China Yangtze S Regulatory News (CYPC)

China Yangtze Power Co., Ltd.

Announcement on Issue Results and Shares Changes for Purchasing Assets and Raising Subscription Funds by Issuing Shares and Paying Cash, as well as the Related Party Transaction

The board of directors and all directors of China Yangtze Power Co., Ltd. (the "Company") warrant that there are no false representations and misleading statements contained in, or material omissions from, this announcement, and severally and jointly accept the responsibility for the truthfulness, accuracy, and completeness of the contents of this announcement.

Important note:

l Number of issues and offering price: 

Class of shares: RMB ordinary stock (A shares)

Number of shares issued: 804,436,061

Offering price: RMB 20.01 per share

l Issue targets and lock-up periods

l Expected Listing Date

The offline registration of the additional shares for the issue of shares to raise subscription funds was completed on 24 April 2023 at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited.

The additional shares are expected to be listed and traded on the Shanghai Stock Exchange on the first trading day following the expiration of the lock-up period (if the expected listing date falls on a statutory holiday or rest day, it will be postponed to the first trading day thereafter). The lock-up period will commence from the completion date of the share issuance. After the lock-up period, the transfer of the subscribed shares by the issuing entities shall be carried out in accordance with relevant laws, regulations, and rules of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

Upon completion of the Issue, the shareholding distribution of the Company complies with the listing conditions stipulated in the Shanghai Stock Exchange Listing Rules.

l Asset Transfer Status

All shares issued in this offering are subscribed with cash and do not involve any asset transfer.

Unless otherwise specified, the definitions in this announcement are consistent with those disclosed in the "China Yangtze Power Co., Ltd. Issuance of Shares and Payment of Cash for Asset Acquisition and Fundraising and Related Transactions Disclosure Document" disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn). (China Yangtze Power Co., Ltd hereinafter referred to as the "Company", "Listed Company", "CYPC")

I. Overview

(I) Relevant procedures performed for this Transaction

1. Decision-making and approval by the Company

On 10 December 2021, the 30th meeting of the Fifth Session of the Board of Directors of China Yangtze Power Co., Ltd. was held to consider and approve the "Proposal and summary on protocols for the Issue of Shares and Payment of Cash to Purchase Assets and Raise Subscription Funds and Connected Transaction by China Yangtze Power Co., Ltd. " and other proposals relating to the transaction.

On 30 June 2022, the Eighth Meeting of the Sixth Session of the Board of Directors of China Yangtze Power Co., Ltd. was held to consider and approve the " Proposal and summary on the Report (draft) of the Issue of Shares and Payment of Cash to Purchase Assets and Raise Subscription Funds and Connected Transaction by China Yangtze Power Co., Ltd.", and other proposals relating to the transaction.

On 20 July 2022, the Second Extraordinary General Meeting of China Yangtze Power Co., Ltd. was held, at which the monition of Issuing Shares and Paying Cash to Purchase Assets and Raise Subscription Funds and Connected Transaction and other proposals relating to the transaction were considered and approved.

On 16 March 2023, the 15th meeting of the Sixth Session of the Board of Directors of China Yangtze Power Co., Ltd. was held to consider and approve the "Proposal on the Authorization of the Company to Raise Subscription Funds through the Issuing Shares and other Connected Transaction and other proposals related to the transaction.

2. Decision-making and Approval of Counterparty

China Three Gorges Corporation, China Three Gorges Investment Management Co., Ltd., Yunnan Provincial Energy Investment Group Co., Ltd., and Sichuan Energy Investment Group Co., Ltd. have completed their internal decision-making procedures and agreed in principle to the relevant proposal for this transaction.

3. Appraisal filings and approvals from SASAC

On 22 June 2022, the State-owned Assets Supervision and Administration Commission of the State Council issued a State-owned Assets Appraisal Project Filing Form (filing number: 0006GZWB2022006), to record the evaluation results of the subject assets identified in the Appraisal Report.

On 19 July 2022, the State-owned Assets Supervision and Administration Commission of the State Council issued the Approval on Matters Relating to the Asset Restructuring and Supporting Financing of China Yangtze Power Co., Ltd (State-owned Assets Property Rights [2022] No. 328), which agreed in principle to the transaction.

4. Approval from CSRC

On 26 October 2022, the M&A and Restructuring Review Committee of Listed Companies of China Securities Regulatory Commission held the 16th M&A and Restructuring Committee Working Meeting in 2022 to review the issue of shares and payment of cash to purchase assets and raise matching funds and connected transactions of China Yangtze Power Co., Ltd. According to the results of the meeting, the transaction was unconditionally approved.

On 14 November 2022, China Yangtze Power Co., Ltd has received the Reply on Approving the Application of China Yangtze Power Co., Ltd to Purchase Assets and Raise Supporting Funds from China Yangtze River Three Gorges Group Company Limited and Other subsidiaries (CSRC Permit No. [2022] 2740), and the transaction has been approved by the CSRC.

(II) Status of this issue

1. Type, par value and place of listing of shares to be issued

The shares offered in this transaction to specific targets for raising matching funds are RMB ordinary shares (A shares) listed domestically, with a face value of RMB 1.00 per share and listed on the Shanghai Stock Exchange.

2. Pricing base date, pricing principles and issue price

The shares offered to specific targets in this transaction were priced through a competitive bidding process, with the pricing date being the first day of the offering period, i.e., March 27, 2023. The offering price was set at no less than 80% of the average trading price of the company's shares for the 20 trading days prior to the pricing date (excluding the pricing date). Specifically, the average trading price for the 20 trading days prior to the pricing date was calculated as the total trading volume divided by the total trading value for the same period. If the company's shares underwent price adjustments due to dividend payments, bonus issues, capital reserve increases, or other corporate actions during the 20 trading days, the prices for the adjusted trading days were used for the calculation. Accordingly, the offering price was set at RMB 16.87 per share.

Beijing Zhong Lun Law Firm has witnessed the entire process of investor subscription invitations and bid submissions for this offering. The issuer and the joint lead underwriters, CITIC Securities Company Limited, Huatai United Securities Co., Ltd., China International Capital Corporation Limited and Changjiang Financing Service Co., Limited (hereinafter collectively referred to as the "Joint Lead Underwriters"), determined the offering price of RMB 20.01 per share based on the investor bid submissions and in strict accordance with the procedures and rules set forth in the Invitation to Subscribe to Shares by Specific Targets for Raising Matching Funds in the Issuance of Shares and Payment of Cash to Purchase Assets and Raising Matching Funds for Related Transactions by China Yangtze Power Co., Ltd. (hereinafter referred to as the "Invitation Document"). The ratio of the offering price to the floor price was 118.61%.

3. Number and Scale of Issuance

According to the Issuance of Shares and Payment of Cash by China Yangtze Power Co., Ltd to Purchase Assets and Raise Supporting Funds and Related Party Transactions to Specific Objects Issuance and Underwriting Plan (hereinafter referred to as the "Issuance and Underwriting Plan"), the number of shares to be issued to specific objects this time shall not exceed 954,165,121 shares and total shall not exceed 6,822,557,769 shares (including the above number). Within the above range, the board of directors of the company and its authorized personnel will determine the final issuance quantity in accordance with the authorization of the shareholders' meeting, based on the relevant provisions of the Measures for the Administration of the Issuance and Underwriting of Securities, the Administrative Measures for the Registration of Securities Issued by Listed Companies, and the Implementation Rules for the Issuance and Underwriting Business of Securities of Listed Companies on the Shanghai Stock Exchange, as well as the actual subscription situation and negotiation with the joint lead underwriters, and based on the approval document issued by the China Securities Regulatory Commission for this issuance.

According to the subscription situation of investors, the number of shares to be issued to specific objects this time is 804,436,061 shares, which does not exceed 30% of the total share capital of the listed company before the issuance; the issuance scale is 16,096,765,580.61 RMB, which does not exceed 100% of the transaction consideration to be paid in the form of share issuance. The number of shares issued complies with the relevant provisions of the resolutions of the board of directors and shareholders' meetings of the listed company, as well as the Measures for the Administration of the Issuance and Underwriting of Securities, the Administrative Measures for the Registration of Securities Issued by Listed Companies, and the Implementation Rules for the Issuance and Underwriting Business of Securities of Listed Companies on the Shanghai Stock Exchange, meets the requirements of the Approval for the Application for China Yangtze Power Co., Ltd. to Issue Shares to Purchase Assets and Raise Supporting Funds from China Three Gorges Corporation and Other Parties (CSRC Approval [2022] No. 2740), and exceeds 70% of the proposed number of shares to be issued in the Issuance and Underwriting Plan for this issuance.

4Issue target and subscription method

The method of issuing shares to specific investors for the fundraising of the matching funds in this offering is through competitive bidding. The issuance targets are legal persons, natural persons or other legitimate investors who meet the relevant requirements of the China Securities Regulatory Commission, such as securities investment fund management companies, securities companies, insurance institutions, trust companies and qualified overseas institutional investors.

5. Results of the Allocation

The final number of targets for the issuance was determined to be 19. The results are as follows:

(III) Collection of funds and verification status

According to the verification report (DHHZ [2023] No. 000173) issued by Dahua Certified Public Accountants, as of 4:00 pm on April 3, 2023 (Monday), 19 allocated objects have deposited a total of RMB 16,096,765,580.61 (including a deposit of RMB 500,000,000.00) into the subscription fund special account designated by CITIC Securities for the subscription of RMB ordinary shares (A shares) issued by China Yangtze Power Co., Ltd. to specific objects.

On April 5, 2023, Dahua Certified Public Accountants issued the verification report (DHHZ [2023] No. 000174).

As of April 4, 2023, the total amount of funds raised in this offering was RMB 16,096,765,580.61, and the net proceeds of the funds raised, after deducting the issuance expenses (excluding tax) of RMB 46,680,620.18, was RMB 16,050,084,960.43, of which RMB 804,436,061 was included in the registered capital (equity) and the remaining RMB 15,247,790,780.19 was recorded in the capital reserve (share premium).

(IV) Registration of additional shares

On 24 April, 2023, Shanghai branch of China Securities Depository and Clearing Corporation Limited issued the Certificate of Securities Change Registration, confirming that the registration of the new shares corresponding to the issuance of stocks to specific objects in this fundraising has been completed on 24 April, 2023. The number of new shares issued in this fundraising to specific objects is 804,436,061 shares, all of which are restricted shares. After this issuance, the total number of the company's shares is 24,468,217,716 shares.

(V) Conclusion opinions of joint lead underwriters and law firms on the compliance of the issuance process and subscription objects to specific objects.

1. Opinion of the Joint Lead Underwriters

The joint lead underwriters for the private placement of shares to specific investors, namely CITIC Securities Co., Ltd., Huatai United Securities Co., Ltd., China International Capital Corporation Limited, and Changjiang Financing Service Co., Limited, have formed the following opinion regarding the compliance of the issuance process and the subscription eligibility of the investors:

"The organization process of this issuance strictly complies with relevant laws and regulations, as well as the requirements approved by the company's board of directors, shareholders' meeting, and China Securities Regulatory Commission.

The bidding, pricing, and allocation process of this issuance comply with relevant provisions of the issuance plan, as well as laws and regulations such as the Company Law, the Securities Law, the Measures for the Administration of Issuance and Underwriting, and the Measures for the Administration of Registration.

The determination process of the subscription objects of the issuer is fair and impartial, in the interests of the company and its shareholders, and in compliance with relevant laws and regulations such as the Company Law, the Securities Law, the Measures for the Administration of Issuance and Underwriting, and the Measures for the Administration of Registration.

The subscription funds of the investors in this issuance are not directly or indirectly derived from the controlling shareholders, actual controllers, directors, supervisors, senior management personnel, or related parties that exert significant influence of the issuer or the joint lead underwriters, nor do they directly or indirectly accept financial assistance or compensation provided by the issuer, its controlling shareholders, actual controllers, major shareholders, or relevant parties with interests. The information on the sources of subscription funds is true, accurate, and complete, and the arrangement of subscription funds can effectively protect the legitimate rights and interests of the issuer and small and medium-sized shareholders, in compliance with laws and regulations such as the Measures for the Administration of Registration."

2. Opinions of legal advisers

The legal advisor for this private placement of shares to specific investors, Beijing Zhong Lun Law Firm, has formed the following conclusion regarding the compliance of the issuance process and the subscription eligibility of the investors:

"The issuer has obtained necessary approvals, authorizations, and filings in accordance with the law for this issuance. The legal documents involved in this issuance process, such as the Subscription Invitation, the Purchase Order, and the formal Share Subscription Agreement, are legal and valid. The issuance process and results are fair and just, and the subscription investors have the necessary qualifications to subscribe to the shares in this issuance, in compliance with relevant laws and regulations such as the Regulation on the Registration of Securities and the Measures for the Administration of Underwriting. The issuance also meets the relevant requirements of the issuer's shareholder meeting resolution regarding this private placement."

II. Issue Results and Target Profile

(I) Issue results

1Issue targets, number of issues and lock-up period

The total amount of funds raised from the issue to specific targets was RMB16,096,765,580.61 and the number of shares issued was 804,436,061 shares, which were subscribed based on the issue price of RMB 20.01 per share as follows:

2. Lock-up period arrangement

According to the relevant regulations of the CSRC, the shares subscribed by the subscribers in this offering may not be transferred in any form within 6 months from the end of the offering. After the completion of the offering and the subscription of the fundraising, the subscribers shall also comply with the above lock-up arrangement in relation to the bonus shares, shares from conversion of capital reserve and other shares related to the offering that they are entitled to.

3. Expected Listing Date of Subscribed Shares

The offline registration of the additional shares for the issue of shares to raise matching funds was completed on 24 April 2023 at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited.

The additional shares will be listed and traded on the Shanghai Stock Exchange on the first trading day immediately following the expiration of the lock-up period (if the expected listing date falls on a statutory holiday or rest day, it will be postponed to the first trading day thereafter). The lock-up period will be calculated from the date of completion of the share issuance. After the expiration of the lock-up period, the transfer of subscribed shares by the subscribers shall be subject to relevant laws, regulations and rules of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

(II) Information on the issuer

1. China Merchants Securities Co. Ltd

2. Guotai Junan Securities Co. Ltd

3. J.P. Morgan Securities plc

4. Goldman Sachs International

5. GIC Private Limited

6. China Life Asset Management Co., Ltd.

7. Ruiyuan Fund Management Co., Ltd.

8. China State-Owned Enterprise Restructuring Fund Co., Ltd. Phase II.

9. Zhejiang Energy Equity Investment Fund Management Co., Ltd. - Zhejiang Zheneng Green Energy Equity Investment Fund Partnership (Limited Partnership)

10. Gaoguan Investment Co., Ltd.

11. Shanghai Dingwei New Energy Private Equity Investment Fund Partnership (Limited Partnership)

12. Golden Eagle Asset Management Co., Ltd.

13. JPMorgan Chase Bank, National Association

14Shenwan Hongyuan Securities Co., Ltd.S

15. Caitong Fund Management Co., Ltd.

16. The Hongkong and Shanghai Banking Corporation Limited

17. China Re Asset Management Co., Ltd

18. Guangfa Securities Co., Ltd

19. Huaneng Guicheng Trust Co., Ltd.

(III) Issuance Targets and Affiliation with the Company

The final subscribers in this issuance do not include the controlling shareholders, actual controllers, directors, supervisors, senior management, and affiliated parties who control or exert significant influence over the issuer or the joint lead underwriters. There is no direct or indirect participation by the institutions or individuals in the subscription for this issuance. The issuer, its controlling shareholders, actual controllers, and major shareholders have not made any commitments to the subscribers to guarantee returns or provide indirect guarantees of returns, nor have they provided financial assistance or other compensation directly or through interested parties to the subscribers.

(IV) Significant Transactions between the Issuance Targets and the Company

No significant Transactions between the Issuance Targets and the Company in the recent year.

(V) Future Transaction Arrangements between the Issuance Targets and the Company

As of the date of this announcement, there are no future transaction arrangements between the company and the issuance targets. For any future transactions that may occur, the company will strictly follow the decision-making procedures required by the company's articles of association and relevant laws and regulations, and make sufficient information disclosures.

III. Shareholdings of the top ten shareholders of the Company before and after the issuance

(I) Shareholdings of the top ten shareholders of the Company before the Issue

The shareholdings of the Company's top ten shareholders as at 24 April 2023 prior to the completion of the Issue are set out in the table below:

(II) Shareholdings of the top ten shareholders of the Company after the Issue

Upon completion of the issue, the top ten shareholders of the Company are expected to hold shares as shown in the table below:

(III) Effect of the issue to specific targets on the control of the listed company

The issue to specific targets will not result in a change of control of the listed company.

IV. Statement of changes in the share capital structure of the Company before and after the Issue

The changes in the share capital structure of the listed company before and after the issue are as follows:

V. Discussion and Analysis of the Management

The impact of the transaction on the Company is detailed in the Report on Purchasing Assets by Issuing Shares and Paying Cash and Raising Subscription Funds as well as on Related Party Transaction by China Yangtze Power Co., Ltd. disclosed by the Company.

VI. Information on intermediaries related to the Issuance

(I) Independent financial adviser (joint lead underwriter): CITIC Securities Co., Ltd.

(II) Independent financial adviser (joint lead underwriter): Huatai United Securities Co., Ltd

(III) Joint lead underwriters: China International Capital Corporation Limited.

(IV) Joint lead underwriters: Changjiang Financing Service Co., Limited

(V) Legal advisers

(VI) Auditors

(VII) Capital Verification Agency

VII. Documents for inspection

1. The Reply on Approving China Yangtze Power Co., Ltd. to Purchase Assets and Raise Subscription Funds by Issuing Shares to China Three Gorges Corporation and Other Companies (ZJXK [2022] No. 2740) issued by the China Securities Regulatory Commission;

2. China Yangtze Power Co., Ltd. Report of Purchasing Assets and Raising Counterpart Funds by Issuing Shares and Paying Cash to Specified Objects;

3. Report on the issuance of shares, cash payment for the purchase of assets, and the raising of matching funds through the issuance of shares to specific targets for the issuance of shares and the associated transactions of China Yangtze Power Co., Ltd. issued by CITIC Securities Co., Ltd., Huatai United Securities Co., Ltd., China International Capital Corporation Limited, and Changjiang Securities Underwriting and Sponsorship Co., Ltd., and the Report on the compliance of the issuance process and subscription objects for the issuance of shares to raise matching funds to specific targets for the associated transactions issued by the joint lead underwriter.;

4. Legal opinion issued by Beijing Zhong Lun Law Firm regarding the compliance of the process of issuing shares to specific investors for raising matching funds for the issuance of shares and the purchase of assets with cash by China Yangtze Power Co., Ltd. and the compliance of subscribers.

5. Verification opinion of independent financial adviser CITIC Securities Co., Ltd. on the transfer of the underlying assets of China Yangtze Power Co., Ltd. for issuing shares and paying cash to purchase assets and raise matching funds and related party transactions issued by CITIC Securities Co., Ltd.;

6. Verification opinion of independent financial adviser Huatai United Securities Co. Ltd. on the transfer of the underlying assets of China Yangtze Power Co., Ltd. for issuing shares and paying cash to purchase assets and raise matching funds and related party transactions issued by Huatai United Securities Co. Ltd.;

7. Legal opinion of Beijing Zhonglun Law Firm on the transfer of the underlying assets of China Yangtze Power Co., Ltd. for issuing shares and paying cash to purchase assets and raising matching funds and related party transactions issued by Beijing Zhonglun Law Firm;Legal opinion issued by the legal adviser on the compliance of the issuance process and the subscribers of the issuance of shares to specific targets to raise matching funds for the issuance of shares and payment of cash to purchase assets and raise matching funds and connected transactions by China Yangtze River Power Co;

8. Verification Report on the Total Amount of Funds Subscribed for the Issue of RMB Ordinary Shares (A Shares) by China Yangtze Power Co., Ltd. to Specified Objects (DHYZ [2023] No. 000173) and Capital Verification Report of China Yangtze Power Co., Ltd. (DHYZ [2023] No. 000174) issued by Dahua Certified Public Accountants (Special General Partnership), the capital verification institution;

9. all reporting materials reviewed by the CSRC;

10. Other important documents relating to the issue.

It is hereby announced.

Board of Directors of China Yangtze Power Co., Ltd.

26 April, 2023