Core Viewpoint - The audit report confirms the authenticity of the financial performance of the target companies involved in the major asset restructuring of Hunan Energy Group Development Co., Ltd. for the period from 2023 to March 2025, with no reservations noted in the audit findings [1][2]. Group 1: Audit Findings - The audit firm conducted a thorough examination of the financial statements of the target companies, issuing unqualified audit reports for each entity involved [1]. - Specific attention was given to the revenue recognition practices of the target companies, which were identified as having fraud risk, and significant transactions were assessed as having special risk [2]. - No anomalies were found in revenue recognition, cost transfer, expense recognition, or significant transactions, indicating that there were no manipulations of accounting profits to meet or evade regulatory requirements [2].

Audit Opinion - The audit report states that the financial statements of Hunan Xinshao Xiaoxi Hydropower Development Co., Ltd. fairly reflect its financial position as of December 31, 2023, December 31, 2024, and March 31, 2025, as well as its operating results and cash flows for the years 2023, 2024, and the first three months of 2025 [2][3] Key Audit Matters - Revenue recognition is identified as a key audit matter due to the inherent risk of management potentially using inappropriate revenue recognition to meet specific targets. The company’s revenue primarily comes from electricity sales [3][4] - The audit procedures for revenue recognition include understanding key internal controls, checking sales contracts, analyzing monthly revenue and gross profit fluctuations, and performing cutoff tests to ensure revenue is recognized in the appropriate period [3][4] Fixed Assets - Fixed assets represent a significant portion of the company's total assets, accounting for 96.15%, 96.35%, and 94.96% of total assets as of December 31, 2023, December 31, 2024, and March 31, 2025, respectively. The verification of existence and ownership of fixed assets is challenging, making it a key audit matter [4] - Audit procedures for fixed assets include evaluating internal controls, obtaining supporting documents for large fixed asset purchases, and conducting physical inspections of significant fixed assets [4] Management Responsibilities - The management is responsible for preparing financial statements in accordance with accounting standards and ensuring that the financial statements are free from material misstatements due to fraud or error. They must also assess the company's ability to continue as a going concern [5][6] Financial Reporting - The financial statements are prepared based on the going concern assumption, and the company has no significant doubts regarding its ability to continue operating for the next 12 months [9] - The company adheres to accounting standards and ensures that its financial statements provide a true and complete reflection of its financial status, operating results, and cash flows [9][10] Important Accounting Policies - The company has established specific accounting policies and estimates for various transactions, including revenue recognition, fixed asset depreciation, and impairment of financial instruments [9][10] - The company uses the weighted average method for inventory valuation and recognizes inventory impairment when the cost exceeds the net realizable value [24][25] Financial Instruments - Financial assets are classified into categories based on their measurement basis, including those measured at amortized cost and those measured at fair value. The company assesses expected credit losses for financial assets and recognizes impairment losses accordingly [19][20][21]

Audit Opinion - The audit report states that the financial statements of Hunan Xiangtou Qingshui Pond Hydropower Development Co., Ltd. fairly reflect its financial position as of December 31, 2023, December 31, 2024, and March 31, 2025, as well as its operating results and cash flows for the years 2023, 2024, and the first three months of 2025 [2][3]. Key Audit Matters - Revenue recognition is identified as a key audit matter due to the inherent risk of management potentially using inappropriate revenue recognition to meet specific targets [3][4]. - The company’s operating revenue primarily comes from electricity sales, with reported revenues of RMB 28,000 million for 2023, RMB 30,000 million for 2024, and RMB 7,000 million for the first quarter of 2025 [3]. - Fixed assets are also a key audit matter, with net book values of RMB 910.95 million, RMB 876.64 million, and RMB 865.44 million as of the respective dates, representing 96.33%, 95.65%, and 92.85% of total assets [4]. Management Responsibilities - Management is responsible for preparing financial statements in accordance with accounting standards and ensuring that internal controls are designed and maintained to prevent material misstatements due to fraud or error [5][6]. - The governance layer is tasked with overseeing the financial reporting process of the company [5]. Financial Reporting Basis - The financial statements are prepared on a going concern basis, with no significant doubts regarding the company's ability to continue operations in the next 12 months [9][10]. Important Accounting Policies - The company has established specific accounting policies and estimates for financial instruments, inventory, fixed asset depreciation, construction in progress, intangible assets, and revenue recognition [9][10]. - The company adheres to the principle of materiality in preparing and disclosing financial statements, with specific thresholds set for recognizing significant receivables and other financial items [11][12]. Revenue Recognition - Revenue is recognized based on the assessment of contracts at the start date, identifying performance obligations, and determining whether they are satisfied over time or at a point in time [33][34]. - For performance obligations satisfied over time, revenue is recognized based on the progress towards completion, while for those satisfied at a point in time, revenue is recognized when control of the goods or services is transferred to the customer [34][35].

Core Viewpoint - The audit report indicates that the financial statements of Hunan Xiangtou Tongwan Water Conservancy and Hydropower Development Co., Ltd. fairly reflect its financial position and operating results for the years ending December 31, 2023, December 31, 2024, and March 31, 2025, in accordance with accounting standards [2][3]. Financial Statements - The financial statements include the balance sheet, income statement, cash flow statement, and statement of changes in equity for the specified periods [1]. - The company’s revenue primarily comes from electricity sales, with significant amounts reported for the years 2023, 2024, and the first quarter of 2025 [3]. Key Audit Matters - **Revenue Recognition**: The audit identified revenue recognition as a key audit matter due to the inherent risk of management potentially manipulating revenue figures to meet targets. The audit procedures included evaluating internal controls, reviewing sales contracts, and performing analytical procedures on revenue fluctuations [3]. - **Fixed Assets**: Fixed assets represent a significant portion of the company's total assets, accounting for 94.53%, 93.49%, and 91.86% of total assets as of December 31, 2023, December 31, 2024, and March 31, 2025, respectively. The audit focused on verifying the existence and ownership of these assets [5][6]. Management Responsibilities - Management is responsible for preparing financial statements that fairly present the company's financial position and for maintaining effective internal controls to prevent material misstatements due to fraud or error [6][7]. Accounting Policies - The company adheres to accounting standards, ensuring that its financial statements are complete and accurately reflect its financial status, operating results, and cash flows [11]. - The financial statements are prepared on a going concern basis, with no significant doubts regarding the company's ability to continue operations in the foreseeable future [10]. Important Accounting Estimates - The company has established specific accounting policies and estimates related to financial instruments, inventory, fixed asset depreciation, construction in progress, intangible assets, and revenue recognition [10][12].

Core Viewpoint - The special verification opinion by Hunan Qiyuan Law Firm confirms that Hunan Energy Group Development Co., Ltd. has established and executed an insider information registrant system in compliance with relevant laws and regulations [1][5]. Group 1: Insider Information Registrant System Establishment - Hunan Energy Group has revised its "Insider Information Registrant Management System" through a proposal [4]. - The company has provided necessary materials and information to the law firm, ensuring no concealment or significant omissions [2][4]. Group 2: Execution of the Insider Information Registrant System - The company has implemented necessary confidentiality measures to limit the knowledge of sensitive information [5][6]. - The list of insider information registrants has been reported to the Shenzhen Stock Exchange, and relevant transaction details have been registered [5][6]. Group 3: Conclusion - The law firm concludes that the established insider information registrant system complies with applicable laws, regulations, and normative documents [5][6].

Core Viewpoint - The legal opinion letter confirms that Hunan Energy Group Electric Power Investment Co., Ltd. and its concerted actions can acquire shares of Hunan Energy Group Development Co., Ltd. without the need to issue a public offer, based on compliance with relevant regulations [1][6]. Group 1: Acquisition Details - The acquisition involves Hunan Development purchasing 90% equity in Tongwan Hydropower, 90% in Qingshui Pond Hydropower, 88% in Xiaoxi Hydropower, and 85% in Gaotan Hydropower through a combination of issuing shares and cash [4][6]. - Before the transaction, Hunan Energy Group held 51.53% of Hunan Development's shares, which will increase to 60.58% post-transaction, while other shareholders will decrease from 48.47% to 39.42% [7][9]. Group 2: Legal Compliance - The legal opinion states that the acquisition meets the criteria for exemption from the public offer requirement as outlined in the Acquisition Management Measures, specifically that the acquirer and its concerted actions already hold over 50% of the shares [6][9]. - Hunan Energy Group Electric Power Investment Co., Ltd. is confirmed to be a valid entity for this acquisition, with no legal or regulatory barriers preventing the transaction [5][6].

湖南启元律师事务所 关于 湖南能源集团发展股份有限公司 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的 法律意见书 二〇二五年八月 致：湖南能源集团发展股份有限公司 湖南启元律师事务所（以下简称"本所"）接受湖南能源集团发展股份有限公司 （以下简称"湖南发展"或"上市公司"）的委托，担任湖南发展本次发行股份及支 付现金购买资产并募集配套资金暨关联交易（以下简称"本次重组""本次交易"或 "本次重大资产重组"）的专项法律顾问，根据《中华人民共和国公司法》《中华人 民共和国证券法》《上市公司重大资产重组管理办法》《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》《公开发行证券的公司信息披露内容 与格式准则第26号——上市公司重大资产重组》等现行法律、行政法规及中国证券监 督管理委员会相关文件的规定，为湖南发展本次重组出具《湖南启元律师事务所关于 湖南能源集团发展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 联交易的法律意见书》（以下简称"本法律意见书"）。 本所及经办律师依据《中华人民共和国证券法》《律师事务所从事证券法律业务 管理办法》《律师事务所证券法律业务执业规则（ ...

中信证券股份有限公司 关于担任湖南能源集团发展股份有限公司资产重组 独立财务顾问的承诺函 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"）接受 湖南能源集团发展股份有限公司（以下简称"湖南发展"或"上市公司"）的委 托，担任湖南发展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 （以下简称"本次交易"）的独立财务顾问。中信证券在充分尽职调查和内部核 查的基础上作出以下承诺： 发表有关核查意见是独立进行的； 供方已承诺上述有关资料、信息均为真实、准确和完整的，保证所提供的资料、 信息不存在任何虚假记载、误导性陈述或者重大遗漏，并对所提供资料、信息的 真实性、准确性和完整性承担相应的法律责任。本独立财务顾问不承担由此引起 的任何风险和责任； 上有理由确信所发表的专业意见与本次交易各方现阶段披露的文件内容不存在 实质性差异； 确信披露文件的内容与格式符合要求； 立财务顾问出具核查意见的交易方案符合法律、法规和中国证券监督管理委员会 及深圳证券交易所的相关规定，基于所获取的信息及履行的尽职调查，所披露的 信息真实、准确、完整，未发现虚假记载、误导性陈述或者重大遗漏； 本独立财务顾问内核机构审查， ...

Group 1 - The transaction does not constitute a restructuring listing as the actual control of the company has not changed in the last thirty-six months [1] - The controlling shareholder before and after the transaction remains Hunan Energy Group Co., Ltd. [1] - The actual controller of the company is still the State-owned Assets Supervision and Administration Commission of Hunan Provincial People's Government [1]

Group 1 - The core opinion of the article is that the independent financial advisor, CITIC Securities, has confirmed compliance with regulations regarding the hiring of third parties in investment banking activities for the transaction involving Hunan Energy Group Development Co., Ltd [1][2] Group 2 - CITIC Securities, as the independent financial advisor, did not engage in any direct or indirect paid hiring of third parties for this transaction [2] - Hunan Development has legally hired specific third-party institutions, including CITIC Securities, Hunan Qiyuan Law Firm, Tianjian Accounting Firm, and Beijing Tianjian Xingye Asset Appraisal Co., Ltd, for this transaction [1][2] - The hiring of these third-party institutions is in accordance with the relevant regulations and there are no other direct or indirect paid hires by the listed company in this transaction [1][2]