【免责声明】本文仅代表作者本人观点，与和讯网无关。和讯网站对文中陈述、观点判断保持中立，不对所包含内容 的准确性、可靠性或完整性提供任何明示或暗示的保证。请读者仅作参考，并请自行承担全部责任。邮箱： news_center@staff.hexun.com 格隆汇8月26日｜A股开盘，沪指低开0.31%，深证成指低开0.34%，创业板指低开0.57%。盘面上，卫星 导航板块盘初活跃，开普云2连板，陕西华达20cm涨停，消息称相关部门近期将会发放卫星互联网牌 照；电力股普涨，湖南发展(000722)涨超5%，长源电力(000966)涨超4%；半导体板块调整，盛科通信跌 近8%，寒武纪、芯原股份跌超5%；白酒股普遍低开，酒鬼酒(000799)、古井贡酒(000596)跌超2%。(格 隆汇) (责任编辑：宋政 HN002) ...

目 录 | 一、审计报告……………………………………………………… | | | | 第 | 1—4 页 | | --- | --- | --- | --- | --- | --- | | 二、财务报表……………………………………………………… | | | | 第 | 5—10 页 | | （一）资产负债表…………………………………………… | | | | 第 | 5—6 页 | | （二）利润表……………………………………………………… | | | | 第 | 7 页 | | （三）现金流量表………………………………………………… | | | | 第 | 8 页 | | （四）所有者权益变动表…………………………………… | | | | 第 | 9-10 页 | | 三、财务报表附注…………………………………………………第 | | | | | 11—69 页 | | 四、附件………………………………………………………… | | | 第 | | 70—73 页 | | （一）本所营业执照复印件…………………………………… | | | | 第 | 70 页 | | （二）本所执业证书复印件……………………………… ...

Group 1 - The core viewpoint of the article is that Hunan Energy Group Development Co., Ltd. is undergoing a transaction involving the issuance of shares and cash payment to acquire stakes in several hydropower companies, while ensuring compliance with insider information regulations [1][2] Group 2 - The company has established an insider information registrant management system in accordance with relevant laws and regulations, clearly defining the scope of insider information, circulation procedures, confidentiality measures, and accountability [1] - The company has implemented necessary confidentiality measures for the restructuring process and has registered insider information personnel accordingly, restricting access to transaction planning information [2] - CITIC Securities, as the independent financial advisor, confirmed that the company adhered to the insider information registrant management system and took adequate confidentiality measures during the transaction [2]

Core Viewpoint - The company plans to acquire 85% of the equity of Gaotan Hydropower, 90% of the equity of Tongwan Hydropower, 90% of the equity of Qingshuitang Hydropower, and 88% of the equity of Xiaoxi Hydropower from Hunan Energy Group Electric Power Investment Co., Ltd. through a combination of issuing shares and cash payment, which constitutes a related party transaction [1][2][3]. Group 1: Board Meeting and Approval - The 32nd board meeting was convened on August 20, 2025, and the proposal for the acquisition was approved with 3 votes in favor, 0 against, and 2 abstentions [2][3]. - The proposal was reviewed and approved by the independent directors and the audit committee prior to the board meeting [2][3]. Group 2: Transaction Structure - The transaction involves issuing shares and cash payment for the acquisition of the specified hydropower assets, with the total transaction price being 151,244.52 million yuan [6][8]. - The payment structure includes 55% of the transaction price being paid in shares and 45% in cash [6][8]. Group 3: Issuance Details - The shares to be issued are ordinary shares (A-shares) with a par value of 1.00 yuan, listed on the Shenzhen Stock Exchange [4][13]. - The issuance price is set at 7.81 yuan per share, which is not less than 80% of the average trading price over the last 20 trading days prior to the pricing benchmark date [8][10]. Group 4: Fundraising and Use of Proceeds - The company plans to raise up to 80 million yuan through the issuance of shares to no more than 35 specific investors [14][16]. - The raised funds will be used for cash payment for the transaction, supplementing working capital, and covering intermediary fees and taxes [18][19]. Group 5: Lock-up Period and Profit Sharing - The shares acquired by the transaction counterparty will be locked for 36 months from the listing date, with an automatic extension of the lock-up period under certain conditions [12][17]. - The retained undistributed profits before the issuance will be shared by new and old shareholders according to their shareholding ratios after the issuance [20][21]. Group 6: Regulatory Compliance - The transaction is subject to approval by the shareholders' meeting, and related shareholders must abstain from voting [5][6]. - The transaction meets the criteria for a major asset restructuring as defined by relevant regulations, and it does not constitute a change in control of the company [24][25].

证券代码：000722 证券简称：湖南发展 公告编号：2025-060 湖南能源集团发展股份有限公司 关于实施2024年度利润分配方案后调整重大资产重组发行 价格的公告 湖南能源集团发展股份有限公司（以下简称"公司"）拟以发行股份及支付 现金的方式购买湖南能源集团电力投资有限公司持有的湖南湘投沅陵高滩发电 有限责任公司85%股权、湖南湘投铜湾水利水电开发有限责任公司90%股权、湖南 湘投清水塘水电开发有限责任公司90%股权、湖南新邵筱溪水电开发有限责任公 司88%股权，同时向不超过35名符合条件的特定投资者发行股份募集配套资金（以 下简称"本次交易"）。 本次交易中，购买资产所涉及股份发行价格的定价基准日为公司第十一届董 事会第二十五次会议决议公告日，经交易各方协商，公司确定本次发行股份购买 资产的发行价格为7.86元/股，不低于定价基准日前20个交易日公司股票交易均 价的80%，且不低于截至定价基准日前最近一期（2023年12月31日）经审计的归 属于上市公司股东的每股净资产。 在定价基准日至发行日期间，公司如发生其他派息、送股、资本公积金转增 股本、新增股本或配股等除权除息事项，本次发行的发行价格将按照中 ...

Meeting Information - The company will hold its second extraordinary general meeting of shareholders for 2025 on September 10, 2025, at 14:30 [1] - The meeting complies with relevant laws and regulations, including the Company Law and the Rules for General Meetings of Listed Companies [1] Voting Procedures - Shareholders can vote either in person or via the Shenzhen Stock Exchange's online voting system during specified times [2] - Only shareholders registered by the close of business on September 3, 2025, are eligible to attend and vote [2] Agenda Items - The meeting will discuss various proposals, including the issuance of shares and cash for asset purchases [3][4] - A total of 25 sub-proposals will be presented for voting [2] Specific Proposals - Proposals include details on the types of shares to be issued, the target assets, transaction parties, pricing, and payment methods [4][5] - Proposals also cover the issuance of shares to raise supporting funds, including the amount and intended use of the funds [9][10] Voting Requirements - Proposals 1-21 require a special resolution, needing approval from more than two-thirds of the voting shares present [5] - Related party shareholders must abstain from voting on certain proposals [5] Registration and Attendance - Shareholders must register to attend the meeting either in person or via mail [6] - Specific documentation is required for both individual and corporate shareholders to register [6] Contact Information - The company provides contact details for inquiries related to the meeting [7]

我们提醒报表使用者关注备考合并财务报表附注三对编制基础的说明。本报 告仅供备考合并财务报表附注二所述资产重组事项之用，不适用于其他用途。本 段内容不影响已发表的审阅意见。 天健会计师事务所（特殊普通合伙） 中国注册会计师： 目 录 | 一、审阅报告…………………………………………………………… | 1 | 第 | 页 | 二、备考合并财务报表………………………………………………第 | 2—3 | 页 | | | --- | --- | --- | --- | --- | --- | --- | --- | | （一）备考合并资产负债表………………………………………… | 2 | 第 | 页 | （二）备考合并利润表……………………………………………… | 3 | 第 | 页 | | 三、备考合并财务报表附注……………………………………… | 4—77 | 第 | 页 | 四、附件……………………………………………………………第 | 78—81 | 页 | | | (一) | 本所营业执照复印件………………………………………第 | 78 | 页 | (二) | 本所执业证书复印件………………………………………第 ...

Group 1 - The purpose of the assessment is to provide a value reference for Hunan Energy Group Development Co., Ltd.'s acquisition of 90% equity in Hunan Xiangtou Qingshui Pond Hydropower Development Co., Ltd. through share issuance and cash payment [3][4][15] - The assessment object includes the total equity of Hunan Xiangtou Qingshui Pond Hydropower Development Co., Ltd. as of the assessment benchmark date [4][15] - The assessment scope encompasses all assets and related liabilities of Hunan Xiangtou Qingshui Pond Hydropower Development Co., Ltd. [4][15] Group 2 - The market value of the assessed equity is determined based on the asset-based method and income method [7][20] - The assessment benchmark date is set as March 31, 2025 [4][17] - The total asset book value of Hunan Xiangtou Qingshui Pond Hydropower Development Co., Ltd. is reported at 93,208.45 million yuan, with total liabilities at 62,416.83 million yuan, resulting in net assets of 30,791.62 million yuan [15][16] Group 3 - The company operates in the hydropower development sector, with its main asset being the Qingshui Pond Hydropower Station, which has a total installed capacity of 128 MW and an annual designed power generation of 507.1 million kWh [10][11] - The company has a history of fluctuating power generation hours, with a significant drop in 2023 to 1,917.07 hours compared to previous years [13] - The company’s revenue from electricity sales has also seen a decline, with sales revenue reported at 6,379.40 million yuan in 2023 [13]

Core Viewpoint - Hunan Energy Group Development Co., Ltd. plans to acquire 85% equity of Hunan Xiangtou Yuanling Hydropower Co., Ltd. through a combination of issuing shares and cash payment, necessitating an asset valuation report to assess the market value of the equity involved as of March 31, 2025 [4][7][14]. Group 1: Company Overview - Hunan Energy Group Development Co., Ltd. is a publicly listed company established on August 12, 1993, with a registered capital of 464.15 million yuan, engaged in power generation, transmission, and supply [7][8]. - Hunan Xiangtou Yuanling Hydropower Co., Ltd. was established on April 7, 2000, with a registered capital of 12.4478 million yuan, primarily involved in hydropower generation [8][10]. Group 2: Valuation Purpose and Scope - The valuation aims to provide a reference for the acquisition of Hunan Xiangtou Yuanling Hydropower Co., Ltd.'s equity, as decided in the board meeting on April 1, 2025 [4][14]. - The valuation encompasses all assets and liabilities of Hunan Xiangtou Yuanling Hydropower Co., Ltd., with a total asset book value of 208.35 million yuan and total liabilities of 45.49 million yuan as of the valuation date [14][15]. Group 3: Valuation Methodology - The valuation employs both the asset-based approach and the income approach, with the asset-based approach being selected as the final valuation conclusion due to the availability of comprehensive data [19][20]. - The asset-based approach assesses the value of identifiable assets and liabilities based on the balance sheet as of the valuation date, while the income approach evaluates the expected future earnings [19][20].

Core Viewpoint - The report evaluates the market value of the entire equity of Hunan Xinxiao Creek Hydropower Development Co., Ltd. as part of Hunan Energy Group's acquisition of an 88% stake from Hunan Energy Group Electric Power Investment Co., Ltd. The evaluation is based on the asset-based and income approaches, with a valuation date of March 31, 2025 [2][4][5]. Group 1: Company Overview - Hunan Energy Group Development Co., Ltd. is a publicly listed company with a registered capital of 464.15 million yuan, established on August 12, 1993, and involved in power generation, transmission, and supply [6]. - Hunan Xinxiao Creek Hydropower Development Co., Ltd. was established on December 25, 2003, with a registered capital of 21.76 million yuan, focusing on the construction, production, and operation of hydropower stations [7][8]. Group 2: Evaluation Purpose and Scope - The evaluation aims to provide a value reference for Hunan Energy Group's acquisition of Hunan Xinxiao Creek Hydropower's equity, necessitating an assessment of the company's total assets and liabilities [3][4][15]. - The evaluation scope includes all assets and liabilities of Hunan Xinxiao Creek Hydropower as of the evaluation date, with total assets recorded at 798.24 million yuan and total liabilities at 436.62 million yuan [15][16]. Group 3: Financial Performance - The hydropower station has a designed capacity of 135,000 kW, with all generated electricity sold to the State Grid Hunan Electric Power Co., Ltd. The agreed settlement price for electricity is 302 yuan per megawatt-hour [11][12]. - Historical production and sales data indicate fluctuations in electricity generation and sales, with a notable drop in 2023, producing 27.22 million kWh compared to 50.42 million kWh in 2022 [11][13]. Group 4: Valuation Methodology - The valuation employs both the asset-based and income approaches, with the asset-based method being selected as the final valuation conclusion due to the comprehensive assessment of the company's assets and liabilities [19][20]. - The asset-based method evaluates the value of identifiable assets and liabilities based on the balance sheet as of the evaluation date, while the income approach considers the company's expected future earnings [19][20].