CTGR(SH:600905) Shang Hai Zheng Quan Bao·2025-08-06 18:55Core Viewpoint - China Three Gorges New Energy (Group) Co., Ltd. plans to issue public REITs based on its Dalian Zhuanghe III offshore wind power project as the underlying asset, which constitutes a related party transaction [15][25]. Group 1: Board Meeting Resolutions - The second board meeting on August 6, 2025, approved the issuance of public REITs based on the Dalian Zhuanghe III offshore wind power project [1][4]. - The board also approved amendments to the company's articles of association, which will take effect upon approval by the shareholders' meeting [5][6]. - The board approved revisions to the rules for shareholders' meetings and board meetings [8][9][11]. Group 2: Related Party Transactions - The company plans to subscribe for 34% of the fund shares, while its related party, Three Gorges Capital, intends to subscribe for 10% [15][25]. - The total amount of related party transactions in the past 12 months, excluding daily transactions, was 840.63 million yuan, with 764.70 million yuan involving the same related party [26][36]. - The transaction does not constitute a major asset restructuring as per regulations [16][25]. Group 3: Project Details - The Dalian Zhuanghe III project has a total installed capacity of 298.8 MW and was fully connected to the grid in November 2020 [18][19]. - The funds raised from the REITs will primarily be used to repay existing debts and invest in new projects [20]. - The expected distribution of profits will be no less than 90% of the fund's annual distributable amount [21]. Group 4: Regulatory and Procedural Aspects - The REITs project is currently in the application stage and requires approval from relevant regulatory authorities [35]. - The company will submit formal application materials to regulatory bodies and maintain close communication regarding policy developments [24][35]. - The independent directors unanimously agreed that the transaction would help optimize the company's capital structure and would not harm the interests of shareholders, especially minority shareholders [33].