Explanation of the Realization of Performance Commitments in Major Asset Restructuring

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This announcement details the realization of performance commitments following a major asset restructuring by Guangdong Construction Engineering Group Co., Ltd. The company acquired 100% of Guangdong Construction Engineering Group Co., Ltd. for RMB 10.497 billion. The acquired entity achieved its net profit targets for 2023-2025, exceeding them annually and totaling 101.71% of the cumulative commitment by the end of 2025, thus avoiding profit compensation.

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Guangdong Construction Engineering Group Co., Ltd. Explanation of the Realization of Performance Commitments in Major Asset Restructuring

The Company and the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.

I. Basic Situation of Major Asset Restructuring

According to the "Approval on Guangdong Hydropower Second Bureau Co., Ltd. Issuing Shares to Guangdong Construction Engineering Group Holdings Co., Ltd. to Purchase Assets and Raise Supporting Funds" (Securities Regulatory Permit [2022] No. 2993) issued by the China Securities Regulatory Commission, the Company completed the issuance of shares to purchase 100% equity of Guangdong Construction Engineering Group Co., Ltd. (hereinafter referred to as "Jian Gong Group") on January 6, 2023. The specific details are as follows:

Transaction Counterparty The transaction counterparty is the Company's controlling shareholder, Guangdong Construction Engineering Group Holdings Co., Ltd.
Transaction Target 100% equity of Guangdong Construction Engineering Group Co., Ltd.
Transaction Price The consideration is the issuance of 2,191,452,567 shares at an issuance price of RMB 4.79 per share, with a total transaction price of RMB 10,497,057,800.00.

II. Performance Commitment Situation for the Acquired Assets

According to the "Performance Compensation Agreement" between Guangdong Hydropower Second Bureau Co., Ltd. and Guangdong Construction Engineering Group Holdings Co., Ltd., the performance commitment period is the year in which the asset purchase through share issuance is completed and the two subsequent fiscal years. The performance commitment period is 2023, 2024, and 2025. Jian Gong Holdings committed that the net profit attributable to the parent company of Jian Gong Group after deducting non-recurring gains and losses for each year from 2023 to 2025 shall not be less than RMB 104,604.10 million, RMB 109,527.88 million, and RMB 113,301.20 million, respectively.

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