Connected Transaction
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
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: 00991)
ANNOUNCEMENT
CONNECTED TRANSACTION
Sale and Purchase Agreement on Shut-down Capacity Indicators
On 11 December 2012, the Company entered into the Sale and Purchase Agreement
on Shut-down Capacity Indicators with Huayin Electric Power, pursuant to which
the Company agreed to acquire the indicators of shut-down small-capacity
generating units owned by Huayin Electric Power for a transaction price of
approximately RMB374.40 million.
Listing Rules Implications
As at the date of this announcement, CDC is the controlling Shareholder of the
Company, which together with its subsidiaries hold approximately 34.71% of the
issued share capital of the Company. CDC is the controlling Shareholder of
Huayin Electric Power, which holds approximately 33.34% of the issued share
capital of Huayin Electric Power. Accordingly, Huayin Electric Power is a
connected person of the Company. The transaction contemplated under the Sale
and Purchase Agreement on Shut-down Capacity Indicators constitutes 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 Sale and Purchase
Agreement on Shut-down Capacity Indicators is more than 0.1% but less than 5%,
the transaction contemplated under the Sale and Purchase Agreement on Shut-down
Capacity Indicators 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.
BACKGROUND
According to the rules of the "Notice of the State Council for Approving
Certain Opinions of NDRC and Energy Office on Accelerating the Shutdown of
Small Coal-fired Generating Units" (Guo Fa [2007] No. 2), the policy for using
the capacity of shut-down small generating units as an alternative to the
construction of large-scale, high-efficiency and environmentally-friendly new
generating units has been implemented stringently for newly approved coal-fired
projects on a nationwide basis.
On 11 December 2012, the Company entered into the Sale and Purchase Agreement
on Shut-down Capacity Indicators with Huayin Electric Power, pursuant to which
the Company agreed to acquire the indicators of shut-down small-capacity
generating units owned by Huayin Electric Power for a transaction price of
approximately RMB374.40 million.
SALE AND PURCHASE AGREEMENT ON SHUT-DOWN CAPACITY INDICATORS
Date
11 December 2012
Parties
Transferor: Huayin Electric Power
Transferee: the Company
Major Terms of the Sale and Purchase Agreement on Shut-down Capacity Indicators
1. Huayin Electric Power agreed to sell to the Company a total of 468,000 KW
of shut-down capacity indicators.
2. Consideration: after arm's length negotiations between both parties with
reference to the regional market price in Guangdong Province, the Company
agreed to acquire the indicators of shut-down small-capacity generating
units from Huayin Electric Power at a price of RMB800 per KW, i.e., in the
aggregate sum of approximately RMB374.40 million. Relevant taxes incurred
during the transaction process shall be borne by Huayin Electric Power
based on the actual amount incurred.
3. Condition for the commitment: the shut-down capacity indicators shall be
subject to the verification and confirmation by the relevant state
ministries or commissions.
4. Method of payment: after the agreement becoming effective, the Company
shall pay 51% of the transaction price under the agreement, which is
approximately RMB190.944 million, to Huayin Electric Power, within two
working days from the date of receiving from Huayin Electric Power a
verification and confirmation slip issued by the relevant state ministries
or commissions on shut-down capacity under the agreement and the invoice
issued by Huayin Electric Power. The payment terms for the remaining
balance of the transaction price will be further agreed by the parties.
The payment of the transaction price will be funded by the internal resources
of the Company.
Effective Date
The Sale and Purchase Agreement on Shut-down Capacity Indicators will become
effective when it is duly signed by both parties with their respective company
chops and approved by their respective internal authorities.
REASONS FOR AND BENEFITS OF ENTERING INTO THE SALE AND PURCHASE AGREEMENT ON
SHUT-DOWN CAPACITY INDICATORS
According to the rules of the "Notice of the State Council on Approving Certain
Opinions of NDRC and Energy Office on Accelerating the Shutdown of Small
Coal-fired Generating Units" (Guo Fa [2007] No. 2), the Company has been
stringently implementing the above said national policy by using the capacity
of shut-down small generating units as an alternative to the construction of
large-scale, high-efficiency and environmentally-friendly new generating units.
The entering into of the Sale and Purchase Agreement on Shut-down Capacity
Indicators with Huayin Electric Power will enable the Company to increase the
reserves of indicators shut-down generating units and is conducive for
promoting the implementation of the Company's development plans for the purpose
of achieving the target for sustainable development.
The terms of the Sale and Purchase Agreement on Shut-down Capacity Indicators
were negotiated on arm's length basis between both parties thereto with
reference to market price in the region where such generating units are
located, and have been determined on normal commercial terms. The Company
considers that the terms of the Sale and Purchase Agreement on Shut-down
Capacity Indicators are fair and reasonable and in the interests of the Company
and the Shareholders as a whole.
INFORMATION OF THE PARTIES
1. The Company, which 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. Huayin Electric Power is located in Hunan Province and was founded in
January 1993. Its A shares were listed on the Shanghai Stock Exchange in
August 1996. Its principal business is the production of electric power.
CDC holds approximately 33.34% of the issued share capital of Huayin
Electric Power. As of 31 December 2011, the registered capital of Huayin
Electric Power amounted to approximately RMB711.648 million, with total
assets amounted to approximately RMB15, 098.487 million.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling Shareholder of the
Company, which together with its subsidiaries hold approximately 34.71% of the
issued share capital of the Company. CDC is the controlling Shareholder of
Huayin Electric Power, which holds approximately 33.34% of the issued share
capital of Huayin Electric Power. Accordingly, Huayin Electric Power is a
connected person of the Company. The transaction contemplated under the Sale
and Purchase Agreement on Shut-down Capacity Indicators constitutes 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 Sale and Purchase
Agreement on Shut-down Capacity Indicators is more than 0.1% but less than 5%,
the transaction contemplated under the Sale and Purchase Agreement on Shut-down
Capacity Indicators 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.
BOARD'S APPROVAL
The Sale and Purchase Agreement on Shut-down Capacity Indicators and the
transaction contemplated are still subject to the consideration and approval by
the Board. None of the Directors has any material interest in the Sale and
Purchase Agreement on Shut-down Capacity Indicators. Those connected Directors,
including Liu Shunda, Hu Shengmu and Fang Qinghai, who are current or former
principal management staff of CDC, will abstain 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.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Board" the board of directors
"CDC" China Datang Corporation, a State-owned
enterprise established under the laws of the PRC
and is the controlling Shareholder of the
Company
"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
"Huayin Electric Power" Datang Huayin Electric Power Co., Ltd., whose A
shares are listed on the Shanghai Stock Exchange
"Listing Rules" the Rules Governing the Listing of Securities on
the Stock Exchange
"PRC" the People's Republic of China
"relevant state ministries National Development and Reform Commission
or commissions" (NDRC) of the People's Republic of China and
National Energy Administration (NEA) of National
Development and Reform Commission (NDRC) of the
People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Sale and Purchase Agreement the agreement dated 11 December 2012 entered
on Shut-down Capacity into between the Company and Huayin Electric
Indicators" Power in relation to the purchase of a total of
468,000 KW of shut-down capacity indicators from
Huayin Electric Power by the Company
"Shareholder(s)" the shareholders of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percentage
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 11 December 2012
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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors