Slaughter and May is advising Huadian Power International Corporation Limited (Huadian International) on its acquisition of 51%-100% equity interests in eight thermal power plant project companies from its controlling shareholder China Huadian Corporation Limited (China Huadian) and China Huadian’s subsidiaries Fujian Huadian Furui Energy Development Co., Ltd (Huadian Furui) and CHD Power Plant Operation Co., Ltd (Operation Company) for a total share consideration of approximately 679 million A shares (equivalent to approximately RMB3.43 billion or USD472 million, assuming a final issue price of RMB5.05 per share) and cash consideration of approximately RMB4.34 billion (USD598 million) (the Transaction).
The Transaction constitutes major transactions and connected transactions of Huadian International under the Hong Kong Listing Rules and are subject to shareholders’ approval.
The firm also advised on the whitewash waiver obtained by China Huadian from the Securities and Futures Commission (SFC) from the obligation to make a mandatory general offer for Huadian International as a result of the Transaction, as its shareholding in Huadian International may, as a result of the Transaction, increase from approximately 45.2% to 48.6%.
The Transaction and the whitewash waiver were subject to, amongst other conditions, the approval of the independent shareholders of Huadian International, which approval was obtained on 27 November 2024.
The Huadian Group, including China Huadian and Huadian International, is one of the largest comprehensive energy companies in Mainland China. It is principally engaged in the construction and operation of power plants, including large-scale efficient coal or gas-fired generating units and various hydropower projects.
China Huadian is a state-owned enterprise whose ultimate beneficial owner is the State-owned Assets Supervision and Administration Commission of the State Council.
Huadian International is dual listed on the Main Board of the Stock Exchange of Hong Kong and on the Shanghai Stock Exchange.
Benita Yu, Senior Partner of Slaughter and May who led the deal, comments: “We are honoured to be advising Huadian International on this strategic transaction, having previously advised China Huadian on the privatisation of Huadian Fuxin Energy Corporation Limited. The Transaction is a landmark deal not only for the PRC power industry but also for PRC state-owned enterprises.”
Yee Yan Ng / Trainee