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Barclays 27 | LSE:BQ36 | London | Medium Term Loan |
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RNS Number:0734Y Zhejiang Southeast Elec Power Co Ld 28 April 2004 Zhejiang Southeast Electric Power Company Limited Announcement on Asset Sale and Connected Transaction Important reminder: 1. Contents of the transaction: After examination and approval at the eighth meeting of the third board of directors (by way of communication) of Zhejiang Southeast Electric Power Company Limited ("the Company"), it was agreed to transfer all the 5,900,000 shares of Zhejiang Fuxing Electric Power Fuel Limited Liability Company ("Fuxing") held by the Company ("the Shareholding") to Zhejiang Xingyuan Investment Limited ("Xingyuan") and both parties have signed the relevant Shareholding Transfer Agreement. 2. Abstaining of the connected persons: The Company and Xingyuan are controlled by the same parent company. According to the stipulations of the Share Listing Rules of the Shanghai Stock Exchange, this transaction constitutes a connected transaction of the Company and the connected directors have abstained from voting on such matter at the board meeting. 3. As the amount related to the shareholding transfer is below 5% of the net assets of the Company or RMB30,000,000, it will not have a significant impact on the continued operability, gains and losses and asset conditions of the Company. I. Summary of the Transaction In 2000, the Company contributed RMB5,900,000 to invest in 5,900,000 shares of Fuxing, representing 3.93% of its total share capital. As at the end of 2003, the book investment cost of the Company was RMB5,900,000. After examination and approval at the eighth meeting of the third board of directors of the Company (by way of communication), it was agreed to transfer the entire Shareholding to Xingyuan and both parties have signed the relevant Shareholding Transfer Agreement. The Company and Xingyuan are controlled by the same parent company. According to the stipulations of the Share Listing Rules of the Shanghai Stock Exchange, this transaction constitutes a connected transaction of the Company. The connected directors have abstained from voting on such matter at the board meeting, and the non-connected directors unanimously agreed to this connected transaction and the independent directors have expressed their independent opinions. According to the stipulations of the Company Law, "When shareholders transfer their capital contribution to persons other than the shareholders, it must obtain the consents of more than half of all the shareholders; under the same conditions, other shareholders shall have the pre-emptive purchase right in relation to such capital contribution." Accordingly, such shareholding transfer has yet to obtain the consents at the shareholders' meeting of Fuxing. II. Introduction of the Transferee 1. Basic conditions of the Transferee Xingyuan was established in August 2003 with a registered capital of RMB50,000,000. Its business scope is industrial investment; small-scale hydroelectricity, small-scale thermal power, real estate investment; infrastructure, information technology projects, environmental protection projects; sale of power equipment sets, mechanical power equipments and metal materials; and property management. The legal representative is Fan Xiaoning. 2. Relationship with the connected parties Shareholders of Xingyuan are Zhejiang Provincial Energy Group Limited and Zhejiang Provincial Power Development Company, having 90% and 10% shareholdings in Fuxing respectively. The largest shareholder of the Company is Zhejiang Provincial Power Development Company who has a 39.80% shareholding in the Company. Zhejiang Provincial Power Development Company is a wholly-owned subsidiary of Zhejiang Provincial Energy Group Limited, and Zhejiang Provincial Energy Group Limited is the actual controller of the Company. As the Company and Xingyuan are controlled by the same parent company, this transaction constitutes a connected transaction of the Company according to the stipulations of the Share Listing Rules of the Shanghai Stock Exchange. Zhejiang Provincial Energy Group Limited is a provincial-level energy category state-owned assets operation entity established by Zhejiang Provincial Government in March 2001 with a registered capital of RMB3.5 billion. Its business scope is operation of the state-owned assets and state-owned shareholdings of group companies and their subordinate enterprises authorised by the State; industrial investment and development; technology advisory services. The legal representative is Sun Yongsen. As at the end of 2003, the total assets of Zhejiang Provincial Energy Group Limited amounted to RMB36.17 billion and net assets amounted to RMB16.7 billion. 3. Basic conditions of the subject of the Transaction Fuxing was established in December 2000 with a registered capital of RMB150,000,000. It is mainly engaged in the technical development and technical services of electric power fuel and the sale of coal. Its legal representative is Zhang Jin. Upon auditing by Zhejiang Wanbang Accounting Firm, as at the end of 2003, the total assets of Fuxing amounted to RMB1.265 billion and net assets amounted to RMB0.412 billion. 4. Main contents and pricing of the transaction contract Pursuant to the Shareholding Transfer Agreement entered into between the Company and Xingyuan, the transfer price of the Shareholding is RMB17,782,586.42, which comprises of the following two parts: (1) Base price Upon asset valuation by Zhejiang Wanbang Asset Valuation Ltd using 30th April 2003 as the base date (Zhe Wan Ping Bao (2003) No.072), as at 30th April 2003, the book balance of the net assets of Fuxing was RMB325,309,402.27 and the valuation was RMB398,027,250.80 and the valuation increased by RMB70,505,826.98 or 21.53%. Using the above valuation as the basis, the base price of the shareholding transfer was confirmed to be RMB15,642,470.96. (2) New shareholders' interest From the valuation base date of 30th April 2003 to 31st December 2003, new shareholders' interest of the Shareholding amounted to RMB2,140,115.46. The above transfer price totalled RMB17,782,586.42. Xingyuan shall pay the entire transfer price in one lump sum to the Company within seven working days after the agreement becomes effective. 5. Purpose and impact of the shareholding transfer The purpose of this shareholding transfer is to strengthen the strategic integration of the external investment projects of the Company and reduce direct connected transactions of the Company. As the amount of the shareholding transfer is below 5% of the net assets of the Company or RMB30,000,000, it does not have a significant impact on the continued operability, gains and losses and asset conditions of the Company. 6. Opinion of the independent directors 1. The price of the shareholding transfer is fair and reasonable without damaging the interest of the shareholders. 2. The shareholding transfer involves a connected transaction and the connected directors have abstained from voting when examining such proposal. The voting procedures and results of the proposal are lawful and valid. 3. The shareholding transfer is instrumental in integrating the external investment projects of the Company and reducing direct connected transactions. Board of Directors Zhejiang Southeast Electric Power Company Limited 28th April 2003 This information is provided by RNS The company news service from the London Stock Exchange END DISGXGDSGUDGGSI
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