Slaughter and May is advising China Energy Investment Corporation Limited (China Energy) on the proposed privatisation and delisting from the Hong Kong Stock Exchange, through its wholly-owned subsidiary, of Guodian Technology & Environmental Group Corporation Limited (Guodian Technology), a company incorporated in the PRC and listed on the Hong Kong Stock Exchange. The privatisation will be implemented by way of a merger by absorption.
The privatisation proposal was announced on 24 January 2022. The amount of aggregate cancellation price required to cancel the H Shares held by H Shareholders (representing approximately 21.60% of the issued share capital of Guodian Technology) under the privatisation proposal is approximately HK$1,414.55 million (approximately USD180 million). The domestic shares directly held by China Energy and indirectly held through its subsidiary Guodian Power Development Co., Ltd. will be cancelled in exchange for registered capital of the offeror.
The privatisation will be subject to pre-conditions relating to regulatory approvals and to conditions which include shareholder approvals.
China Energy is the world’s largest producer of thermal power, wind power, coal, coal-to-liquids and coal chemical products, according to its website. It was established in 2017, following the merger of China Guodian Corporation and Shenhua Group, and was ranked 101st among the Fortune Global 500 in 2021.
Guodian Technology is primarily engaged in thermal power environmental services (including thermal power plant desulfurisation, denitrification, dust removal, water treatment) and energy conservation solutions (including plasma ignition, waste heat recovery, turbine flux modification and power information system control).
The offeror, Beijing Chunhui Qingyun Technological and Environmental Corporation Limited, is newly incorporated and wholly-owned by China Energy for the purpose of the merger. It is mainly engaged in atmospheric pollution management, water pollution management, new energy project and equipment technology development, transfer and services, industrial informatisation technology development, transfer and services, economic trading consulting and property management.