China Yangtze Power Co., Ltd. (SHSE:600900) agreed to acquire Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd from Yunnan Provincial Energy Investment Group Co.,Ltd, Yangtze Three Gorges Investment Management Co., Ltd. and Sichuan Provincial Energy Investment Group Co., Ltd. for CNY 80.5 billion on November 29, 2021. Under the terms of the transaction, China Yangtze Power Co., Ltd. will pay cash, issue shares and convertible bonds. According to the approval of the Three Gorges Group, Yangtze Three Gorges Investment Management Co., Ltd will transfer its 40% equity of Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd to the Three Gorges Group for free. After the completion of the free transfer, Three Gorges Group and Three Gorges Investment will participate in this transaction with their 40% and 30% equity interests in the target company respectively. China Yangtze Power Co., Ltd. intends to raise supporting funds through non-public issuance of stocks and/or convertible corporate bonds to not more than 35 specific investors. The transaction is subject to authority competent for supervision and administration of state-owned assets, general meeting of the China Yangtze Power Co., Ltd. approval from China Securities Regulatory Commission. The transaction has been approved by the Board of Directors of China Yangtze Power Co., Ltd., Three Gorges Investment, Yunnan Energy Investment and Sichuan Energy Investment and China Three Gorges Corporation.

The company will issue a total 921,922,425 shares of value CNY 16.1 billion to the vendors and cash of CNY 64.4 billion. The types of shares to be issued in this transaction are RMB A-share ordinary shares, each with a par value of CNY 1, and the listing place is the Shanghai Stock Exchange. The consideration shares acquired by China Three Gorges Corporation through this transaction shall not be transferred within 36 months from the date of the end of the share issuance. The consideration shares obtained by Yunnan Provincial Energy Investment Group Co.,Ltd. and Sichuan Energy Investment Group Co., Ltd. through this transaction shall not be transferred within 12 months. The total amount of funds raised shall not exceed CNY 16.1 billion to raise supporting funds for the transaction and the number of shares issued shall not exceed 30% of the total share capital of the listed company before the issuance. The State-owned Assets Supervision and Administration Commission of the State Council approved in principle of the company's reorganization on July 20, 2022. On July 20, 2022, shareholders of China Yangtze Power Co. approved the acquisition through share issuance and cash payment and raising of supporting funds transaction. As on November 14, 2022, the transaction is approved by the China Securities Regulatory Commission. As on November 15, 2022, After deducting the intermediary institution fees and other related issue fees, the supporting funds will be used to pay for the cash consideration. Three Gorges Jinsha River Yunchuan Hydropower has reported total assets of CNY 232.76 billion and net assets of CNY 53.81 billion in December 31, 2021.


CITIC Securities Company Limited and Huatai United Securities Co., Ltd. acted as the financial advisors, Zhong Lun Law Firm acted as legal advisor and Moore Stephens Da Hua acted as accountant to China Yangtze Power.

China Yangtze Power Co., Ltd. (SHSE:600900) completed the acquisition of Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd from Yunnan Provincial Energy Investment Group Co.,Ltd, Yangtze Three Gorges Investment Management Co., Ltd. and Sichuan Provincial Energy Investment Group Co., Ltd. on January 10, 2023.