Stock code: 600795 Stock abbreviation: GDPD No.: L. 2016-37
Bond code: 122151 Bond abbreviation: 12 GD 01
Bond code: 122152 Bond abbreviation: 12 GD 02
Bond code: 122166 Bond abbreviation: 12 GD 04
Bond code: 122324 Bond abbreviation: 14 GD 01
Bond code: 122493 Bond abbreviation: 14 GD 03
GD Power Development Co., Ltd.
Announcement on the Resolutions of 37th Conference of the Seventh Board of Directors
The board of directors and all directors of the Company make the pledge that there is not any misrepresentation, misleading statement or material omission in the content of this announcement and undertake joint and several liabilities on the authenticity, accuracy and completeness of the content.
Whereas, it is hereby notified that:
The notice of 37th Conference of the Seventh Board of Directors of GD Power Development Co., Ltd. (hereinafter referred to as “the Company”) was delivered to the Company’s directors and supervisors on September23, 2016 personally or by correspondence. The meeting was held on September28, 2016, the number of directors of the meeting supposed to attend shall be 11 and the number of actual attending directors was 11; the supervisors and senior executives of the Company attended the meeting, which can meet the regulations of the Company Law and Articles of Association. Chen Feihu, Chairman of the Company chaired the meeting, in which all proposals were deliberated and passed by consensus and the following resolutions were made:
- Approved the Proposal on Younglight Group’s Transfer of Related Assets of Younglight Chemicals and Younglight Coal
According to the development strategy of the Company, we hereby give our consent to Guodian Younglight Energy Chemical Group Co., Ltd. (hereinafter referred to as “Younglight Group”), a subsidiary of the Company, on its transfer of related assets of Ningxia Younglight Chemicals Co., Ltd. (hereinafter referred to as “Younglight Chemicals”) and Ningxia Younglight Coal Co., Ltd. (hereinafter referred to as “Younglight Coal”).
(I) Subject matters and quantity of transfer
Younglight Group is going to transfer the following assets:
1. 155,322,687 unrestricted shares of Younglight Chemicals in total held by Younglight Group, which accounts for 51.25% of the total equity of Younglight Chemicals.
2. 100% of the equity of Younglight Coal held by Younglight Group and Younglight Group’s creditor’s rights over Younglight Coal.
(II) Basic situations of the subject matters to be transferred
1. Basic situations of Younglight Chemicals
Listed at Shenzhen Stock Exchange, stock code: 000635, in 1996, Younglight Chemicals is a subsidiary held by Younglight Group. Younglight Chemicals is mainly engaged in the business of the production of chemical products, such as PVC, PPVC, caustic soda, and etc. At present, Younglight Chemicals has a total equity of 303 million unrestricted shares. Younglight Group holds 155,322,687 shares accounting for 51.25% and the other shares are public shares.
By the end of June 2016, Younglight Chemicals has the total assets of CNY 3.139 billion of which the net assets is CNY 2.819 billion and the asset-liability ratio is 10.21%. In 2015, CNY 29.71 million is realized as the net profit. At present, it has 2,345 enrolled employees.
2. Basic situations of Younglight Coal
Established in March 2008, Younglight Coal is a subsidiary wholly held by Younglight Group. It is mainly responsible for the investment on the construction of Shabatai coal mine project located at the north ridge of Helan Mountains with the proved reserves of 72.9686 million tons containing exploitable reserves of 49.9179 million tons and its designed annual output is 900,000 tons/year. The project is approved in September 2008 and its construction is commenced in June 2009. The project is put into production in September 2014 and its production is ceased in November 2015. The total investment of the project is CNY 1.315 billion composed of the capital of CNY 360 million.
Up to the end of March 2016, Younglight Coal has the total assets of CNY 1.078 billion composed of the net assets of CNY -230 million and the asset-liability ratio is 121.32%. In 2015, the realized net profit is CNY -189 million and at present it has 484 enrolled employees.
(III) Asset transfer plan
1. Method of transfer
According to related regulations of State-owned Assets Supervision and Administration Commission and China Securities Regulatory Commission, the stock of Younglight Chemicals will be transferred by means of public recruitment of transferee at Shenzhen Stock Exchange; 100% equity of Younglight Coal and Younglight Group’s creditor’s rights over Younglight Coal are listed for public transfer at Shanghai United Assets and Equity Exchange. The above-mentioned assets are bundled for transfer, i.e. the transferee of the shares of Younglight Chemicals must accept 100% equity of Younglight Coal and Younglight Group’s creditor’s rights over Younglight Coal. Younglight Group does not accept a joint venture as the transferee.
2. Basic transfer price
(1) Basic transfer price of Younglight Chemicals
The basic transfer price is to be determined by the price approved by the state-owned assets supervisory authority according to that “the price of a state-owned shareholder’s negotiated transfer of its shares of the listed company shall be determined on the basis of the arithmetic mean value of the daily weighted average prices of 30 business days before the information announcement date of the share transfer of the listed company; the lowest price shall not be lower than 90% of the arithmetic mean value if a price deduction is in need” of “Interim Measures for the Administration of State-owned Shareholders' Transfer of Their Shares of Listed Companies.”
(2) Basic listing price of the equity and creditor’s rights over Younglight Coal
The first listing price of the 100% equity of Younglight Coal shall not be lower than the evaluated value filed. According to the evaluation report (T.X.P.B. Zi〔2016〕No. 0614) made by Beijing Tianjian Xingye Asset Evaluation Co., Ltd. on the evaluation base date of March 31, 2016, Younglight Coal has the total assets of CNY 1.077 billion composed of the net assets of CNY -230 million and the evaluated value of the net assets is CNY 39.047 million; the listing price of Younglight Group’s creditor’s rights over Younglight Coal shall not be lower than the creditor’s rights’ evaluated value filed. The final listing basic price shall be determined with the price approved by the state-owned assets supervisory administration authority.
(IV) Succession and support plan of employee labor relationship
Younglight Group is going to protect the legal rights of employees according to the “Succession and Support Plan of Employee Labor Relationship” passed at the employee representative meetings of Younglight Chemicals and Younglight Coal.
(V) Choice of intended transferee
Younglight Group is going to recruit and choose intended transferees according to the qualification and conditions approved by the state-owned assets supervisory administration authority.
(VI) Influence on the Company
After the transfer of Younglight Chemicals shares, Younglight Group does not hold the shares of Younglight Chemicals any longer and Younglight Chemicals will not be included in the financial statements of Younglight Group and the Company any longer.
Younglight Group’s transfer of related assets of Younglight Chemicals and Younglight Coal can further optimize the industrial structure of the Company and conforms to the development strategy of the Company. The board of directors of the Company consent to the above-mentioned assets transfer plan.
The board of directors of the Company agree to submit this plan to the Shareholders’ Meeting of the Company for deliberation and suggest the Shareholders’ Meeting to authorize the board on the revision of the detailed transfer plan (including the way, basic price and the qualification and conditions of a transferee of the transfer, and etc.), the submission of the same to the state-owned assets supervisory administration authority and the execution of detailed asset transfer matters after an approval is given.
- Approved the Proposal on Convening 2016 2nd Extraordinary Shareholders’ Meeting
Whereas the Proposal on Younglight Group’s Transfer of Related Assets of Younglight Chemicals and Younglight Coal shall be submitted to the shareholders’ meeting for deliberation, the board of directors of the Company decided to convene 2016 2nd Extraordinary Shareholders’ Meeting. See Announcement of GD Power Development Co., Ltd. on Convening 2016 2nd Extraordinary Shareholders’ Meeting (Announcement No.: L. 2016-38) for details.
GD Power Development Co., Ltd.
September29, 2016