远达环保拟收购水电资产，推动转型发展与资产整合

Core Viewpoint - The transaction aims to facilitate the transformation and development of Yuanda Environmental Protection, establishing a domestic hydropower asset integration platform for the State Power Investment Corporation [1][5]. Group 1: Necessity of the Transaction - The completion of the transaction will add power generation businesses in Hunan and Guangxi, transforming Yuanda Environmental Protection into a hydropower asset integration platform. The State Power Investment Corporation has committed to injecting additional hydropower assets over the next three years [2]. - The newly injected assets, Wuling Power and Changzhou Hydropower, are engaged in power generation in Hunan and Guangxi, with Wuling Power's renewable energy generation business accounting for approximately 40% of its revenue [2]. - Yuanda Environmental Protection's original environmental protection business faces intense competition and technological innovation pressures, leading to poor financial performance and a long-term undervalued stock price, necessitating a transformation. Hydropower business aligns well with policy, offers stable operations, and has strong cash flow resilience, fitting the company's strategic direction [2]. - According to the pro forma review report, excluding the raised matching funds, the transaction will significantly enhance multiple financial indicators, with total assets projected to increase from 9.503 billion to 68.255 billion yuan, a growth of 618.23%, and net profit attributable to the parent company expected to rise from 35.9624 million to 885 million yuan, an increase of 2361.37% [2]. Group 2: Pre-Reorganization and Competition Resolution - Prior to the transaction, Wuling Power and Changzhou Hydropower underwent a pre-reorganization, with Wuling Power acquiring 36 company shares and divesting 96, while Changzhou Hydropower sold 5 company shares. This pre-reorganization aims to focus on core business, avoid competition, and improve transaction efficiency [3]. - Currently, Wuling Power has 8 companies pending divestiture that have not completed business registration changes, with one minority shareholder initiating litigation. However, several companies have completed the necessary changes, and the remaining companies are expected to finalize by the end of 2025. Wuling Power and Wuling New Energy have signed a management agreement regarding the litigation to ensure it does not affect the transaction [3]. Group 3: Clear Transaction Plan and Integration Control - Yuanda Environmental Protection will acquire 64.93% of Changzhou Hydropower's shares, with the remaining shares involving multiple shareholders, leading to uncertainties in the sale process. Therefore, the initial acquisition of partial shares is to achieve actual control [4]. - After the transaction, Yuanda Environmental Protection will become the controlling shareholder of Changzhou Hydropower, with remaining shareholders having limited governance participation, which will not adversely affect the company [4]. - A comprehensive integration and control plan has been developed for the target company, focusing on business, assets, finance, personnel, and institutions to enhance overall profitability. To address integration risks arising from business differences, the company will implement measures such as strengthening management of significant matters, establishing risk control and supervision mechanisms, improving incentive systems, recruiting talent, and creating communication channels [4].