湖南发展: 第十一届董事会第三十二次会议决议公告

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].