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.

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 836) CONNECTED TRANSACTION ESTABLISHMENT OF A JOINT VENTURE IN FUJIAN ESTABLISHMENT OF A JOINT VENTURE

On 16 November 2016, CRP Investment, a direct wholly-owned subsidiary of the Company, and CR Gas Investment, an indirect wholly-owned subsidiary of CR Gas, entered into the Joint Venture Agreement, pursuant to which the Parties will establish the Joint Venture in Fujian Province of the PRC. Upon the establishment of the Joint Venture, the Joint Venture will be owned by CRP Investment and CR Gas Investment as to 51% and 49%, respectively.

The Joint Venture will principally engage in the sale and distribution of electricity and design and implementation of electrical engineering projects; research and development, technical consulting, technology transfer and technical services for new energy technology; energy management contract, energy-saving consulting and electricity usage consulting services; production, sales and research of environmental friendly electrical products; and electricity business agency service and other electricity-related business approved by the government.

IMPLICATIONS OF THE LISTING RULES

As at the date of this announcement, CRH, which is interested in 62.98% of the total issued share capital of the Company and is the controlling shareholder of the Company, is also the controlling shareholder of CR Gas by virtue of being interested in approximately 63.95% of the issued share capital of CR Gas. Accordingly, CR Gas and its wholly-owned subsidiary, CR Gas Investment, are associates of CRH and therefore connected persons of the Company.

As certain of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect of the establishment of the Joint Venture exceed 0.1% but are all less than 5%, the establishment of the Joint Venture constitutes a connected transaction of the Company and is subject to the reporting and announcement requirements but exempted from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

On 16 November 2016, CRP Investment, a direct wholly-owned subsidiary of the Company, and CR Gas Investment, an indirect wholly-owned subsidiary of CR Gas, entered into the Joint Venture Agreement, pursuant to which the Parties will establish the Joint Venture in Fujian Province of the PRC. Upon the establishment of the Joint Venture, which is subject to the approval of the relevant PRC authorities, the Joint Venture will be owned by CRP Investment and CR Gas Investment as to 51% and 49%, respectively.

The Joint Venture will principally engage in the sale and distribution of electricity and design and implementation of electrical engineering projects; research and development, technical consulting, technology transfer and technical services for new energy technology; energy management contract, energy-saving consulting and electricity usage consulting services; production, sales and research of environmental friendly electrical products; and electricity business agency service and other electricity-related business approved by the government.

ESTABLISHMENT OF JOINT VENTURE

The principal terms of the Joint Venture Agreement are set out as follows: Date: 16 November 2016

Parties: (A) CRP Investment, a direct wholly-owned subsidiary of

the Company established in the PRC; and

(B) CR Gas Investment, an indirect wholly-owned subsidiary of CR Gas established in the PRC

Total Investment and Registered capital:

The total investment amount of the Joint Venture is expected to be RMB400 million (approximately HK$464 million).

The registered capital of the Joint Venture is expected to be RMB210 million (approximately HK$243.6 million), representing 52.5% of the total investment amount.

Capital

contribution:

  1. CRP Investment will contribute RMB107.1 million (approximately HK$124.2 million) in cash, representing 51% of the registered capital of the Joint Venture; and

  2. CR Gas Investment will contribute RMB102.9 million (approximately HK$119.4 million) in cash, representing 49% of the registered capital of the Joint Venture.

The amount of capital contribution to be made by the Parties was arrived at after arm's length negotiation between the Parties having taken into account the expected capital requirements of the Joint Venture. It is contemplated that the capital contribution payable by CRP Investment will be funded by internal resources of the Group.

In the event the Joint Venture requires additional capital in excess of its registered capital to fund its development, the Joint Venture shall obtain financing from banks, and if such financing is insufficient for the Joint Venture's capital requirements, the Parties shall provide guarantees or shareholders' loan to the Joint Venture in proportion to their capital contribution up to such amount not exceeding the total investment amount of the Joint Venture multiplied by its shareholding percentage in the Joint Venture, less its capital contribution paid for the registered capital of the Joint Venture.

Board Composition and Management Structure:

The Joint Venture's board of directors will comprise of 7 directors, of which CRP Investment is entitled to appoint 4 directors and CR Gas Investment is entitled to appoint 3 directors.

CRP Investment will appoint the chairman of the board, who will also act as the legal representative of the Joint Venture, and CR Gas Investment will appoint the vice chairman of the board.

The Joint Venture shall have two supervisors, with each of CRP Investment and CR Gas Investment entitled to appoint one supervisor. The Joint Venture shall have one general manager who is to be appointed by the board of directors according to the nomination of CR Gas Investment.

Scope of

business:

It is intended that the Joint Venture will principally engage in the following businesses:

  1. sale and distribution of electricity and design and implementation of electrical engineering projects;

  2. research and development, technical consulting, technology transfer and technical services for new energy technology;

  3. energy management contract, energy-saving consulting and electricity usage consulting services;

  4. production, sales and research of environmental friendly electrical products; and

  5. electricity business agency service and other electricity-related business approved by the government.

Restrictions on equity

transfers and

encumbrances:

A Party may not transfer, pledge, charge or otherwise deal with its equity interest in the Joint Venture to a third party without the prior written consent of the other Party.

In the event that a Party proposes to transfer its equity interest in the Joint Venture, the other Party shall have a right of first refusal to such equity interest.

Distribution of profit:

Save as agreed otherwise by the Parties, profit after taxation available for distribution will be distributed to the Parties pro rata to their respective paid up capital contribution in the Joint Venture.

Upon its establishment, the Joint Venture shall be accounted for as a subsidiary of the Company.

China Resources Power Holdings Co. Ltd. published this content on 16 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 November 2016 08:48:13 UTC.

Original documenthttp://www.cr-power.com/en/InvestorRelations/AnnouncementsandCirculars/201611/P020161116601213950738.pdf

Public permalinkhttp://www.publicnow.com/view/458BEDF67635DDFC37FD39BDF04C3A3141757790