CONNECTED TRANSACTION CAPITAL INCREASE TOWARDS GUODIAN FINANCIAL

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CONNECTED TRANSACTION CAPITAL INCREASE TOWARDS GUODIAN FINANCIAL The Board is glad to announce that on 24 March 2015, Guodian Financial and its shareholders, Hero Asia (BVI) and Guodian Capital entered into the Capital Increase Agreement, and both the shareholder companies agreed to increase the capital injected into Guodian Financial pursuant to the ratios. Hero Asia (BVI) and Guodian Capital will inject an aggregate of RMB1.5 billion into Guodian Financial and thereby, such aggregate will be used to increase the registered capital of Guodian Financial from RMB1.5 billion to RMB3.0 billion. The ratios of the equity shares in Guodian Financial respectively held by Hero Asia (BVI) and Guodian Capital will remain unchanged upon completion of the Capital Increase. In accordance with the Capital Increase Agreement, Hero Asia (BVI) agreed to inject into Guodian Financial an aggregate in foreign currency equivalent to RMB735 million according to the ratio of its current shareholding, that is 49%, and the Capital Increase shall be made in cash and in full. Guodian Capital will contribute into Guodian Financial an aggregate in foreign currency equivalent to RMB765 million according to the ratio of its current shareholding, that is 51%, and the Capital Increase shall be made in cash and in full. Upon completion of the Capital Increase, Hero Asia (BVI) and Guodian Capital s shareholding structures in Guodian Financial will remain unchanged and Hero Asia (BVI) holds 49% of equity shares in Guodian Financial and Guodian Capital holds 51% of equity shares in Guodian Financial. 1

2 Since Guodian Group directly and indirectly held approximately 58.44% of the issued share capital of the Company, Guodian Group is the Controlling Shareholder of the Company. Guodian Capital is a wholly-owned subsidiary of Guodian Group. As Guodian Capital holds 51% equity shares of Guodian Financial, Guodian Financial is a Connected Person of the Company and Hero Asia (BVI) s capital injection into Guodian Financial constitutes a connected transaction of the Company under Rule 14A.07 and Rule14A.13 of the Listing Rules. As the applicable percentage upon the total transaction aggregate of the Capital Increase made by Hero Asia (BVI) to Guodian Financial, calculated pursuant to the Listing Rules is more than 0.1% but less than 5%, it shall be subject to the reporting and announcement requirements but exempt from the independent shareholders approval requirement as set out in Chapter 14A of the Listing Rules. Capital Increase Agreement On 24 March 2015, Guodian Financial and its shareholders, Hero Asia (BVI) and Guodian Capital entered into the Capital Increase Agreement whereas Hero Asia (BVI) and Guodian Capital agreed to inject capital into Guodian Financial pursuant to the ratios. Major terms regarding the Capital Increase Agreement are stated as follows: Date 24 March 2015 Contractual Parties thereto Guodian Capital, Hero Asia (BVI) and Guodian Financial 2

3 Objective On 24 March 2015, Guodian Financial and its shareholders, Hero Asia (BVI) and Guodian Capital entered into the Capital Increase Agreement whereas all shareholder companies agreed to increase the capital in Guodian Financial by injecting capital pursuant to the ratios. Hero Asia (BVI) and Guodian Capital will inject an aggregate of RMB1.5 billion into Guodian Financial and thereby, such aggregate will be used to increase the registered capital of Guodian Financial from RMB1.5 billion to RMB3.0 billion. The ratios of the equity shares in Guodian Financial respectively held by Hero Asia (BVI) and Guodian Capital will remain unchanged upon completion of the Capital Increase. In accordance with the Capital Increase Agreement, Hero Asia (BVI) agreed to inject into Guodian Financial an aggregate in foreign currency equivalent to RMB735 million according to the ratio of its current shareholding, that is 49%, and the Capital Increase shall be made in cash and in full. Guodian Capital will contribute into Guodian Financial an aggregate in foreign currency equivalent to RMB765 million according to the ratio of its current shareholding, that is 51%, and the Capital Increase shall be made in cash and in full. Upon completion of the Capital Increase, Hero Asia (BVI) and Guodian Capital s shareholding structures in Guodian Financial will remain unchanged and Hero Asia (BVI) holds 49% of equity shares in Guodian Financial and Guodian Capital holds 51% of equity shares in Guodian Financial. Capital Increase Shareholder company Registered capital prior to Capital Increase Ratio of equity shares prior to Capital Increase Amount of Capital Increase Registered capital after Capital Increase (RMB million) (RMB million) (RMB million) Ratio of equity shares after Capital Increase Guodian Capital % 765 1,530 51% Hero Asia (BVI) % 735 1,470 49% 3

4 Conditions Precedent The Capital Increase will only be confirmed after the following conditions precedent have been fulfilled: 1. The Capital Increase Agreement shall become effective commencing from the date on which all the contractual parties thereto executed and chopped with the corporate seals of the companies or the signature/chop of the legal representatives; 2. The Capital Increase has been approved by all the contractual parties thereto which have separately performed the required procedures for the internal examination and approval; 3. All permits, approval documents, authorization or record in respect of the Capital Increase have been obtained from the competent authority of the PRC government, including but not limited to the State-owned Assets Supervision and Administration Commission and regulatory authorities, competent authorities for the industry and other relevant authorities; 4. All letters of consent regarding the Capital Increase required to be approved by a third party have been obtained. Reasons for Capital Increase The Capital Increase may increase the registered capital and working capital of Guodian Financial, facilitating the rapid growth of its business. Being a shareholder holding 49% equity shares of Guodian Financial, Hero Asia (BVI), as a shareholder, can benefit from the improvement made to the operation and business of Guodian Financial. The terms of the Capital Increase Agreement were determined after arm s length negotiations between the contractual parties to the Agreement. The Directors of the Company (including independent non-executive Directors) considered that the terms of the contribution agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. As non-executive Directors of the Company, Mr. Qiao Baoping, Mr. Wang Baole, Mr. Shao Guoyong and Mr. Chen Jingdong are connected Directors and have abstained from voting. Other than the foregoing disclosed, none of the Directors of the Company has any material interests in Guodian Financial. 4

5 Listing Rules Implications Since Guodian Group directly and indirectly held approximately 58.44% of the issued share capital of the Company, Guodian Group is the Controlling Shareholder of the Company. Guodian Capital is a wholly-owned subsidiary of Guodian Group. As Guodian Capital holds 51% equity shares of Guodian Financial, Guodian Financial is a Connected Person of the Company and Hero Asia (BVI) s capital injection into Guodian Financial constitutes a connected transaction of the Company under Rule 14A.07 and Rule14A.13 of the Listing Rules. As the applicable percentage upon the total transaction aggregate of the Capital Increase made by Hero Asia (BVI) to Guodian Financial, calculated pursuant to the Listing Rules is more than 0.1% but less than 5%, it shall be subject to the reporting and announcement requirements but exempt from the independent shareholders approval requirement as set out in Chapter 14A of the Listing Rules. General Information The Company is a leading wind power generation company in the PRC. The Group is primarily engaged in the design, development, construction, management and operation of wind farms. In addition to the wind power business, the Group also operates other power projects such as coal power, solar power, tidal, biomass and geothermal energy. Meanwhile, the Group also provides consulting, repair and maintenance, training and other professional services to wind farms, as well as manufactures and sells power equipment used in the power grids, wind farms and coal power plants. Hero Asia (BVI) is a wholly-owned subsidiary of the Company. It was incorporated in March 1994 in British Virgin Islands, mainly engaged in investment and shareholding business. Guodian Capital is a wholly-owned subsidiary of Guodian Group. It was incorporated in December 2009 in the PRC, mainly engaged in businesses such as financial investment and asset management, assets entrusted management, investment planning, and consultation services. 5

6 Guodian Financial is a joint venture established in PRC in March 2014 by Hero Asia (BVI), a wholly-owned subsidiary of the Company, and Guodian Capital. The business scope of Guodian Financial includes leasing business, financial leasing business, acquisition of domestic and overseas leasehold properties, disposal and maintenance of the residual value of leasehold properties, and provision of consultation and guarantee in respect of leasing transactions. Definitions In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below: Board of Directors Capital Increase Capital Increase Agreement PRC means the board of Directors of the Company means Hero Asia (BVI) and Guodian Capital shall inject into Guodian Financial an aggregate in foreign currency equivalent of RMB1.5 billion according to the ratios means the Capital Increase Agreement regarding the Capital Increase entered into by and among Hero Asia (BVI), Guodian Capital and Guodian Financial on 24 March 2015 means the People s Republic of China (excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan in the context of this Announcement) Company Connected Person means China Longyuan Power Group Corporation Limited* ( ), a limited company incorporated in the PRC with its H shares listed on the Stock Exchange has the meaning ascribed to it under the Listing Rules 6

7 Controlling Shareholder has the meaning ascribed to it under the Listing Rules Director(s) means the director(s) of the Company Group means the Company and its subsidiaries Guodian Group means China Guodian Corporation ( ), a state-owned enterprise established in the PRC and the Controlling Shareholder of the Company Listing Rules means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited RMB means Renminbi, the legal currency of the PRC Shareholder(s) means the holders of the shares of the Company subsidiary(ies) has the meaning ascribed to it under the Listing Rules Guodian Capital means China Guodian Capital Holdings Ltd. ( ), a limited company incorporated in the PRC and a wholly-owned subsidiary of Guodian Group Hero Asia (BVI) means Hero Asia (BVI) Company Limited ( ), a company incorporated in British Virgin Islands and a wholly-owned subsidiary of the Company Guodian Financial means China Guodian Financial Leasing Company Limited ( ) % means per cent 7

8 By Order of the Board China Longyuan Power Group Corporation Limited* Li Enyi Executive Director Beijing, the PRC, 24 March 2015 As at the date of this announcement, the non-executive Directors of the Company are Mr. Qiao Baoping, Mr. Wang Baole, Mr. Shao Guoyong and Mr. Chen Jingdong; the executive Directors are Mr. Li Enyi and Mr. Huang Qun; and the independent non-executive Directors are Mr. Zhang Songyi, Mr. Meng Yan and Mr. Han Dechang. * For identification purpose only 8