China Yangtze S Regulatory News (CYPC)

China Yangtze Power Co., Ltd.

Announcement on the Completion of Asset Transfer for Purchasing Assets and Raising Subscription Funds by Issuing Shares and Paying Cash, as well as the Related Party Transaction

China Yangtze Power Co., Ltd. (hereinafter referred to as the "Company") has received 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) from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). For more details, please refer to the Announcement on CSRC's Approval to the Company for Purchasing Assets and Raising Subscription Funds by Issuing Shares and Paying Cash as well as the Related Party Transaction (Announcement No. 2022-070) disclosed by the Company on 15 November, 2022.

Upon receipt of the reply from the CSRC, the Company has been actively promoting the implementation of this related-party transaction of purchasing assets by issuing shares and paying cash (hereinafter referred to as the "Transaction"). As of the date of this announcement, the transfer procedures of the underlying assets of the transaction and the related industrial and commercial change registration and filing have been completed, the details of which are as follows:

I. Implementation of the transaction

(1) Transfer of the underlying assets

The underlying assets of this transaction is 100% equity of Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd. (hereinafter referred to as "Yunchuan Company"), which is jointly held by China Three Gorges Corporation (hereinafter referred to as "CTG"), Yangtze River Three Gorges Investment Management Co., Ltd. (hereinafter referred to as "Three Gorges Investment"), Yunnan Provincial Energy Investment Group Co., Ltd. (hereinafter referred to as "YEIG") and Sichuan Energy Industry Investment Group Co., Ltd. (hereinafter referred to as "SCEI", together with CTG, Three Gorges Investment and YEIG, collectively referred to as "counterparty" ).

According to the Business licence and other documents issued by Kunming Administration for Market Regulation of Panlong District, as of the date of this announcement, the transfer of the underlying assets has been completed and Yunchuan Company has become a wholly-owned subsidiary of China Yangtze Power Co., Ltd.

(2) Matters subsequent to the implementation of the Transaction

The main subsequent matters related to the Transaction are as follows:

1. The Company has yet to pay cash consideration to the counterparty;

2. The Company has yet to issue shares to CTG, YEIG, and SCEI in connection with the Transaction and apply for the relevant registration procedures of the additional shares to the Shanghai Branch of the China Securities Depository and Clearing Corporation and for the listing of the additional shares to the Shanghai Stock Exchange;

3. The Company has yet to issue shares to raise matching funds at an opportune time within the validity period approved by the CSRC and apply for the relevant registration procedures of the additional shares in respect of the aforesaid to the Shanghai Branch of the China Securities Depository and Clearing Corporation and for the listing of the additional shares to the Shanghai Stock Exchange;

4. The Company has yet to apply for other registrations or filings of changes to the Transaction such as an increase in registered capital and a change in articles of association to the Administration for Market Regulation;

5. The relevant parties to the transaction should continue to perform the relevant agreements and commitments involved in the transaction;

6. The company should perform the obligations of subsequent information disclosure.

II. Intermediaries' Verification Opinion

(1) Independent financial adviser' verification opinion

CITIC Securities Co., Ltd. and Huatai United Securities Co., Ltd., the independent financial advisors of the Transaction, considered that:

"1. The implementation process of the Transaction has fulfilled the statutory decision-making, examination, and approval procedures, which follows the requirements of the Company Law, the Securities Law, Measures for the Administration of Material Asset Reorganization and other relevant laws and regulations.

2. The industrial and commercial registrations for the transaction's underlying assets transfer have been completed. China Yangtze Power Co., Ltd. has directly held 100% equity interest in Yunchuan Company. The underlying assets transfer procedures are legal and effective.

3. There is no material legal impediment to the implementation of the subsequent matters of the Transaction provided that the relevant parties have fully performed their respective obligations in accordance with the relevant agreements signed by them and the relevant undertakings made."

(2) Legal adviser's verification opinion

Beijing Zhonglun Law Firm, the legal adviser of the Transaction, considered that:

"1. The Transaction has obtained the necessary authorizations and approvals and has the legal conditions for implementation.

2. Transfer procedures of the underlying assets have been completed, and China Yangtze Power Co., Ltd. already legally holds the underlying assets.

3. The arrangement of the subsequent matters of this transaction complies with the relevant laws, regulations, normative documents, and the agreement related to this transaction, and there is no material legal impediment to the implementation of the subsequent matters under the circumstances that all parties perform in accordance with the law and the contract. "

It is hereby announced.

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

10 January, 2023