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
CONNECTED TRANSACTION
CAPITAL CONTRIBUTION AGREEMENT
On 15 October 2013, the Company entered into the Capital Contribution
Agreement with CDC, in which both parties agreed to make capital
contributions in the sum of approximately RMB80 million and RMB120
million, respectively for the purpose of setting up Datang Nuclear
Power Company.
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.
Accordingly, it is a connected person 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 0.1% and all the
applicable percentage ratios are less than 5%, the Capital
Contribution Agreement and the transaction contemplated thereunder
are 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.
CAPITAL CONTRIBUTION AGREEMENT
Date
15 October 2013
Parties
The Company and CDC
Major Terms of the Agreement
1) The Company and CDC agreed to make capital contributions for
setting up Datang Nuclear Power Company. The registered capital
of Datang Nuclear Power Company is RMB0.2 billion. The Company
shall make capital contributions in the sum of RMB80 million,
which accounts for 40% of the registered capital. CDC shall make
capital contributions in the sum of RMB120 million, which
accounts for 60% of the registered capital.
2) Both parties agreed that the initial capital contribution will
be in the aggregate amount of RMB60 million, of which the
Company will, on a 40% pro rata basis, make initial capital
contribution of RMB24 million while CDC will, on a 60% pro rata
basis, make initial capital contribution of RMB36 million. The
initial capital contribution will be injected in the form of
cash on a one-off basis before the incorporation of Datang
Nuclear Power Company. The remaining balance of the registered
capital will be settled by both parties in two years from the
day of incorporation of Datang Nuclear Power Company.
The Company's contribution to the registered capital of Datang
Nuclear Power Company will be funded by internal funds.
3) The scope of business of Datang Nuclear Power Company mainly
includes the development, investment, construction, operation,
technical services and management of nuclear power and the
relevant sectors (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).
Effective Date of the Capital Contribution Agreement
The Capital Contribution Agreement will become effective upon signing
by the legal representatives or authorized representatives of both
parties and sealed with their respective company chops.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION
AGREEMENT
The joint capital contributions of the Company and CDC to establish
Datang Nuclear Power Company is in compliance with the energy
strategy of the PRC to develop nuclear power in a safe and highly
efficient manner, which will be beneficial for the optimisation of
the electricity structure of the Company, thereby facilitating the
sustainable development of the Company.
The joint capital contributions of the Company and CDC to establish
Datang Nuclear Power Company will fully leverage their professional
management and technological advantages in respect of nuclear power
business, thereby accelerating the smooth implementation of the
Company's strategy to "develop nuclear power in a safe and highly
efficient manner".
The Directors (including independent non-executive Directors) 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
RMB15.394 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.
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.
Accordingly, CDC is a connected person of the Company. The entering
into 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 0.1% and all the
applicable percentage ratios are less than 5%, the Capital
Contribution Agreement and the transaction contemplated thereunder
are 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.
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.
DEFINITIONS
In this announcement, unless the context otherwise requires, the
following expressions have the following meanings:
"Board" the board of directors
"Capital Contribution the China Datang Corporation Nuclear
Agreement" Power Co., Limited capital
contribution agreement entered into
between the Company and CDC on 15
October 2013 in relation to the
capital contribution for the
establishment of Datang Nuclear Power
Company
"CDC" China Datang Corporation, a
State-owned enterprise established
under the laws of the PRC and is the
controlling Shareholder of the Company.
As at the date of this announcement,
CDC together with its subsidiaries
hold approximately 34.71% of the
issued share capital 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
"Datang Nuclear Power China Datang Corporation Nuclear Power
Company" Co., Ltd.
"Director(s)" the director(s) of the Company
"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, 15 October 2013
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Cao Jingshan, 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