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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  CLP Holdings Limited    2   HK0002007356

CLP HOLDINGS LIMITED

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CLP : Continuing Connected Transactions

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01/01/2020 | 06:17pm EST

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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.

中 電 控 股 有 限 公 司

CLP Holdings Limited

(incorporated in Hong Kong with limited liability)

(Stock Code: 00002)

Continuing Connected Transactions

Summary and highlights

  • CLP Group's power purchase agreements ("PPAs") for Xicun solar, Xundian wind and Sandu wind projects have been recently renewed with the CSG Group (i.e. China Southern Power Grid Co., Ltd. and its subsidiaries). These PPAs constitute continuing connected transactions ("CCTs") for CLP Holdings as the CSG Group is a connected person of CLP Holdings (at the subsidiary level).
  • Upon the renewal of these PPAs, and when aggregated with other related CCTs for power sales entered into or renewed with the CSG Group during 2019, the projected Annual Aggregate Cap for all of these Transactions is expected to be more than 1% but less than 5% of the relevant Listing Rules percentage ratio; thereby triggering the requirement to make this announcement, as well as the annual review requirements under the Listing Rules.
  • This announcement sets out, amongst other things, the following details concerning the Transactions: the background and the reasons for entering into the Transactions; the historical transaction values (if any); and the project caps and how these were determined.

1. CCTs BETWEEN THE CLP GROUP AND THE CSG GROUP

The Company last made an announcement in relation to the ongoing CCTs between the CLP Group and the CSG Group in the 2019 Announcement.

Since the publication of the 2019 Announcement, a number of CCTs have been entered into and these include: (a) some of the CCTs disclosed in the 2019 Announcement have been renewed; (b) transactions for a new project (i.e. Meizhou solar project) and some existing projects which constitute CCTs have been entered into - these mainly relate to the Energy Economy Interchange Agreement and other ancillary agreements for the existing projects of the CLP Group in Mainland China; and (c) various existing project

Page 2 of 21

companies in Mainland China have continued to conduct Power Exchange Sales. These CCTs have been aggregated for Listing Rules purposes on the basis that these are agreements where, in principle, the CLP Group sells electricity to the CSG Group or are agreements associated with such sales; and for Power Exchange Sales, the CSG Group assumes the settlement risk for the electricity sales made by the CLP Group.

The PPAs for Xicun solar, Xundian wind and Sandu wind projects have been recently renewed. When aggregated with other relevant CCTs with the CSG Group entered into during 2019, the relevant percentage ratio under the Listing Rules in respect of the projected Annual Aggregate Cap are more than 1% but less than 5%, thereby triggering this announcement obligation.

All of the above agreements for the Transactions were conducted in the ordinary and usual course of business of the CLP Group and their principal terms are summarised in Table A below:

Table A - Details of the Transactions

Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

1. CLP Power electricity sales to Mainland China

1.1

Energy Economy

CLP Power

CSG-GPG

25 December 2015

Economic

Interchange Agreement

interchange of

electricity from, on

Date: 20 December 2019

the one side, CLP

Power to CSG-GPG

Term: From 20 December

and, on the other,

from CSG-GPG to CLP

2019 to 24 December

Power, depending on

2021

which party is

affected by an

emergency incident

resulting in

interruption of

normal electricity

supply to its

customers. The

potential sale of

electricity by CLP

Power to CSG-GPG

falls to be aggregated

with the

Transactions.

Where the consideration is settled by cash payment, it is based on the number of GWh sold multiplied by an arm's length tariff agreed between the parties. The tariff is determined after taking into account the available market information and the relevant cost.

The consideration will, under circumstances prescribed in the agreement, be settled by either cash payment or by CSG-GPG's supply of such volume of water to Guangzhou Pumped Storage Power Station (for which the CLP Group has contractual rights to use 50% of Phase 1 of the power station (600MW)) for the generation of electricity equivalent to the volume supplied by CLP Power.

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Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

2. Huaiji hydro project

2.1 Zelian Hydro Station PPA (see Note (b))

Date: 24 September 2018

Term: From 24 September 2019 to 23 September 2020 (automatically renewable - see Note (c))

Guangdong Huaiji

Zhaoqing Power

23 July 2009

Xinlian Hydro-electric Bureau of CSG-GPG,

Power Company a subsidiary of CSG Limited, a subsidiary ("CSG-ZPB")

of the Company ("CLP-GHX")

CLP-GHX sells electricity to CSG-ZPB which delegated the role of settlement to Zhaoqing Huaiji Power Bureau, another subsidiary of CSG.

Payment is based on the number of GWh sold multiplied by a tariff predetermined by the Guangdong Provincial Development and Reform Commission ("Guangdong PDRC"). This tariff is published at the Guangdong PDRC Document YueJia [2013] No. 177 and is updated from time to time.

The above pricing also applies to items 2.3-2.8.

2.2

Supplemental Agreement CLP-GHX

CSG-ZPB

This is a new

This is for the

to Zelian Hydro Station

agreement.

temporary

PPA

arrangement for CSG-

ZPB to supply

Date: 16 August 2019

electricity to CLP-GHX

during the technical

Term: From 19 April 2019

retrofit of Zelian

Hydro Station and the

to 18 April 2020

upgrade of the local

(automatically renewable

grid company.

- see Note (d))

Payment is based on the number of kWh sold multiplied by a tariff predetermined by the Guangdong PDRC. This tariff is published at the Guangdong PDRC Document YueFaGaiJiaGe [2019] No. 138 and is updated from time to time.

2.3

Longzhongtan Hydro

CLP-GHX

CSG-ZPB

23 July 2009

As in item 2.1

As in item 2.1 above

Station PPA (see Note (b))

above

Date: 25 December 2018

Term: From 25 December

2019 to 24 December

2020 (automatically

renewable - see Note (c))

2.4

Jiaoping Hydro Station PPA

CLP-GHX

CSG-ZPB

23 July 2009

CLP-GHX sells

As in item 2.1 above

(see Note (b))

electricity to CSG-

ZPB.

Date: 28 September 2015

Term: From 28 September 2019 to 27 September 2020 (automatically renewable - see Note (c))

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Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

2.5

Xiazhu Hydro Station

CLP-GHX

CSG-ZPB

23 July 2009

As in item 2.4

As in item 2.1 above

PPA (see Note (b))

above

Date: 28 September

2015

Term: From

28 September 2019 to

27 September 2020

(automatically

renewable - see Note

(c))

2.6

Shuixia Hydro Station

Guangdong

CSG-ZPB

23 February 2012

CLP-GHW sells

As in item 2.1 above

PPA (see Note (b))

Huaiji Weifa

electricity to CSG-

Hydro-electric

ZPB.

Date: 28 September

Power Company

2015

Limited, a

subsidiary of the

Term: From

Company ("CLP-

GHW")

28 September 2019 to

27 September 2020

(automatically

renewable - see Note

(c))

2.7 Baishuihe Four Hydro Stations PPA (see Note (b))

Date: 28 September 2015

Term: From

28 September 2019 to

27 September 2020 (automatically renewable - see Note (c))

Guangdong

CSG-ZPB

23 February 2012

CLP-GHC, CLP-

As in item 2.1 above

Huaiji Changxin

GHG, CLP-GHW

Hydro-electric

and CLP-GHX sell

Power Company

electricity to CSG-

Limited ("CLP-

ZPB.

GHC")

Guangdong

Huaiji Gaotang

Hydro-electric

Power Company

Limited ("CLP-

GHG")

CLP-GHW

CLP-GHX

All of the above

companies are

subsidiaries of

the Company.

Page 5 of 21

Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

2.8

Niuqi Hydro Station

CLP-GHX

CSG-ZPB

12 January 2009

As in item 2.4

As in item 2.1 above

PPA (see Note (b))

above

Date: 26 July 2016

Term: From 26 July 2019 to 25 July 2020 (automatically renewable - see Note (c))

3. Meizhou solar project (see Note (e))

3.1 Meizhou Solar Project PPA (see Note (b))

Date: 1 March 2019

Term: From 1 February 2019 to 1 February 2020 (automatically renewable - see Note (f))

Pingyuan Litian

Meizhou Power

This is a new

CLP Meizhou sells

Payment is based on

New Energy

Bureau of CSG-

agreement

electricity to CSG-

the number of GWh

Power Company

GPG, a

entered into after

MPB.

sold multiplied by a

Limited, a

subsidiary of

CLP Meizhou was

tariff pre-determined

wholly-owned

CSG ("CSG-

acquired into the

by the Guangdong

subsidiary of the

MPB")

CLP Group.

PDRC. This tariff is

Company ("CLP

published at the

Meizhou")

Guangdong PDRC

Document

YueFaGaiJiaGe [2017]

No. 3084 and is

updated from time to

time.

3.2

Meizhou Solar Project

CLP Meizhou

Meizhou

As in item 3.1

CSG-MPPB

Payment is based on

High Voltage Electricity

Pingyuan Power

above

supplies electricity

the number of kWh

Supply Contract

Bureau of CSG-

to CLP Meizhou

sold multiplied by a

GPG, a

for power

tariff pre-determined

Date: 10 July 2019

subsidiary of

consumption at

by the Guangdong

CSG ("CSG-

the project site.

PDRC. This tariff is

Term: From 10 July

MPPB")

published at the

Guangdong PDRC

2019 to 9 July 2020

Document

(automatically

YueFaGaiJiaGe [2018]

renewable - see Note

No. 213 and is updated

(d))

from time to time.

4.

Yang_er hydro project

4.1 Yang_er Hydro Project High Voltage Electricity Supply Contract

Date: 23 June 2016

Term: From 10 May 2019 to 9 May 2020 (automatically renewable - see Note (d))

Dali Yang_er

Yangbi Electricity

1 September 2009

CSG Yangbi

Hydropower

Supply Co., Ltd.,

supplies electricity

Development

a subsidiary of

to Dali Yang_er for

Co., Ltd., a

CSG ("CSG

use by the

wholly-owned

Yangbi")

facilities at the

subsidiary of the

main dam.

Company ("Dali

Yang_er")

Payment is based on the number of kWh sold multiplied by the industrial use tariff for bulk industrial users determined by the Yunnan Provincial Development and Reform Commission ("Yunnan PDRC"). This tariff is updated from time to time.

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Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

4.2

Yang_er Hydro Project

Dali Yang_er

CSG Yangbi

1 September 2009

CSG Yangbi

As in item 4.1 above

High Voltage Electricity

supplies electricity

Supply Contract

via a 10kV line to

Dali Yang_er

Date: 23 June 2016

during overhaul

related outages.

Term: From 10 May

2019 to 9 May 2020

(automatically

renewable - see Note

(d))

4.3

Yang_er Hydro Project

Dali Yang_er

Dali Power

4 November 2009

CSG-DPB supplies

As in item 4.1 above

High Voltage Electricity

Bureau of CSG

electricity via a

Supply Contract

Yunnan, a

110kV line to Dali

subsidiary of

Yang_er during

Date: 23 March 2019

CSG ("CSG-

overhaul related

DPB")

outages.

Date: From 23 March

2019 to 22 March 2022

(automatically

renewable - see Note

(g))

4.4

Power Exchange Sales

Dali Yang_er

CSG Yunnan and

See Note (h)

Dali Yang_er sold

Payment is based on

Kunming PEC

electricity through

the number of GWh

Kunming PEC

sold multiplied by the

from time to time

tariff determined

where (i) CSG

through competitive

Yunnan acts as

bidding processes

settlement agent

conducted on Kunming

and assumes

PEC, an arm's length

settlement risks

tariff agreed between

for these

the parties for market

transactions as

sales (as applicable), or

defined under the

set by Kunming PEC for

Kunming PEC

interprovincial

settlement rules

electricity sales

or (ii) CSG Yunnan

(together with a

acts as the

transaction fee

purchaser for

charged by Kunming

interprovincial

PEC).

electricity sales.

Page 7 of 21

Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

5. Xicun solar project (Phases I and II)

5.1 Xicun Solar Project PPA (see Note (b))

Date: 14 October 2016

Term: From 1 January 2020 to 31 December 2020 for Phases I and II (automatically renewable - see Note (i))

CLP Dali (Xicun)

CSG Yunnan

24 September

CLP Xicun sells

Payment is based on

Solar Power Co.,

2014

electricity to CSG

the number of GWh

Ltd, a wholly-

Yunnan.

sold multiplied by a

owned

tariff pre-determined

subsidiary of the

by the National

Company ("CLP

Development and

Xicun")

Reform Commission

("NDRC") and subject

to adjustment in

accordance with the

2019 Implementation

Scheme for Trading in

Yunnan Electricity

Market issued by

Yunnan PDRC and

Yunnan Provincial

Energy Administration

and is updated from

time to time.

5.2

Xicun Solar Project

CLP Xicun

Binchuan

11 December 2014

CSG Binchuan

As in item 4.1 above

Electricity Supply

Electricity

supplies electricity

Contract (10kV) (see

Supply Company

to CLP Xicun for

Note (j))

Limited, a

power

subsidiary of

consumption at

Date: 11 December

CSG ("CSG

the project site.

Binchuan")

2014

Term: From

11 December 2017 to

10 December 2020

(automatically

renewable - see Note

(g))

5.3

Xicun Solar Project

CLP Xicun

CSG-DPB

27 January 2015

CSG-DPB supplies

As in item 4.1 above

High Voltage Electricity

electricity (110kV)

Supply Contract

to CLP Xicun for

power

Date: 23 December

consumption at

the project site for

2019

equipment when

Term: From

the plant is not in

generation status.

23 December 2019 to

22 December 2022

(automatically

renewable - see Note

(g))

Page 8 of 21

Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

5.4

Xicun Solar Project

CLP Xicun

CSG Binchuan

31 July 2015

CSG Binchuan

Payment is based on

High Voltage Electricity

supplies electricity

the number of kWh

Supply Contract (for

(10kV) to CLP

sold multiplied by the

pump station) (see

Xicun for use by

agricultural tariff for

Note (j))

the watering

agricultural users

facilities.

determined by the

Date: 31 July 2015

Yunnan PDRC. This

tariff is updated from

Term: From 31 July

time to time.

2018 to 30 July 2021

(automatically

renewable - see Note

(g))

5.5

Power Exchange Sales

CLP Xicun

CSG Yunnan and

See Note (h)

CLP Xicun sold

As in item 4.4 above

Kunming PEC

electricity through

Kunming PEC from

time to time where (i) CSG Yunnan acts as settlement agent and assumes settlement risks for these transactions as defined under the Kunming PEC settlement rules or (ii) CSG Yunnan acts as the purchaser for interprovincial electricity sales.

6. Xundian wind project

6.1 Xundian Wind Project PPA (see Note (b))

Date: 14 October 2016

Term: From 1 January 2020 to 31 December 2020 (automatically renewable - see Note (k))

CLP (Kunming)

CSG Yunnan

2 December 2015

CLP Xundian sells

As in item 5.1 above

Renewable

electricity to CSG

Energy Co., Ltd.,

Yunnan.

  1. wholly-ownedsubsidiary of the Company ("CLP Xundian")

6.2

Xundian Wind Project

CLP Xundian

Kunming Power

30 November 2015

CSG-KPB supplies

As in item 4.1 above

Electricity Supply

Bureau of CSG

electricity via a

Contract (see Note (j))

Yunnan, a

110kV line to CLP

subsidiary of

Xundian for start

Date: 30 November

CSG ("CSG-KPB")

up purposes.

2015

Term: From

30 November 2018 to

29 November 2021 (automatically renewable - see Note (g))

Page 9 of 21

Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

6.3

Xundian Wind Project

CLP Xundian

Kunming

19 September

CSG-KXPSC

Payment is based on

High Voltage Electricity

Xundian Power

2017

supplies electricity

the number of kWh

Supply Contract (10kV)

Supply Company

to CLP Xundian for

sold multiplied by the

Limited of CSG

use by the

non-residential tariff

Date: 8 July 2019

Yunnan, a

facilities in the

determined by the

subsidiary of

plant.

Yunnan PDRC. This

Term: From 8 July 2019

CSG ("CSG-

tariff is updated from

KXPSC",

time to time.

to 7 July 2022

formerly known

(automatically

as Xundian

renewable - see Note

Power Supply

(g))

Company

Limited)

6.4

Power Exchange Sales

CLP Xundian

CSG Yunnan and

See Note (h)

CLP Xundian sold

As in item 4.4 above

Kunming PEC

electricity through

Kunming PEC from

time to time where (i) CSG Yunnan acts as settlement agent and assumes settlement risks for these transactions as defined under the Kunming PEC settlement rules or (ii) CSG Yunnan acts as the purchaser for interprovincial electricity sales.

7. Sandu wind project

7.1

Sandu Wind Project

CLP (Sandu)

Guizhou Power

31 March 2016

CLP Sandu sells

Payment is based on

PPA (see Note (b))

Renewable

Grid Company

electricity to CSG

the number of GWh

Energy Limited, a

Limited, a

Guizhou.

sold multiplied by a

Date: 31 December

wholly-owned

subsidiary of

tariff pre-determined

subsidiary of the

CSG ("CSG

by the NDRC. The tariff

2019

Company ("CLP

Guizhou")

is published at the

Term: From 1 January

Sandu")

NDRC Document

FaGaiJiaGe [2014] No.

2020 to 31 December

3008 and is updated

2021 (see Note (l))

from time to time.

7.2

Sandu Wind Project

CLP Sandu

Duyun Sandu

8 December 2015

CSG-DSPB

Payment is based on

Electricity Supply

Power Bureau of

supplies electricity

the number of kWh

Contract (220kV)

CSG Guizhou, a

to CLP Sandu for

sold multiplied by the

subsidiary of

power

industrial use tariff for

Date: 21 March 2018

CSG ("CSG-

consumption at

bulk industrial users

DSPB")

the project site.

determined by the

Term: From 18 August

Guizhou Provincial

Development and

2019 to 17 August

Reform Commission.

2020 (automatically

This tariff is updated

renewable - see Note

from time to time.

(d))

Page 10 of 21

Name, date and current

Transaction party

Transaction party

Start date of

Nature and

Basis for determining

term of the agreement

within the CLP

within the CSG

current contractual

description of the

the consideration

Group

Group

arrangement

transaction

(see Note (a))

7.3

Sandu Wind Project

CLP Sandu

CSG-DSPB

23 March 2018

CSG-DSPB

As in item 7.2 above

Electricity Supply

supplies electricity

Contract (10kV) (see

to CLP Sandu for

Note (j))

power

consumption at

Date: 23 March 2018

the project site.

Term: From 23 March

2018 to 22 March 2021

(automatically

renewable - see Note

(g))

Notes:

  1. Where an agreement has been renewed (as variously described in Table A above and the following footnotes), this refers to the start date of the initial written agreement which has since been renewed and is now represented by the current agreement and term shown in the first column.
  2. The industry practice in the PRC is for each PPA to be accompanied by one or more GCCs or other ancillary agreements. The GCCs and ancillary agreements (such as metering agreements) set out operational and technical provisions for allowing grid connection for the generation assets and are entered into by the same CLP party and CSG party (or another CSG Group company) to the PPA. There is no transaction value in the GCCs or ancillary agreements. In practice, the GCCs and ancillary agreements are dependent on the PPAs and will fall away when the relevant PPA is terminated. Given their nature and for clarity of presentation, the table above does not include details of the GCCs and ancillary agreements as they are sufficiently summarised in this note unless such ancillary agreement carries transaction value separately from the PPA.
  3. Automatically renewed and extended for a one year term if no party objects prior to the expiry of the current term. During the extended term, a party may object to the continuation of the extended term by giving a written notice of objection to the other party and if no agreement could be reached within 60 working days therefrom, the agreement terminates automatically.
  4. Automatically renewed for a subsequent one year term (and further successive one year period(s)) if the user continues to use the power supply and no party objects in writing upon the expiry of the current term.
  5. Meizhou solar project was acquired by the CLP Group through the acquisition of 100% equity interest in CLP Meizhou on 11 January 2019.
  6. Meizhou Solar Project PPA was entered into on 1 March 2019 in respect of a one year period from 1 February 2019 to 1 February 2020. This agreement is automatically renewable for a subsequent one year term (and further successive one year period(s)) if no party objects in writing prior to the expiry of the current term; the maximum period of extension shall not exceed five years.
  7. Automatically renewed for a subsequent three year term (and further successive three year period(s)) if the user continues to use the power supply and no party objects in writing upon the expiry of the current term.
  8. Power Exchange Sales are entered into through Kunming PEC from time to time with details then recorded therein its electronic platform. The CLP Group has been conducting Power Exchange Sales through Kunming PEC since 1 January 2017.
  9. Xicun Solar Project PPA for both Phases I and II was entered into on 14 October 2016 in respect of a one year period from 1 January to 31 December 2016; thereafter, it was automatically renewable for a subsequent one year term (also further successive one year period(s)) by continued performance if no party objects upon the expiry of the current term.
  10. The agreement remains ongoing but is not required to be set out in Table A above as it was entered into before the date of the 2019 Announcement and was disclosed therein; however, it is included in Table A for completeness.
  11. Xundian Wind Project PPA was entered into on 14 October 2016 in respect of a one year period from 1 January to 31 December 2016; thereafter, it was automatically renewable for a subsequent one year term (also further successive one year period(s)) by continued performance if no party objects upon the expiry of the current term.
  12. Sandu Wind Project PPA was entered into on 31 December 2019 in respect of a two year period from 1 January 2020 to 31 December 2021. Upon expiry of the current term, the parties can agree in writing to extend the term of this agreement.

2. HISTORICAL TRANSACTION VALUES AND PROPOSED NEW ANNUAL AGGREGATE CAP

Annual Aggregate Cap

As CCTs under the Listing Rules, the Transactions are subject to annual caps determined by the Company on an aggregated basis. The Annual Aggregate Cap has been set for this purpose. If the actual aggregate value of the Transactions exceeds the Annual Aggregate Cap, the Company will have to re-comply with the Listing Rules announcement requirement.

Page 11 of 21

Table B below sets out the following regarding the Transactions:

  1. the historical transaction values for (a) the eleven months ended 30 November 2019 (based on the historical information available for the purpose of this announcement) and (b) the two financial years ended 31 December 2017 and 2018; and
  2. the proposed annual cap by individual Transaction and project, and the Annual Aggregate Cap for the financial year ending 31 December 2020.

Monitoring the Caps

The total actual value of the Transactions will be compared against the Annual Aggregate Cap when monitoring the annual cap for Listing Rules purposes. The individual caps by Transaction and project are set out in Table B for reference only and for the purpose of deriving the Annual Aggregate Cap. Projects may exceed or fall short of their individual caps so long as, on an aggregated basis, the value of all Transactions is within the Annual Aggregate Cap. The Annual Aggregate Cap or the individual caps, however, shall not be treated as a forecast of the actual revenues or expenses likely to be received or incurred by the CLP Group, as the case may be, for the Transactions or the individual projects in the financial year for 2020.

The Annual Aggregate Cap (as shown in Table B) is set by reference to the Company's financial year ending 31 December and the annual transaction value takes into account that some of the Transactions are annual agreements which are subject to renewal at various times during the year and an allowance within the Annual Aggregate Cap for Prospective Projects to cater for any Transactions for new projects which may be entered into during 2020.

For the purpose of monitoring compliance with the Annual Aggregate Cap, the Company will calculate the value of the electricity delivered under the relevant Transactions at the applicable tariff (or other contractual price) prevailing at the relevant time throughout the year, exclusive of VAT. Where any agreement expires and is renewed during any financial year, the value of the electricity delivered during the financial year will be time apportioned under the expiring agreement and the renewed agreement respectively.

Table B - Historical transaction values, proposed annual cap by individual Transaction and project, and the Annual Aggregate Cap

Historical Transaction Values (excluding VAT)

Proposed Annual Caps

(HK$ million)

(HK$ million)

For the year ended

For the year ended

For the eleven months ended

For the year ending

31 December 2017

31 December 2018

30 November 2019

31 December 2020

1.

CLP Power electricity sales to Mainland China

1.1

Energy Economy Interchange

-

1.39

-

420.00

Agreement

(see Note (a))

Sub-total

-

2

-

420

(rounded up to next million)

2. Huaiji hydro project

2.1

Zelian Hydro Station PPA

1.74

4.08

5.85

6.06

Page 12 of 21

Historical Transaction Values (excluding VAT)

Proposed Annual Caps

(HK$ million)

(HK$ million)

For the year ended

For the year ended

For the eleven months ended

For the year ending

31 December 2017

31 December 2018

30 November 2019

31 December 2020

2.2

Supplemental Agreement to Zelian

N/A

N/A

0.41

0.68

Hydro Station PPA

(new agreement entered into in

2019)

2.3

Longzhongtan Hydro Station PPA

2.70

2.60

3.10

4.03

2.4

Jiaoping Hydro Station PPA

1.88

1.92

2.12

3.11

2.5

Xiazhu Hydro Station PPA

7.74

6.53

7.65

10.24

2.6

Shuixia Hydro Station PPA

32.79

30.70

39.30

54.12

2.7

Baishuihe Four Hydro Stations PPA

151.15

127.16

168.09

248.37

2.8

Niuqi Hydro Station PPA

26.31

23.85

25.48

38.74

Sub-total

225

197

252

366

(rounded up to next million)

3. Meizhou solar project

3.1

Meizhou Solar Project PPA

N/A

N/A

46.82

58.41

(see Note (b))

3.2

Meizhou Solar Project High Voltage

N/A

N/A

0.27

0.41

Electricity Supply Contract

(see Note (b))

Sub-total

N/A

N/A

48

59

(rounded up to next million)

4. Yang_er hydro project

4.1

Yang_er Hydro Project High Voltage

0.01

0.01

0.01

0.06

Electricity Supply Contract

4.2

Yang_er Hydro Project High Voltage

0.01

0.01

0.01

0.01

Electricity Supply Contract

4.3

Yang_er Hydro Project High Voltage

-

-

0.01

0.01

Electricity Supply Contract

4.4

Power Exchange Sales

10.94

14.26

21.59

39.92

(see Note (c))

(see Note (d))

(see Note (d))

Sub-total

11

15

22

40

(rounded up to next million)

5.

Xicun solar project (Phases I and II)

5.1

Xicun Solar Project PPA

75.20

59.90

63.36

57.84

5.2

Xicun Solar Project Electricity Supply

0.01

0.01

0.03

0.11

Contract (10kV)

5.3

Xicun Solar Project High Voltage

0.39

0.39

0.35

0.57

Electricity Supply Contract

5.4

Xicun Solar Project High Voltage

0.02

0.04

0.03

0.11

Electricity Supply Contract (for pump

station)

5.5

Power Exchange Sales

11.72

11.54

62.54

86.76

(see Note (c))

(see Note (d))

(see Note (d))

Sub-total

88

72

127

146

(rounded up to next million)

6. Xundian wind project

6.1

Xundian Wind Project PPA

29.12

20.71

20.58

24.68

Page 13 of 21

Historical Transaction Values (excluding VAT)

Proposed Annual Caps

(HK$ million)

(HK$ million)

For the year ended

For the year ended

For the eleven months ended

For the year ending

31 December 2017

31 December 2018

30 November 2019

31 December 2020

6.2

Xundian Wind Project Electricity

0.07

0.10

0.04

0.34

Supply Contract

6.3

Xundian Wind Project High Voltage

-

-

-

0.11

Electricity Supply Contract (10kV)

6.4

Power Exchange Sales

8.17

13.53

43.26

57.59

(see Note (c))

(see Note (d))

(see Note (d))

Sub-total

38

35

64

83

(rounded up to next million)

7. Sandu wind project

7.1

Sandu Wind Project PPA

143.90

128.82

104.26

163.55

7.2

Sandu Wind Project Electricity

0.19

0.29

0.28

1.00

Supply Contract (220kV)

7.3

Sandu Wind Project Electricity

N/A

-

-

0.34

Supply Contract (10kV)

(agreement entered into in 2018)

Sub-total

145

130

105

165

(rounded up to next million)

8. Prospective Projects

8.1

Provision for new projects

N/A

N/A

N/A

321

Annual Aggregate Cap

1,600

(rounded up to next million)

Notes:

  1. Sales of electricity from CLP Power to CSG-GPG in 2018 were made under this agreement when Guangdong Province was affected by Super Typhoon Mangkhut in September 2018. There were no such sales transacted under this agreement for 2017 and 2019.
  2. Meizhou solar project commenced operation on 23 June 2017. It is a new project acquired by the CLP Group on 11 January 2019. Therefore, the historical transaction value of this agreement was disclosed for the period from 11 January to 30 November 2019 only.
  3. Interprovincial electricity sales conducted in 2018 were disclosed as an individual item in the 2019 Announcement for each of the Yang_er hydro, Xicun solar and Xundian wind projects (i.e. items 3.4, 5.5 and 6.4 in Table A of the 2019 Announcement). In this announcement, interprovincial electricity sales conducted in 2019 were included as a part of Power Exchange Sales for presentation purpose as these sales were also conducted through Kunming PEC. Accordingly, the historical transaction values of Power Exchange Sales of these projects shown in the above table include the historical transaction values of interprovincial electricity sales (as applicable). For details, please refer to items 4.4, 5.5 and 6.4 in Table A of this announcement.
  4. The historical transaction values for the full years ended 31 December 2017 and 2018 shown in the above table are for reference only. This is because electricity sales conducted through Kunming PEC (except for interprovincial electricity sales) were not regarded as CCTs prior to 28 December 2018. For details, please refer to Sections 2 and 3 of the 2019 Announcement.
  5. In the above table, the applicable average RMB:HK$ exchange rate for the relevant period is used, being for the twelve months ended 31 December 2017 and 2018 respectively, and for the eleven months ended 30 November 2019.

The section below sets out the basis for the Company's determination of the Annual Aggregate Cap and the caps by project category.

CLP Power electricity sales to Mainland China

The project cap for 2020 in respect of this category is HK$420 million.

The Energy Economy Interchange Agreement concerns the potential emergency electricity supply to CSG-GPG grid system (as power importer) by CLP Power. The annual cap was determined by reference to the electricity supply to be paid in cash or settled in kind (see item 1.1 in Table A of this

Page 14 of 21

announcement) by CSG-GPG as the power importer in an emergency incident affecting its power system. The other aspect of this agreement which relates to the potential emergency electricity supply to the CLP Power grid system will not be aggregated with the Transactions as the nature of this is the sale or supply of electricity to CLP Power; as opposed to the sale or supply of electricity to the CSG Group.

In the 2019 Announcement, we provided an annual cap for the Power Sales Contract (item 1.1 in Table A of the 2019 Announcement) for 2019. However, no electricity sales were conducted under the contract for 2019. The contract expired on 31 December 2019 and no further renewal is currently anticipated.

Power Projects in Mainland China

The power market reform in Mainland China was initiated in 2015 which introduced competition to electricity supply and retail markets. Power exchange centres have then been set up in different provinces providing trading platforms for power generators to negotiate electricity supply contracts directly with end users. Yunnan was one of the pilot provinces to implement market sales since 2017. The Annual Aggregate Cap takes into account the electricity demands in the regions where the relevant projects operate in as well as the pace of the market sales reform. As disclosed in our previous announcements, electricity sales by Yang_er hydro, Xicun solar and Xundian wind projects have been made through Kunming PEC which constitute CCTs with the CSG Group primarily due to the settlement risks in respect of these sales assumed by CSG Yunnan which is subject to the trading rules implemented by the relevant PRC authority.

Yang_er hydro, Xicun solar and Xundian wind projects

The aggregate project caps in respect of the Yang_er Hydro Project Transactions, Xicun Solar Project Transactions and Xundian Wind Project Transactions for 2020 are HK$40 million, HK$146 million and HK$83 million, respectively. Except for Yang_er hydro project where its power sales are anticipated to be conducted solely in the form of Power Exchange Sales, the sale of electricity for the Xicun solar project and Xundian wind project are anticipated to be conducted through PPAs and Power Exchange Sales; the project caps for these projects have accordingly taken these into consideration. The project caps were also determined by reference to the historical performance of the power plants and the latest electricity sales and price forecast for 2020 by CLP's power project companies.

Huaiji hydro, Meizhou solar and Sandu wind projects

The aggregate project caps in respect of the Huaiji Hydro Project Transactions, Meizhou Solar Project Transactions and Sandu Wind Project Transactions for 2020 are HK$366 million, HK$59 million and HK$165 million, respectively. Electricity sales for these projects are still conducted entirely through PPAs at on-grid tariffs. The respective aggregate project caps were determined by reference to the prescribed on-grid tariffs of the PPAs, the historical performance of the power plants and the latest electricity sales forecast for 2020 by CLP's power project companies.

Page 15 of 21

Prospective Projects

This item represents an allowance within the Annual Aggregate Cap for new projects which may be acquired, undertaken or commissioned by the CLP Group in Mainland China during 2020. If so, the associated PPA and other related agreements with a CSG Group entity would become CCTs which are not included in the aggregate project caps for any of the existing projects listed in Table B above.

This allowance is based on the estimated commencement date, the expected date on which the transaction would constitute a CCT, the expected volume of electricity supply and sales, type of generation plants and capacity of the Prospective Projects, to which the appropriate state predetermined tariff or an arm's length negotiated tariff would be expected to be applied, as the case may be. Generally, the Prospective Projects are individually small or medium sized projects and do not include larger projects which may cause one or more of the relevant percentage ratios under the Listing Rules to exceed the 1% (on an individual basis) or 5% (on an individual or aggregated basis) thresholds. The Company will publish a separate announcement if and when the relevant percentage ratio is exceeded.

Fangchenggang Coal-fired project

In the 2019 Announcement, we provided an annual cap for the relevant contracts (items 4.1-4.4 in Table A of the 2019 Announcement) as well as the relevant power exchange sales (item 2 in Table B of the 2019 Announcement) under the Fangchenggang Coal-fired project for 2019. Since 1 February 2019, as a result of the amendments to the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, CLP Guangxi Fangchenggang Power Company Limited ("CLP-FCG") is no longer treated as a subsidiary of the CLP Group for Listing Rules purposes, therefore, from then on, transactions between CLP-FCG and the CSG Group are no longer CCTs. The historical transaction values of CCTs entered into between CLP-FCG and the CSG Group for the one month ended 31 January in 2019 amounted to HK$379.45 million.

3. REASONS FOR ENTERING INTO THE TRANSACTIONS

Energy Economy Interchange Agreement: This agreement enables CLP Power and CSG-GPG to maintain an uninterrupted supply of electricity to their respective customers in case any party is affected by an emergency incident resulting in an interruption in normal electricity supply to its customers. Under this agreement, neither CLP Power nor CSG-GPG is obliged to deliver any electricity to the other requesting party; however, the underlying principle of this agreement is the mutual support (while being on an arm's length basis) for maintaining the operation and security of each other's power supply system.

Power Purchase Agreements: The CLP Group has been involved in the power industry in Mainland China since 1985 and is one of the largest external independent power producers in Mainland China's power sector. These activities are carried out through numerous power project companies of the CLP Group.

The PPAs, usually associated with GCCs, and other ancillary agreements are entered into individually by each power project company and are one of the means by which the relevant power project

Page 16 of 21

company can connect and supply to the local grid and obtain a source of revenue, in principle, based on a state pre-determined tariff (which may be subject to adjustment in accordance with the trading rules in some provinces).

Power Exchange Sales: Under the ongoing power sector reform in Mainland China, CLP Group's power project companies in Yunnan have sold electricity outside of the PPAs and obtained a source of revenue through market sales arrangements, for instance, direct sales and transactions conducted through bidding process on Kunming PEC.

The Directors (including the Independent Non-executive Directors) consider that all of the terms of the Transactions are fair and reasonable, the Transactions are on normal commercial terms or better and in the ordinary and usual course of business of the CLP Group, and are in the interests of the Company and its Shareholders as a whole.

4. LISTING RULES IMPLICATIONS

Connected person at the subsidiary level

CSG Group is a connected person of the Company (at the subsidiary level) by virtue of CSG HK, a wholly-owned subsidiary of CSG, being a substantial shareholder of CAPCO, a subsidiary of the Company. Accordingly, the Transactions with members of the CSG Group constitute CCTs for the Company under Chapter 14A of the Listing Rules.

Annual Aggregate Cap

The Annual Aggregate Cap of HK$1,600 million is used for monitoring the annual cap for Listing Rules purposes and this has exceeded the 1% threshold under the Listing Rules. This was triggered with the renewals of those CCTs announced in the 2019 Announcement which have fallen to be renewed recently, particularly the PPAs for Xicun solar, Xundian wind and Sandu wind projects, when aggregated with other CCTs for power sales entered into or renewed with the CSG Group during 2019. As the Transactions are CCTs with a connected person at the subsidiary level, they are only subject to the announcement requirements set out in Rules 14A.35 and 14A.68 and the annual review requirements set out in Rules 14A.55 to 14A.59 but are exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Particulars of the Transactions will also be included in the annual report of the Company (Rules 14A.49 and 14A.71).

Waivers from the Stock Exchange

As disclosed in our previous announcements concerning CCTs with the CSG Group, the Company had obtained from the Stock Exchange a waiver from strict compliance with the requirement to have written agreements under Rule 14A.34 of the Listing Rules in respect of those PPAs renewed by continued performance by both parties of their respective obligations under the PPA on substantially the same terms. The Company had obtained further confirmation from the Stock Exchange that the electronic contracts maintained on Kunming PEC satisfy the written agreement requirement of a CCT under the Listing Rules.

Page 17 of 21

5. INFORMATION ABOUT THE PARTIES

CLP Holdings is the holding company of the CLP Group. The CLP Group owns and operates a vertically integrated electricity generation, transmission and distribution, and retail business in Hong Kong (through CLP Power), and invests in the power sector in Mainland China, India, Southeast Asia, Taiwan and Australia.

CLP Power is a direct wholly-owned subsidiary of CLP Holdings and is the largest electricity utility in Hong Kong serving the business and domestic community in Kowloon, the New Territories, Lantau and most of the outlying islands. CLP Power supplies electricity to more than 2.6 million customer accounts in its supply area.

The other Transaction parties within the CLP Group set out in Table A of this announcement are principally engaged in the business of generating and supplying electricity in the PRC.

CSG is a company established in the PRC with limited liability and is a state-owned enterprise principally engaged in the investment, construction and operation of power networks in Guangdong, Guangxi, Yunnan, Guizhou and Hainan in the PRC.

CSG HK is a company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of CSG.

Kunming PEC is principally engaged in the business of providing, operating and managing the platform to facilitate electricity trading under the market sales regime in Yunnan, the PRC.

The Transaction parties within the CSG Group set out in Table A of this announcement are principally engaged in the business of managing and operating power grids, transmission and distribution of electricity, and supply of electricity in the PRC.

6. DEFINITIONS

Unless the context otherwise requires, terms used in this announcement shall have the following meanings:

"2019 Announcement"

the Company's announcement dated 31 January 2019

"Annual Aggregate Cap"

the total of all the annual caps for all the "Transactions",

including provision for "Power Exchange Sales" for

relevant projects and "Prospective Projects" for 2020 as

shown in Table B of this announcement

"CAPCO"

Castle Peak Power Company Limited, a company

incorporated in Hong Kong with limited liability which is

owned as to 70% and 30% by CLP Power and CSG HK,

respectively, and is a subsidiary of CLP Holdings

Page 18 of 21

"CLP Group"

CLP Holdings and its subsidiaries

"CLP Holdings" or "Company"

CLP Holdings Limited, a company incorporated in Hong

Kong with limited liability and whose shares are listed on

the Main Board of the "Stock Exchange" (Stock Code:

00002)

"CLP Power"

CLP Power Hong Kong Limited, a company incorporated in

Hong Kong with limited liability which is a direct wholly-

owned subsidiary of CLP Holdings

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"CSG"

China Southern Power Grid Co., Ltd., a company

established in the PRC with limited liability which is a

state-owned enterprise

"CSG-GPG"

Guangdong Power Grid Co., Ltd., a company established in

the PRC with limited liability which is a subsidiary of CSG

"CSG Group"

CSG and its subsidiaries

"CSG HK"

China Southern Power Grid International (HK) Co.,

Limited, a company incorporated in Hong Kong with

limited liability which is a wholly-owned subsidiary of CSG

"CSG Yunnan"

Yunnan Power Grid Company Limited, a company

established in the PRC with limited liability which is a

subsidiary of CSG

"Directors"

the directors of the Company

"Energy Economy Interchange

the supplemental agreement to the energy economy

Agreement"

interchange agreement entered into between CLP Power

and CSG-GPG, details of which are set out in the

transaction under item 1.1 in Table A of this

announcement

"GCC"

Grid Connection Contract

"GWh"

Gigawatt hours

"HK$"

Hong Kong Dollars, the lawful currency of Hong Kong

Page 19 of 21

"Huaiji Hydro Project Transactions"

each of the CCTs relating to the Huaiji hydro project, which

are transactions under items 2.1 to 2.8 inclusive in Table A

of this announcement

"Kunming PEC"

Kunming Power Exchange Center Limited, a company

established in the PRC with limited liability which is 50%

owned by "CSG Yunnan"

"kV"

Kilovolt

"kWh"

Kilowatt hours

"Listing Rules" or "Rule(s)"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Meizhou Solar Project

each of the CCTs relating to the Meizhou solar project,

Transactions"

which are transactions under items 3.1 and 3.2 inclusive

in Table A of this announcement

"Power Exchange Sales"

Transactions relating to the Yang_er hydro project, the

Xicun solar project and the Xundian wind project, which

are transacted and/or recorded on Kunming PEC and are

made subject to its settlement rules whereby CSG Yunnan

assumes settlement risk for these transactions; these

transactions are relating to (i) the electricity sold under

one form of the market sales regime, typically under an

automated anonymous bidding and acceptance system on

the electronic platform through Kunming PEC, (ii) directly

negotiated sales, with or without a CSG Group company

as the purchaser, and (iii) initiatives for interprovincial

electricity sales introduced by the PRC Government for

the transfer of electricity between provinces

"PPA"

Power Purchase Agreement

"PRC"

the People's Republic of China

"Prospective Projects"

new projects in the PRC for which the PPAs and related

agreements may become CCTs during 2020 as described

in section 2 of this announcement

"RMB"

Renminbi, the lawful currency of the PRC

Page 20 of 21

"Sandu Wind Project Transactions"

each of the CCTs relating to the Sandu wind project, which

are transactions under items 7.1 to 7.3 inclusive in Table A

of this announcement

"Shareholders"

holders of shares of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"subsidiary(ies)"

has the meaning ascribed to it under the Listing Rules

"substantial shareholder(s)"

has the meaning ascribed to it under the Listing Rules

"Transactions"

each of the CCTs as set out in Table A of this

announcement relating to the Energy Economy

Interchange Agreement, the Huaiji Hydro Project

Transactions, the Meizhou Solar Project Transactions, the

Yang_er Hydro Project Transactions, the Xicun Solar

Project Transactions, the Xundian Wind Project

Transactions and the Sandu Wind Project Transactions

entered into or automatically renewed between members

of the CSG Group and members of the CLP Group on

various dates, and (where the context requires) includes

Prospective Projects

"VAT"

value added tax

"Xicun Solar Project Transactions"

each of the CCTs relating to the Xicun solar project, which

are transactions under items 5.1 to 5.5 inclusive in Table A

of this announcement

"Xundian Wind Project

each of the CCTs relating to the Xundian wind project,

Transactions"

which are transactions under items 6.1 to 6.4 inclusive in

Table A of this announcement

"Yang_er Hydro Project

each of the CCTs relating to the Yang_er hydro project,

Transactions"

which are transactions under items 4.1 to 4.4 inclusive in

Table A of this announcement

"%"

per cent

By Order of the Board

David Simmonds

Hong Kong, 2 January 2020

Company Secretary

Page 21 of 21

中 電 控 股 有 限 公 司

CLP Holdings Limited

(incorporated in Hong Kong with limited liability)

(Stock Code: 00002)

The Directors of CLP Holdings as at the date of this announcement are:

Non-executive Directors:

The Hon Sir Michael Kadoorie, Mr William Mocatta,

Mr J. A. H. Leigh, Mr Andrew Brandler and

Mr Philip Kadoorie

Independent Non-executive Directors:

Mr V. F. Moore, Sir Rod Eddington, Mr Nicholas C. Allen,

Mr Vincent Cheng, Mrs Fanny Law, Mrs Zia Mody and

Ms May Siew Boi Tan

Executive Directors:

Mr Richard Lancaster and Mr Geert Peeters

Disclaimer

CLP Holdings Limited published this content on 02 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 January 2020 23:16:00 UTC

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