编辑: 阿拉蕾 2016-11-24

88 C Assets, liabilities and equity interests injected by the Company'

s Promoters Except for the businesses described in the sub-section headed Businesses retained by Datang in this section, substantially all assets, liabilities and equity interests in Datang'

s wind power business have been injected into the Company: ? all assets, liabilities and equity interests in six wind power companies Datang held through Datang Heilongjiang Power Generation Co., Ltd. (大唐黑龙江发电有限公司), a wholly owned subsidiary of Datang;

? all assets, liabilities and equity interests in three wind power companies Datang held through Datang Hebei Power Generation Co., Ltd. (大唐河北发电有限公司), a wholly owned subsidiary of Datang;

? all assets, liabilities and equity interests in a wind power company Datang held through Datang Shandong Power Generation Co., Ltd. (大唐山东发电有限公司), a wholly owned subsidiary of Datang;

? all assets, liabilities and equity interests in three wind power companies Datang held through Datang Gansu Power Generation Co., Ltd. (大唐甘肃发电有限公司), a wholly owned subsidiary of Datang;

? all assets, liabilities and equity interests in four wind power companies Datang directly held;

and ? all assets, liabilities and equity interests in four wind power companies Datang Jilin directly held. Representations and warranties Pursuant to the Reorganization Agreement, Datang and Datang Jilin have made certain representations and warranties to the Company, including: ? the asset injection is not restricted by any mortgages, pledges or any other encumbrances or restrictions, save for any mortgages and pledges which have been disclosed;

? Datang and Datang Jilin have issued notification letters to other equity owners of those wind power companies relating to the injected assets and the consents from such other equity owners have been obtained;

? there are no infringements on intellectual rights of third parties by Datang or Datang Jilin which may result in any significant financial loss on our Company;

? there are no litigation, arbitration or other proceedings against Datang or Datang Jilin relating to the assets and/or equity interests injected by Datang or Datang Jilin to the Company pursuant to the Reorganization Agreement, or there are no litigation, arbitration or other proceedings against Datang or Datang Jilin that may have material adverse effect on the assets and/or equity interests injected by Datang or Datang Jilin;

This Web Proof Information Pack is in draft form. The information contained herein is incomplete and subject to change. This Web Proof Information Pack must be read in conjunction with the section headed Warning on the cover of this Web Proof Information Pack . HISTORY, REORGANIZATION AND CORPORATE STRUCTURE C

89 C ? Datang will assist us in obtaining the outstanding title certificates of those lands and buildings with defective titles and will indemnify us against all losses, claims, charges, or expenses arising from our failure to obtain such outstanding title certificates;

and ? the Company are not responsible for any tax liabilities due to the increase in asset value arising from the asset valuation of the assets inj........

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