Very Substantial Disposal and Connected Transaction Involving the Equity Transfer and the Capital Injection in Guodian United Power Technology Co., Ltd
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Guodian Technology & Environment Group Corporation Limited, you should at once hand this circular to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. 國電科技環保集團股份有限公司 GUODIAN TECHNOLOGY & ENVIRONMENT GROUP CORPORATION LIMITED* (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 01296) (1)VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION INVOLVING THE EQUITY TRANSFER AND THE CAPITAL INJECTION IN GUODIAN UNITED POWER TECHNOLOGY CO., LTD. (2)CONNECTED TRANSACTION INVOLVING THE ENTERING INTO OF THE SUPPLEMENTAL AGREEMENT TO THE NON-COMPETITION AGREEMENT AND (3)NOTICE OF EXTRAORDINARY GENERAL MEETING Financial Advisor to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders The Company will convene the EGM at the Conference Room, 12th Floor, Building 1, Yard 16, W.4th Ring Middle Road, Haidian District, Beijing, the PRC at 10:00 a.m. on Friday, 16 July 2021. The notice of the EGM, the form of proxy and the reply slip for the EGM have been despatched and published on 30 June 2021. PRECAUTIONARY MEASURES FOR THE EGM To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the EGM: (1) Compulsory temperature screening/checks (2) Wearing of surgical face mask (3) No provision of refreshments or drinks Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the EGM venue, at the absolute discretion of the Company as permitted by law. 30 June 2021 CONTENTS Page DEFINITIONS . ii LETTER FROM THE BOARD . 1 LETTER FROM THE INDEPENDENT BOARD COMMITTEE. 16 LETTER FROM GRAM CAPITAL. 18 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP . 38 APPENDIX II – FINANCIAL INFORMATION OF THE DISPOSAL GROUP . 64 APPENDIX III – UN AUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP . 75 APPENDIX IV – VALUATION REPORT OF GUODIAN UNITED POWER . 91 APPENDIX V – GENERAL INFORMATION . 115 NOTICE OF EGM . EGM-1 – i – DEFINITIONS In this circular, the following terms and expressions shall have the following meanings unless the context otherwise requires: “Board” the board of Directors “Business Day” any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which banks in Hong Kong are open generally for normal banking services to the public “Capital Injection” the injection of capital of approximately RMB1,474,662,400 and RMB631,998,172 into the share capital of Guodian United Power by China Energy and Longyuan Power, respectively, in accordance with the Equity Transfer and Capital Injection Agreement “China Energy” China Energy Investment Corporation Limited* (國家能源投資集團有 限責任公司), a company incorporated in the PRC with limited liability, being the controlling shareholder of the Company “Company” Guodian Technology & Environment Group Corporation Limited* (國電 科技環保集團股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which is listed on the Stock Exchange (stock code: 1296) “Completion” the completion of the Equity Transfer and Capital Injection Agreement pursuant to the terms and conditions therein “connected person(s)” has the meaning ascribed thereto under the Listing Rules “controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Director(s)” the director(s) of the Company “Disposal” the Equity Transfer and the Capital Injection which are part and parcel of each other and shall be completed simultaneously pursuant to the Equity Transfer and Capital Injection Agreement “Disposal Group” Guodian United Power and its subsidiaries “Domestic Shares” ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB – ii – DEFINITIONS “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, inter alia, the Equity Transfer and Capital Injection Agreement and the transactions contemplated thereunder, and the Supplemental Agreement “Equity Transfer” the equity transfer of approximately 15.68% equity interest in Guodian United Power from the Company to China Energy at a consideration of RMB407,681,944 in accordance with the Equity Transfer and Capital Injection Agreement “Equity Transfer and Capital the equity transfer and capital injection agreement in respect of Guodian Injection Agreement” United Power dated 16 June 2021 entered into among (i) China Energy; (ii) the Company; (iii) Longyuan Power; and (iv) Guodian United Power “Group” the Company and its subsidiaries “Guodian Group” China Guodian Corporation* (中國國電集團公司), being the controlling shareholder of the Company prior to its absorption and merger into China Energy “Guodian United Power” Guodian United Power Technology Co., Ltd.* (國電聯合動力技術有 限公司), a company established in the PRC with limited liability, and owned as to 70% by the Company and 30% by Longyuan Power as at the date of the Equity Transfer and Capital Injection Agreement “H Share(s)” the overseas-listed foreign shares in the ordinary share capital of the Company, with a RMB denominated par value of RMB1.0 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Independent Board a committee of the Board comprising all the independent non-executive Committee” Directors established for the purpose of considering and advising the Independent Shareholders in respect of the Equity Transfer and Capital Injection Agreement and the transactions contemplated thereunder, and the Supplemental Agreement – iii – DEFINITIONS “Independent Financial Gram Capital Limited, a licensed corporation to carry out type Adviser” or “Gram Capital” 6 (advising on corporate finance) regulated activity under the SFO and the independent financial adviser appointed to advise the the Independent Board Committee and the Independent Shareholders on the Equity Transfer and Capital Injection Agreement and the transactions contemplated thereunder, and the Supplemental Agreement “Independent Shareholders” Shareholder(s) other than those required to abstain from voting on the resolution(s) relating to the Equity Transfer and Capital Injection Agreement and the transactions contemplated thereunder, and the Supplemental Agreement at the EGM under the Listing Rules “Independent Third Party(ies)” a person/persons, or in case of a company/companies, the company/ companies or its/their ultimate beneficial owner(s), who is/are independent or and not connected with the Company and its subsidiaries and their respective connected persons and their respective ultimate beneficial owner(s) or their respective associates “Latest Practicable Date” 28 June 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Longyuan Power” China Longyuan Power Group Corporation Limited* (龍源電力集團股 份有限公司), a joint stock company established in the PRC with limited liability, the H Shares of which is listed on the Stock Exchange (stock code: 916) “Non-competition Agreement” the Non-competition Agreement dated 23 November 2011 entered into between the Company and Guodian Group under which Guodian Group undertook not to engage in the operation of and participation in businesses that compete, or are likely to compete, with the main businesses of the Company “PRC” the People’s Republic of China, for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Remaining Group” the Group after Completion – iv – DEFINITIONS “RMB” Renminbi, the lawful currency of the PRC “SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SASAC” the State-owned Assets Supervision and Administration Commission of the State Council of the PRC “Shareholder(s)” the holder(s) of the H share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Agreement” the Supplemental Agreement to the Non-competition Agreement dated 16 June 2021 entered into between the Company and China Energy “%” per cent. The English translation of the names in Chinese which is marked with “*” in this circular is for identification purpose only. – v – LETTER FROM THE BOARD 國電科技環保集團股份有限公司 GUODIAN TECHNOLOGY & ENVIRONMENT GROUP CORPORATION LIMITED* (a joint stock