Connected & Discloseable 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
CONNECTED AND DISCLOSEABLE TRANSACTION
CAPITAL CONTRIBUTION AGREEMENT
On 16 June 2014, the Company entered into the Capital Contribution Agreement with CDC,
Huayin Electric Power and Leizhou Peicai Construction Company, pursuant to which the
parties agreed to make capital contribution to establish Leizhou Power Generation Company
in order to construct the Leizhou Coal-fired Project (two 1,000MW coal-fired generating
units). The total investment of the Leizhou Power Generation Company project amounted to
RMB9,934,170,000 and the project capital amounted to RMB1,986,834,000. The proportion
and amount of capital contribution to be made by each party were as follow: The Company
agreed to contribute a sum of RMB675,523,600, which accounts for 34% of the equity
interest of Leizhou Power Generation Company. Huayin Electric Power agreed to contribute
a sum of RMB655,655,200, which accounts for 33% of the equity interest of Leizhou Power
Generation Company. CDC agreed to contribute a sum of RMB596,050,200, which accounts for
30% of the equity interest of Leizhou Power Generation Company. Leizhou Peicai
Construction Company agreed to contribute a sum of RMB59,605,000, which accounts for
3% of the equity interest of Leizhou Power Generation Company.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the
Listing Rules) in respect of the transaction under the Capital Contribution Agreement
is more than 5% and all the applicable percentage ratios are less than 25%, the Capital
Contribution Agreement and the transaction contemplated thereunder constitutes a
discloseable transaction of the Company and is subject to the reporting and announcement
requirements under Chapter 14 of the Listing Rules.
As at the date of this announcement, CDC is the controlling Shareholder of the Company,
which together with its subsidiaries hold 34.71% of the issued share capital of the
Company. Huayin Electric Power is a subsidiary of CDC. Accordingly, CDC and Huayin
Electric Power are connected persons of the Company. The entering into of the Capital
Contribution Agreement and the transaction contemplated thereunder constitute a connected
transaction of the Company.
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the
Listing Rules) in respect of the transaction under the Capital Contribution Agreement
is more than 5%, the Capital Contribution Agreement and the transaction contemplated
thereunder is subject to the reporting and announcement requirements as well as the
approval by the independent Shareholders of the Company under Chapter 14A of the Listing
Rules.
The Company will disclose the relevant details of the transaction under the Capital
Contribution Agreement in the next annual report and accounts of the Company in
accordance with the relevant requirements as set out in Chapter 14A of the Listing
Rules. A circular containing details of the Capital Contribution Agreement, a letter
from the independent board committee and a letter from the independent financial
advisor of the Company, both advising the terms of the Capital Contribution Agreement,
is expected to be despatched to the Shareholders on or before 8 July 2014.
CAPITAL CONTRIBUTION AGREEMENT
Date
16 June 2014
Parties
1. The Company;
2. Huayin Electric Power;
3. CDC; and
4. Leizhou Peicai Construction Company.
Major Terms of the Agreement
1. The parties agreed to make capital contribution to establish Leizhou Power
Generation Company in order to construct the Leizhou Coal-fired Project
(two 1,000MW coal-fired generating units). The total investment of the
Leizhou Power Generation Company project amounted to RMB9,934,170,000 and
the project capital amounted to RMB1,986,834,000, representing 20% of the
total investment. The proportion and amount of capital contribution to be
made by each party were as follow: The Company agreed to contribute a sum of
RMB675,523,600, which accounts for 34% of the equity interest of Leizhou
Power Generation Company. Huayin Electric Power agreed to contribute a sum
of RMB655,655,200, which accounts for 33% of the equity interest of Leizhou
Power Generation Company. CDC agreed to contribute a sum of RMB596,050,200,
which accounts for 30% of the equity interest of Leizhou Power Generation
Company. Leizhou Peicai Construction Company agreed to contribute a sum of
RMB59,605,000, which accounts for 3% of the equity interest of Leizhou Power
Generation Company.
The capital will be injected by the parties depending on the construction
progress of the project.
2. The initial registered capital of Leizhou Power Generation Company is
RMB100 million and will be contributed by the parties in cash on an
one-off basis. The proportion and the amount of capital contribution to be
made by each party was as follows: The Company agreed to make capital
contribution in the sum of RMB34,000,000, which accounts for 34% of the
registered capital. Huayin Electric Power agreed to make capital contribution
in the sum of RMB33,000,000, which accounts for 33% of the registered capital.
CDC agreed to make capital contribution in the sum of RMB30,000,000, which
accounts for 30% of the registered capital. Leizhou Peicai Construction
Company agreed to make capital contribution in the sum of RMB3,000,000,
which accounts for 3% of the registered capital.
3. The differences between the total investment and the project capital will be
supplemented by way of project financing. If necessary, the parties shall
provide guarantee for the abovementioned financing facility in proportion
to their respective contribution to the registered capital of Leizhou Power
Generation Company.
4. The scope of business of Leizhou Power Generation Company mainly includes
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, the integrated utilization and sale of by-products
such as pulverized fuel ash and desulfurized plaster (subject to the scope of
business set out in the Business License for the Enterprise Legal Person to be
issued by the administration for industry and commerce).
Conditions for the Capital Contribution Agreement becoming effective
The agreement shall become effective when it is duly signed by the legal representatives
or authorized agent of the parties with their respective company seals affixed thereon,
and is approved by the respective board of directors or general meeting of the parties.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT
The joint capital contributions of the Company, CDC, Huayin Electric Power and Leizhou
Peicai Construction Company to establish Leizhou Power Generation Company in order to
construct the Leizhou Coal-fired Project is in compliance with the Company's strategy to
consolidate the leading position of its principal power generation business, which will be
beneficial for the expansion of the Company's power source scale, optimisation of the
Company's asset quality, thereby facilitating the sustainable development of the Company.
Leizhou Power Generation Company will become a subsidiary of the Company and its financial
statements will be consolidated into the financial statements of the Company.
The Directors (excluding the independent non-executive Directors whose views will be
contained in the circular after considering the advice from the independent financial
advisor) are of the view that the relevant terms of the Capital Contribution Agreement
are fair and reasonable, have been entered into after arm's length negotiation between
all parties thereto and determined on normal commercial terms, and are in the interests
of the Company and its Shareholders as a whole.
INFORMATION OF THE RELEVANT PARTIES OF THE AGREEMENT
1. 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.
2. CDC was established on 9 March 2003 with a registered capital of RMB18.009 billion.
It is principally engaged in the development, investment, construction, operation
and management of power energy, organization of power (thermal) production and sales;
manufacturing, repair and maintenance of power equipment; power technology development
and consultation; power engineering, contracting and consultation of environmental
power engineering; development of new energy as well as development and production
of power related coal resources.
3. Huayin Electric Power was established on 22 March 1993 with a registered capital
of RMB712 million. It is principally engaged in power production business and CDC
holds 33.34% of its equity.
4. Leizhou Peicai Construction Company was established on 13 December 2012 with a
registered capital of RMB50 million. It is principally engaged in land development
& consolidation, road construction, building construction, urban infrastructure
construction, financing, project supervision and other businesses.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the
Listing Rules) in respect of the transaction under the Capital Contribution Agreement is
more than 5% and all the applicable percentage ratios are less than 25%, the Capital
Contribution Agreement and the transaction contemplated thereunder constitutes a discloseable
transaction of the Company and is subject to the reporting and announcement requirements
under Chapter 14 of the Listing Rules.
As at the date of this announcement, CDC is the controlling Shareholder of the Company,
which together with its subsidiaries hold 34.71% of the issued share capital of the
Company. Huayin Electric Power is a subsidiary of CDC. Accordingly, CDC and Huayin Electric
Power are connected persons of the Company. The entering into of the Capital Contribution
Agreement and the transaction contemplated thereunder constitute a connected transaction
of the Company.
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the
Listing Rules) in respect of the transaction under the Capital Contribution Agreement is
more than 5%, the Capital Contribution Agreement and the transaction contemplated thereunder
is subject to the reporting and announcement requirements as well as the approval by the
independent Shareholders of the Company under Chapter 14A of the Listing Rules.
The Company will disclose the relevant details of the transaction under the Capital Contribution
Agreement in the next annual report and accounts of the Company in accordance with the
relevant requirements as set out in Chapter 14A of the Listing Rules. A circular containing
details of the Capital Contribution Agreement, a letter from the independent board committee
and a letter from the independent financial advisor of the Company, both advising the terms
of the Capital Contribution Agreement, is expected to be despatched to the Shareholders on
or before 8 July 2014.
None of the Directors has material interests in the Capital Contribution Agreement. Those
connected Directors, including Chen Jinhang, Hu Shengmu and Fang Qinghai, who are current
or former principal management staff of CDC, have abstained from voting at the Board meeting
for approval of the relevant transaction in accordance with the requirements of the Listing
Rules of the Shanghai Stock Exchange.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR
An independent board committee comprising the independent non-executive Directors will be
formed to advise the independent shareholders on the terms of the Capital Contribution
Agreement. The Company will appoint an independent financial advisor to advise the
independent board committee of the Company and the independent shareholders on the
terms of the Capital Contribution Agreement.
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 capital contribution agreement entered into between
the Company, CDC, Huayin Electric Power and Leizhou Peicai
Construction Company on 16 June 2014 in relation to the
capital contribution for the establishment of Leizhou
Power Generation Company
"CDC" China Datang Corporation, a State-owned enterprise established
under the laws of the PRC and is the controlling Shareholder of
the Company which, together with its subsidiaries, own
approximately 34.71% 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
"connected person" has the meaning ascribed to it under the Listing Rules
"connected transaction" has the meaning ascribed to it under the Listing Rules
"Directors" the director(s) of the Company
"Huayin Electric Power" Datang Huayin Electric Power Co., Ltd., details of which
are set out in the section entitled "Information of the
Relevant Parties of the Agreement"
"Leizhou Peicai Construction Leizhou City Peicai Infrastructure Construction Co., Ltd.,
Company" details of which are set out in the section entitled
"Information of the Relevant Parties of the Agreement"
"Leizhou Power Generation Company" Guangdong Datang International Leizhou Power Generation
Co., Ltd., which is to be jointly established and whose
capital contribution is to be made by the Company, CDC,
Huayin Electric Power and Leizhou Peicai Construction
Company, in order to construct the Leizhou Coal-fired
project
"Leizhou Coal-fired Project" The coal-fired project, which capital is jointly
contributed by the Company, CDC, Huayin Electric Power
and Leizhou Peicai Construction Company, and is located
at the Wushi Town, Beibu Gulf, the western coast of Leizhou
Peninsula, Zhanjiang. Phase 1 of the construction is planned
to consist of 2�1,000MW ultra-supercritical coal-fired steam
turbine generating units, and the planned capacity is 6�1,000MW
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 16 June 2014
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang,
Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang,
Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors