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. R14.58(1) Note 5 to R13.52 (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 836) FURTHER ANNOUNCEMENT TRANSFER OF 5% EQUITY INTEREST IN SHANXI ASIAN AMERICAN-DANING ENERGY CO., LTD. AND CONNECTED TRANSACTION As disclosed in the announcement made by the Company dated 6 March 2013, AACI(HK), a wholly-owned subsidiary of the Company, has entered into the Equity Interest Transfer Agreement with Shanxi Lanhua on 5 March 2013 in relation to the transfer of 5% equity interest in the TargetCo. As the TargetCo will be accounted for as a subsidiary of the Group as a result of the Acting in Concert Undertaking, the Company wishes to provide Shareholders with further information in relation to the Transfer as set out in this Announcement. Reference is made to the announcement made by the Company dated 6 March 2013 (the Announcement ) in relation to the transfer of 5% equity interest in Shanxi Asian American-Daning Energy Co., Ltd. Capitalized terms used herein shall have the same meanings as defined in the Announcement. As disclosed in the Announcement, AACI(HK), a wholly-owned subsidiary of the Company, has entered into the Equity Interest Transfer Agreement with Shanxi Lanhua on 5 March 2013 in relation to the transfer of 5% equity interest in the TargetCo. 1
Details of the Equity Interest Transfer Agreement are set out below: THE EQUITY INTEREST TRANSFER AGREEMENT R14.60(1) Parties 1. AACI(HK) (as vendor); 2. Purchaser; and 3. TargetCo Date R14.58(3) 5 March 2013 Subject Matter R14.60(1) R14.60(2) The Equity Interest Transfer Agreement sets out the terms and conditions upon which the Purchaser has conditionally agreed to purchase from AACI(HK), and AACI(HK) has conditionally agreed to sell to the Purchaser, 5% of the equity interest in the TargetCo owned by AACI(HK). Consideration and Payments R14.58(4) The total consideration of the Transfer payable by the Purchaser to AACI(HK) is USD59,732,142.86, equivalent to RMB384,525,669.64 (the Total Consideration ), adopting the exchange rate of USD1.00 to RMB6.4375 as agreed between the parties. The parties confirmed that AACI(HK) is entitled to retained earnings in respect of the 5% equity interest of the TargetCo as of 31 March 2011 in the amount of RMB109,730,267.70 (the Retained Earnings ). The parties agreed that in calculating the Consideration of the Transfer, the Total Consideration should be deducted by the Retained Earnings. As a result, the Consideration of the Transfer is RMB274,795,401.95. The Consideration shall be paid to AACI (HK) by the Purchaser pursuant to the terms of the Equity Interest Transfer Agreement by way of the following two installments: (a) the amount equal to eighty-five percent (85%) of the Consideration shall be paid on or prior to the fifth business day from the date of execution of the Equity Interest Transfer Agreement; and (b) the amount equal to the remaining fifteen percent (15%) of the Consideration shall be paid on or prior to the fifth business day from the date of Completion. 2
The Consideration was arrived at after arms length negotiations between the parties having regard to the amount of consideration of approximately US$669 million paid by China Resources Coal Holdings Company Limited ( CR Coal Holdings ), a wholly-owned subsidiary of the Company, for acquiring 56% equity interest in the TargetCo from Banpu Public Company Limited, a public limited company incorporated in Thailand and an Independent Third Party in 2011. Upon Completion, the Group expects to recognize an unaudited loss of approximately HKD38 million, being a loss attributable to the difference in book value of the 5% equity interest in the TargetCo and the Consideration. The amount of the actual gain or loss as a result of the Transfer will be determined as at the date of Completion and subject to audit. The Company intends to apply the sale proceeds for general corporate and working capital purposes. R14.58(5) Conditions Precedent Completion of the Transfer is conditional upon, among other things, the satisfaction of certain conditions precedent. Such conditions precedent include entering into an undertaking of acting in concert ( Acting in Concert Undertaking ) by the Purchaser, pursuant to which, AACI (HK) and its associates are entitled to the control of the TargetCo, amongst other things, in its financial budget, distribution of profits and any material financial decisions. The term of the Acting in Concert Undertaking shall be the same as the term of operation of the TargetCo. Completion Upon Completion, the shareholding structure in the TargetCo will be as follows: Name of Shareholder Shareholding AACI(HK) 51% Shanxi Lanhua 41% Jincheng Branch Company of Shanxi Coal Transportation and Distribution Corporation* ( ), an Independent Third Party 8% Total 100% Prior to the date of the Acting in Concert Undertaking, the TargetCo was accounted for as an associate company of the Group. Upon signing of the Acting in Concert Undertaking on 5 March 2013, the TargetCo will be accounted for as a subsidiary of the Group as a result of such undertaking. Under the Listing Rules, the TargetCo was a subsidiary of the Group before the Transfer, and will remain so after the Transfer. 3
BENEFITS OF AND REASONS FOR THE TRANSFER R14.58(8) On 30 July 2011, AACI(HK) and Shanxi Lanhua signed a letter of intent, whereby AACI(HK) agreed, subject to the execution of a final agreement, to transfer 5% equity interest in the TargetCo to Shanxi Lanhua for a total consideration of US$59,732,143. Following the signing of such letter of intent, the parties had conducted a series of negotiations in good faith in relation to the terms of the final agreement, and eventually reached an agreement by way of the Equity Interest Transfer Agreement. The Company considered that the Transfer would be conducive to a better cooperation between the shareholders of the TargetCo and enhance the TargetCo s operation of its coal mine, which in turn would create greater value for the Shareholders. In view of the above, the Directors, including all independent non-executive Directors, believe that the terms of the transaction are fair and reasonable and in the interests of the Shareholders as a whole. R14A.56(1) The terms of the Equity Interest Transfer Agreement have been arrived at after arm s length negotiations between the parties. FURTHER INFORMATION ABOUT THE PARTIES R14.58(2) The Company is principally engaged in the investment, development, operation and management of power plants and coal mines in the PRC. Shanxi Lanhua is a joint stock company listed on Shanghai Stock Exchange and is principally engaged in the production and distribution of coal products and chemical fertilizers. The TargetCo is a sino-foreign cooperative joint venture with limited liability established in the PRC. It operates the Shanxi Asian American-Daning Coal Mine, a coal mine located at Yangcheng County, Jincheng City, Shanxi Province, the PRC. On 11 March 2011, CR Coal Holdings entered into an acquisition agreement whereby it acquired 56% equity interest in the TargetCo for a total consideration of US$669 million. Details of such acquisition have been disclosed in an announcement of the Company dated 11 March 2011. As a result of such acquisition, prior to Completion, the TargetCo was owned as to 56% by AACI(HK), 36% by Shanxi Lanhua and 8% by Jincheng Branch Company of Shanxi Coal Transportation and Distribution Corporation* ( ), an Independent Third Party. As of 31 December 2012, the unaudited net asset value of the TargetCo was RMB4,902 million. R14.60(2) R14.58(6) 4
The profit of the TargetCo for each of the two financial years immediately preceding the Transfer was as follows: R14.58(7) Year ended 31 December 2011 2012 (RMB million) (RMB million) (audited) (unaudited) Profit before tax, extraordinary items and minority interests 150 2,047 Profit after tax, extraordinary items and minority interests 168 1,503 LISTING RULES IMPLICATIONS Before the Transfer, the Company indirectly owned more than 50% of the equity interest in the TargetCo, which was accordingly a subsidiary of the Company under the Listing Rules. The Purchaser, being a substantial shareholder of the TargetCo, was a connected person of the Company for the purposes of Chapter 14A of the Listing Rules. As such, the Transfer contemplated under the Equity Interest Transfer Agreement constituted a connected transaction of the Company under Chapter 14A of the Listing Rules. R14A.56(2) As the TargetCo will be accounted for as a subsidiary of the Group as a result of the Acting in Concert Undertaking, the Company wishes to provide Shareholders with further information in relation to the Transfer as set out in this Announcement. None of the Directors has interests in the Transfer nor is required to abstain from voting on the relevant board resolutions. R14A.56(9) CLARIFICATION The Company wishes to clarify that all references in the Announcement to AACI(BVI) (other than in the definitions section of the Announcement) should be to AACI(HK) instead. The Company apologizes for any inconvenience that may have been caused by this inadvertent typographical error. 5
DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: AACI(HK) associate(s) Board Company AACI SAADEC (HK) Holdings Limited, a company incorporated in Hong Kong; has the meaning ascribed to it under the Listing Rules; the board of Directors; China Resources Power Holdings Company Limited ( ), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 836); Completion completion of the Transfer pursuant to the Equity Interest Transfer Agreement; Consideration the net consideration payable pursuant to the Equity Interest Transfer Agreement, particulars of which are set out under section Consideration and Payments in this announcement; CR Coal Holdings China Resources Coal Holdings Company Limited ( ), a company incorporated in Hong Kong with limited liability which is a wholly-owned subsidiary of the Company; Director(s) Equity Interest Transfer Agreement Group HKD Hong Kong Independent Third Party the director(s) of the Company; the equity interest transfer agreement dated 5 March 2013 entered into among AACI(HK), the Purchaser, and the TargetCo in relation to the Transfer; the Company and its subsidiaries; Hong Kong Dollars, the official and lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the PRC; a party which is independent of the Group and the connected persons (within the meaning of the Listing Rules) of the Group; 6
Listing Rules PRC Purchaser or Shanxi Lanhua RMB Shareholder(s) Stock Exchange substantial shareholder TargetCo Transfer USD % per cent. The Rules Governing the Listing of Securities on the Stock Exchange; the People s Republic of China (for the purpose of this announcement, excluding Hong Kong and the Macau Special Administrative Region of the PRC and Taiwan); Shanxi Lanhua Science and Technology Company Ltd.* ( ), a joint stock company listed on Shanghai Stock Exchange; Renminbi yuan, the official and lawful currency of the PRC; the shareholder(s) of the Company; The Stock Exchange of Hong Kong Limited; has the meaning ascribed to it under the Listing Rules; Shanxi Asian American-Daning Energy Co., Ltd., which operates Shanxi Asian American-Daning Coal Mine, a coal mine located at Yangcheng County, Jincheng City, Shanxi Province, the PRC; the transfer of 5% equity interest in the TargetCo by AACI(HK) to the Purchaser pursuant to the Equity Interest Transfer Agreement; United States Dollars, the official and lawful currency of the United States of America; and Hong Kong, 26 March 2013 By order of the Board CHINA RESOURCES POWER HOLDINGS COMPANY LIMITED Zhou Junqing Chairman As at the date of this announcement, the executive directors of the Company are Ms. ZHOU Junqing, Mr. WANG Yu Jun, Mr. ZHANG Shen Wen and Ms. WANG Xiao Bin; the non-executive directors are Mr. DU Wenmin, Mr. WEI Bin, Mr. HUANG Daoguo and Mr. CHEN Ying; and the independent non-executive directors are Mr. Anthony H. ADAMS, Mr. CHEN Ji Min, Mr. MA Chiu-Cheung, Andrew, Ms. Elsie LEUNG Oi-sie and Dr. Raymond K.F. CH IEN. R2.14 * For identification only 7