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China Yangtze Power (CYPC)

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Monday 29 November, 2021

China Yangtze Power

Suspension of stock trading in the A-share market

RNS Number : 8511T
China Yangtze Power Co. Ltd.
29 November 2021
 

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 investment s   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

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