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国家能源集团长源电力股份有限公司 关于拟变更公司注册资本并修订《公司章程》的公告
Capital Change Announcement - The company plans to change its registered capital from RMB 2,749,327,699 to RMB 3,481,035,016 by issuing 731,707,317 shares at a price of RMB 4.10 per share, raising a total of approximately RMB 3 billion [1][3] - The new shares are set to be listed on December 3, 2024, following approval from the China Securities Regulatory Commission [1][4] Board Meeting and Governance - The company's board of directors approved the amendment to the company’s articles of association during the 33rd meeting of the 10th board on July 16, 2025 [2][10] - The decision to amend the articles of association is aimed at improving corporate governance and aligning with the Company Law and relevant regulations [9][10] Related Transactions - The company plans to sign a sulfur dioxide and nitrogen oxide removal concession contract with its wholly-owned subsidiary, Han Chuan Company, to implement a third-party governance model for the Han Chuan Phase IV project [12][19] - The total static investment for the project is approximately RMB 706,884,000, with a reduction of RMB 32,212,000 due to the concession model [19][26] - The expected annual transaction amount between the company and the related party is approximately RMB 24,048,000, which includes payments for environmental services [20][26] Financial Implications - The company anticipates that the concession model will alleviate financial pressure and enhance the operational efficiency of the power plant [35] - The contract pricing is deemed fair and reasonable, ensuring no adverse impact on the company's daily operations or financial status [35][39] Independent Review - The independent directors unanimously approved the related transaction, confirming its compliance with national policies and its benefits for the company [38][39] - The sponsor, CITIC Securities, has verified that the decision-making process for the related transaction adheres to relevant regulations [39]