ENP Newswire - 02 July 2014
Release date- 01072014 - This announcement is made voluntarily by Huadian Power International Corporation Limited and further to the announcement of the Company dated 16 April 2014.
The Company is pleased to update shareholders and potential investors of the Company with the following development of the Company.
This announcement is published on the website of the Shanghai Stock Exchange as required by the relevant PRC laws and listing rules of the Shanghai Stock Exchange, and is also simultaneously released pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
As disclosed in the announcement of the Company dated 16 April 2014, pursuant to Listed Companies Regulatory Guidance No.4 - Undertakings by a Listed Company and its De Facto Controller, Shareholders, Connected Persons and Acquirers and the Performance thereof ('Guidance No. 4'), China Huadian Corporation ('China Huadian') issued the Undertaking Letter on Relevant Matters for Avoidance of Business Competition by China Huadian Corporation with Huadian Power International Corporation Limited (the 'Undertaking Letter') on 16 April 2014, making further improvement to the previous Letter of Undertaking on Relevant Matters for Further Avoidance of Business Competition by China Huadian Corporation with Huadian Power International Corporation Limited and the supplementary explanation.
Recently, Huadian Power International has received further explanation of relevant matters of the aforesaid Undertaking Letter from China Huadian, particulars of which are set out below:
In order to safeguard the interests of the listed company and be responsible to the listed company and its minority shareholders, China Huadian, as the controlling shareholder of Huadian Power International, stressed that, when injecting relevant non-listed conventional energy based electricity generation assets into Huadian Power International, such assets shall satisfy the relevant standards and requirements on listing under the Administrative Measures for the Material Asset Reorganisations of Listed Companies and relevant laws, regulations and normative documents as promulgated and amended by the State from time to time on the basis of giving full consideration to the interests of relevant parties, so as to ensure the legality and sustainable profitability of the assets injected into Huadian Power International.
When the following conditions are satisfied, the relevant non-listed conventional energy based electricity generation assets will be deemed to satisfy the conditions for listing engaged in the Undertaking Letter: (1) production and operation comply with laws, administrative regulations and the articles of association as well as national industrial policies and relevant laws and administrative regulations on environmental protection, land management, anti-monopoly, etc.; (2) the ownership of the assets involved is clear and there is no legal impediment to the assets transfer; (3) enhancing the assets quality of Huadian Power International and improving the financial position and sustained profitability of Huadian Power International, and the return on equity of such said assets of China Huadian shall not be lower than the average level of such return of the assets of the same type of Huadian Power International; (4) maintaining independence of Huadian Power International with the de facto controller and its connected persons in terms of business, assets, finance, personnel, organization, etc., and complying with relevant provisions of China Securities Regulatory Commission in relation to the independence of listed companies; (5) there is no material solvency risk or material contingent matter with an impact on the continued operation including guarantee, litigation and arbitration and (6) comply with regulatory requirements of securities regulatory institutions based on relevant laws, regulations and normative documents.
Huadian Power International will comply with the relevant requirements of Guidance No. 4, and will actively inquire about the implementation status of the undertakings and will timely discharge its information disclosure obligations.
Mr. Zhou Lianqing
Tel: 8610 - 8356 7888
Fax: 8610 - 8356 7963