Continuing Connected Transactions and Discloseable

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.
CGN Power Co., Ltd. *
中國廣核電力股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code : 1816)
Continuing Connected Transactions and Discloseable Transactions
Renewed Financial Services Framework Agreement
The Board is pleased to announce that, on 18 March 2015, the Board considered
and approved the resolution on entering into the Renewed Financial Services
Framework Agreement with CGN. The resolution will be submitted to the annual
general meeting for independent shareholders to consider and approve the
Renewed Financial Services Framework Agreement. CGN and its associates will
abstain from voting in respect of the ordinary resolution on matters relating to the
Renewed Financial Services Framework Agreement at the annual general meeting.
A circular containing (among others) (i) the details of the Renewed Financial
Services Framework Agreement and the continuing connected transactions and
proposed annual caps thereunder; (ii) a letter from the independent board
committee to the independent shareholders; and (iii) a letter from the independent
financial advisor to the Independent Board Committee and the independent
shareholders, together with the notice and circular convening the annual general
meeting, will be dispatched to the shareholders on or before 10 April 2015.
As at the date of this announcement, CGN held more than 10% of the issued share
capital of the Company and is a substantial shareholder of the Company. According
to Rule 14A.07 of the Hong Kong Listing Rules, CGN and its associates (including
CGN Finance) are connected persons of the Company. Accordingly, the financial
service transactions between the Group and CGN and/or its associates (including
CGN Finance) contemplated under the Renewed Financial Services Framework
Agreement will constitute continuing connected transactions of the Company
according to the requirements under Chapter 14A of the Hong Kong Listing Rules.
— 1 —
The financial service transactions contemplated under the Renewed Financial
Services Framework Agreement are on normal commercial terms in the ordinary
course of business. Further, the Directors currently predict that according to the
calculation pursuant to Rule 14.07 of the Hong Kong Listing Rules, one or more
of the applicable percentage ratios of the proposed annual caps for the relevant
financial service transactions contemplated under the Renewed Financial Services
Framework Agreement will exceed 5%, but all of which are less than 25%, and the
proposed annual caps exceed HK$10,000,000. Therefore, the relevant financial
services contemplated under the Renewed Financial Services Framework
Agreement will constitute discloseable transactions and non-exempt continuing
connected transactions of the Company, and are subject to the reporting, annual
review, announcement and independent shareholders’ approval requirements under
Chapters 14 and 14A of the Hong Kong Listing Rules.
1.
Introduction:
As disclosed in the prospectus of the Company, pursuant to Chapter 14A of the
Hong Kong Listing Rules, the continuing connected transactions under the
Current Financial Services Framework Agreement and the proposed annual caps
shall be subject to the reporting, annual review, announcement and independent
shareholders’ approval requirements.
The Hong Kong Stock Exchange has granted a waiver in respect of the
continuing connected transactions and the proposed annual caps under the
Current Financial Services Framework Agreement for a term of one year
effective from the Listing Date (i.e. 10 December 2014), which shall expire on
9 December 2015. The details of the waiver are set out in the prospectus.
On 18 March 2015, the Board considered and approved the resolution on
entering into the Renewed Financial Services Framework Agreement with CGN.
The resolution will be submitted to the annual general meeting for independent
shareholders to consider and approve the Renewed Financial Services
Framework Agreement. CGN and its associates will abstain from voting in
respect of the ordinary resolution on matters relating to the Renewed Financial
Services Framework Agreement at the annual general meeting.
A circular containing (among others) (i) the details of the Renewed Financial
Services Framework Agreement and the continuing connected transactions and
proposed annual caps thereunder; (ii) a letter from the Independent Board
— 2 —
Committee to the independent shareholders; and (iii) a letter from the
independent financial advisor to the independent board committee and the
independent shareholders, together with the notice and circular convening the
annual general meeting, will be dispatched to the shareholders on or before 10
April 2015.
2.
Major Terms of the Renewed Financial Services Framework Agreement
Date of Execution and Term
The Company and CGN entered into the Renewed Financial Services Framework
Agreement on 18 March 2015.
Provided that the Renewed Financial Services Framework Agreement is affixed
with the signature and seal of the legal representatives or authorized
representatives of the parties to the agreement and approval is obtained at the
annual general meeting of the Company, the Renewed Financial Services
Framework Agreement is valid for a term of three years from 10 December 2015
to 9 December 2018.
Scope of Services
Pursuant to the Renewed Financial Services Framework Agreement, CGN will
and shall procure CGN Group Service Provider to provide financial services to
the Group, mainly including but not limited to deposits, loans, entrustment loans,
annum-based and project based financial consulting service, settlement services,
insurance service and financial leasing services.
The CGN Group and the Group may, as required, execute specific financial
services contracts for actual transactions to be occurred on the basis of the terms
of the Renewed Financial Services Framework Agreement.
Pricing
The Renewed Financial Services Framework Agreement provides that the
financial services shall be provided in accordance with the following pricing
principles:
(1) The interest rate of the deposits placed by the Group with CGN Group
Service Provider will not be lower than (i) the benchmark interest rate
published by PBOC for deposits of a similar type for the same period; (ii)
— 3 —
the interest rate for deposits of a similar type for the same period placed by
other subsidiaries of the CGN Group; and (iii) the interest rate for deposits
of a similar type for the same period offered by the big four commercial
banks to the Group.
(2) The CGN Group provides loans to the Group through the CGN Group
Service Provider and the interest rate of loans provided by the CGN Group
Service Provider to the Group shall be determined in accordance with the
following conditions: (i) normal commercial terms with no security over the
assets of the Group charged in respect of the loans; (ii) no less favorable
than the interest rates of comparable loans offered to the Group by
independent commercial banks or financial institutions; and (iii) no less
favorable than interest rates for the comparable loans provided by the CGN
Group to other subsidiaries of the CGN Group through the CGN Group
Service Provider.
(3) the service fees for settlement, entrustment loans and other financial
services shall not be higher than (i) fees charged by independent commercial
banks or financial institutions; and (ii) fees charged to other subsidiaries of
the CGN Group for similar services provided by the CGN Group Service
Provider.
In addition to the aforesaid pricing principles, the following guiding principles
shall apply to the financial services contemplated under the Renewed Financial
Services Framework Agreement in the following order:
(1) Government-prescribed price and government-guided price: if at any time,
the government-prescribed price is applicable to any particular type of
products or services, such product or service shall be supplied at the
applicable government-prescribed price. Where a government-guided fee
standard is available, the price will be agreed by reference to the
government-guided price;
(2) Market price: the price of the same or similar products, technology or
services provided by an independent third party during the ordinary course
of business on normal commercial terms; and
(3) Agreed price: the price to be determined by adding a reasonable profit over
a reasonable cost.
Termination
Prior to the termination of the Renewed Financial Services Framework
Agreement, the parties to the agreement may jointly discuss entering into a new
financial services framework agreement to ensure the normal operations of the
parties to the agreement following the termination of the Renewed Financial
Services Framework Agreement.
— 4 —
3.
Comparison between the Renewed Financial Services Framework
Agreement and the Current Financial Services Framework Agreement
The major amendments to the Renewed Financial Services Framework
Agreement as compared to the Current Financial Services Framework Agreement
are as follows:
(1) Cancelling the financial services provided by the Group to the CGN Group
and the relevant terms in relation thereto; and
(2) Proposing new annual caps and the valid term of the agreement.
4.
Historical Amounts, Proposed Annual Caps and basis of Caps
Historical Amounts
The table below sets out (i) the service fees paid by the Group to the CGN Group
in respect of settlement, entrustment loans and other financial services; (ii) the
maximum daily balance of deposits and interest income of the deposits placed by
the Group with the CGN Group; and (iii) the maximum daily balance of the loans
provided by the CGN Group to the Group for the three years ended 31 December
2014.
Year Ended 31 December
(RMB’000)
2012
2013
2014
(i) Service fees paid to the CGN Group
in relation to settlement, entrustment
loans and other financial services (1)
(ii) Maximum daily balance of deposits
and interest income of the deposits
placed by the Group with the CGN
Group (1)
(iii) Maximum daily balance of the loans
provided by the CGN Group to the
Group (1)
7,000
12,144,000
10,000
10,232
9,797,000 13,800,000
21,450,000 16,667,000 24,452,000
Note (1): Calculated on an estimate basis (i.e. as if Taishan Nuclear Power were one of the
subsidiaries of the Company).
— 5 —
Proposed Annual Caps
The table below sets out the current annual caps and the proposed annual caps
for the relevant periods/years.
Current
Annual Caps
Proposed Annual Caps
(RMB’000)
(RMB’000)
2015.01.01 - 2015.12.10 - 2016.01.01 - 2017.01.01 - 2018.01.01 2015.12.09 2015.12.31 2016.12.31 2017.12.31 2018.12.09
(i)
Service fees paid to the CGN
Group in relation to
settlement, entrustment loans
and other financial services
(ii) Maximum daily balance of
deposits and interest income
of the deposits placed by the
Group with the CGN Group
(iii) Maximum daily balance of
the loans provided by the
CGN Group to the Group (1)
Note (1):
16,000
4,600
18,000
19,500
20,800
21,800,000
21,800,000
23,544,000
25,428,000
27,462,000
25,338,000
25,338,000
30,406,000
30,406,000
43,784,000
The CGN Group also provides loans and other financial supports to the Group under
the Renewed Financial Services Framework Agreement. These transactions are
financial supports provided for the listed issuer by connected persons on normal
commercial terms or more favorable terms with no security over the assets of the
listed issuer. Therefore, pursuant to Rule 14A.90 of the Hong Kong Listing Rules,
these transactions are fully exempt from shareholders’ approval, annual review and
all disclosure requirements under Chapter 14A of the Hong Kong Listing Rules. In
order to allow shareholders informed of the amount expected to be involved in these
loans and other financial supports, the Company voluntarily maintains the practice
disclosed in the prospectus by setting annual caps for them and then submitting such
proposed annual caps to independent shareholders for approval.
— 6 —
Basis of Caps
Caps for financial service fees paid to the CGN Group: In determining the
proposed annual caps for the service fees in relation to settlement, entrustment
loans and other financial services, the Company has considered, among other
factors, (i) the estimated service fees in relation to entrustment loans with
reference to the maximum daily balance of entrustment loans for the year ended
31 December 2014 and the average historical amounts of service fees for
entrustment loans; (ii) the estimated cash settlement handling fees with reference
to the projected business volume for the year ended 31 December 2014 and the
historical ratio of cash settlement amount to handling fees; and (iii) other
financial and consulting services to be provided under the Renewed Financial
Services Framework Agreement.
Caps for deposits and interest income: In determining the maximum daily
balance of deposits and interest income, the Company has considered, among
other factors, (i) the maximum daily balance of cash and cash equivalent of the
Group for the year ended 31 December 2014 together with interest income; (ii)
the operating cash flow requirements and financial needs of the Group for its
operations and future business expansion; and (iii) the expected increase in
deposits interest income by placing deposits with CGN Finance on the basis that
CGN Finance is under the supervision of CBRC and it has been maintaining
satisfactory operating results and financial position with good risk control and
well regulated management in order to reduce the potential risks.
Caps for loans provided by the CGN Group to the Group: In determining the
maximum daily balance of loans provided by the CGN Group to the Group, the
Company has considered, among other factors, (i) the maximum daily balance of
loans provided by the CGN Group to the Group for the year ended 31 December
2014; (ii) the provision of loans by the CGN Group to the Group on normal
commercial terms which are similar to or no less favorable than those available
from Independent Third Parties for comparable services in the PRC; and (iii) no
grant of security over the assets of the Group in respect of such loans.
An increase in the proposed annual caps as compared to the existing annual caps
for the year ended 31 December 2014 was due to the fact that, the Company has
considered mainly the following: (i) potential increases in cash and cash
equivalents and net cash inflow from operating activities; (ii) an increase in net
cash inflow from operating activities due to realizable income in future years as
a result of stable growth in outstanding contracts in the past; and (iii) the
potential demand of loans for the capital expenditures for the construction
projects of Taishan Nuclear and Hongyanhe Nuclear.
— 7 —
5.
Reasons, Benefits for Agreement and Risk Control Measures
Reasons and Benefits
(1) The Group is expected to benefit from the CGN Group’s familiarity of the
Group’s industry and operations. The CGN Group has a non-banking
financial institution subsidiary, namely CGN Finance. Through years of
cooperation, CGN Finance has become familiar with the Group’s capital
structure, business operations, funding needs, cash flow pattern, cash
management and the overall financial adminstrative system of the Group,
which enables it to render more expedient, efficient and flexible services to
the Group than the big four commercial banks and independent financial
institutions in the PRC.
(2) CGN Finance is able to provide loans to the Group on a fast-track basis with
simplified and streamlined approval, drawdown and repayment procedures.
When faced with urgent business and operation needs, CGN Finance will be
well positioned to provide the Group with short-term funding support in a
timely and efficient manner. Moreover, the interest rates applicable to the
loans provided by CGN Finance to us are no less favorable than those
available from the big four commercial banks or independent financial
institutions.
(3) Pursuant to the General Provisions of Loans 《
( 貸款通則》) issued by PBOC
and the supervision of CBRC, loans can only be provided by authorized
institutions with relevant operational permits and licenses and as approved
and supervised by the relevant PRC authorities. Historically, the Group had
been engaging CGN Finance with relevant operational permits and licenses
to provide entrustment loan services to the Group on terms no less favorable
than those available from the big four commercial banks or independent
financial institutions.
(4) The Renewed Financial Services Framework Agreement does not prevent
the Group from using services provided by other commercial banks or
independent financial institutions in the PRC. The Group retains discretion
to make its selection according to business needs as well as the fees and
quality of such services. The Group may (but is not obliged to) utilize the
financial services provided by CGN Finance to deploy and manage its
financial resources flexibly and efficiently. The procurement of financial
services provided by CGN Finance is carried out in the Group’s ordinary and
usual course of business.
— 8 —
Risk Control Measures
As part of the risk controls, the Group have adopted the following measures to
monitor the financial services contemplated under the Renewed Financial
Services Framework Agreement:
(1) The Group has measures and guidelines in place to monitor the deposits and
entrustment loans arrangement from time to time. The Group also has
procedures in place providing a comprehensive assessment of the capital
operation and risk exposure of CGN Finance, and regular review of CGN
Finance’s services.
(2) The CGN Group (including CGN Finance) has provided below undertakings
to the Group to, among other things, ensure the security of the Group’s
deposits:
(i) CGN Finance shall provide to the Group, at all times, financial services
with terms no less favorable than (a) those comparable financial
services provided to the CGN Group; and (b) those comparable
financial services provided to the Group by the big four commercial
banks or other independent financial institutions in the PRC;
(ii) CGN Finance shall adopt good corporate governance structure and a
sound internal control system to ensure that its risk monitoring
indicators and major regulatory indicators (such as gearing ratio,
interbank borrowing ratio and liquidity ratio) meet the requirements of
CBRC and other applicable laws and regulations; and
(iii) the CGN Group shall take all necessary actions to procure the financial
health of CGN Finance and its due performance under the Renewed
Financial Services Framework Agreement, including provision of
capital injection to CGN Finance in case of payment difficulties arising
from its operations and provision of indemnification for the Group’s
deposits placed with CGN Finance.
(3) If the Group becomes aware of any material adverse change in the financial
conditions of CGN Finance, the Group will take immediate measures,
including early withdrawal of deposits, to minimize any adverse impact.
— 9 —
(4) If there is a default that deposits placed with CGN Finance cannot be
withdrawn, the Group is entitled to offset those deposits that cannot be
withdrawn with loans provided by CGN Finance.
(5) CGN Finance shall provide the Group with sufficient information (including
copies of all regulatory reports submitted by CGN Finance to CBRC) upon
request and the Group will cross check the maximum daily balance of the
deposits to ensure that the relevant amounts do not exceed the applicable
annual caps. If the actual balance exceeds the maximum daily balance of
deposits and prevailing interest from time to time, the Group will promptly
transfer the excess funds to its designated bank accounts with independent
commercial banks.
(6) The Group will engage auditors to review the connected transactions
between the Group and the CGN Group to ensure that the transactions
contemplated under the Renewed Financial Services Framework Agreement
will be conducted in accordance with the Hong Kong Listing Rules and
fulfil the relevant disclosure requirement.
6.
Implications of the Hong Kong Listing Rules
The chart below sets forth the major shareholding relationship among CGN,
CGN Finance and the Company as at the date of this announcement:
CGN
100%
100%
China Nuclear
Power
Engineering Co.,
Ltd.
CGN Services
Group Co., Ltd.
30%
3.34%
64.20%
The Company
66.66%
CGN Finance
As at the date of this announcement, CGN held more than 10% of the issued
share capital of the Company and is a substantial shareholder of the Company.
According to Rule 14A.07 of the Hong Kong Listing Rules, CGN and its
associates (including CGN Finance) are connected persons of the Company.
Accordingly, the financial service transactions between the Group and CGN
and/or its
— 10 —
associates (including CGN Finance) contemplated under the Renewed Financial
Services Framework Agreement constitute continuing connected transactions of
the Company according to the requirements of Chapter 14A of the Hong Kong
Listing Rules.
The financial service transactions contemplated under the Renewed Financial
Services Framework Agreement are on normal commercial terms in the ordinary
course of business. Further, the Directors currently predict that according to the
calculation pursuant to Rule 14.07 of the Hong Kong Listing Rules, as one or
more of the applicable percentage ratios of the proposed annual caps of the
relevant financial service transactions contemplated under the Renewed
Financial Services Framework Agreement will exceed 5% but all of which are
less than 25%, and the proposed annual caps exceed HK$10,000,000. Therefore,
the relevant financial services contemplated under the Renewed Financial
Services Framework Agreement will constitute discloseable transactions and
non-exempt continuing connected transactions of the Company and subject to the
reporting, annual review, announcement and approval by independent
shareholders requirements pursuant to Chapter 14 and 14A of the Hong Kong
Listing Rules.
7.
Approval by the Board
On 18 March 2015, the Company convened a meeting of the Board. Among our
Directors, Mr. Zhang Shanming, Mr. Zhang Weiqing, Mr. Shi Bing were directors
and senior management officers of CGN, and accordingly they were considered
to have conflict of interest in the transactions contemplated under the Renewed
Financial Services Framework Agreement. They had abstained from voting on
the resolution in respect of the terms of Renewed Financial Services Framework
Agreement. Save the aforesaid persons, the other Directors had no conflict of
interest in the transactions contemplated under the Renewed Financial Services
Framework Agreement. Independent non-executive Directors, Mr. Na Xizhi, Mr.
Hu Yiguang and Mr. Francis Siu Wai Keung had reviewed and approved the
resolution in respect of the renewal of the Current Financial Services Framework
Agreement. They considered that (i) the Renewed Financial Services Framework
Agreement and the continuing connected transactions thereunder were ordinary
and usual business of the Company and conducted on normal commercial terms;
and (ii) such continuing connected transactions and proposed annual caps are fair
and reasonable to independent shareholders and in the interest of the Company
and the shareholders as a whole.
— 11 —
8.
Information about the Group, the CGN Group and CGN Finance
The Group
The Group is engaged in the provision of power supply and services mainly from
power generation by nuclear energy. Its major scope of business includes:
production and supply of electricity and heat generated mainly from nuclear
energy, and provision of related professional technical services; disposal of
nuclear wastes; organization and implementation of the construction and
management for nuclear power stations; organization of the operation, repair and
related businesses for nuclear power stations; organization of the design
development and scientific research for nuclear power stations; and engagement
in related investment, import and export businesses.
The CGN Group
China General Nuclear Power Corporation (formerly known as China
Guangdong Nuclear Power Corporation Limited) was a state-owned enterprise
established in the PRC on 29 September 1994 and the promoter of the Company.
As at the date of this announcement, CGN is a controlling shareholder of the
Company and is holding approximately 64.20% of the issued capital of the
Company.
CGN Finance
CGN Finance is a limited liability company established in the PRC on 22 July
1997. The equity interest of CGN Finance is owned as to 66.66% by CGN, 30%
by China Nuclear Power Engineering Co., Ltd. (a wholly-owned subsidiary of
CGN) and 3.34% by CGN Services Group Co., Ltd. (a wholly-owned subsidiary
of CGN).
CGN Finance has been approved by the relevant authorities in the PRC to carry
out the following financial services: (i) operation of the foreign exchange
business; (ii) providing financial and financing consultancy, credit certification
and related consultancy and agency services to members of the group; (iii)
assisting members of the group in settlement; (iv) providing guarantees to
members of the group; (v) providing bill acceptance and discount services to
members of the group; (vi) processing the settlement of internal transfers
between accounts and providing solution plans for relevant settlement and
clearing; (vii) taking deposits from members of the group; (viii) providing loan
and finance leases to members of the group; (ix) conducting inter-borrowing
among finance companies; (x) underwriting the corporate bonds issued by
members of the group; (xi) making equity investments in financial institutions;
— 12 —
(xii) making investments in negotiable securities (except stock trading in
secondary market); (xiii) providing entrustment loan and entrusted investment
services; and (xiv) issuing corporate bonds of finance companies upon approval.
9.
General
The Company has established an Independent Board Committee comprising all
independent non-executive Directors for providing advice to the independent
shareholders on whether the terms of the Renewed Financial Services
Framework Agreement and the financial services contemplated thereunder and
the proposed annual caps are fair and reasonable, and whether they are in the
interest of the Company and the shareholders as a whole.
The Company has appointed First Shanghai Capital Limited as the independent
financial advisor to the Company for providing advice to the Independent Board
Committee and independent shareholders on whether the terms of the Renewed
Financial Services Framework Agreement and the financial services
contemplated and the proposed annual caps thereunder are fair and reasonable,
and whether they are in the interest of the Company and the shareholders as a
whole.
The shareholders will consider and approve (among others) the resolution in
respect of the Renewed Financial Services Framework Agreement at the annual
general meeting (together with other resolutions). Since CGN is a holder of more
than 30% of the issued share capital of the Company, it is a controlling
shareholder of the Company. The CGN Group is deemed to have material interest
in the financial services contemplated under the Renewed Financial Services
Framework Agreement. Therefore, CGN and its associates must abstain from
voting on the resolution approving the Renewed Financial Services Framework
Agreement at the annual general meeting. As at the date of this announcement
and to the best knowledge, information and belief of the Directors, save as
disclosed in this announcement, none of the other shareholders must abstain
from voting on the relevant resolution.
A circular containing (among others) (i) the details of the Renewed Financial
Services Framework Agreement and the continuing connected transactions and
proposed annual caps thereunder; (ii) a letter from the Independent Board
Committee to the independent shareholders; and (iii) a letter from the
independent financial advisor to the Independent Board Committee and the
independent shareholders, together with the notice and circular convening the
annual general meeting, will be dispatched to the shareholders on or before 10
April 2015.
— 13 —
10. Definitions
In this announcement, unless the context otherwise requires, the following terms
shall have the meaning below:
“annual general
meeting”
The annual general meeting for the year 2014 intended
to be convened by the Company in May 2015 to consider
and approve, (among others) terms of the Renewed
Financial Services Framework Agreement and the
proposed annual caps
“associates”
has the meaning ascribed thereto under the Hong Kong
Listing Rules
“big four commercial
banks”
Industrial and Commercial Bank of China, China
Construction Bank, Agricultural Bank of China and
Bank of China
“Board”
Board of Directors of the Company
“CBRC”
China Banking Regulatory Commission
“CGN Finance”
CGN Finance Co., Ltd.* (中廣核財務有限責任公司), a
limited liability company established in the PRC on 22
July 1997. CGN Finance is held as to 66.66% by CGN,
30% by China Nuclear Power Engineering Co., Ltd. (a
wholly owned subsidiary of CGN), and 3.34% by CGN
Services Group Co., Ltd. (a wholly owned subsidiary of
CGN), and thus a connected person of our Company
“CGN”
China General Nuclear Power Corporation* (中國廣核
集團有限公司), a state-owned enterprise established in
the PRC on 29 September 1994 and our Controlling
Shareholder and Promoter, and thus a connected person
of our Company, with 90% of its equity interest held by
State-owned Assets Supervision and Administration
Commission of the State Council of the PRC and 10% by
Guangdong Hengjian Investment Holdings Co., Ltd.
“CGN Group”
CGN and its subsidiaries (unless specified otherwise,
excluding the Company), collectively
— 14 —
“CGN Group Service
Provider(s)”
Any subsidiary/ies within the CGN Group which is/are
qualified legally to engage in professional financial
services and is eligible to provide financial services to
the Group in accordance with requirements of the laws
and regulations, as at the date of this announcement, it
refers to CGN Finance
“Company”
CGN Power Co., Ltd., a joint stock company with
limited liability incorporated under PRC law on 25
March 2014, the H shares of which is listed on the main
board of the Hong Kong Stock Exchange (Stock code:
1816)
“connected person”
has the meaning ascribed thereto under the Hong Kong
Listing Rules
“controlling
shareholder”
has the meaning ascribed thereto under the Hong Kong
Listing Rules
“Current Financial
Services
Framework
Agreement”
the Financial Services Framework Agreement entered
into by the Company and CGN on 21 November 2014,
which will expire on 9 December 2015
“Director”
Directors of the Company
“Group”
The Company and its subsidiaries
“Hongyanhe Nuclear” Liaoning Hongyanhe Nuclear Power Co., Ltd.* (遼寧紅
沿河核電有限公司), a limited liability company
established in the PRC on August 28, 2006 with 45% of
its equity interest held by CGN Nuclear Power
Investment Co., Ltd. (中廣核核電投資有限公司), 45%
by CPI Investment Nuclear Power Co., Ltd. (中電投核電
有限公司), and 10% by Dalian Construction Investment
Co., Ltd. (大連市建設投資集團有限公司)
“Hong Kong”
Hong Kong Special Administrative Region of the PRC
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Listing
Rules”
Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (as amended from time
to time)
— 15 —
“Hong Kong Stock
Exchange”
The Stock Exchange of Hong Kong Limited
“Independent Board
Committee”
The independent board committee constituted by Mr. Na
Xizhi, Mr. Hu Yiguang and Mr. Francis Siu Wai Keung,
for the purpose of providing advice to independent
shareholders in respect of the terms of the Renewed
Financial Services Framework Agreement and the
proposed annual caps
“independent
shareholders”
Shareholders other than CGN and its associates
“independent third
party/parties”
Person not connected with any Directors, supervisors,
senior executive officers or substantial shareholders of
the Company or any of its subsidiaries or any of their
respective associates
“Listing Date”
10 December 2014, the date when the H shares of the
Company were listed and commenced trading on the
Hong Kong Stock Exchange
“PBOC”
People’s Bank of China
“PRC”
The People’s Republic of China, for the purpose of this
announcement, excluding Hong Kong, Macau Special
Administrative Region of the PRC and Taiwan
“prospectus”
The prospectus published by the Company on 27
November 2014
“Renewed Financial
Services
Framework
Agreement”
the Financial Services Framework Agreement renewed
by the Company and CGN on 18 March 2015
“RMB”
Renminbi, the lawful currency of the PRC
“shareholder(s)”
Holder(s) of shares
“share(s)”
The shares in the share capital of the Company at the
nominal value of RMB1.00 each
“subsidiary”
has the meaning ascribed thereto under the Hong Kong
Listing Rules
— 16 —
“substantial
shareholder”
has the meaning ascribed thereto under the Hong Kong
Listing Rules
“Taishan Nuclear”
Taishan Nuclear Power Joint Venture Co., Ltd.* (台山核
電合營有限公司),
a
limited
liability
company
established in the PRC on 5 July 2007 with 47.5% of its
equity interests being held by Taishan Nuclear Power
Industry Investment Co., Ltd., 30% by EDF
International, 12.5% by CGN, and 10% by Guangdong
Nuclear Investment Co., Ltd., and a connected person of
our Company
By order of the Board
CGN Power Co., Ltd.*
Zhang Shanming
Chairman
The PRC, 18 March 2015
As at the date of this announcement, the Board of the Company comprises Mr. Gao Ligang as executive
Director; Mr. Zhang Shanming, Mr. Zhang Weiqing, Mr. Shi Bing, Mr. Xiao Xue and Mr. Zhuo Yuyun,
as non-executive Directors; Mr. Na Xizhi, Mr. Hu Yiguang and Mr. Francis Siu Wai Keung, as
independent non-executive Directors.
*
For identification purpose only
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