SPICYD(SH:600292) Zheng Quan Zhi Xing·2025-08-31 10:12Core Viewpoint - The adjustment of the transaction plan by the company does not constitute a significant change to the restructuring plan, as it only involves a reduction in the transaction price of the target assets, which does not exceed 20% [20][21]. Group 1: Transaction Details - The company plans to acquire a 37% stake in Wuling Power Co., Ltd. and a 64.93% stake in Changzhou Hydropower Development Co., Ltd. through a combination of issuing shares and cash payments [1]. - The adjusted transaction price for the 100% stake in Wuling Power is set at 24,267.34 million yuan, while the adjusted price for the 64.93% stake in Changzhou Hydropower is 2,912.36 million yuan [3]. - The total payment for the adjusted transaction is 27,179.70 million yuan, down from 27,735.53 million yuan [3]. Group 2: Transitional Profit and Loss Allocation - During the transitional period, profits from Wuling Power's assets will be retained by the company, while losses will be borne by the counterparties, China Power and Hunan Xiangtou International [4][5]. - For Changzhou Hydropower, profits will be enjoyed by the company, and losses will be compensated by Guangxi Company in cash according to their shareholding ratio [5]. Group 3: Performance Commitment and Compensation Arrangements - The performance commitment amount will be audited annually, and any discrepancies will result in compensation obligations for China Power and Hunan Xiangtou International based on the audited results [6][7]. - The compensation for performance commitments will be capped at the total transaction price of the performance commitment assets [16][18]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor confirms that the adjustments made to the transaction plan do not constitute a significant change to the restructuring plan, in accordance with relevant regulations [21].