TIDMCYPC
RNS Number : 3481P
China Yangtze Power Co. Ltd.
08 February 2023
China Yangtze Power Co., Ltd.
Announcement on Issue Results and Shares Changes for Purchasing
Assets and Raising Subscription Funds by Issuing Shares and Paying
Cash, as well as the Related Party Transaction
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.
Important note:
l Class of shares: RMB common stock (A shares)
l Offering price: 17.46 yuan per share
l Issue targets, number of shares issued
Investors to which the stocks are issued Number of
shares issued
---------------
China Three Gorges Corporation 460,961,213
------------------------------------------------ ---------------
Yunnan Provincial Energy Investment Group Co.,
Ltd. 230,480,606
------------------------------------------------ ---------------
Sichuan Energy Industry Investment Group Co.,
Ltd. 230,480,606
------------------------------------------------ ---------------
Total 921,922,425
------------------------------------------------ ---------------
l Estimated Stock circulation time
The registration of the additional shares issued for the
purchase of assets was completed on 3 February 2023 at the Shanghai
Branch of China Securities Depository and Clearing Corporation. The
additional shares are limited shares with conditions. The
consideration shares obtained by China Three Gorges Corporation
through this transaction are subject to a 36-month restricted
period, and the shares obtained by Yunnan Provincial Energy
Investment Group Co., Ltd. and Sichuan Energy Industry Investment
Group Co., Ltd. are subject to a 12-month restricted period. The
additional shares issued during this period will be listed and
traded on the Shanghai Stock Exchange one trading day after the
restricted period expires. The restricted period will begin on the
date of share issuance.
l Transfer of assets
As of the date of this announcement, the transfer of 100% equity
interest in Three Gorges Jinsha River Yunchuan Hydropower
Development Co., Ltd. and the change of business registration
procedures had been completed. After this transfer of assets, the
Company holds a 100% equity interest in the Yunchuan Company.
l The interpretations of the abbreviations of the relevant
entities and terms used in this announcement shall be in compliance
with those in the Additional shares listing Report of Purchasing
Assets and Raising Counterpart Funds by Issuing Shares and Paying
Cash, as well as the Related Party Transaction, unless otherwise
stated.
I. Overview
(I) Decision-making and approval procedures for this Transaction
1. This Transaction has been considered and approved at the 30th
meeting of the fifth session of the Board of Directors of the
Listed Company ;
2. This Transaction has been considered and approved at the 8th
meeting of the sixth session of the Board of Directors of the
Listed Company;
3. This Transaction has been considered and approved by the
internal decision-making bodies of CTG, Three Gorges Investment,
Yunnan Energy Investment, and Sichuan Energy Investment;
4. The results of asset valuation in relation to this
Transaction have been approved by the authority competent for
supervision and administration of state-owned assets;
5. This Transaction has been approved by the authority competent
for supervision and administration of state-owned assets;
6. This Transaction has been considered and approved at the
Second Extraordinary General Meeting of 2022 of the Listed
Company;
7. This Transaction has been approved by CSRC.
(II) Status of this issuance
1. Type and par value of shares to be issued
The shares to be issued in this transaction are RMB A common
shares with a par value of 1.00 yuan.
2. Pricing principle, pricing ex-date, and offering price
According to Article 45 of the Measures for the Administration
of Reorganization, the offering price of shares issued by a listed
company shall not be less than 90% of the market reference price as
per the Measures for the Administration of Reorganization. The
market reference price is one of the average transaction prices of
the Company's shares for 20, 60 or 120 transaction days before the
pricing ex-date. The market reference price is one of the average
transaction prices of the Company's shares for 20, 60 or 120
transaction days before the base date for pricing. The average
transaction prices are calculated using the following formula:
Average transaction prices of the Company's shares for certain
transaction days before the base date for pricing = total
transaction amount of the Company's shares for certain transaction
days before the announcement date of the resolution/total
transaction volume of the Company's shares for certain transaction
days before the announcement date of the resolution.
The pricing ex-date for the assets purchased by issuing shares
is the announcement date of the Company's first board resolution on
matters related to this transaction, i.e., the announcement date of
the resolution of the 30th Meeting of the Fifth Board of
Directors.
After calculation, the average transaction price of shares of
the Listed Company for 20, 60, or 120 transaction days before the
pricing ex-date of the assets purchased by issuing shares are as
follows:
Unit: Yuan/share
Market reference Average transaction 90% of the average
price price transaction price
-------------------- -------------------
20 transaction days
before the pricing
ex-date 20.30 18.27
---------------------- -------------------- -------------------
60 transaction days
before the pricing
ex-date 20.74 18.67
---------------------- -------------------- -------------------
120 transaction days
before the pricing
ex-date 20.30 18.27
---------------------- -------------------- -------------------
After negotiation among the parties to this transaction, the
offering price of the shares issued by the Listed Company for asset
purchasing is determined as 18.27 yuan/share, which is not lower
than 90% of one of the average transaction prices of the Listed
Company's shares for 20, 60 or 120 transaction days before the base
date for pricing.
During the period from the base date for pricing to the issue
date of shares, if the Listed Company implements ex-right and
ex-dividend matters such as dividend distribution, bonus issue,
allotment of shares, and capitalization of surplus, the offering
price will be adjusted accordingly. The specific adjustment methods
for the offering price are as follows:
Assuming that the price of new shares before adjustment is P0,
the number of bonus shares issued or shares after capitalization
for every share is N, the number of new shares issued or shares
allotted for every share is K, the price of new shares issued or
shares allotted is A, the dividend per share is D, and the price of
new shares after adjustment is P1 (the adjusted value is rounded to
two decimal places), then:
If the dividend distribution is implemented, then:
If the bonus issue or capitalization is implemented, then:
If the issuance of new shares or allotment of shares is
implemented, then:
If the above three items are implemented simultaneously,
then:
Since the 2021 Annual Profit Distribution Plan has been reviewed
and adopted at the general meeting of the Listed Company on 25 May
2022, the Listed Company has implemented ex-right and ex-dividend
matters for the offering price of shares issued in the purchase of
assets by issuing shares and paying cash. The offering price of
shares issued in the purchase of assets by issuing shares after
adjustment is 17.46 yuan/share. The final issue price has been
approved by the CSRC.
3. Investors to which the stocks are issued and the number of shares issued
The Listed Company will issue 460,961,213 shares, 230,480,606
shares, and 230,480,606 shares to CTG, YEIG, and SCEI respectively,
in partial payment of the consideration for the Reorganization. The
final number of shares to be issued will be subject to the final
approval of the CSRC.
Counterparty Payment by issuing Number of shares
shares (10,000 yuan) issued (shares)
---------------------- -----------------
CTG 804,838.28 460,961,213
-------------- ---------------------- -----------------
YEIG 402,419.14 230,480,606
-------------- ---------------------- -----------------
SCEI 402,419.14 230,480,606
-------------- ---------------------- -----------------
Total 1,609,676.56 921,922,425
-------------- ---------------------- -----------------
Note 1: The number of shares issued this time = Payment by
issuing shares ÷ the adjusted offering price of 17.46 yuan/share
and the effect of the profit distribution of the Listed Company for
the year 2021 on the ex-rights and ex-dividend price of the
issuance has been taken into account.
Note 2: The number of new shares acquired by the counterparties
as calculated according to the above formula is rounded down to the
nearest integer, and the part of less than one share is included in
the capital surplus.
4. Lockup period of shares
The consideration shares acquired by CTG through this
transaction shall not be transferred within 36 months from the date
of the end of the issuance of shares, except those assigned as
permitted by applicable laws and regulations. If the closing price
of the Listed Company's shares for 20 consecutive transaction days
is lower than the offering price within 6 months after the
completion of this transaction, or if the closing price is lower
than the offering price at the end of 6 months after the completion
of this transaction, the lockup period of the consideration shares
acquired by CTG through this transaction will be automatically
extended by 6 months on the basis of the original lockup
period.
The consideration shares acquired by YEIG and SCEI through this
transaction shall not be transferred within 12 months from the date
of the end of the issuance of shares, except those assigned as
permitted by applicable laws and regulations.
During the share lockup period after the completion of this
transaction, the consideration shares obtained by the
counterparties and the shares increased due to the Listed Company's
bonus issue, converting equity capital, and other reasons will also
be subject to the aforesaid share lockup arrangements. If the CSRC
or Shanghai Stock Exchange had different opinions on the
above-mentioned lockup period arrangement, this Company would
adjust the above arrangement according to the CSRC's or Shanghai
Stock Exchange's opinions thereon and have it executed.
III Transfer of the underlying assets
On 10 January, 2023, the Kunming Administration for Market
Regulation of Panlong District issued the Registration Notice and a
new Business License to the Target Company. According to the
Registration Notice and new Business License and other industrial
and commercial change documents, on the date of this announcement,
the Company has held 100% equity interest in the Yunchuan Company,
the Yunchuan Company has become a wholly-owned subsidiary of
CYPC.
IV Capital verification and share registration
1. Capital Verification
According to the Capital verification report of CYPC (DHHZ
[2023] No. 000028) issued by Dahua CPA, as of 10 January 2023, the
Company has received a total of RMB 16,096,765,600.00 in equity
contributions from CTG, YEIG, and SCEI, of which RMB 921,922,425.00
is included in "share capital". The changed of registered capital
of the Listed Company is RMB 23,663,781,655.00 and the capital
stock is RMB 23,663,781,655.00.
2. Shares registration status
On 3 February 2023, the Shanghai Branch of China Securities
Depository and Clearing Corporation issued the Certificate of
Registration of Change of Securities, and the registration
procedures for the additional shares issued by the Company for the
purchase of assets were completed. The number of shares issued by
the Company this time is 921,922,425 (shares with limited selling
conditions in circulation), and the total number of the Company's
shares after this issuance is 23,663,781,655.
V Verification opinions of the independent financial advisers
and Legal adviser
1. Independent financial advisers' 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, the Measures for the Administration of Material
Assets Reorganization and other relevant laws and regulations.
2. As of the date of this verification opinion, the industrial
and commercial registration for the underlying assets transfer of
this transaction 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. As of the date of this verification opinion, the capital
verification and registration procedures for the additional shares
issued for the asset purchase of the transaction have been
completed.
4. As of the date of this verification opinion, no material
differences between the relevant actual situations and the
information previously disclosed have been identified during the
implementation of the Transaction.
5. As of the date of this verification opinion, during the
implementation of the Transaction, the Listed Company has appointed
Mr. Liu Haibo as the deputy general manager. Besides that, there
was no change in directors, supervisors, or senior management of
the Listed Company.
6. As of the date of this verification opinion, during the
implementation of the Transaction, there is no situation in which
the funds and assets of the Listed Company are occupied by the
actual controller or other related parties for non-operational
purposes, nor is there any situation in which the Listed Company
provides guarantees for its actual controller and related
parties.
7. As of the date of this verification opinion, all the
agreements signed and commitments made by parties to this
transaction have been effectively performed or are being performed,
and there has been no breach of the agreements or commitments.
8. 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 and the relevant
commitments 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. The procedures for transfer of the subject assets, capital
verification, cash consideration payment and registration of
additional shares for the issue of shares for the purchase of
assets involved in this transaction have been completed.
3. During the implementation of the transaction, there is no
material difference between the relevant actual situations and the
information previously disclosed.
4. Since CYPC obtained the approval document from the CSRC for
the transaction to the date of this legal opinion, there have been
some changes in the senior management, and this change in personnel
has fulfilled necessary procedures, and has not had a material
adverse impact on the operation and management of CPYC.
5. The relevant agreements and commitments of the transaction
have been effectively performed or are in the process of being
performed, and there is no breach of agreements or commitments by
the relevant parties.
6. 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."
II. Issuance Results and Counterparty Profile
(I) Issuance results
Counterparty Number of shares issued
(shares)
------------------------
China Three Gorges Corporation 460,961,213
------------------------------------- ------------------------
Yunnan Provincial Energy Investment
Group Co., Ltd. 230,480,606
------------------------------------- ------------------------
Sichuan Energy Industry Investment
Group Co., Ltd. 230,480,606
------------------------------------- ------------------------
Total 921,922,425
------------------------------------- ------------------------
(II) Basic information of the Counterparty
(1) Basic information about CTG
Name China Three Gorges Corporation
--------------------------------------------------
Business category Limited liability company (wholly state-owned)
------------------------ --------------------------------------------------
Residence No.1 Liuhe Road, Jiangan District, Wuhan
City, Hubei Province
------------------------ --------------------------------------------------
Unified Social Credit
Code 91110000100015058K
------------------------ --------------------------------------------------
Registration Authority Wuhan Municipal Market Supervision Administration
------------------------ --------------------------------------------------
Registered Capital 211,500 million yuan
------------------------ --------------------------------------------------
Business Scope Project investment; equity investment;
hydroelectric power generation; wind
power generation; solar power generation;
ecological protection services; water
pollution treatment; sewage treatment
and its recycling; water resources management;
consulting services related to water
resources; research and development of
new energy and resource recycling technologies;
new energy and environmental protection
technology development, technical consultation,
technical exchange, technology transfer,
technology promotion and technical services;
urban drainage facilities management
services; municipal Facilities management
services; environmental consulting services;
engineering management services; engineering
supervision services; Internet of things
application services; import and export
of goods, technology import and export,
agent import and export; domestic tourism
business. (Market entities independently
choose business projects and carry out
business activities in accordance with
the law; for projects subject to approval
in accordance with the law, business
activities shall be carried out in accordance
with the approved contents after approval
by relevant departments; they shall not
engage in business activities of projects
prohibited and restricted by the national
and municipal industrial policies.)
------------------------ --------------------------------------------------
Date of Establishment 18 September, 1993
------------------------ --------------------------------------------------
Business Period long-term
------------------------ --------------------------------------------------
Legal representative Lei Mingshan
------------------------ --------------------------------------------------
(2) Basic information about YEIG
Name Yunnan Provincial Energy Investment Group
Co., Ltd.
--------------------------------------------
Business category Limited Liability Company
------------------------ --------------------------------------------
Residence YEIG Headquarters Building, No. 616 Rixin
Zhong Road, Xishan District, Kunming
City, Yunnan Province, China
------------------------ --------------------------------------------
Unified Social Credit
Code 91530000589628596K
------------------------ --------------------------------------------
Registration Authority Yunnan Administration for Market Regulation
------------------------ --------------------------------------------
Registered Capital 13,133.997624 million yuan
------------------------ --------------------------------------------
Business Scope Investment and management of electric
power, coal, and other energy sources;
investment and management of environmental
protection, new energy and other electric
power and energy-related industries and
products; participation in investment
in oil and gas resources and pipeline
network projects; investment and operation
of other projects; technical services,
investment planning and its consulting
management, and information services
related to the investment industry.
------------------------ --------------------------------------------
Date of Establishment February 17, 2012
------------------------ --------------------------------------------
Business Period long-term
------------------------ --------------------------------------------
Legal representative Hu Jun
------------------------ --------------------------------------------
(3) Basic information about SCEI
Name Sichuan Energy Industry Investment Group
Co., Ltd.
--------------------------------------------------
Business category Limited liability companies (Non-natural
Person's Investment or Holding)
------------------------ --------------------------------------------------
Residence Building 10, Zone A, No.1 Chengfei Avenue,
Qingyang Industrial Development Zone,
Chengdu City
------------------------ --------------------------------------------------
Unified Social Credit
Code 91510000569701098H
------------------------ --------------------------------------------------
Registration Authority Administration For Market Regulation
of Chengdu
------------------------ --------------------------------------------------
Registered Capital 9,889 million yuan
------------------------ --------------------------------------------------
Business Scope General business projects (the following
scope does not include pre-licensed items,
post-licensed items with permits or approval
documents to operate): investment and
management of energy projects (shall
not engage in illegal fund-raising, absorption
of public funds and other financial activities).
(Projects subject to approval in accordance
with the law, subject to the approval
of relevant departments before operating
activities)
------------------------ --------------------------------------------------
Date of Establishment 21 February, 2011
------------------------ --------------------------------------------------
Business Period long-term
------------------------ --------------------------------------------------
Legal representative Wang Cheng
------------------------ --------------------------------------------------
III. Changes in the top ten shareholders of the Company before and after the Issuance
1. Shareholdings of the top ten shareholders of the Company
before the Issuance
Before completion of this offering, the top ten shareholders of
the Company at 31 January 2023 are shown in the table below:
Number Name of shareholder Number of Proportion
shares held (%)
(shares)
1 China Three Gorges Corporation 9,622,177,108 42.31%
------------------------------------- --------------- -----------
Hong Kong Securities Clearing
2 Company Limited 1,598,486,327 7.03%
------------------------------------- --------------- -----------
CTG - CITIC Securities - 18 Three
Gorges EB Guarantee and Trust
3 Property Account 1,583,647,066 6.96%
------------------------------------- --------------- -----------
Ping An of China Life Insurance
Company Limited - Traditional
4 - General Insurance Products 988,076,143 4.34%
------------------------------------- --------------- -----------
China Three Gorges Construction
5 Engineering Corporation 880,000,000 3.87%
------------------------------------- --------------- -----------
Sichuan Energy Investment Group
6 Co., Ltd. 877,784,000 3.86%
------------------------------------- --------------- -----------
CTG - CITIC Securities - G Three
Gorges EB2 Guarantee and Trust
7 Property Account 676,311,000 2.97%
------------------------------------- --------------- -----------
China Securities Finance Corporation
8 Limited 657,980,472 2.89%
------------------------------------- --------------- -----------
CTG Industrial Development (Beijing)
9 Co., Ltd. 454,837,184 2.00%
------------------------------------- --------------- -----------
Sunshine Life Insurance Co., Ltd.
10 - Jili endowment insurance products 420,000,000 1.85%
------------------------------------- --------------- -----------
Total 17,759,299,300 78.09%
--------------- -----------
2. Shareholdings of the top ten shareholders of the Company
after the Issuance
Upon completion of the issuance, the top ten shareholders of the
Company at 3 February 2023 are shown in the table below:
Number Name of shareholder Number of Shareholding
shares held ratio
(shares)
1 China Three Gorges Corporation 10,083,138,321 42.61%
------------------------------------- --------------- -------------
Hong Kong Securities Clearing
2 Company Limited 1,584,016,522 6.69%
------------------------------------- --------------- -------------
CTG - CITIC Securities - 18 Three
Gorges EB Guarantee and Trust
3 Property Account 1,583,647,066 6.69%
------------------------------------- --------------- -------------
Ping An of China Life Insurance
Company Limited - Traditional
4 - General Insurance Products 1,108,284,606 4.68%
------------------------------------- --------------- -------------
China Three Gorges Construction
5 Engineering Corporation 988,076,143 4.18%
------------------------------------- --------------- -------------
Sichuan Energy Investment Group
6 Co., Ltd. 880,000,000 3.72%
------------------------------------- --------------- -------------
CTG - CITIC Securities - G Three
Gorges EB2 Guarantee and Trust
7 Property Account 676,311,000 2.86%
------------------------------------- --------------- -------------
China Securities Finance Corporation
8 Limited 657,980,472 2.78%
------------------------------------- --------------- -------------
Yunnan Provincial Energy Investment
9 Group Co., Ltd. 591,477,343 2.50%
------------------------------------- --------------- -------------
CTG Industrial Development (Beijing)
10 Co., Ltd. 454,837,184 1.92%
------------------------------------- --------------- -------------
Total 18,607,768,657 78.63%
--------------- -------------
IV. Impact of the Transaction on the equity structure of the Listed Company
Before the completion of the supporting financing after the
purchase of assets by issuing shares, the shareholders' equity
structure of the Listed Company is shown in the following
table:
Name of shareholder Before issuing shares After issuing shares
to purchase assets to purchase assets
(Excluding supporting
financing)
------------------------------ ------------------------------
Number of Shareholding Number of Shareholding
shares held (%) shares held (%)
(shares) (shares)
--------------------- --------------- ------------- --------------- -------------
CTG 11,882,135,174 52.25% 12,343,096,387 52.16%
--------------------- --------------- ------------- --------------- -------------
CTGCE 880,000,000 3.87% 880,000,000 3.72%
--------------------- --------------- ------------- --------------- -------------
CTG Industrial
Development 454,837,184 2.00% 454,837,184 1.92%
--------------------- --------------- ------------- --------------- -------------
Three Gorges
Finance 35,216,171 0.15% 35,216,171 0.15%
--------------------- --------------- ------------- --------------- -------------
Three Gorges
Capital 28,315,354 0.12% 28,315,354 0.12%
--------------------- --------------- ------------- --------------- -------------
Three Gorges
Asset 13,283,221 0.06% 13,283,221 0.06%
--------------------- --------------- ------------- --------------- -------------
Subtotal of CTG
and its persons
acting in concert 13,293,787,104 58.46% 13,754,748,317 58.13%
--------------------- --------------- ------------- --------------- -------------
SCEI 877,784,000 3.86% 1,108,284,606 4.68%
--------------------- --------------- ------------- --------------- -------------
YEIG 669,853,158 2.95% 900,333,764 3.80%
--------------------- --------------- ------------- --------------- -------------
Other investors 7,900,434,968 34.74% 7,900,414,968 33.39%
--------------------- --------------- ------------- --------------- -------------
Total 22,741,859,230 100.00% 23,663,781,655 100.00%
--------------------- --------------- ------------- --------------- -------------
Note: The table above shows the number and proportion of shares
held by each shareholder and the before issuing shares to purchase
assets counted on 31 January 2023, and after issuing shares to
purchase assets counted on 3 February 2023
Before the issuance, CTG was the controlling shareholder of the
Listed Company and SASAC was the actual controller of the Listed
Company. Upon completion of the Issuance (without considering the
supporting financing), CTG remains the controlling shareholder of
the Listed Company and SASAC remains the actual controller of the
Listed Company.
V. Discussion and Analysis of the Management
The transaction is conducive to promoting the Listed Company to
enlarge and strengthen its hydropower business, highlighting the
company's main business of hydropower and consolidating the
company's status as a world hydropower giant. At the same time,
joint dispatch capability of listed companies in the Yangtze River
basin will be further enhanced. The impact of the transaction on
the Company is detailed in the Report on Purchasing Assets by
Issuing Shares and Paying Cash and Raising Subscription Funds as
well as on Related Party Transaction by China Yangtze Power Co.,
Ltd. disclosed by the Company on the website of the Shanghai Stock
Exchange (www.sse.com.cn) on 15 November 2022.
VI. Information on intermediaries related to the Issuance
(I) Independent financial adviser
1. CITIC Securities Co., Ltd.
Company name CITIC Securities Co., Ltd.
------------------------------------------------
Person in charge CITIC Securities Building, No. 48 Liangmaqiao
Road, Chaoyang District, Beijing
-------------------- ------------------------------------------------
Address Zhang Youjun
-------------------- ------------------------------------------------
Tel. 010-60838888
-------------------- ------------------------------------------------
Fax 010-60833083
-------------------- ------------------------------------------------
Handling personnel Kang Haoyu, Qin Lei, Meng Xianyu, Zhang Nam,
Su Tianyi, Yang Xiao, Lu Hongwei, Shao Renjie,
Li Guanru, Zheng Yinuo, Fu Yao, Zhu Yin
-------------------- ------------------------------------------------
2. Huatai United Securities Co., Ltd
Company name Huatai United Securities Co., Ltd
------------------------------------------------
Person in charge Jiang Yu
-------------------- ------------------------------------------------
Address Floor 6, Block A, Fengming International
Building, No. 22, Fengsheng Hutong, Xicheng
District, Beijing
-------------------- ------------------------------------------------
Tel. 010-56839300
-------------------- ------------------------------------------------
Fax 010-56839400
-------------------- ------------------------------------------------
Handling personnel Wu Hao, Zhang Jian, Qi Shengxia, Gu Jinxiaohui,
Zheng Zhikai, Gu Zhenghao, Chen Yong
-------------------- ------------------------------------------------
(II) Legal Adviser
Company name Beijing Zhong Lun Law Firm
------------------------------------------------------
Person in charge Zhang Xuebing
-------------------- ------------------------------------------------------
Address 22-31/F, South Tower of CP Center, 20 Jin
He East Avenue, Chaoyang District, Beijing100020,P.R
China
-------------------- ------------------------------------------------------
Tel. 010-59572288
-------------------- ------------------------------------------------------
Fax 010-65681022
-------------------- ------------------------------------------------------
Handling personnel Wei Haitao, Jia Chen
-------------------- ------------------------------------------------------
(III) Audit Verification Agency
Company name Da Hua Certified Public Accountants (Special
General Partnership)
---------------------------------------------
Person in charge Yang Xiong, Liang Chun
-------------------- ---------------------------------------------
Address 12th Floor, Building 7, Yard 16, West Fourth
Ring Middle Road, Haidian District, Beijing
-------------------- ---------------------------------------------
Tel. 010-58350011
-------------------- ---------------------------------------------
Fax 010-58350006
-------------------- ---------------------------------------------
Handling personnel Hao Lijiang, Yang Qian
-------------------- ---------------------------------------------
(IV) Capital Verification Agency
Company name Da Hua Certified Public Accountants (Special
General Partnership)
---------------------------------------------
Person in charge Yang Xiong, Liang Chun
-------------------- ---------------------------------------------
Address 12th Floor, Building 7, Yard 16, West Fourth
Ring Middle Road, Haidian District, Beijing
-------------------- ---------------------------------------------
Tel. 010-58350011
-------------------- ---------------------------------------------
Fax 010-58350006
-------------------- ---------------------------------------------
Handling personnel Hao Lijiang, Yang Qian
-------------------- ---------------------------------------------
(V) Asset Appraisal Institute
1. China Enterprise Appraisals Co., Ltd.
Company name China Enterprise Appraisals Co., Ltd.
-------------------------------------------
Person in charge Quan Zhongguang
-------------------- -------------------------------------------
Address 3rd Floor, Zhongfu Building, No. 18 Gongti
East Road, Chaoyang District, Beijing
-------------------- -------------------------------------------
Tel. 010-65881818
-------------------- -------------------------------------------
Fax 010-65882651
-------------------- -------------------------------------------
Handling personnel Li Jianzhi, Yao Yongqiang
-------------------- -------------------------------------------
2. Beijing HuayuanLongtai Real Estate Assets Appraisal Co., Ltd.
Company name Beijing HuayuanLongtai Real Estate Assets
Appraisal Co., Ltd.
---------------------------------------------
Person in charge Deng Feng
-------------------- ---------------------------------------------
Address Floor 6, Building C, Jintang Center, No.
18, Fengbei Road, Fengtai District, Beijing
-------------------- ---------------------------------------------
Tel. 010-88356600
-------------------- ---------------------------------------------
Fax 010-88353535
-------------------- ---------------------------------------------
Handling personnel Tang Yuanyuan, Li Li
-------------------- ---------------------------------------------
VII. Documents for inspection
1. 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) issued by the China Securities Regulatory Commission ;
2. [Certificate of registration of change of securities] issued
by the Shanghai Branch of the China Securities Depository and
Clearing Corporation;
3. Verification opinion of independent financial adviser CITIC
Securities Co., Ltd. on the transfer of the underlying assets of
China Yangtze Power Co., Ltd. for issuing shares and paying cash to
purchase assets and raise matching funds and related party
transactions issued by CITIC Securities Co., Ltd.;
4. Verification opinion of independent financial adviser Huatai
United Securities Co. Ltd. on the transfer of the underlying assets
of China Yangtze Power Co., Ltd. for issuing shares and paying cash
to purchase assets and raise matching funds and related party
transactions issued by Huatai United Securities Co. Ltd. ;
5. Legal opinion of Beijing Zhonglun Law Firm on the transfer of
the underlying assets of China Yangtze Power Co., Ltd . for issuing
shares and paying cash to purchase assets and raising matching
funds and related party transactions issued by Beijing Zhonglun Law
Firm;
6. Capital Verification Report of China Yangtze Power Co., Ltd.
(DHYZ [2023] No. 000028) issued by Dahua Certified Public
Accountants (Special General Partnership).
China Securities Journal , Shanghai Securities News, Securities
Times, and the website (www.sse.com.cn) of the Shanghai Stock
Exchange are the information disclosure media designated by the
Company. All information of the Company shall be subject to the
announcements published by the Company in the above media.
Investors are kindly requested to make rational investments and pay
attention to investment risks.
It is hereby announced.
Board of Directors of China Yangtze Power Co., Ltd.
8 February 2023
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ROIZZGGZDRZGFZM
(END) Dow Jones Newswires
February 08, 2023 09:24 ET (14:24 GMT)
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