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
CAPACITY EXPANSION AND MODIFICATION CONTRACT
Pursuant to the "Resolution on the Tendering for the Technological Transformation Projects of
Datang International and its Subsidiaries" as considered and approved by the sixteenth meeting of
the eighth session of the Board on 19 December 2014 (the details of which were set out in the
overseas regulatory announcement of the Company dated 19 December 2014), the public tender for the
capacity expansion and modification project of the coal transportation system in relation to the
2x300MW generating units operated by Linfen Thermal Power Company, a non wholly-owned subsidiary
of the Company, was conducted. According to the result of the tender, on 15 April 2015, Linfen
Thermal Power Company and Datang Technologies and Engineering Company, a non wholly-owned
subsidiary of Datang Technology Industry Company (which is a wholly-owned subsidiary of CDC),
entered into the Capacity Expansion and Modification Contract which has a contract amount of
approximately RMB59.98 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 34.71% of the issued share capital of the Company. Pursuant to
Chapter 14A of the Listing Rules, since Datang Technologies and Engineering Company, a non
wholly-owned subsidiary of Datang Technology Industry Company (which is a wholly-owned subsidiary
of CDC) is a connected person of the Company, the Capacity Expansion and Modification Contract and
the transactions contemplated thereunder constitute connected transactions of the Company.
As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in
respect of the transaction amount under the Capacity Expansion and Modification Contract is more
than 0.1% but less than 5%, while the other applicable percentage ratios are less than 0.1%, the
Capacity Expansion and Modification Contract and the transactions contemplated thereunder are
subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but
do not require the approval by the independent shareholders of the Company.
CAPACITY EXPANSION AND MODIFICATION CONTRACT
Pursuant to the "Resolution on the Tendering for the Technological Transformation Projects of
Datang International and its Subsidiaries" as considered and approved by the sixteenth meeting of
the eighth session of the Board on 19 December 2014 (the details of which were set out in the
overseas regulatory announcement of the Company dated 19 December 2014), the public tender for
the capacity expansion and modification project of the coal transportation system in relation to
the 2x300MW generating units operated by Linfen Thermal Power Company, a non wholly-owned
subsidiary of the Company, was conducted. According to the result of the tender, on 15 April 2015,
Linfen Thermal Power Company and Datang Technologies and Engineering Company, a non wholly-owned
subsidiary of Datang Technology Industry Company (which is a wholly-owned subsidiary of CDC),
entered into the Capacity Expansion and Modification Contract which has a contract amount of
approximately RMB59.98 million.
Date of the Contract:
15 April 2015
Parties of the Contract:
(1) Linfen Thermal Power Company; and
(2) Datang Technologies and Engineering Company
Major Terms of the Contract:
(1) Subject matter: Linfen Thermal Power Company agreed to appoint Datang Technologies and
Engineering Company to undertake the general contracting of the capacity expansion and
modification project of the coal transportation system in relation to the 2x300MW
generating units operated by Linfen Thermal Power Company.
(2) Scope of the contract: Datang Technologies and Engineering Company agreed to provide
services including design, procurement, construction, commissioning, testing and
acceptance of the enclosed coal yards, coal transportation system and related ancillary
systems of the project.
(3) Contract price and breakdown:
Breakdown of the contract price
Total
consideration
for technical
services
Total contract (RMB'000)
price Facilities Construction Installation Commissioning
(RMB'000) (RMB'000) (RMB'000) (RMB'000) Design fee fee
59,980 14,670 40,920 2,320 2,000 70
(4) Settlement and payment:
Payment of a) Within one month from the effective date of the contract,
costs of Datang Technologies and Engineering Company shall provide an irrevocable
contracted performance bond guarantee in favour of Linfen Thermal Power Company in an amount
facilities: equivalent to 10% of the total contract price;
b) Datang Technologies and Engineering Company shall, in order of arrival, deliver
the facilities to the construction site within the stipulated time and provide the
relevant certificates and documents. Upon verification of such certificates and
documents by Linfen Thermal Power Company, 70% of the facilities costs shall become
payable;
c) Datang Technologies and Engineering Company shall perform on-site installation and
commissioning works in relation to facilities at the request of Linfen Thermal
Power Company. Upon passing the on-site commissioning, testing and acceptance of
the facilities, 20% of the facilities costs shall become payable;
d) 10% of the remaining costs of the contracted facilities shall be reserved as
quality assurance fee for the facilities.
Payment of a) Upon 30 days after the construction and installation team enters the site,
costs of Linfen Thermal Power Company shall pay 10% of project progress payment to Datang
construction Technologies and Engineering Company;
and
installation b) Upon the commencement of construction, Linfen Thermal Power Company shall pay
works: project progress payment to Datang Technologies and Engineering Company on a
monthly basis;
c) 5% of the costs of construction and installation works shall be reserved as quality
assurance fee.
Payment of Payment of design fee:
total a) After the contract becomes effective, 10% of the design fee shall become payable
consideration to Datang Technologies and Engineering Company;
for technical
services: b) After the design of the construction plan is completed, 60% of the design fee
shall become payable to Datang Technologies and Engineering Company;
c) After the design of the completion plan is completed, 20% of the design fee shall
become payable to Datang Technologies and Engineering Company;
d) 10% of the remaining designing fee shall be reserved as quality assurance fee for
the design service.
Payment of commissioning fee:
a) Within 30 days after the commissioning professionals enter the site, Linfen Thermal
Power Company shall pay 10% of commissioning fee to Datang Technologies and
Engineering Company;
b) After the coal transportation system passes comprehensive trial operation, 80% of
the commissioning fee shall become payable to Datang Technologies and Engineering
Company;
c) 10% of the remaining commissioning fee shall be reserved as quality assurance fee
for the commissioning service.
(5) The Capacity Expansion and Modification Contract shall become effective when it is duly
signed by the legal representative or the proxy (with written authorisation by the
legal representative) of the parties with their respective company seals affixed thereto.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPACITY EXPANSION AND MODIFICATION CONTRACT
According to the annual technological transformation plan of the Company, the Company invited
public tender for the project on the capacity expansion and modification for the power generating
units of its power plants. After carrying out relevant evaluation procedures and considering
various factors, including the fee quotation, technical experiences, professional qualification,
business reputation, project management skills, consideration amount and other relevant factors
of all the tenderers, Datang Technologies and Engineering Company, a professional company, was
selected as the tender winner for the project on the capacity expansion and modification for the
generating units of Linfen Thermal Power Company.
Datang Technologies and Engineering Company possesses sufficient qualifications with adequate
expertise in carrying out the capacity expansion and modification for the power generating units.
The Company considers that Datang Technologies and Engineering Company will be capable of ensuring
the capacity expansion and modification to be carried out smoothly.
The Company and Linfen Thermal Power Company agreed to appoint Datang Technologies and
Engineering Company to carry out the capacity expansion and modification mainly for the purposes of
ensuring the on-schedule completion of the capacity expansion and modification of Linfen Thermal
Power Company, to fully ride on its professional advantage, as well as to control cost to a certain
extent through large scale purchasing of facilities.
The Directors (including independent non-executive Directors) are of the view that the transactions
contemplated under the Capacity Expansion and Modification Contract were determined by way of
public tender; the relevant terms are fair and reasonable and conducted on normal commercial terms
and are in the interests of the Company and its shareholders as a whole.
BOARD'S APPROVAL
None of the Directors has material interests in the transactions contemplated under the Capacity
Expansion and Modification Contract. Connected Directors, including Chen Jinhang, Hu Shengmu and
Liang Yongpan, have abstained from voting for the relevant resolution at the relevant Board
meeting pursuant to the listing rules of the Shanghai Stock Exchange.
INFORMATION ON THE PARTIES
1. CDC was established on 9 March 2003 with a registered capital of RMB18,009 million and is
principally engaged in the development, investment, construction, operation and management of
power energy, organisation 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.
2. 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.
3. Linfen Thermal Power Company is a non wholly-owned subsidiary of the Company with a registered
capital of RMB282.55 million. It currently has two 300MW air-cooled heat supply units.
4. Datang Technologies and Engineering Company is a non wholly-owned subsidiary of Datang
Technology Industry Company (which is a wholly-owned subsidiary of CDC). It was established on
10 May 2004 with a registered capital of RMB180 million. Its scope of business mainly includes:
general contracting for design and construction of thermal power and wind power generation system;
general contracting for design and construction of environmental projects such as flue gas
desulfurisation and denitrification in various areas, including energy, metallurgy and chemistry;
franchise of environmental desulfurisation facilities; general contracting for design and
construction of material conveying projects, such as coal conveying, ash conveying and bulk cargo
terminals; general contracting for design and construction of projects such as dry slag removing
system and anti-corrosion of chimneys; manufacture of heavy machinery and dry slag removing
equipment.
LISTING RULES IMPLICATIONS
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.
Pursuant to Chapter 14A of the Listing Rules, since Datang Technologies and Engineering Company,
a non wholly-owned subsidiary of Datang Technology Industry Company (which is a wholly-owned
subsidiary of CDC) is a connected person of the Company, the transactions contemplated under the
Capacity Expansion and Modification Contract constitute connected transactions of the Company.
As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules)
in respect of the transaction amount under the Capacity Expansion and Modification Contract is
more than 0.1% but less than 5%, while the other applicable percentage ratios are less than 0.1%,
the Capacity Expansion and Modification Contract and the transactions contemplated thereunder are
subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but
do 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
"Capacity Expansion and the "General Contract for Capacity Expansion and Modification
Modification Contract" Project of Coal Transportation System in relation to 2x300MW
Generating Units Operated by Linfen Thermal Power Company"
entered into between Linfen Thermal Power Company and Datang
Technologies and Engineering Company on 15 April 2015
"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 Hong Kong 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 Technologies and China Datang Technologies and Engineering Company Limited,
Engineering Company" a controlling subsidiary of Datang Technology Industry Company,
details of which are set out in the section entitled
"Information on the Parties"
"Datang Technology Industry Datang Technology Industry Company Limited, a wholly-owned
Company" subsidiary of CDC
"Director(s)" the director(s) of the Company
"Linfen Thermal Power Shanxi Datang International Linfen Thermal Power Company Limited,
Company" details of which are set out in the section entitled "Information
on 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, 15 April 2015
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,
Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu*
* Independent non-executive Directors