Last checked at 29 Nov 2021 07:00
China Yangtze Power Co., Ltd.
Announcement on 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.
It is hereby announced as follows:
I. Reasons for suspension of trading and work arrangement
Recently, China Yangtze Power Co.,Ltd. (the "Company") received the Notice on Planning for Material Asset Restructuring from China Three Gorges Corporation ("CTG"), the controlling shareholder of the Company, indicating that CTG is planning to inject the assets (equity) of Wudongde and Baihetan Hydropower Stations into the Company (this "Transaction"). This transaction is expected to constitute a material asset restructuring within the meaning of the Administrative Measures for Material Asset Restructuring of Listed Companies (Revision 2020) , and it also constitutes a related party transaction. This transaction will not lead to the change in the actual controller of the Company.
There is uncertainty in this transaction as it is under planning. 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 (abbreviation: CYPC, stock code: 600900), upon application of the Company, will be 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. During the suspension period, the Company will actively promote the work in relation to this transaction in accordance with the relevant provisions, and will fulfill the obligation of information disclosure in a timely manner. In accordance with the Guidelines of Shanghai Stock Exchange for Trading Suspension and Resumption by Listed Companies Planning Material Events and other relevant provisions, the Company will disclose the restructuring plan approved by the Board of Directors of the Company and apply for resumption of trading of shares pursuant to the requirements of Standard No. 26 of China Securities Regulatory Commission for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public - Material Asset Restructuring of Listed Companies .
II. Overview of this transaction
(1) Overview of the counterparty
1. Yangtze Three Gorges Investment Management Co., Ltd.
Unified social credit identifier: 91310115MA1K4H2Y6R
Nature of enterprise: limited liability company (solely state-owned)
Registered address: Room 231, 2/F, Unit 2, 231 Shibocun Road, China (Shanghai) Pilot Free Trade Zone
Legal representative: He Hongxin
Registered capital: RMB50,000,000,000
Date of establishment: 20 February 2020
Scope of business: Items subject to licensing: various engineering construction activities. (For items subject to approval according to laws, business activities that can only be carried out with the approval of relevant authority, and specific business items subject to the approval documents or permits of relevant authority) General items: planning, design, investment, operation, technology research and development, products and services related to ecology & environmental protection, clean energy, urban water supply and water conservancy projects.
2. Yunnan Provincial Energy Investment Group Co., Ltd.
Unified social credit identifier: 91530000589628596K
Nature of enterprise: other limited liability company
Registered address: Centralized Control Building, Yunnan Energy Investment Group, 616 Rixin Middle Road, Xishan District, Kunming, Yunnan Province
Legal representative: Sun Degang
Registered capital: RMB11,659,997,624
Date of establishment: 17 February 2012
Scope of business: investment in and management of power, coal and other energy sources; investment in and management of power and energy related industries and products such as environmental protection and new energy; participation in the investment in oil and gas resources and pipeline network projects; investment in and operation of other projects; and technical services, investment planning, consulting management and information services related to the investment industry.
3. Sichuan Provincial Energy Investment Group Co., Ltd.
Unified social credit identifier: 91510000569701098H
Nature of enterprise: other limited liability company
Registered address: Building 10, Zone A, 1 Chengfei Avenue, Qingyang Industrial Centralized Development Zone, Chengdu
Legal representative: Sun Yun
Registered capital: RMB9,316,000,000
Date of establishment: 21 February 2011
Scope of business: general business items (the following scope does not cover items subject to prior licensing, and items subject to post-licensing shall be operated with licenses or approval documents): investment in and management of energy projects (financial activities such as illegal fund-raising and receipt of public funds are prohibited).
(II) Overview of target company
Company name: Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd.
Unified social credit identifier: 91530103065619360
Nature of enterprise: other limited liability company
Registered address: 18/F, Kunming Three Gorges Building, 220 Baoyun Road, Panlong District, Kunming, Yunnan Province
Legal representative: Fan Xiaxia
Registered capital: RMB40,000,000,000
Date of establishment: 29 January 2013
Scope of business: development, construction, investment, operation and management of hydropower; professional technical services related to clean energy; development of and investment in clean energy (operation of items that are subject to approval according to laws can only be conducted with approval by relevant authority)
III. Method of transaction
The Company initially determines to carry out this transaction by purchasing the underlying assets with issuance of shares and targeted convertible bond of the Company and payment of cash, and the Company plans to issue shares and targeted convertible bond 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.
IV. Effects of this transaction on the Company
This transaction is to eliminate the horizontal competition between CTG and the Company to realize the professional integration throughout CTG, and fulfill the needs of CTG to develop stronger and better hydropower business as the principal business activity. This transaction will be conducive to giving full play to professional advantages of the Company, improving the efficiency of asset operation; highlighting principal businesses of the Company and consolidating its position as hydropower giant in the world, thus further improving the quality of the listing company.
V. Risk warning
Up to now, the Company has not entered into any formal transaction agreement with each counterparty for this transaction, and the transaction plan is subject to further discussion and demonstration. 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 encouraged to note announcements of the Company and make reasonable investments while keeping risks in mind.
VI. Notice in relation to GDRs of the Company
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 of the shares of the Company on the Shanghai Stock Exchange, pursuant to the rules of the Shanghai Stock Exchange promulgated in connection with the Shanghai-London Stock Connect scheme, the depositary of the GDRs will be required to prevent the redemption or creation of the GDRs.
Board of Directors of China Yangtze Power Co., Ltd.
29 November 2021