证券代码：000722 证券简称：湖南发展 公告编号：2025-065 1、湖南能源集团发展股份有限公司（以下简称"公司"）第十一届董事会第 三十三次会议通知于 2025 年 09 月 01 日以电子邮件等方式发出。 2、本次董事会会议于 2025 年 09 月 08 日以现场结合通讯表决方式召开。 3、本次董事会会议应出席董事人数为 5 人，实际出席会议董事人数为 5 人。 4、本次董事会会议的召开符合有关法律、行政法规、部门规章、规范性文 件和《公司章程》的规定。 二、董事会会议审议情况 1、审议通过《关于解散清算参股公司的议案》 湖南能源集团发展股份有限公司 第十一届董事会第三十三次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 详见同日披露的《关于解散清算参股公司的公告》（公告编号:2025-066）。 表决结果：5 票赞成，0 票反对，0 票弃权。本议案获得通过。 三、备查文件 经与会董事签字并加盖董事会印章的董事会决议 特此公告 湖南能源集团发展股份有限公司董事会 2025 年 09 月 08 日 ...

Core Viewpoint - Hunan Development Group Co., Ltd. has disclosed the details of its restructuring plan, which involves acquiring the controlling rights of four hydropower stations for 1.512 billion yuan, marking a significant step in optimizing asset structure and enhancing competitiveness in the context of national "dual carbon" goals [1][4]. Group 1: Transaction Details - The restructuring began on March 19, 2025, with Hunan Development announcing a major asset restructuring plan [4]. - The company plans to acquire 90% of the shares in Tongwan Hydropower, 90% in Qingshui Pond Hydropower, 88% in Xiaoxi Hydropower, and 85% in Gaotan Hydropower, all located in Hunan Province [4]. - The final transaction price is set at 1.512 billion yuan, with 55% paid in shares (832 million yuan) and 45% in cash (681 million yuan) [4]. - The share issuance price is locked at 7.81 yuan per share, with 107 million shares to be issued, accounting for 18.66% of the total post-issue share capital [4]. Group 2: Financial Impact - The acquisition is expected to significantly enhance the company's profitability, with the target assets projected to generate 459 million yuan in revenue and 142 million yuan in net profit in 2024, far exceeding Hunan Development's projected net profit of 62.11 million yuan for the same year [9]. - The four hydropower stations have a combined installed capacity of 500,000 kilowatts, which is more than double Hunan Development's existing capacity of 234.45 megawatts [10]. - The restructuring aligns with the national "dual carbon" goals and is seen as a key measure to optimize energy structure [6][11]. Group 3: Market Position and Industry Context - Following the acquisition, Hunan Development's controllable installed capacity will triple, reaching 778 megawatts, significantly enhancing its market position in the clean energy sector in Hunan Province [6]. - The restructuring is part of a broader trend in the industry, with state-owned enterprises engaging in mergers and acquisitions to strengthen their market competitiveness and optimize resource allocation [10]. - Hydropower is characterized by its counter-cyclical nature, making it a valuable asset in the current low-interest-rate environment [10].

Market Overview - The A-share market opened with the Shanghai Composite Index down by 0.31%, the Shenzhen Component Index down by 0.34%, and the ChiNext Index down by 0.57% [1] Sector Performance - The satellite navigation sector was active at the beginning of the trading session, with Kaipu Cloud achieving a consecutive two-day increase and Shaanxi Huada hitting the daily limit up by 20% due to news that relevant authorities will soon issue satellite internet licenses [1] - Power stocks experienced a general rise, with Hunan Development (000722) increasing over 5% and Changyuan Power (000966) rising over 4% [1] - The semiconductor sector faced adjustments, with Shengke Communication dropping nearly 8%, and both Cambricon and Chipone falling over 5% [1] - Liquor stocks generally opened lower, with Jiu Gui Jiu (000799) and Gujing Gongjiu (000596) both declining over 2% [1]

Audit Report - The audit opinion states that the financial statements of Hunan Xiangtou Yuanling Gaotan Power Co., Ltd. fairly reflect the financial position as of December 31, 2023, December 31, 2024, and March 31, 2025, as well as the operating results and cash flows for the years 2023, 2024, and the first three months of 2025 [2][3]. Financial Statements Balance Sheet - The company’s fixed assets as of December 31, 2023, December 31, 2024, and March 31, 2025, amounted to RMB 12,009.43 million, representing 57.60%, 59.86%, and 57.64% of total assets, respectively [4]. Income Statement - The company’s operating revenue primarily comes from electricity sales, with significant inherent risks related to revenue recognition due to management's potential for inappropriate revenue recognition to meet specific targets [3][4]. Cash Flow Statement - The cash flow statement reflects the company's liquidity and operational efficiency, although specific figures are not detailed in the provided text [6]. Statement of Changes in Equity - The company’s equity changes include capital contributions and retained earnings adjustments, with a total equity of RMB 124,477.859 million as of the latest reporting period [6]. Key Audit Matters Revenue Recognition - Revenue recognition is identified as a key audit matter due to the significant risk of misstatement in operating revenue, which is crucial for performance metrics [3][4]. Fixed Assets - Fixed assets are also a key audit matter due to their substantial investment scale and long return periods, making verification of existence and ownership challenging [4][5]. 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 misstatement due to fraud or error [5][6]. Company Overview - Hunan Xiangtou Yuanling Gaotan Power Co., Ltd. was established on April 7, 2000, and is primarily engaged in hydropower generation [6][7]. The company operates under the continuous operation assumption, with no significant doubts regarding its ability to continue as a going concern [6][7].

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].

Group 1 - The company plans to acquire 85% of Hunan Xiangtou Yuanling Gaotan Power Co., Ltd., 90% of Hunan Xiangtou Tongwan Hydropower Development Co., Ltd., 90% of Hunan Xiangtou Qingshuitang Hydropower Development Co., Ltd., and 88% of Hunan Xinshao Xiaoxi Hydropower Development Co., Ltd. through a combination of issuing shares and cash payment [1] - The share issuance price for the asset acquisition is set at 7.86 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 [1] - The company will issue shares to no more than 35 specific investors to raise supporting funds for the transaction [1] Group 2 - The company approved a profit distribution plan at the 2024 annual shareholders' meeting, proposing a cash dividend of 0.5 yuan per 10 shares, totaling 23,207,914.10 yuan (including tax) [2][3] - The record date for the dividend distribution is set for June 17, 2025, and the ex-dividend date is June 18, 2025 [3] - Following the profit distribution, the share issuance price for the asset acquisition will be adjusted to 7.81 yuan per share, accounting for the cash dividend of 0.05 yuan per share [3] Group 3 - The transaction is subject to multiple decision-making and approval processes, including approval from the relevant state-owned asset supervision and administration authority, a formal plan review by the shareholders' meeting, and registration with the China Securities Regulatory Commission [3] - The company will continue to advance related work and fulfill information disclosure obligations in accordance with relevant laws and regulations [3]

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]

Core Viewpoint - The company, Hunan Energy Group Development Co., Ltd., is undergoing a significant asset restructuring involving the acquisition of multiple hydropower companies through a combination of issuing shares and cash payments, which is expected to enhance its operational capacity in the electricity sector [3][4][5]. Group 1: Company Overview - Hunan Energy Group Development Co., Ltd. was established in 1993 and is headquartered in Changsha, Hunan Province, with a registered capital of 464,158,282.00 RMB [2][3]. - The company operates primarily in the electricity sector, focusing on power supply activities [3]. Group 2: Major Asset Restructuring Plan - The restructuring plan includes acquiring 90% stakes in Hunan Xiangtou Copper Bay Hydropower Development Co., Ltd., 90% in Hunan Xiangtou Qingshui Pond Hydropower Development Co., Ltd., 88% in Hunan Xinshao Xiaoxi Hydropower Development Co., Ltd., and 85% in Hunan Xiangtou Yuanling High Beach Power Generation Co., Ltd. [4][5][6]. - The total estimated transaction value for acquiring these assets is approximately 49,950.81 million RMB for Copper Bay Hydropower, 33,821.88 million RMB for Qingshui Pond Hydropower, 40,800.76 million RMB for Xiaoxi Hydropower, and 26,671.07 million RMB for Yuanling High Beach Power Generation [13][14][15][16]. Group 3: Financial Details - The company plans to issue shares at a price of 7.81 RMB per share, with 55% of the payment made through shares and 45% through cash [6][7]. - The total planned fundraising for supporting the acquisition is 80,000.00 million RMB, which will be used for cash payments, working capital, and intermediary fees [7][8]. Group 4: Regulatory Approvals - The transaction has received approval from the Hunan Provincial State-owned Assets Supervision and Administration Commission and will require further approval from the company's shareholders, the Shenzhen Stock Exchange, and the China Securities Regulatory Commission [8].

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]