Last checked at 3 Dec 2021 09:19
China Yangtze Power Co., Ltd.Announcement on Progress of Suspension of Trading in the Shares of the Company on the Shanghai Stock Exchange in Relation to Planning for Material Asset Restructuring
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.
China Yangtze Power Co., Ltd. (the "Company") is planning a material asset restructuring (this "Transaction"). This Transaction constitutes a related party transaction and will not lead to the change in the actual controller of the Company. As there remains uncertainty in such matter, in order to ensure fair information disclosure, thus avoiding consequential material effects on share price of the Company, and to safeguard the interests of investors, trading in shares of the Company on the Shanghai Stock Exchange (the "SSE") (abbreviation: CYPC, stock code: 600900), upon application of the Company, has been suspended from the opening on 29 November 2021 in accordance with the relevant provisions of Shanghai Stock Exchange, and the suspension duration is expected to be less than 10 trading days. For details, please refer to the Announcement on Suspension of Trading in Relation to Planning for Material Asset Restructuring of China Yangtze Power Co., Ltd. published by the Company on 29 November 2021.
I. Overview of this Transaction
The Company initially determines to acquire equity interests of Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd. from Yangtze Three Gorges Investment Management Co., Ltd., Yunnan Provincial Energy Investment Group Co., Ltd. and Sichuan Energy Investment Group Co., Ltd. by way of issuing shares and convertible corporate bonds as well as payment of cash. Meanwhile, the Company plans to issue shares and convertible corporate bonds to raise counterpart funds as needed. The specific method in which this Transaction is to be conducted has not yet been finalized as it is still under discussion.
II. Progress of this Transaction
As of the date of this announcement, the Company has engaged the intermediaries to act as the independent financial advisor and the legal advisor for this Transaction, and has registered and declared the insiders involved in this Transaction and prepared the memorandum on transaction progress in accordance with the relevant regulatory requirements. The Company and relevant intermediaries are comprehensively promoting the work in relation to this Transaction, and actively communicating and negotiating the transaction plan with the parties involved in the transaction.
As there remains uncertainty in such matter, in order to ensure fair information disclosure, thus safeguarding the interests of investors, and to avoid abnormal fluctuations in share price of the Company, trading in shares of the Company on the SSE will continue to be suspended in accordance with the relevant requirements of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Guidelines of Shanghai Stock Exchange for Trading Suspension and Resumption by Listed Companies Planning Material Events. During the suspension period, the Company will fulfill the obligation of information disclosure in a timely manner based on the progress of such matter. At present, the Company is preparing the restructuring plan in accordance with Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 26 ¡ª Material Asset Restructurings of Listed Companies and other relevant requirements. It is expected that the restructuring plan approved by the Board of Directors of the Company will be disclosed and the Company will apply for resumption of trading of shares by the expiry of the trading suspension period of the shares of the Company on the SSE.
III. Risk warning
As of the date of this announcement, no formal transaction agreement has yet been entered into among the parties involved in this Transaction. The specific transaction plan is still under discussion, and there remains a certain degree of uncertainty. This Transaction is still subject to necessary internal decision-making procedures, and can only be formally implemented after it is approved by the competent regulatory authority, therefore there is still uncertainty about whether this Transaction can be implemented.
China Securities, Shanghai Securities News, Securities Times, China Three Gorges Engineering and the website of Shanghai Stock Exchange (www.sse.com.cn) are the designated information disclosure media for the Company, and all information of the Company is subject to the announcements to be published by the Company on the above media. Investors are advised to make rational investments and beware of investment risks.
IV. Notice in relation to GDRs of the Company
As mentioned in the announcement of the Company on 29 November 2021, the Company has not applied for the suspension of trading of its Global Depository Receipts (the "GDRs") which are admitted to listing on the Official List of the UK Financial Conduct Authority and to trading on the main market of the London Stock Exchange. However, during the suspension of trading in the shares of the Company on the SSE, pursuant to the rules of the SSE promulgated in connection with the Shanghai-London Stock Connect scheme, the depositary of the GDRs are required to prevent the redemption or creation of the GDRs.
Board of Directors of China Yangtze Power Co., Ltd.
3 December 2021