四、本次交易有利于公司增强持续经营能力，不会导致财务状况发生重大不 利变化；有利于公司突出主业、增强抗风险能力；有利于公司增强独立性，不会 导致新增重大不利影响的同业竞争，以及严重影响独立性或者显失公平的关联交 易。 综上所述，公司董事会认为本次交易符合《上市公司监管指引第 9 号——上 市公司筹划和实施重大资产重组的监管要求》第四条的相关规定。 特此说明。 内蒙古蒙电华能热电股份有限公司董事会 内蒙古蒙电华能热电股份有限公司董事会 一、本次交易的标的资产为正蓝旗风电 70%股权与北方多伦 75.51%股权， 不涉及立项、环保、行业准入、用地、规划、建设施工等有关报批事项。本次交 易涉及的有关审批事项已在《内蒙古蒙电华能热电股份有限公司发行股份及支付 现金购买资产并募集配套资金暨关联交易报告书（草案）》中详细披露，并对本 次交易可能无法获得批准的风险作出了特别提示。 二、本次交易的交易对方北方公司合法拥有标的资产的完整权利，标的资产 不存在限制或者禁止转让的情形，不存在股东出资不实或影响标的资产合法存续 的情形。 三、本次交易有利于提高公司资产的完整性，有利于公司在人员、采购、生 产、销售、知识产权等方面保持 ...

Group 1 - The company intends to acquire 70% equity of two renewable energy companies through a combination of issuing shares and cash payment [1][2] - Beijing Zhongqi Hua Asset Appraisal Co., Ltd. has been appointed as the independent appraisal agency for the transaction [1] - The board has reviewed the independence of the appraisal agency, the reasonableness of the appraisal assumptions, the relevance of the appraisal methods to the objectives, and the fairness of the transaction pricing [1][2] Group 2 - The appraisal agency meets the requirements of the Securities Law of the People's Republic of China and has no conflicts of interest with the company or the transaction parties [1][2] - The appraisal assumptions are in accordance with national laws and regulations, reflecting the actual situation of the appraisal objects [2] - The appraisal methods used are appropriate and align with the objectives of the appraisal, ensuring that the valuation is fair and accurate [2][3] Group 3 - The final pricing of the assets in the transaction is based on the asset appraisal value filed by China Huaneng Group Co., Ltd., ensuring compliance with relevant laws and regulations [2] - The appraisal results objectively reflect the actual situation of the appraisal objects as of the valuation date [2][3] - The board concludes that the selected appraisal agency is independent, the assumptions are reasonable, the methods are relevant, and the pricing is fair [3]

Group 1 - The company, Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd., plans to acquire 70% equity of Northern Shangdu Zhenglanqi New Energy Co., Ltd. and 75.51% equity of Northern Duolun New Energy Co., Ltd. from Northern United Power Co., Ltd. through a combination of issuing shares and cash payment [1] - The board of directors has approved the relevant proposals for this transaction during the 16th meeting of the 11th board of directors [1] - According to the regulations of the China Securities Regulatory Commission, the company is not required to prepare a report on the use of previously raised funds, as the time since the last fundraising has exceeded five accounting years and there have been no significant changes in the use of funds in the last five years [1]

Group 1 - The core point of the article is that Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. plans to acquire 70% equity of North Blue Flag Wind Power and 75.51% equity of North Duolun through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [10][11][12] - The transaction involves the issuance of shares and cash payment for asset acquisition, with the total transaction price for North Blue Flag Wind Power set at 311,696.13 million yuan and for North Duolun at 344,297.33 million yuan [10][11] - The company aims to enhance its asset scale and profitability through this transaction, with expected increases in net profit and earnings per share post-transaction [17][15] Group 2 - The transaction will not change the company's main business scope, which includes thermal power generation, heating services, and renewable energy generation [14] - The shareholding structure will change, with North Company and its concerted actions holding 46.77% before the transaction and 41.51% after, while total shares will increase from 652,688.78 million to 735,387.35 million [14] - The company has committed to protecting the rights of minority investors by ensuring strict compliance with information disclosure obligations and fair pricing for the transaction [22][21]

Group 1 - The independent financial advisor, Guotai Junan Securities Co., Ltd., has been appointed by Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. to provide advisory services for the acquisition of assets through share issuance and cash payment, along with raising supporting funds [1] - The independent financial advisor conducted due diligence and internal verification in accordance with relevant laws and regulations, ensuring that the professional opinions expressed align with the disclosed documents of the listed company [1] - The advisor confirmed that the restructuring plan complies with legal and regulatory requirements, and that the disclosed information is true, accurate, and complete, without any false records or significant omissions [1] Group 2 - Strict confidentiality measures and risk control protocols are in place to prevent insider trading, market manipulation, and securities fraud [1]

Group 1 - The company, Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd., plans to issue shares and pay cash to acquire 70% equity of Northern Shangdu Zhenglanqi New Energy Co., Ltd. and 75.51% equity of Northern Dolun New Energy Co., Ltd. from Northern United Power Co., Ltd. [1] - The independent financial advisor, Guotai Junan Securities Co., Ltd., conducted a review and confirmed that there were no direct or indirect paid engagements of third-party institutions or individuals by the independent financial advisor in this transaction [1][2] - The review also indicated that the company did not engage any other third-party institutions or individuals in a paid manner, ensuring compliance with the relevant regulations set by the China Securities Regulatory Commission [2]

Core Viewpoint - The company intends to acquire 70% equity of Northern Shangdu Zhenglanqi New Energy Co., Ltd. and 75.51% equity of Northern Duolun New Energy Co., Ltd. from Northern United Power Co., Ltd. through a share issuance and cash payment, while also raising matching funds from no more than 35 specific investors [1][2]. Group 1 - The transaction is classified under the regulations of the Major Asset Restructuring Management Measures, which require cumulative calculations for asset purchases and sales within 12 months if they involve the same or related assets [1]. - The independent financial advisor conducted a review of the company's asset transactions in the past 12 months and found no other transactions that need to be included in the cumulative calculation for this restructuring [2]. Group 2 - The company made a cash capital increase of 93.758 million yuan to Huaneng Inner Mongolia Electric Power Heat Sales Co., Ltd., maintaining a 20% equity stake in the company post-increase [1]. - The asset transactions related to the heat sales company and the target companies are under the control of Northern United Power Co., Ltd., thus qualifying as related assets for cumulative calculation [2].

Group 1 - Northern United Power Co., Ltd. plans to transfer its equity in Northern Duolun New Energy Co., Ltd., which involves the assessment of the total equity value of Northern Duolun New Energy Co., Ltd. [1][2][5] - The assessment report was prepared by Beijing Zhongqi Hua Asset Appraisal Co., Ltd. and follows the asset appraisal standards set by the Ministry of Finance and the China Asset Appraisal Association [1][2][3] - The purpose of the assessment is to provide a value reference for the equity transfer to Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. through a combination of cash and stock issuance [2][5] Group 2 - The assessed total asset book value of Northern Duolun New Energy Co., Ltd. is 1,825.9393 million RMB, with a total liability book value of 1,087.33 million RMB, resulting in a net asset book value of 1,825.9393 million RMB [2][5][6] - The assessment concluded that the total equity value of Northern Duolun New Energy Co., Ltd. is 3,442.233 million RMB, indicating an increase in value [2][4] - The assessment methods used include the income approach and market approach, with the income approach results being selected as the final assessment conclusion [2][5] Group 3 - Northern Duolun New Energy Co., Ltd. was established on August 4, 2020, with a registered capital of 630.5384 million RMB, and is primarily engaged in wind power generation [3][4] - The company operates a wind power project with a total capacity of 500 MW, which is part of the North Shangdu 1 million kW wind power base project [4][5] - The financial performance of Northern Duolun New Energy Co., Ltd. shows a revenue of 1,543.32 million RMB in 2022, with a projected revenue of 5,124.606 million RMB in 2024 [4][6]

Core Viewpoint - The independent financial advisor, Guotai Junan Securities, confirms that the parties involved in the transaction do not fall under any restrictions regarding participation in major asset restructuring of listed companies [1][2]. Group 1: Transaction Overview - Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. plans to issue shares and pay cash to acquire 70% equity of Northern Shangdu Zhenglanqi New Energy Co., Ltd. and 75.51% equity of Northern Dolun New Energy Co., Ltd. from Northern United Power Co., Ltd. [1] - The company will also issue shares to raise supporting funds from no more than 35 specific investors [1]. Group 2: Compliance and Regulatory Review - The independent financial advisor has conducted a review and found that the relevant parties do not have any ongoing investigations or administrative penalties related to insider trading in the last 36 months, as per the regulations [1][2]. - The review confirms compliance with the guidelines set forth in the "Listed Company Regulatory Guidelines No. 7" and the "Shanghai Stock Exchange Self-Regulatory Guidelines No. 6" regarding major asset restructuring [2].

Core Viewpoint - The announcement details a significant equity change involving Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd., where the company will issue shares and pay cash to acquire assets, resulting in an increase in shareholding by Northern United Power Co., Ltd. to 58.49% [1][5]. Group 1: Equity Change Details - The equity change is a result of the company issuing shares and paying cash to acquire 70% of the equity in Northern Shangdu Zhenglanqi New Energy Co., Ltd. and Northern Dolon New Energy Co., Ltd. from Northern United Power Co., Ltd. [1][4]. - Following the transaction, Northern United Power Co., Ltd. and its concerted parties will hold a total of 4,301,373,112 shares, representing 58.49% of the company's total shares [1][5]. - This equity change will not lead to a change in the company's controlling shareholder or actual controller, nor will it significantly impact the company's daily operations [1][4]. Group 2: Shareholding Structure Before and After - Before the transaction, Northern United Power Co., Ltd. held 3,052,500,385 shares, accounting for 46.77% of the total shares, while after the transaction, its holding will increase to 4,301,373,112 shares, representing 58.49% [4]. - The total number of shares held by all shareholders will increase from 6,526,887,811 to 7,353,873,497 shares post-transaction [4]. - The actual controller remains China Huaneng Group Co., Ltd., and the transaction does not affect the company's listing status [5]. Group 3: Regulatory Compliance - The transaction complies with the relevant provisions of the "Management Measures for the Acquisition of Listed Companies," allowing Northern United Power Co., Ltd. to increase its shareholding without triggering a mandatory offer [5]. - The company will fulfill its information disclosure obligations as required by regulations following the completion of the share issuance related to the asset acquisition [6].