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].

一、委托人、被评估单位和评估委托合同委托的其他评估报告使用者概况 5 北京天健兴业资产评估有限公司 湖南湘投铜湾水利水电开发有限责任公司资产评估报告 第1页 声明 一、本资产评估报告依据财政部发布的资产评估基本准则和中国资产评估协 会发布的资产评估执业准则和职业道德准则编制。 二、委托人或者其他资产评估报告使用人应当按照法律、行政法规规定及本 资产评估报告载明的使用范围使用资产评估报告；委托人或者其他资产评估报告 使用人违反前述规定使用资产评估报告的，本资产评估机构及资产评估师不承担 责任。本资产评估报告仅供委托人、资产评估委托合同中约定的其他资产评估报 告使用人和法律、行政法规规定的资产评估报告使用人使用；除此之外，其他任 何机构和个人不能成为资产评估报告的使用人。本资产评估机构及资产评估师提 示资产评估报告使用人应当正确理解和使用评估结论，评估结论不等同于评估对 象可实现价格，评估结论不应当被认为是对评估对象可实现价格的保证。 三、本资产评估机构及资产评估师遵守法律、行政法规和资产评估准则，坚 持独立、客观和公正的原则，并对所出具的资产评估报告依法承担责任。 四、评估对象涉及的资产、负债清单由委托人、被评 ...

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（ ...