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 之 2024 年度持续督导意见暨持续督导总结报告 中信证券股份有限公司（以下简称"中信证券"或"独立财务顾问"）作为 中国长江电力股份有限公司（以下简称"长江电力"或"公司"或"上市公司"） 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（以下简称"本次交易"） 的独立财务顾问及主承销商，根据《中华人民共和国公司法》（以下简称"《公司 法》"）《中华人民共和国证券法》（以下简称"《证券法》"）《上市公司证券发行注 册管理办法》《上市公司重大资产重组管理办法》（以下简称"《重组管理办法》"） 《上市公司并购重组财务顾问业务管理办法》《上海证券交易所股票上市规则》 （以下简称"《上市规则》"）等有关法规的要求，对本次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的实施情况进行了持续督导，并结合长江电力 《2024 年年度报告》，出具独立财务顾问持续督导意见如下： 一、交易资产的交付或者过户情况 中信证券股份有限公司 关于中国长江电力股份有限公司 （一）本次交易基本情况 1、发行股份及支付现金购买资产 2022 年 11 月 14 日，上市公司收到中国证 ...

Group 1 - The public utility ETF (560190.SH) increased by 0.31%, while its associated index, the All Public Utilities Index (000995.CSI), decreased by 0.03% [1] - Major constituent stocks such as Changjiang Electric Power, Zhejiang Energy, and JinKai New Energy saw increases of 0.64%, 0.56%, and 1.25% respectively, indicating positive market sentiment [1] - Minsheng Securities reported that thermal power companies experienced steady growth in Q1 due to a significant drop in coal prices, with expectations for continued improvement in performance as the peak electricity consumption season approaches [1] Group 2 - Huayuan Securities highlighted that the public utility sector benefits from new fund regulations, leading to a notable increase in the valuation of low-covariance assets, with leading hydropower and thermal power companies showing strong risk-reward ratios [1] - Galaxy Securities' annual report indicated a clear performance divergence within the electricity sector, with hydropower and thermal power companies maintaining stable profitability, while nuclear and green energy sectors face short-term pressure [1] - Key companies like Changjiang Electric Power and China Nuclear Power continue to receive "recommended" ratings, reflecting institutional confidence in the long-term stability of core public utility assets [1]

Investment Rating - The investment rating for the utility sector is "Positive" (maintained) [4] Core Viewpoints - The new regulations for public funds are expected to lead to an increased allocation towards the utility sector, which is anticipated to benefit from a shift in investment strategies focusing on the "risk-return ratio" [6][4] - The utility sector, particularly hydropower, is projected to be one of the biggest beneficiaries of the new policies, as they are characterized by low covariance with the market, leading to potential valuation increases [6][4] - Historical data shows that major hydropower companies have consistently ranked in the top percentiles for risk-return ratios, indicating strong performance relative to market volatility [6][7] Summary by Sections Sector Performance - The report highlights the underallocation of public funds in the utility and environmental sectors compared to their index weights, suggesting a significant opportunity for investment [6][7] Investment Recommendations - The report recommends prioritizing investments in resilient hydropower companies and undervalued thermal power companies that benefit from declining coal prices [6] - Specific stock recommendations include: 1. Hydropower: Guotou Power, Changjiang Power, Chuanwei Energy 2. Wind Power: Longyuan Power (H), Xintian Green Energy, Datang Renewable, CGN New Energy 3. Thermal Power: Waneng Power, Shanghai Electric, China Resources Power, Huadian International, Sheneng Co [6]

Core Viewpoint - The dividend policy of China Yangtze Power Co., Ltd. has attracted investor attention, with rumors suggesting uncertainty about the management's commitment to a 70% dividend payout ratio in the company's articles of association [2][4]. Dividend Policy - China Yangtze Power has been recognized as a "cash cow" due to its stable and substantial dividend performance, having distributed over 200 billion yuan in dividends since its A-share market debut in 2003 [3]. - For the 2024 fiscal year, the company plans to distribute a total cash dividend of 230.74 billion yuan, with a payout ratio of 71.00% of the net profit attributable to shareholders [3]. - The 2024 dividend payout ratio is lower than the previous two years, where the ratios were 94.29% in 2022 and 73.66% in 2023 [3]. Financial Performance - In 2024, the company reported revenue of 844.92 billion yuan, an increase of 8.12% year-on-year, and a net profit of 324.96 billion yuan, up 19.28% [8]. - The first quarter of 2025 continued this growth trend, with revenue of 170.15 billion yuan, a year-on-year increase of 8.68%, and a net profit of 51.81 billion yuan, up 30.56% [8]. - Despite revenue growth, the net cash flow from operating activities decreased by 7.88% in 2024, raising concerns about cash flow sustainability [8][9]. Operational Insights - The company primarily engages in hydropower generation, with a total installed capacity of 71.795 million kilowatts, making it the largest publicly listed hydropower company globally [6]. - The company has also been expanding into pumped storage and renewable energy projects, with significant progress in various initiatives [6]. - The increase in power generation is closely linked to favorable water inflow conditions, with notable increases in water inflow at key reservoirs [7]. Debt and Investment Concerns - As of the first quarter of 2025, the company's debt-to-asset ratio stood at 59.65%, with total liabilities amounting to 336.464 billion yuan [8]. - The company faces questions regarding its short-term debt repayment capabilities, especially given its significant long-term equity investments totaling 74.573 billion yuan [9].

Investment Rating - The report maintains a "Buy" rating for the power sector, specifically recommending stocks in thermal power, hydropower, nuclear power, and renewable energy [2][8]. Core Insights - The power industry is experiencing growth in thermal and hydropower sectors, while nuclear and renewable energy sectors face performance pressures. The overall net profit for the power industry in 2024 is projected to be 1,797 billion yuan, a year-on-year increase of 8.7% [11][12]. - The introduction of Document No. 136 is expected to facilitate a transition to high-quality development in the renewable energy sector, with a focus on efficiency and profitability rather than rapid expansion [2][8]. Summary by Sections Thermal Power - The thermal power sector achieved a net profit of 625.7 billion yuan in 2024, a year-on-year increase of 37.3%. The first quarter of 2025 saw a net profit of 206.3 billion yuan, up 9.0% year-on-year. This growth is attributed to a significant decline in coal prices, which offset the negative impacts of reduced electricity volume and prices [5][17][29]. - The average market price of coal has dropped to 640 yuan per ton as of May 8, 2025, a decrease of 286 yuan per ton or 31% compared to early 2024, indicating potential for improved profitability in the thermal power sector [5][29]. Hydropower - The hydropower sector reported a net profit of 563.21 billion yuan in 2024, reflecting a year-on-year growth of 17.6%. The first quarter of 2025 continued this trend with a net profit of 113.38 billion yuan, up 28.1% year-on-year. This performance is driven by favorable water conditions and reduced financial costs [32][33]. - The average on-grid electricity price for hydropower has shown resilience, with a slight decline of only 0.62% year-on-year, indicating strong market positioning [5][45]. Nuclear Power - The nuclear power sector's net profit was 195.91 billion yuan in 2024, down 8.2% year-on-year, primarily due to tax liabilities from previous years. However, excluding one-time factors, the performance remains stable. The first quarter of 2025 saw a net profit of 61.63 billion yuan, a decrease of 7.5% year-on-year [5][12]. - Long-term growth potential is highlighted by the expected commissioning of new units in 2025, which may mitigate the impact of declining electricity prices [5][12]. Renewable Energy - The renewable energy sector faced challenges with a net profit of -3.6 billion yuan in 2024, reflecting a significant decline. The first quarter of 2025 also showed a negative trend with a net profit of 4.8 billion yuan, indicating ongoing pressures from unfavorable resource conditions and declining electricity prices [12][8]. - The implementation of Document No. 136 is anticipated to shift the focus towards high-quality development, emphasizing the importance of existing projects and cost management capabilities among leading firms in the sector [2][8].

Investment Rating - The report maintains an "Outperform" rating for the public utility and environmental protection sectors [6][9]. Core Views - The environmental sector's revenue in 2024 is projected to decline by 0.6% to CNY 364.236 billion, with net profit decreasing by 14.7% to CNY 23.058 billion. However, in Q1 2025, the sector is expected to see a revenue increase of 3.5% to CNY 81.243 billion and a net profit growth of 3.8% to CNY 8.232 billion [3][21]. - The report highlights the impact of the new market-oriented pricing reforms for renewable energy in Shandong, aiming for full market integration by the end of 2025 [2][16]. - The report emphasizes the importance of the carbon neutrality context, recommending investments in the new energy industry chain and comprehensive energy management [41][42]. Summary by Sections Market Review - The Shanghai Composite Index rose by 2.00%, while the public utility index increased by 2.22%, and the environmental index rose by 2.93% [1][43]. Important Policies and Events - Shandong's new pricing reform aims for full market integration of wind and solar energy by 2025, with differentiated policies for existing and new projects [2][16]. Financial Overview of the Environmental Sector - In 2024, only the solid waste management and water treatment sectors showed positive growth, while the environmental equipment sector saw a decline of over 30% [3][21]. - The atmospheric governance sector reported a loss increase, while the comprehensive environmental governance sector shifted from profit to loss [21][24]. Investment Strategy - Recommendations include major thermal power companies like Huadian International and regional electricity firms like Shanghai Electric, as well as leading renewable energy firms such as Longyuan Power and Three Gorges Energy [4][41]. - The report suggests focusing on "utility-like investment opportunities" within the environmental sector, recommending companies like China Everbright Environment and Zhongshan Public Utilities [42][41]. Key Company Profit Forecasts and Investment Ratings - Several companies, including Huadian International and Longyuan Power, are rated as "Outperform" with projected earnings per share (EPS) growth for 2025 [9][41].

Investment Rating - The report maintains a positive outlook on the power and natural gas sectors, indicating a favorable investment environment for renewable energy and gas companies [2][10]. Core Insights - The Shandong provincial government has introduced its first local guidelines for the marketization of renewable energy pricing, which is expected to stabilize returns for existing projects and provide a model for other provinces [5][7]. - Global natural gas prices have seen a slight rebound due to tightening supply and increased demand for LNG exports, with specific price movements noted in various regions [10][19]. - The report highlights the potential for LNG import prices to decrease further in the second half of 2025, benefiting downstream gas companies [11][29]. Summary by Sections 1. Power Sector: Shandong's New Energy Market Guidelines - Shandong's new energy pricing reform outlines that existing projects will participate in market pricing at a rate of 0.3949 yuan per kWh, aligning with the provincial coal benchmark price [5][6]. - The guidelines emphasize strong connectivity with existing policies, ensuring stability for existing projects while introducing competitive elements for new projects [6][7]. - The implementation of these guidelines is expected to serve as a model for other provinces, enhancing the operational efficiency and market strategies of renewable energy companies [7][8]. 2. Natural Gas: Global Demand and Price Rebound - As of May 9, 2025, the Henry Hub spot price in the U.S. was $3.22/mmBtu, reflecting a weekly increase of 3.84%, while European prices also saw a rise due to supply constraints and seasonal demand [10][19]. - The report notes that the overall LNG import cost in China has remained below 4000 yuan per ton, with a significant decrease of 18.4% from the year's peak [11][29]. - The anticipated decline in international oil prices is expected to further lower LNG import prices in China, benefiting city gas companies [11][29]. 3. Weekly Market Review - The public utilities, environmental protection, power equipment, and gas sectors outperformed the Shanghai and Shenzhen 300 index during the review period [35]. 4. Company and Industry Dynamics - Recent developments include the issuance of competitive configuration announcements for renewable energy projects in various provinces, indicating ongoing investment and growth in the sector [44][46]. - The report also highlights significant corporate announcements, including financing and profit distribution plans from key players in the energy sector, reflecting a proactive approach to capital management and shareholder returns [48][49].

Core Insights - The China Central Enterprise Innovation Driven Index (000861) has shown a strong increase of 1.37% as of May 12, 2025, with notable gains in constituent stocks such as Ruike Laser (300747) up 11.37% and Guorui Technology (600562) up 9.99% [3] - The Central Enterprise Innovation Driven ETF (515900) has also risen by 1.34%, with a latest price of 1.44 yuan, and has a trading volume of 562.87 million yuan [3] - The ETF's scale has reached 3.3 billion yuan, ranking it in the top quarter among comparable funds [3] Performance Metrics - As of May 9, 2025, the Central Enterprise Innovation Driven ETF has achieved a net value increase of 24.83% over the past three years, ranking 312 out of 1747 in equity funds, placing it in the top 17.86% [4] - The ETF has recorded a maximum monthly return of 15.05% since inception, with the longest consecutive monthly gain being five months and a total gain of 24.91% [4] - The average return for the months with gains is 4.08%, and the annual profit percentage stands at 80.00%, with a historical three-year holding profit probability of 97.34% [4] Risk and Fee Structure - The management fee for the Central Enterprise Innovation Driven ETF is 0.15%, and the custody fee is 0.05%, which are the lowest among comparable funds [4] - The tracking error over the past five years is 0.038%, indicating the highest tracking precision among comparable funds [4] Index Composition - The top ten weighted stocks in the Central Enterprise Innovation Driven Index include Hikvision (002415), State Grid NARI (600406), and China Telecom (601728), collectively accounting for 34.48% of the index [5][6] - The individual weights of the top stocks range from 5.08% for Hikvision to 2.60% for China Railway (601390) [8]

Group 1 - The Shanghai 50 Index (000016) increased by 0.46% as of May 12, 2025, with notable gains from China Shipbuilding (up 9.05%) and other companies like Haier Smart Home and Longi Green Energy [2] - The Shanghai 50 ETF (510050) rose by 0.58%, marking its fifth consecutive increase, with a management fee of 0.15% and a custody fee of 0.05%, the lowest among comparable funds [2] - As of April 30, 2025, the top ten weighted stocks in the Shanghai 50 Index included Kweichow Moutai, Ping An Insurance, and China Merchants Bank, with Kweichow Moutai holding the highest weight at 12.31% [4] Group 2 - Recent financial policies from the People's Bank of China, financial regulatory authorities, and the China Securities Regulatory Commission aim to stabilize the market and expectations, with April's import and export data showing strong resilience [4] - The release of liquidity and a decrease in financing costs are expected to directly benefit the real economy, with a rebound in social financing growth anticipated in the second quarter, particularly benefiting infrastructure and manufacturing investments [5] - The overall outlook for the Chinese economy remains positive, characterized by stability, advantages, resilience, and potential, suggesting a favorable development trend for the capital market with sustained inflows of long-term funds [5]

Group 1 - The A500 Index ETF has shown significant liquidity with a turnover rate of 4.32% and a transaction volume of 626 million yuan [2] - Over the past week, the A500 Index ETF has achieved an average daily transaction volume of 2.408 billion yuan, ranking in the top three among comparable funds [2] - The A500 Index ETF has experienced a growth of 17 million yuan in scale over the past three months, leading among comparable funds [2] Group 2 - The A500 Index ETF has seen a notable increase in shares, with a growth of 10.2 million shares over the past week [2] - In the last four trading days, the A500 Index ETF recorded net inflows of 97.4215 million yuan on three occasions [2] - The underlying index, the CSI A500 Index, is currently valued at a historical low with a price-to-book ratio (PB) of 1.51, which is below 89.58% of the time over the past year, indicating strong valuation attractiveness [2] Group 3 - The top ten weighted stocks in the CSI A500 Index account for 20.8% of the index, including major companies such as Kweichow Moutai, CATL, and Ping An Insurance [2] - The market is expected to regain activity with a clear structural trend, supported by recent major policy announcements that enhance market transaction enthusiasm [3] - External factors affecting the market have shown signs of improvement, leading to a decrease in uncertainty and a potential increase in risk appetite [3]