REG - China Yangtze Power - Suspension of stock trading in the A-share market

China Yangtze Power CoAnnouncement

29/11/2021 07:00

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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 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

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