TIDMCYPC
RNS Number : 4233M
China Yangtze Power Co. Ltd.
11 January 2023
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. 2022-0 7 0) 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 o ther 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
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