Core Viewpoint - The document outlines the legal opinions regarding the major asset swap and share issuance for the State Power Investment Corporation's subsidiary, emphasizing the legality and compliance of the transaction with existing laws and regulations [1][4]. Group 1: Transaction Overview - The transaction involves a major asset swap and issuance of shares to acquire assets, which constitutes a related party transaction and a significant asset restructuring but does not qualify as a restructuring listing [4][5]. - The transaction plan has not changed since the issuance of the initial legal opinion [4][5]. Group 2: Approvals and Authorizations - New approvals obtained since the initial legal opinion include consent for the asset restructuring and financing plan [5]. - The transaction still requires approval from the shareholders' meeting, Shenzhen Stock Exchange, and the China Securities Regulatory Commission [5]. Group 3: Qualifications of Parties Involved - The company involved, State Power Investment Corporation, has maintained its qualifications to participate in the transaction, with no changes in its basic situation since the last legal opinion [6]. - The counterparties, including State Nuclear Power and China Life, also retain their qualifications to engage in the transaction [6]. Group 4: Substantive Conditions of the Transaction - The transaction complies with the relevant provisions of the restructuring management regulations and has passed the antitrust review without further examination [7]. - The company has not received any adverse audit opinions in the past year, affirming its financial stability [7]. Group 5: Related Agreements - No new agreements have been signed regarding the transaction since the issuance of the initial legal opinion [8]. Group 6: Assets Involved - The assets being divested include 100% equity of Capital Holdings, which has not undergone any changes in its basic situation since the last legal opinion [8][9]. - The assets being acquired include 100% equity of State Nuclear Power, which also remains unchanged in its basic situation [12][13]. Group 7: Financial and Legal Compliance - The company and its subsidiaries have obtained all necessary business qualifications and licenses, which are valid and effective [14][18]. - There are no significant debts or tax issues reported for the company or its subsidiaries during the reporting period [19].

Core Viewpoint - The company plans to acquire 100% equity of Guodian Power Nuclear Co., Ltd. through asset swaps and share issuance, while also divesting 100% equity of State Power Investment Group Capital Holdings Co., Ltd. This transaction aims to enhance the company's asset scale and profitability, with measures in place to mitigate any potential dilution of immediate returns for investors [1][4]. Financial Impact - Before the transaction, the total assets were approximately 4,783.17 million, and after the transaction, they are expected to increase to about 12,732.36 million [2]. - The total liabilities before the transaction were around 1,804.26 million, which will rise to approximately 7,785.04 million post-transaction [2]. - The total operating revenue is projected to grow from 574.45 million before the transaction to 1,070.06 million afterward [3]. - Net profit is expected to increase from 136.29 million to 390.49 million following the transaction [3]. - The net profit attributable to the parent company is anticipated to rise from 104.40 million to 343.72 million [3]. - The asset-liability ratio will change from 37.72% to 61.14% post-transaction [3]. Measures to Mitigate Dilution - The company plans to accelerate the integration of Guodian Power Nuclear to enhance profitability, focusing on procurement, sales, finance, and daily operations [4][5]. - The governance structure will be improved to ensure effective management and protect investor interests, particularly for minority shareholders [5][6]. - The company will enhance its profit distribution policy to ensure reasonable returns for investors, aligning with regulatory requirements [6]. Commitments from Management - The board of directors and senior management have committed to not transferring benefits unfairly and to adhere to the measures for mitigating return dilution [7]. - The controlling shareholder and its affiliates have also pledged not to interfere with the company's management and to bear responsibility for any losses incurred by the company or its investors [8].

Group 1 - The company plans to acquire 100% equity of Guodian Power Nuclear Co., Ltd. through asset replacement and share issuance, while divesting 100% equity of State Power Investment Group Capital Holdings Co., Ltd. and raising supporting funds [1][2] - The independent directors of the company reviewed the transaction proposals during the third special meeting of 2025, confirming compliance with relevant laws and regulations [1] - The audit reference date for the transaction has been updated to December 31, 2024, in accordance with securities regulatory requirements [1] Group 2 - The company has engaged a qualified accounting firm to conduct extended audits of the divested and acquired assets, and the related financial reports have been reviewed and comply with legal requirements [1] - Asset evaluation reports for both divested and acquired assets have been issued by Beijing Zhongqi Hua Asset Appraisal Co., Ltd. and have been filed with the State-owned Assets Supervision and Administration Commission [1] - The revisions and updates to the draft report on major asset replacement and share issuance are in accordance with the Company Law, Securities Law, and other relevant regulations, confirming the operability of the transaction plan [2]

Core Viewpoint - The company is undergoing a significant asset swap and share issuance to acquire assets from State Nuclear Power Technology Company and China Life Insurance, aiming to enhance its operational capacity in the nuclear energy sector [1][12][21]. Group 1: Transaction Overview - The transaction consists of a major asset swap, issuance of shares for asset purchase, and fundraising through the issuance of shares to no more than 35 specific investors [1][12]. - The assets being swapped include 100% equity of Electric Power Nuclear Co. from State Nuclear and 100% equity of Capital Holdings from the company [12][13]. - The transaction values the assets at approximately 57.12 billion yuan for the incoming assets and 15.11 billion yuan for the outgoing assets [13][19]. Group 2: Financial Impact - Post-transaction, the company's total assets are projected to increase from approximately 478.32 billion yuan to 1,273.24 billion yuan, while total liabilities will rise from about 180.43 billion yuan to 778.50 billion yuan [21]. - The net profit attributable to shareholders is expected to grow from approximately 10.44 billion yuan to 34.37 billion yuan, indicating a significant enhancement in profitability [21]. - The asset-liability ratio will increase from 37.72% to 61.14%, reflecting a higher leverage post-transaction [21]. Group 3: Shareholding Structure - The transaction will alter the shareholding structure, with State Nuclear becoming the controlling shareholder, holding approximately 43.80% of shares post-transaction [21]. - The company’s original major shareholder, State Power Investment Group, will see its stake reduced to about 15.50% [21]. - China Life Insurance will hold approximately 25.05% of shares after the transaction [21]. Group 4: Regulatory and Compliance - The transaction is subject to approval from relevant regulatory bodies, including the China Securities Regulatory Commission and the Shenzhen Stock Exchange [3][21]. - The company has committed to strict compliance with information disclosure obligations to protect the interests of minority investors during the transaction process [22][23]. - Independent assessments have been conducted to ensure the fairness of asset valuations and compliance with regulatory standards [23].

Core Viewpoint - The company is convening its third extraordinary general meeting of shareholders in 2025 to discuss significant asset restructuring and related transactions, with an updated audit report date of December 31, 2024, due to the expiration of previous financial data [1][2]. Meeting Details - The extraordinary general meeting is scheduled for May 26, 2025, at 14:30 [1]. - The meeting will be held both in-person and via online voting, with specific voting times outlined [3]. - The meeting location is at the company's office in Beijing [4]. Proposal Adjustments - A temporary proposal has been added to the agenda regarding the updated audit report and related documents, while a corresponding original proposal has been canceled [2]. - The company’s controlling shareholder, State Power Investment Corporation, holds 49.76% of the shares and has the right to submit proposals for the meeting [2]. Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system and the internet voting system [3][13]. - The meeting will include a total proposal that encompasses all non-cumulative voting proposals, requiring a two-thirds majority for approval [11]. Agenda Items - The agenda includes various proposals related to the major asset restructuring and issuance of shares for asset purchases, with specific details on pricing, performance commitments, and funding arrangements [8][9][10]. - Proposals also address compliance with relevant regulations and the independence of evaluation agencies [20][21]. Registration and Attendance - Shareholders must register in advance to attend the meeting, with specific documentation required for both individual and corporate shareholders [12][13]. - The company will provide a contact for inquiries related to the meeting [12].

Group 1 - The company plans to acquire 100% equity of Guodian Power Nuclear Co., Ltd. through asset swap and share issuance, while divesting 100% equity of State Power Investment Group Capital Holdings Co., Ltd. and raising supporting funds [1][2] - The company has taken necessary confidentiality measures to limit the dissemination of sensitive information and has announced a trading suspension starting from September 30, 2024, expected to last no more than 10 trading days [1] - The board of directors has confirmed that all necessary legal procedures for the transaction have been completed in accordance with relevant laws and regulations, ensuring the legality and effectiveness of the process [2][3] Group 2 - The board has ensured that all legal documents submitted for the transaction do not contain any false records, misleading statements, or significant omissions, and they bear legal responsibility for the authenticity, accuracy, and completeness of these documents [2][3] - The transaction is classified as a related party transaction, and related directors have abstained from voting [2]

Group 1 - The company held a supervisory board meeting on May 15, with all three supervisors present, and the meeting complied with legal and regulatory requirements [1] - The supervisory board approved the updated audit report and asset evaluation report for the ongoing transaction, with the audit reference date updated to December 31, 2024 [1][2] - The company engaged a qualified accounting firm to conduct the audit of the assets involved in the transaction and issued relevant audit reports [1] Group 2 - The asset evaluation reports for the assets being disposed of and acquired have been filed with the State-owned Assets Supervision and Administration Commission and are still valid [2] - The board approved the revised draft of the major asset swap and share issuance report, reflecting the updated audit reference date [2] - Both proposals will be submitted to the shareholders' meeting for approval, with related shareholders required to abstain from voting [2]

中信证券股份有限公司关于 本次交易摊薄即期回报及公司采取的措施之专项核查意见 国家电投集团产融控股股份有限公司（以下简称"公司"或"上市公司"） 拟通过资产置换和发行股份方式购买国电投核能有限公司（以下简称"电投核能"） 100%股权，同时置出国家电投集团资本控股有限公司 100%股权，并募集配套资 金（以下合称"本次交易"）。中信证券股份有限公司（以下简称"中信证券"、 "独立财务顾问"）作为本次交易的独立财务顾问，根据《国务院关于进一步促 进资本市场健康发展的若干意见》（国发[2014]17 号）、《国务院办公厅关于进 一步加强资本市场中小投资者合法权益保护工作的意见》（国办发[2013]110 号） 和中国证券监督管理委员会（以下简称"证监会"）《关于首发及再融资、重大 资产重组摊薄即期回报有关事项的指导意见》（证监会公告[2015]31 号）等有关 规定，就本次交易对即期回报摊薄的影响情况、防范和填补措施以及相关承诺的 核查情况说明如下： 一、本次交易对公司当期每股收益的影响 根据上市公司 2023 年度审计报告、2024 年度审计报告、《国家电投集团产 融控股股份有限公司审阅报告及备考财务报表》（信 ...

中银国际证券股份有限公司 关于国家电投集团产融控股股份有限公司 重大资产置换及发行股份购买资产 并募集配套资金暨关联交易 之 独立财务顾问报告（修订稿） 独立财务顾问 二〇二五年五月 （五）本独立财务顾问未委托或授权其他任何机构和个人提供未在独立财务 顾问报告中列载的信息，以作为本独立财务顾问报告的补充和修改，或者对本独 立财务顾问报告作任何解释或说明。未经独立财务顾问书面同意，任何人不得在 任何时间、为任何目的、以任何形式复制、分发或者摘录独立财务顾问报告或其 任何内容，对于本独立财务顾问报告可能存在的任何歧义，仅独立财务顾问自身 有权进行解释； （六）对于本独立财务顾问报告至关重要而又无法得到独立证据支持或需要 法律、审计、评估等专业知识来识别的事实，本独立财务顾问主要依据有关政府 部门、律师事务所、会计师事务所、资产评估机构及其他有关单位出具的意见、 说明及其他文件做出判断； （七）本独立财务顾问特别提请广大投资者认真阅读就本次交易事项披露的 相关公告，查阅有关文件。 2 中银国际证券股份有限公司关于国家电投集团产融控股股份有限公司 重大资产置换及发行股份购买资产并募集配套资金暨关联交易之独立财务顾问报 ...

中信证券股份有限公司 关于国家电投集团产融控股股份有限公司 重大资产置换及发行股份购买资产 并募集配套资金暨关联交易 之 独立财务顾问报告（修订稿） 独立财务顾问 二〇二五年五月 中信证券股份有限公司关于国家电投集团产融控股股份有限公司 重大资产置换及发行股份购买资产并募集配套资金暨关联交易之独立财务顾问报告 独立财务顾问声明和承诺 一、独立财务顾问声明 （一）本独立财务顾问与本次交易各方无任何关联关系。本独立财务顾问本 着客观、公正的原则对本次交易出具独立财务顾问报告； （二）本独立财务顾问报告所依据的文件和材料由本次交易各方提供，提供 方对所提供文件及资料的真实性、准确性和完整性负责，并保证该等信息不存在 虚假记载、误导性陈述或者重大遗漏。本独立财务顾问不承担由此引起的任何风 险责任； （三）本独立财务顾问报告是在假设本次交易各方当事人均全面和及时履行 本次交易相关协议和声明或承诺的基础上出具； （四）本独立财务顾问报告不构成对上市公司的任何投资建议或意见，对投 资者根据本独立财务顾问报告作出的任何投资决策可能产生的风险，本独立财务 顾问不承担任何责任； （五）本独立财务顾问未委托或授权其他任何机构和个人 ...