REG - China Yangtze Power - Progress of Material Asset Restructuring

China Yangtze Power CoAnnouncement

03/12/2021 09:20

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RNS Number : 5118U  China Yangtze Power Co. Ltd.  03 December 2021

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

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