Capital Contribution and Connected Transaction
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DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the
People's Republic of China)
(Stock Code: 00991)
ANNOUNCEMENT
CAPITAL CONTRIBUTION AND
CONNECTED TRANSACTION
Capital Contribution Agreement
On 29 September 2011, the Company entered into the Capital Contribution Agreement
with CDC, Gantou Hydropower and Ganzi Hydropower Company. Pursuant to the agreement,
CDC agreed to make capital contribution in the sum of approximately RMB220.1 million
to Ganzi Hydropower Company; Gantou Hydropower agreed to make corresponding capital
contribution to Ganzi Hydropower Company in proportion to its original shareholding
in Ganzi Hydropower Company; the Company will not participate in this capital
contribution. Upon completion of the increase in capital contribution, the
shareholders and shareholding structure of Ganzi Hydropower Company will be adjusted
as follows: the Company will hold 52.5% (original 80%), CDC will hold 27.5%, Gantou
Hydropower will hold 20%.
Connected Transaction
As at the date of this announcement, CDC is a controlling Shareholder of the Company.
CDC and its subsidiaries together hold approximately 34.71% of the issued share
capital of the Company. Ganzi Hydropower Company is a subsidiary of the Company and
Gantou Hydropower is a substantial shareholder of Ganzi Hydropower Company.
Accordingly, CDC and Gantou Hydropower are connected persons of the Company under
Chapter 14A of the Listing Rules and the entering into the Capital Contribution
Agreement constitutes a connected transaction of the Company.
As each of the applicable percentage ratios (as defined under Rule 14.07 of the
Listing Rules) in respect of the Capital Contribution Agreement is more than 0.1%
but less than 5%, the Capital Contribution Agreement is only subject to the
reporting and announcement requirements under Chapter 14A of the Listing Rules
and does not require the approval by the independent Shareholders of the Company
under Chapter 14A of the Listing Rules.
CAPITAL CONTRIBUTION AGREEMENT
Date
29 September 2011
Parties
The Company, CDC, Gantou Hydropower and Ganzi Hydropower Company
MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT
(1) Pursuant to the Valuation Report on Ganzi Hydropower Company issued by Zhong Tong
Hua Assets Appraisal Co., an independent valuer of the Company, as at the
valuation date on 31 March 2011, the total equity of Ganzi Hydropower Company was
valued at approximately RMB432 million by adopting the cost method.
(2) Based on the above-mentioned total equity valuation of Ganzi Hydropower Company
made on 31 March 2011, together with the actual proportion in capital contributed
by the Company and Gantou Hydropower to Ganzi Hydropower Company, CDC agreed to
make capital contribution to Ganzi Hydropower Company in the sum of approximately
RMB220.1 million and Gantou Hydropower agreed to make up for the unpaid capital
and make the corresponding additional capital contribution to Ganzi Hydropower
Company in the sum of approximately RMB148.7million in proportion to its original
shareholding in Ganzi Hydropower Company. The Company will not participate in
this capital contribution. CDC and Gantou Hydropower agreed to make their
afore-mentioned capital contribution by way of cash within 20 working days from
the effective date of the Capital Contribution Agreement.
(3) Upon completion of the aforesaid increase in capital contribution, the
shareholders and shareholding structure of Ganzi Hydropower Company will be
adjusted as follows: the Company will hold 52.5% (original 80%), CDC will hold
27.5%, Gantou Hydropower will hold 20%. The Company will continue to be the
controlling shareholder of Ganzi Hydropower Company and Ganzi Hydropower Company
will continue to be a controlled subsidiary of the Company. The shareholding of
Gantou Hydropower in Ganzi Hydropower Company will remain unchanged upon
completion of the aforesaid capital contribution.
(4) During the period between the valuation date, i.e., 31 March 2011, and the
completion date of the capital contribution of CDC (being the date on which the
funding of capital contribution is booked), any change in the net assets of
Ganzi Hydropower Company will be entitled or borne by the original shareholders
of Ganzi Hydropower Company.
EFFECTIVE DATE OF THE CAPITAL CONTRIBUTION AGREEMENT
The Capital Contribution Agreement will become effective upon signing by the relevant
authorised representatives of the parties and sealed with their respective company
chops.
INFORMATION OF PROJECT ASSETS UNDER THE CAPITAL CONTRIBUTION AGREEMENT
Ganzi Hydropower Company was established and registered on 3 July 2006, with a
registered capital of RMB50 million. Ganzi Hydropower Company is responsible for the
development and construction of two hydropower projects, namely the Changhe Dam
Project (of an installed capacity of 2,600MW) and the Huangjinping Project (of an
installed capacity of 850MW), both of which were approved by the NDRC in November
2010 and February 2011, respectively, and are currently under the construction stage.
Ganzi Hydropower Company has not yet commenced operation as at the date of this
announcement.
As at the valuation date on 31 March 2011, the total assets of Ganzi Hydropower
Company amounted to approximately RMB5,478 million, the total liabilities amounted
to approximately RMB5,106 million and the net assets amounted to approximately RMB372
million (being the audited value of those assets as at 31 March 2011).
INFORMATION ON 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 ON CDC
CDC is a solely State-owned enterprise. Its scope of operations mainly includes the
development, investment, construction, operation and management of power energy;
organisation of power (thermal) production and sales; as well as power technology
development and consultation.
INFORMATION ON GANTOU HYDROPOWER
Gantou Hydropower was established on 30 March 2006 with a registered capital of
RMB100 million, and is principally engaged in the business of hydropower investments.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT
Through involving CDC as a shareholder of Ganzi Hydropower Company by way of capital
contribution and share enlargement, new funds will be injected into Ganzi Hydropower
Company, the capital and financing capabilities of Ganzi Hydropower Company will be
strengthened, thereby pushing forward the smooth progress of its construction
projects. Meanwhile, the implementation of such capital contribution and share
enlargement arrangement will dilute the investment risks of the Company, relieve the
pressure of development capital and increase the efficiency of capital utilization,
thereby benefitting the Shareholders of the Company.
With the involvement of CDC as a shareholder of Ganzi Hydropower Company, Ganzi
Hydropower Company will further enhance its corporate governance structure, foster
the cooperation among various related parties and create more room for the
development of Ganzi Hydropower Company, thereby bringing better returns for the
Shareholders of the Company.
Upon completion of the capital contribution and share enlargement, Ganzi Hydropower
Company will still remain as a controlled subsidiary of the Company and the scope of
consolidation of financial reports of the Company will not be affected.
Since the Changhe Dam Hydropower Project and the Huangjinping Hydropower Project of
Ganzi Hydropower Company are still under construction, no gain or loss is expected
to be accrued to the Company as a result of the implementation of the capital
contribution and share enlargement arrangement contemplated under the Capital
Contribution Agreement.
CONNECTED TRANSACTION
As at the date of this announcement, CDC is a controlling Shareholder of the Company.
CDC and its subsidiaries together hold approximately 34.71% of the issued share
capital of the Company. Ganzi Hydropower Company is a subsidiary of the Company and
Gantou Hydropower is a substantial shareholder of Ganzi Hydropower Company.
Accordingly, CDC and Gantou Hydropower are connected persons of the Company under
Chapter 14A of the Listing Rules and the entering into of the Capital Contribution
Agreement constitutes a connected transaction of the Company.
As each of the applicable percentage ratios (as defined under Rule 14.07 of the
Listing Rules) in respect of the Capital Contribution Agreement is more than 0.1%
but less than 5%, the Capital Contribution Agreement is only subject to the
reporting and announcement requirements under Rules 14A of the Listing Rules and
does not require the approval by the independent Shareholders of the Company under
Chapter 14A of the Listing Rules.
None of the Directors have any material interest in the transaction. Those connected
Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are principal
management staff of CDC, have abstained from voting at the Board meeting on the
approval of the relevant transaction in accordance with the requirements of the
listing rules of the Shanghai Stock Exchange.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Board" the board of directors
"Capital Contribution Agreement" the agreement entered into between the
Company, CDC, Gantou Hydropower and
Ganzi Hydropower Company dated 29
September 2011 in respect of the capital
contribution to Ganzi Hydropower Company,
the details of which are set out 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 34.71% of the issued share
capital of the Company as at the date of
this announcement
"Changhe Dam Project" The Sichuan Dadu River Changhe Dam
Hydropower Station Project, a project
involving the design of 4x650MW
mixed-flow hydraulic-wheel generating
units with a total capacity of 2,600MW;
currently under the construction stage
"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
"connected person" has the meaning ascribed to it under the
Listing Rules
"connected transaction" has the meaning ascribed to it under the
Listing Rules
"Director(s)" the director(s) of the Company
"Gantou Hydropower" Ganzi County Gantou Hydropower Development
Company Limited
"Ganzi Hydropower Company" Sichuan Datang International Hydropower
Development Co., Ltd., a controlled
subsidiary of the Company
"Huangjinping Project" the Sichuan Dadu River Huangjinping
Hydropower Station Project, a project
involving the design of 4x200MW
vertical-axle mixed flow generating units
and 2x25MW generating units with a total
capacity of 850MW; currently under the
construction stage
"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
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Valuation Report" a valuation report on Ganzi Hydropower
Company issued by Zhong Tong Hua Assets
Appraisal Co., Ltd. (Zhong Tong Hua
assessment document (2011) No.232)
"Zhong Tong Hua Assets Appraisal Co." Beijing Zhong Tong Hua Assets Appraisal
Co., Ltd.
"%" per cent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 29 September 2011
As at the date of this announcement, the Directors of the Company are:
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*. Zhao Jie* and Jiang Guohua*.
*Independent non-executive Directors