SPICYD(SH:600292) Shang Hai Zheng Quan Bao·2025-08-31 19:54Core Viewpoint - The company plans to acquire 100% equity of Wuling Power and 64.93% equity of Changzhou Hydropower through a combination of issuing shares and cash payments, while also raising matching funds from specific investors [1][5][41]. Group 1: Transaction Details - The company intends to purchase 63% equity of Wuling Power from China Power International Development Co., Ltd. and 37% equity from Hunan Xiangtou International Investment Co., Ltd., along with 64.93% equity of Changzhou Hydropower from State Power Investment Corporation Guangxi Electric Power Co., Ltd. [1][5][41]. - The total adjusted transaction price for Wuling Power is set at 2,426,734.20 million yuan, while for Changzhou Hydropower, it is 291,235.78 million yuan, accounting for post-evaluation dividends [43][44]. Group 2: Adjustments and Approvals - The company held a board meeting on August 29, 2025, where it approved adjustments to the transaction plan, confirming that these adjustments do not constitute a major change to the restructuring plan [6][35][56]. - The adjustments include changes to the transaction price and arrangements for transitional period profits and losses, ensuring that the company retains the benefits from profits generated during this period [48][50]. Group 3: Performance Commitments and Compensation - The performance commitment agreements will be adjusted to include compensation arrangements for any shortfalls in net profits during the performance commitment period, with specific formulas for calculating compensation shares [12][13][53]. - The company will also establish compensation obligations for impairment testing assets, ensuring that any losses are covered by the respective parties based on their equity stakes [17][19][28].