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Barclays 27 | LSE:BQ36 | London | Medium Term Loan |
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RNS Number:5881T Zhejiang Southeast Elec Power Co Ld 23 December 2003 Zhejiang Southeast Electric Power Company Limited Announcement on Resolutions of the Sixth Meeting of the Third Board of Directors (by way of communication) Zhejiang Southeast Electric Power Company Limited ("the Company") and all the members of the board of directors warrant the authenticity, accuracy and completeness of the contents of this announcement and shall be jointly liable for any false representations, misleading statements or material omissions contained herein. The Sixth Meeting of the Third Board of Directors (by way of communication) of the Company was convened on 19th December 2003 by way of communication. Fifteen directors should be present and fifteen directors were actually present at the meeting. The supervisors of the Company attended the meeting as non-voting members. The meeting complies with the stipulations of the Company Law and the Articles of Association. The following resolutions were passed unanimously at the meeting after examination and voting by the directors of the Company: With the connected directors (Sun Yongsen, Xie Guoxing, Hu Genfa and Cao Lu) abstaining from voting, the eleven non-connected directors (including five independent directors) unanimously approved the Proposal on Investing in Zheneng Lanxi Electric Power Limited Liability Company (the "Proposal") and the following resolutions were adopted: 1. Agreeing that the Company shall invest in 25% of the equity of Zheneng Lanxi Electric Power Limited Liability Company and contribute capital on the basis of 25% of the registered capital of Zheneng Lanxi Electric Power Limited Liability Company. 2. Agreeing to inject capital in different phases according to the progress of the works pursuant to the resolutions of the board of directors and shareholders' meetings of Zheneng Lanxi Electric Power Limited Liability Company. According to the requirements of the initial registered capital of Zheneng Lanxi Electric Power Limited Liability Company, the corresponding initial capital contribution of the Company shall be RMB33,000,000. 3. Agreeing to submit the Proposal to the shareholders' meeting of the Company for examination. The Chairman of the Company shall be authorised to confirm the specific issues on convening the shareholders' meeting. Please refer to the announcement on the external investment and the connected transaction of the Company for details of the situation relating to the investment in Zheneng Lanxi Electric Power Limited Liability Company. Board of Directors Zhejiang Southeast Electric Power Company Limited 23rd December 2003 Zhejiang Southeast Electric Power Company Limited Announcement on the External Investment and the Connected Transaction Zhejiang Southeast Electric Power Company Limited ("the Company") and all the members of the board of directors warrant the authenticity, accuracy and completeness of the contents of this announcement and shall be jointly liable for any false representations, misleading statements or material omissions contained herein. Important Reminder: 1. Particulars of the external investment and the connected transaction: The Company proposes to jointly establish Zheneng Lanxi Electric Power Limited Liability Company with Zhejiang Provincial Energy Group Limited ("Energy Group") and Lanxi Municipal Electric Power Development and Investment Company Limited by way of capital contribution. The Company proposes to invest in 25% of its equity. 2. Connected persons abstaining from voting: As Zhejiang Provincial Electric Power Development Company, the largest shareholder of the Company, is a wholly-owned subsidiary of Energy Group, the joint investment of Energy Group and the Company constitutes a connected transaction, and the connected directors abstained from voting when the connected transaction was being examined by the board of directors. 3. Impact on the listed company: Such investment is instrumental in increasing the installed capacity of the Company and optimising the structure of power assets, which is beneficial to the continued and long-term development of the Company. I. Summary of the external investment and connected transaction In order to promote the continued and long-term development of the Company, the Company proposes to establish Zheneng Lanxi Electric Power Limited Liability Company with Energy Group and Lanxi Municipal Electric Power Development and Investment Company Limited by way of cash in order to invest in the construction and operation of Zheneng Lanxi Power Plant. Upon approval by voting at the sixth meeting of the third board of directors' meeting of the Company (by way of communication), the Company proposes to invest in 25% of the equity of Zheneng Lanxi Electric Power Limited Liability Company. Except the Company, Energy Group and Lanxi Municipal Electric Power Development and Investment Company Limited shall invest in 67% and 8% of the equity respectively. As Zhejiang Provincial Electric Power Development Company, the largest shareholder of the Company, is a wholly-owned subsidiary of Energy Group, according to the stipulations of the Stock Listing Rules of the Shanghai Stock Exchange, the joint investment in the establishment of Zheneng Lanxi Electric Power Limited Liability Company by Energy Group and the Company constitutes a connected transaction for the Company. The connected directors have abstained from voting when the connected transaction was being examined by the board of directors of the Company. The independent directors of the Company have expressed their independent opinions and unanimously agreed to this connected transaction. The transaction has yet to be approved at the shareholders' meeting and the connected parties having interest relationships with the connected transaction will waive their voting rights on such proposal at the shareholders' meeting. Matters relating to the convening of the shareholders' meeting will be notified separately. II. Introduction to the investing party 1. Introduction to the connected investing party The connected investing party involved in this connected transaction is Energy Group. Zhejiang Provincial Electric Power Development Company, the largest shareholder of the Company, is a wholly-owned subsidiary of Energy Group, and Energy Group is an indirect controlling shareholder of the Company. Energy Group is a provincial-level energy-sector State-owned assets operating organ which was incorporated on 21st March 2001 and established on the basis of the assets of Zhejiang Provincial Electric Power Development Company and Zhejiang Provincial Coal Group Company according to the Notice of Zhejiang Provincial People's Government relating to the Establishment of Zhejiang Provincial Energy Group Limited issued by Zhejiang Provincial People's Government (Zhe Zheng Fa (2001) No.6). Its registered capital is RMB3.5 billion and its business scope is operating the State-owned assets and State-owned equity of the group companies and their subordinate enterprises authorised by the State; investment in and development of enterprises; technical advisory services. The legal representative is Sun Yongsen. As at the end of 2002, the total assets of Energy Group amounted to RMB32.8 billion and net assets (excluding minority shareholders' interests) amounted to RMB15.4 billion; in 2002 revenues from its major operating businesses amounted to RMB10.8 billion, profit totalled RMB2.1 billion and net profit amounted to RMB800,000,000. 2. Introduction to other investing parties Lanxi Municipal Electric Power Development and Investment Company Limited is a State wholly-owned limited liability company. Its business scope is investment in power projects and its legal representative is Zheng Yuliang. III. Particulars of Zheneng Lanxi Power Plant Zheneng Lanxi Power Plant is situated in Lanxi, Jinhua, Zhejiang and it is proposed to construct 4 x 600MW coal-fired generating units. Pursuant to the Report on the Design Phase of the Feasibility Study on the Works of Zhejiang Zheneng Lanxi Power Plant prepared by Zhejiang Provincial Electric Power Design Institute, the estimated total static investment of the works is RMB9.996 billion and the total dynamic investment is RMB11.025 billion (the above investments include desulphurisation). The scheduled progress of the works is: preparatory period of construction - 12 months; the period from the commencement of works at the main plant to the commencement of operation of No.1 generating unit - 37 months; intervals between the commencement of operation of generating units - 7 months, and it strives to achieve the target of commencement of operation of No.1 generating unit by October 2007. In order to construct and operate Zheneng Lanxi Power Plant upon completion, the investing parties propose to establish Zheneng Lanxi Electric Power Limited Liability Company by way of cash injection. Its registered capital accounts for 20% of the total dynamic investment of the project which amounts to approximately RMB2.2 billion. The investing parties are required to inject capital by way of cash according to their respective investment proportions. Construction funds other than capital shall be resolved by way of bank loans. IV. Main contents of the investment of the Company Upon approval by voting at the sixth meeting of the third board of directors of the Company (by way of communication), the Company proposes to invest in 25% of the equity of Zheneng Lanxi Electric Power Limited Liability Company. Calculating on the basis of the registered capital of Zheneng Lanxi Electric Power Limited Liability Company and the proportion of the equity invested by the Company, the capital proposed to be injected by the Company shall be approximately RMB550,000,000. The final registered capital of Zheneng Lanxi Electric Power Limited Liability Company and the corresponding capital contribution amount of the Company shall be subject to the approval of the relevant authorities. As the registered capital of Zheneng Lanxi Electric Power Limited Liability Company shall be contributed in different phases, of which the initial registered capital shall be RMB132,000,000 and the corresponding initial capital contribution of the Company shall be RMB33,000,000. Thereafter, the company shall inject capital in different phases according to the progress of the project pursuant to the resolutions of the board of directors and shareholders' meetings of Zheneng Lanxi Electric Power Limited Liability Company. V. Favourable factors of investing in Zheneng Lanxi Electric Power Limited Liability Company The Company's investment in Zheneng Lanxi Electric Power Limited Liability Company is beneficial to the continued and long-term development of the Company. 1. The main business of the Company is power generation and the expansion of the installed capacity is the major means for the Company to increase income. Currently, the economy of Zhejiang Province is growing rapidly and power supply is in great demand. The Company will seize the favourable opportunity and actively participate in the construction of new power projects in order to lay a foundation and provide momentum for future development. 2. The single unit capacity of Zheneng Lanxi Power Plant is 600MW supercritical generating units with high thermal efficiency and low unit coal consumption and sound competitiveness in the power market. As regards the existing generating units of the Company, single unit capacities are mainly 300MW and 125MW. The investment in Zheneng Lanxi Power Plant may optimise the structure of the power generating assets of the Company and further enhance the market competitiveness of the generating units of the Company. 3. Zheneng Lanxi Power Plant is situated in the central and western regions of Zhejiang, which are dominated by hydroelectricity and lack the support of large and medium-sized thermal power plants and that the local power supply capacity is relatively small and the operational stability is relatively inadequate. The construction of Zheneng Lanxi Power Plant is instrumental in improving the structure of local power sources and enhancing the operation quality of power grids and voltages thus leading to a more optimistic market prospect. VI. Opinion of independent directors The independent directors of the Company are of the view that the investment in Zheneng Lanxi Electric Power Limited Liability Company can expand the installed capacity of the Company and increase income thus providing momentum for the development of the Company, and, moreover, optimise the structure of the power generating assets of the Company and enhance the market competitiveness of the generating units of the Company as a result of its single unit capacity being 600MW supercritical generating units with high thermal efficiency and low unit coal consumption. The independent directors are also of the view that the capital contribution by the Company and Zhejiang Provincial Energy Group Limited by way of cash in the investment of Zheneng Lanxi Electric Power Limited Liability Company is in the long-term interests of the Company and the shareholders as a whole. The connected transaction adheres to the principle of openness, fairness and justness and there are no circumstances which may damage the interests of the medium and minority shareholders. When examining this connected transaction, the connected directors have abstained from voting. The voting procedures comply with the stipulations of the relevant laws and regulations of the State and the articles of association. Owing to the above factors, the independent directors of the Company agree to this proposal. VII. List of documents for inspection 1. board resolutions duly signed by the directors; 2. independent directors' opinion signed and confirmed by independent directors; 3. report on the design phase of the feasibility study on the works of Zhejiang Zheneng Lanxi Power Plant. Board of Directors Zhejiang Southeast Electric Power Company Limited 23rd December 2003 This information is provided by RNS The company news service from the London Stock Exchange END MSCEAPADALNDFEE
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