中国银河证券股份有限公司 关于 华电国际电力股份有限公司 发行股份及支付现金购买资产 并募集配套资金暨关联交易 实施情况 之 独立财务顾问核查意见 独立财务顾问 二〇二五年八月 独立财务顾问声明 中国银河证券股份有限公司（以下简称"中国银河"、"本独立财务顾问"） 接受华电国际电力股份有限公司（以下简称"华电国际"、 "上市公司"或"公司"） 委托，担任本次发行股份及支付现金购买资产并募集配套资金暨关联交易（以下 简称"本次交易"）的独立财务顾问，就该事项向上市公司全体股东提供独立意 见，并制作本核查意见。 本独立财务顾问核查意见是依据《中华人民共和国公司法》《中华人民共和 国证券法》 《上市公司重大资产重组管理办法》 《上市公司并购重组财务顾问业务 《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司 管理办法》 重大资产重组》《上市公司监管指引第 9 号——上市公司筹划和实施重大资产重 组的监管要求》和《上海证券交易所上市公司重大资产重组审核规则》等法律法 规及文件的规定和要求，以及证券行业公认的业务标准、道德规范，经过审慎调 查，本着诚实信用和勤勉尽责的态度，就本次交易认真履行尽职调查义务 ...

华泰联合证券有限责任公司 关于 华电国际电力股份有限公司 发行股份及支付现金购买资产 并募集配套资金暨关联交易 实施情况 之 独立财务顾问核查意见 独立财务顾问 二〇二五年八月 独立财务顾问声明 华泰联合证券有限责任公司（以下简称"华泰联合"、"本独立财务顾问"） 接受华电国际电力股份有限公司（以下简称"华电国际"、 "上市公司"或"公司"） 委托，担任本次发行股份及支付现金购买资产并募集配套资金暨关联交易（以下 简称"本次交易"）的独立财务顾问，就该事项向上市公司全体股东提供独立意 见，并制作本核查意见。 本独立财务顾问核查意见是依据《中华人民共和国公司法》《中华人民共和 国证券法》 《上市公司重大资产重组管理办法》 《上市公司并购重组财务顾问业务 管理办法》 《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司 重大资产重组》《上市公司监管指引第 9 号——上市公司筹划和实施重大资产重 组的监管要求》和《上海证券交易所上市公司重大资产重组审核规则》等法律法 规及文件的规定和要求，以及证券行业公认的业务标准、道德规范，经过审慎调 查，本着诚实信用和勤勉尽责的态度，就本次交易认真履行尽职调查义务 ...

Group 1 - The core viewpoint of the article emphasizes that managing market capitalization is a responsibility of listed companies, and that short-term stock price fluctuations should be viewed rationally, with a focus on sustained profitability as the best return for investors [1] - The company is committed to its own development and aims to create value for shareholders through excellent long-term performance, with the 2025 semi-annual report scheduled for disclosure on August 26, 2025 [1] - The Meirui Technology project is part of the company's strategic layout, requiring significant upfront investment due to its high technical content, and the company is currently focused on improving operational quality to achieve production efficiency [1] Group 2 - The company will strictly adhere to legal and regulatory requirements for timely information disclosure regarding any asset restructuring, share buybacks, or other significant corporate actions [1] - Investors have raised concerns about the potential for a significant year-on-year decline in the company's mid-year performance and the high debt levels of its subsidiary, Meirui Technology, questioning the reliance on borrowing and share issuance [3] - There are inquiries regarding the company's consideration of measures such as asset restructuring, share transfers, buybacks, or divesting loss-making subsidiaries to stabilize market confidence [3]

Core Points - The stock price of Huaihe Energy (600575) remained stable at 3.51 CNY as of August 22, 2025, with a market capitalization of 13.641 billion CNY, ranking 17th in the coal mining sector and 1397th in the A-share market [1] Shareholder Changes - As of August 20, 2025, the number of shareholders for Huaihe Energy decreased by 3,493, a reduction of 4.71%, while the average shareholding increased from 52,400 shares to 54,900 shares, with an average shareholding value of 192,300 CNY [1][3] Company Announcements - Huaihe Energy plans to acquire 89.30% of the equity of Huaihe Energy Power Group from its controlling shareholder, Huainan Mining Group, through a combination of share issuance and cash payment. This transaction aims to resolve industry competition and enhance the core competitiveness of the listed company. The assets involved include the power group's equity, which encompasses thermal power generation, renewable energy generation, and supporting coal mines. Post-transaction, the company will have additional related transactions but will not face substantial industry competition. The power group’s power plants and photovoltaic projects are competitive and align with industry development trends. The pricing for coal sales and purchases between the power group and Huainan Mining is fair, and the operational relationship with Huaihe Coal Power is deemed necessary. Some land and property of the power group lack ownership certificates, but this does not affect production operations. There are no substantial obstacles to renewing expiring qualification certificates. The power group has established a comprehensive safety production management system, which is effectively implemented, and administrative penalties during the reporting period have not significantly impacted operations. The intermediary institutions have confirmed that the aforementioned matters comply with relevant laws and regulations. The transaction requires approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission before implementation [1]

Core Viewpoint - The company, Jiaozuo Wanfang, plans to acquire a 99.4375% stake in Sanmenxia Aluminum through a share issuance, marking a significant asset restructuring and related party transaction without changing the actual controller of the listed company [1] Group 1: Transaction Details - The total assessed value of 100% equity in Sanmenxia Aluminum is 32.136 billion yuan, with the final transaction amount set at 31.949 billion yuan, paid through share issuance at a price of 5.39 yuan per share [1] - The acquisition is part of a broader strategy to enhance the company's position in the aluminum industry by extending its operations upstream in the supply chain [2] Group 2: Company and Industry Position - Sanmenxia Aluminum is recognized as the first private enterprise in China to successfully produce alumina from bauxite, with significant production capabilities including the establishment of the first single-line alumina production lines with annual capacities of 800,000 tons, 1 million tons, and 1.2 million tons [1] - As of April 2025, Sanmenxia Aluminum will have an alumina production capacity of 10.28 million tons per year, ranking fourth in China and sixth globally, along with over 1 million tons of electrolytic aluminum capacity, ranking eleventh in the country [2] - The company also holds a significant position in the production of gallium and caustic soda, with gallium production capacity at 290 tons per year, accounting for 22.8% of national capacity, and caustic soda capacity of 500,000 tons per year, leading in South China [2] Group 3: Future Outlook - The company aims to explore synergies and integration with Sanmenxia Aluminum in operational development and industry layout, focusing on enhancing overall value and core competitiveness to solidify its position as an industry leader [3]

Core Viewpoint - Dongfeng Group's subsidiary, Lantu Automobile, will go public in Hong Kong through an introduction listing, while Dongfeng Group will simultaneously complete its privatization and delisting, marking an innovative transaction model that aims to strengthen Dongfeng's strategic layout and set a new benchmark for reform and innovation [1][3]. Group 1: Transaction Structure - The transaction involves a combination of "equity distribution + absorption merger," where Dongfeng Group will distribute 79.67% of its shares in Lantu Automobile to all shareholders, followed by Lantu's introduction listing on the Hong Kong Stock Exchange [3][4]. - After the transaction, Dongfeng Group will achieve 100% control through its wholly-owned subsidiary, Dongfeng Motor Group (Wuhan) Investment Co., Ltd., which will pay equity consideration to the controlling shareholder and cash consideration to other minority shareholders [4]. Group 2: Valuation and Market Performance - Dongfeng Group's overall valuation has been low, with a market capitalization of HKD 39.12 billion and a price-to-book (PB) ratio of only 0.25 as of July 31, 2025, indicating that the stock price has long been below net asset value [10]. - In contrast, Lantu Automobile has shown strong growth, delivering 85,697 vehicles in 2024, a year-on-year increase of approximately 70%, and has consistently achieved monthly sales exceeding 10,000 units since 2025 [10]. Group 3: Shareholder Benefits - The transaction offers a dual choice of cash and equity for minority shareholders, with a total acquisition price of HKD 10.85 per share, comprising HKD 6.68 in cash and HKD 4.17 in Lantu equity [11]. - This innovative approach is designed to enhance the value realization for shareholders, as Lantu's listing is expected to break the low valuation constraints of Dongfeng Group and facilitate a valuation logic shift [11][12]. Group 4: Strategic Implications - The combination of Lantu's introduction listing and Dongfeng Group's privatization is seen as a significant innovation and beneficial exploration, aiding Dongfeng in accelerating its transformation and allowing shareholders to share in Lantu's growth [12][13]. - The carefully designed transaction reflects Dongfeng's commitment to overcoming transformation challenges and demonstrates its role as a "national team" in the automotive industry [13].

Group 1 - The company, Quntong Education, stated on August 22 that it will fulfill its information disclosure obligations in accordance with regulatory requirements if there are any significant matters such as asset restructuring plans [1]

Core Viewpoint - Dongmu New Materials Group Co., Ltd. plans to acquire 34.75% equity of its subsidiary Shanghai Fuchi High-Tech Co., Ltd. through a combination of issuing shares and cash payment, while also raising matching funds from no more than 35 specific investors [1] Group 1: Impact on Earnings - The transaction is expected to have a minimal impact on the company's operating income and net profit, with projected diluted earnings per share increasing by 15.31% to 0.48 yuan per share post-transaction [2] - The company's operating income and net profit are projected to remain stable, indicating an enhancement in profitability and sustainable operational capacity [2] Group 2: Measures to Mitigate Dilution - The company has established a comprehensive internal control management system to ensure orderly business operations and will continue to optimize management processes post-transaction [3] - A temporary shareholders' meeting was held to approve the cancellation of the supervisory board, transferring its powers to the audit committee of the board [3][4] - The company emphasizes a governance structure that ensures clear responsibilities and checks and balances among the shareholders, board, and management [4] Group 3: Commitments from Stakeholders - Major shareholders and all directors and senior management have made commitments to not interfere with the company's management and to protect shareholder interests [5] - Specific commitments include maintaining fair practices, ensuring that personal consumption does not misuse company assets, and linking compensation structures to the execution of measures to mitigate dilution [6][7]

Core Viewpoint - The transaction involves issuing shares and cash to acquire assets and raise supporting funds, with the aim of increasing the company's stake in Shanghai Fuchi from 64.25% to 99% [2][3]. Group 1: Transaction Overview - The transaction consists of two parts: issuing shares and paying cash to purchase assets, and raising supporting funds, which is contingent on the successful implementation of the asset purchase [2]. - The company plans to acquire a total of 34.75% equity in Shanghai Fuchi from five counterparties [2]. Group 2: Financial Impact - According to the preliminary review report by Tianjian Accounting Firm, the transaction is expected to maintain stable operating revenue and net profit, with an increase in net profit attributable to shareholders and earnings per share [5][6]. - The financial indicators before and after the transaction show minimal changes, indicating stability in revenue and profit margins [4][5]. Group 3: Measures to Mitigate Dilution Risk - The company has established a comprehensive internal control management system to ensure orderly operations and will continue to optimize management processes post-transaction [6][7]. - The company has committed to a sustainable and stable profit distribution policy to protect shareholder interests and enhance investor returns [8]. Group 4: Commitments from Major Stakeholders - Major shareholders, directors, and senior management have made commitments to avoid actions that could dilute immediate returns and to uphold the company's interests [9][10]. - These commitments include adherence to regulatory requirements and a promise to take responsibility for any losses incurred due to non-compliance [10][11]. Group 5: Independent Financial Advisor's Opinion - The independent financial advisor concludes that the transaction does not pose a risk of immediate return dilution, and the measures taken by the company align with regulatory guidelines aimed at protecting minority investors [11][12].

Core Viewpoint - Yunnan Copper Co., Ltd. plans to acquire a 40% stake in Liangshan Mining Co., Ltd. from Yunnan Copper (Group) Co., Ltd. through a share issuance and raise supporting funds by issuing shares to China Aluminum Corporation and China Copper Corporation [1][2]. Group 1: Transaction Overview - The company has received approval from the board and shareholders for the issuance of shares to purchase assets and raise supporting funds [1]. - The transaction involves the issuance of shares to acquire a significant stake in Liangshan Mining, indicating a strategic move to enhance its asset portfolio [1][2]. Group 2: Document Updates - The draft report has been revised to reflect the actual transaction progress and the approval procedures that are yet to be completed [2]. - Updates include disclosures regarding land property rights and patent certificates owned by Liangshan Mining [2][3]. - Minor textual improvements were made to the restructuring report, which do not affect the transaction plan [3].