Connected Transaction
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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
EP Contract
On 11 April 2013, Fuxin Coal-to-gas Company entered into the EP contract with
Datang Technology Company, pursuant to which Datang Technology Company shall
provide the design and supply of equipment of organic biochemical wastewater
treatment processing plant as well as guidance on installation, testing and
relevant technical services to Fuxin Coal-to-gas Company. The total contract
amount is RMB108 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. Datang Technology Company is a subsidiary
of CDC, therefore Datang Technology Company is a connected person of the
Company. The transaction contemplated under the EP Contract 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 EP
Contract is more than 0.1% but less than 5%, the transaction contemplated
under the EP Contract 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.
EP CONTRACT
Date: 11 April 2013
Parties:
(i) Fuxin Coal-to-gas Company ("Party A")
(ii) Datang Technology Company ("Party B")
Major particulars of the contract:
1. Subject matter: Datang Technology Company shall provide the design
and supply of equipment of organic biochemical
wastewater treatment processing plant as well as
guidance on installation, testing and relevant technical
services to Fuxin Coal-to-gas Company.
2. Consideration: The consideration amounted to the total sum of RMB108
million, which includes all the expenses related to the
contract on design, supply of equipment, installation
guidance, testing and relevant technical services.
3. Settlement and payment:
1) Within 14 days from the effective date of the contract and upon
Party A receiving (i) an irrevocable performance bond guarantee
with Party A as the beneficiary issued by Party B's deposit bank
in the amount equivalent to 10% of the contract price; and (ii) a
financial receipt in the amount equivalent to 10% of the contract
price, Party A shall pay 10% of the contract price, i.e., RMB10.8
million, to Party B within one month.
2) Party A shall pay 30% of the contract price, i.e., RMB32.40 million,
to Party B within a month after major raw materials are delivered to
Party A's factory and upon Party A receiving (i) proof of the arrival
of the major raw materials confirmed by Party A and the supervisory
work unit; and (ii) a financial receipt in the amount equivalent to
30% of the contract price.
3) Party A shall pay 20% of the contract price, i.e., RMB21.60 million,
to Party B within a month after the delivery and inspection of the
equipment as up to standard and upon Party A receiving a financial
receipt equivalent to the amount of 20% of the contract price.
4) Party A shall pay 30% of the contract price, i.e., RMB32.40 million,
to Party B within a month after the equipment is installed and passes
a test run, and upon Party A receiving (i) a financial receipt equivalent
to the amount of 30% of the contract price; and (ii) a special invoice
for the value-added tax on 100% of the contract price.
5) 10% of the contract price, i.e., RMB10.8 million, shall be a security
deposit for the quality of the equipment. Within 2 months after the
expiration of the warranty period and after the completion of the final
check-and-acceptance, and upon Party B verifying the relevant documents
provided by Party A to be correct, Party A shall pay the security
deposit in one lump sum to Party B.
4. The EP Contract shall become effective when it is duly signed by the
parties.
REASONS FOR AND BENEFITS OF ENTERING INTO THE EP CONTRACT
Fuxin Coal-to-gas Company had invited public tender for the organic biochemical
wastewater treatment processing plant project. After considering various factors,
including the technical experiences, professional qualification, business
reputation, project management skills, consideration amount and other relevant
factors of all the tenderers, Datang Technology Company was selected as the
service provider of this project. The tender was fair in the whole course and
complied with the PRC laws and regulations and the relevant requirements of the
Company.
Datang Technology Company has sufficient qualification with expertise in the
organic biochemical wastewater treatment processing plant project. The Company
considers that it will be capable to ensure the organic biochemical wastewater
treatment processing project to be carried out smoothly.
Directors (including independent non-executive Directors) are of the view that
the transaction was completed by way of public tender; the relevant terms of the
EP Contract are fair and reasonable and conducted on normal commercial terms and
in the ordinary course of business of the Company and is in the interests of the
shareholders of the Company as a whole.
BOARD'S APPROVAL
None of the Directors has material interest in the transaction thereunder the EP
Contract. Connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai,
have abstained from voting at the Board meeting for the approval of the relevant
resolution pursuant to the listing rules of the Shanghai Stock Exchange.
INFORMATION OF THE PARTIES
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. Fuxin Coal-to-gas Company, a subsidiary of the Company, is principally engaged
in coal processing, and the production and sales of coal chemical products.
The equity structure of the company is: Datang Energy and Chemical Co.,
Ltd., a wholly-owned subsidiary of the Company, holds 90% equity interest,
CDC holds 10% equity interest.
3. CDC was established on 9 March 2003 with registered capital of RMB15,394
million and 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.
4. Datang Technology Company is a subsidiary of CDC. Its scope of operation
includes development, service and consulting of environmental technology,
development, manufacture and sales of environmental equipment and operation
of environmental pollution control facilities. China Datang Corporation
Environmental Technologies Engineering Co., Ltd. a wholly-owned subsidiary
of CDC, holds a 51% equity interest in Datang Technology 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. Datang Technology Company is a subsidiary of
CDC, therefore Datang Technology Company is a connected person of the Company.
The transaction contemplated under the EP Contract 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 EP Contract is
more than 0.1% but less than 5%, the transaction contemplated under the EP
Contract 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.
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 a controlling shareholder
of the Company. CDC and its subsidiaries own
approximately 34.71% of the issued share
capital of the Company as at the date of
this announcement
"Datang Technology Company" China Datang Technologies and Engineering
Co., Ltd., a subsidiary of CDC. For more
information, please refer to the section
headed "INFORMATION OF THE PARTIES"
"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
"the EP Contract" the Organic Biological Wastewater Treatment
Processing Plat EP Contract dated 11 April
2013 entered into between Fuxin Coal-to-gas
Company and Datang Technology Company
"Fuxin Coal-to-gas Company" Liaoning Datang International Fuxin Coal-to
-gas Company Ltd, a subsidiary of the
Company. For more information, please refer
to the section headed "INFORMATION OF THE
PARTIES"
"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
"%" percentage
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 11 April 2013
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