Capital Contribution and Connected Transaction
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Limited take no responsibility for the contents of this announcement, make no
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liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this announcement.
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 991)
ANNOUNCEMENT
CAPITAL CONTRIBUTION AND
CONNECTED TRANSACTION
Capital Contribution Agreement
The Board is pleased to announce that on 21 May 2010, the Company entered
into the Capital Contribution Agreement with Datang Coal Mining Company.
Pursuant to the Capital Contribution Agreement, Datang Coal Mining Company
will make contribution amounting to approximately RMB329.0892 million to the
capital of Ximeng Mining Company by way of cash and will jointly develop and
construct Shengli Coal Mine East Unit 2 with the Company. Upon completion of
the increase in capital contribution, the shareholding structure of Ximeng
Mining Company will be as follows: the Company will hold 60% of its equity
interest and Datang Coal Mining Company will hold 40% of its equity interest.
Ximeng Company will still remain to be the subsidiary of the Company with
controlling interest.
Connected Transaction
As at the date of this announcement, Datang Coal Mining Company is a
wholly-owned subsidiary of CDC. CDC and its subsidiaries hold a total of
approximately 35.08% of the issued share capital of the Company. Accordingly,
Datang Coal Mining Company is a connected person of the Company under the
Listing Rules and the entering into of the Capital Contribution Agreement
constitutes a connected transaction of the Company.
As one or more of the applicable percentage ratios (as defined in Rule
14.07 of the Listing Rules) of the Capital Contribution Agreement is more than
0.1% but less than 2.5%, the transaction contemplated under the Capital
Contribution Agreement is only subject to the reporting and announcement
requirements under Rules 14A.45 to 14A.47 of the Listing Rules and does not
require the approval by the independent Shareholders of the Company under
Chapter 14A of the Listing Rules.
BACKGROUND
As at the date of this announcement, Ximeng Mining Company is a wholly-
owned subsidiary of the Company and is responsible for the development,
construction and operation of Shengli Coal Mine East Unit 2 projects. As at
the date of this announcement, Phase I project has been completed and
commenced production (with production capacity of 10 million tonnes per year).
In order to further obtain capital support and enhance the utilisation of the
Company's capital, the Company entered into the Capital Contribution Agreement
with Datang Coal Mining Company on 21 May 2010. Pursuant to the Capital
Contribution Agreement, Datang Coal Mining Company will make contribution
amounting to approximately RMB329.0892 million to the capital of Ximeng Mining
Company by way of cash and will jointly develop and construct Shengli Coal
Mine East Unit 2 with the Company. Upon completion of the increase in capital
contribution, the shareholding structure of Ximeng Mining Company will be as
follows: the Company will hold 60% of its equity interest and Datang Coal
Mining Company will hold 40% of its equity interest. Ximeng Company will still
remain to be the subsidiary of the Company with controlling interest.
CAPITAL CONTRIBUTION AGREEMENT
Date
21 May 2010
Parties
(i) The Company; and
(ii) Datang Coal Mining Company.
MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT
(1) Based on the valuation result (issued by an independent third-party
valuer) on the valuation date being 31 July 2009, Datang Coal Mining
Company proposed to make contribution to the capital of Ximeng Mining
Company, amounting to approximately RMB329.0892 million, by way of
cash. The actual contribution amount will be determined after taking
into account the variation amount in the equity interest of Ximeng
Mining Company between the valuation date and the date of implementing
the capital contribution and shareholding expansion (which will be
determined by an independent third-party project auditor to be
appointed by the parties concerned). Upon completion of the increase
in capital contribution, the shareholding structure of Ximeng Mining
will be as follows: the Company will hold 60% of its equity interest
and Datang Coal Mining Company will hold 40% of its equity interest.
(2) The Capital Contribution Agreement will be effective upon its due
execution by the respective parties.
(3) Datang Mining Company shall deposit the capital contribution amount to
the special account of Ximeng Mining Company within 40 days upon the
Capital Contribution Agreement becoming effective.
INFORMATION OF XIMENG MINING COMPANY
Ximeng Mining Company is a wholly-owned subsidiary of the Company as at
the date of this announcement and was set up in Xilinhaote City, Inner
Mongolia on 23 August 2007 with registered capital amounting to RMB375,970,000.
It is responsible for the development, construction and operation of the
projects of Shengli Coal Mine East Unit 2. Shengli Coal Mine East Unit 2
mainly produces brown coal of 3,000-3,500Kal/kg and mainly fulfills the needs
of the Company's coal-to-chemical projects, coal-to-gas projects and coal
applicable to power plants. As at the date of this announcement, the Phase I
project (with capacity of 10 million tonnes per year) has basically been
completed and commenced production; while the application report of the Phase
II project (with capacity of 10 million tonnes per year) has been submitted to
the NDRC for approval.
As at 31 July 2009, upon valuation by the independent valuer, Ximeng
Mining Company's total assets (with mining rights) amounted to approximately
RMB2,562,638,100, total liabilities amounted to approximately RMB2,098,716,800
and net assets amounted to approximately RMB493,633,800.
Pursuant to the current relevant requirements on application for mining
permits, the Company has obtained the mining permits for projects of Shengli
Coal Mine East Unit 2 issued by the State Committee for Land Resources. The
Company undertakes that it will change the authorised person of mining to
Ximeng Mining Company when conditions mature. Before the change, the
authorisation of mining will be used by Ximeng Mining Company.
Upon completion of the increase in capital contribution, Ximeng Company
will still remain to be the subsidiary of the Company with controlling
interest.
INFORMATION OF THE COMPANY
The Company is principally engaged in the construction and operation of
power plants, the sale of electricity and thermal power, the repair and
maintenance of power equipment and power related technical services, with its
main service areas being in the PRC.
INFORMATION OF DATANG MINING COMPANY
Datang Mining Company is a wholly State-owned company established in
Beijing in March 2009 with registered capital of RMB1 billion. It is
principally engaged in scientific research, development, exploration, sales,
storage and processing relating to the coal production business; and is
responsible for the corporatised and professional management of coal (mining)
projects of CDC.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION
AGREEMENT
The increase in capital contribution to Ximeng Mining Company by Datang
Mining Company will enable Ximeng Mining Company to obtain further capital
support, thereby continuously moving forward the operation and development of
Shengli Coal Mine East Unit 2 project. Meanwhile, the capital utilisation rate
of the Company will be enhanced.
The Capital Contribution Agreement is entered into under normal business
terms. The Directors and independent Directors are of the view that the
relevant terms of the Capital Contribution Agreement are fair and reasonable
and are in the interest of the Company and the Shareholders as a whole.
CONNECTED TRANSACTION
As at the date of this announcement, Datang Coal Mining Company is a
wholly-owned subsidiary of CDC. CDC and its subsidiaries hold a total of
approximately 35.08% of the issued share capital of the Company. Accordingly,
Datang Coal Mining Company is a connected person of the Company and the
entering into of the Capital Contribution Agreement constitutes a connected
transaction for the Company.
As one or more of the applicable percentage ratios (as defined in Rule
14.07 of the Listing Rules) of the Capital Contribution Agreement is more than
0.1% but less than 2.5%, the transaction contemplated under the Capital
Contribution Agreement is only subject to the reporting and announcement
requirements under Rules 14A.45 to 14A.47 of the Listing Rules and does not
require the approval by the independent Shareholders of the Company under
Chapter 14A of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Board" the board of directors
"Capital Contribution the agreement entered into between the Company
Agreement" and Datang Mining Company on 21 May 2010 in
respect of the capital contribution to Ximeng
Mining Company as mentioned in detail in this
announcement
"CDC" China Datang Corporation, a State-owned
enterprise established under the laws of the PRC
and is a controlling shareholder of the Company
pursuant to the Listing Rules. CDC and its
subsidiaries own approximately 35.08% of the
issued share capital of the Company as at the
date of this announcement
"Company" Datang International Power Generation Co.,
Ltd., a sino-foreign joint stock limited company
incorporated in the PRC on 13 December 1994,
whose H Shares are listed on the Stock Exchange
and the London Stock Exchange and whose A Shares
are listed on the Shanghai Stock Exchange
"Datang Mining Datang Mining Company Limited, a wholly-owned
Company" subsidiary of CDC
"Director(s)" the director(s) of the Company
"Inner Mongolia" Inner Mongolia Autonomous Region of the PRC
"Listing Rules" The Rules Governing the Listing of Securities
on the Stock Exchange
"NDRC" National Development and Reform Commission of
the PRC
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Shareholders" the shareholders of the Company
"Shengli Coal Mine The Shengli Coal Mine East Unit 2 is located
East Unit 2" east of Shengli Coal Mine, Xilinguoleimeng,
Inner Mongolia and north of the suburb of
Xilinhaote City, 10 miles away from the city
centre. It is the coal centre of Shengli Coal
Mine with coal products being brown coal as the
main coal
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Ximeng Mining Datang International Hilinhaote Mining Company
Company" Limited, a wholly-owned subsidiary of the
Company
"%" per cent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 21 May 2010
As at the date of this announcement, the Directors of the Company are:
Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*,
Yu Changchun*, Xia Qing* and Li Hengyuan*.
*Independent non-executive Directors