Connected Transactions
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 TRANSACTIONS
On 28 April 2011, the Company entered into the Compensation Agreement on
the Acquisition by Lvsigang of Shut-down Capacity Indices with Lvsigang
Power Generation Company relating to the transaction of small-capacity
units. The transaction amount was RMB100 million.
On 28 April 2011, the Company entered into the Framework Agreement on the
Transfer of Shut-down Capacity Indices in Hunan with Datang Hunan Branch
for the transaction of small-capacity units. The transaction amount was
RMB600 million.
CONNECTED TRANSACTIONS
As at the date of this announcement, CDC is the controlling Shareholder of
the Company which, together with its subsidiaries, hold approximately
36.07% of the issued share capital of the Company. CDC also holds 35% of
the equity interest of Lvsigang Power Generation Company. Datang Hunan
Branch is a branch of CDC. As at the date of this announcement, the Company
is the controlling shareholder of Lvsigang Power Generation Company and
holds 55% of its equity interests. Lvsigang Power Generation Company and
Datang Hunan Branch are therefore Connected Persons of the Company under
Chapter 14A of the Listing Rules and the entering into of the Agreements
constitute Connected Transactions of the Company under Chapter 14A of the
Listing Rules.
As each of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) of the Compensation Agreement on the Acquisition by
Lvsigang of Shut-down Capacity Indices and the Framework Agreement on the
Transfer of Shut-down Capacity Indices in Hunan is more than 0.1% but less
than 5%, such transactions are only subject to the reporting and
announcement requirements under Chapter 14A of the Listing Rules and do not
require the approval by the independent Shareholders of the Company under
Chapter 14A of the Listing Rules.
BACKGROUND
In view of the requirements for energy conservation and emissions reduction in
the PRC, and based on the spirit of the document Guo Fa [2007] No. 2 "Notice of
the State Council on Approving Several Opinions of the NDRC and the SEO on
Accelerating the Closure of Small Coal-fired Power Units", the "replacing small
units with large units" policy has been strictly implemented for newly approved
nationwide coal-fired power projects since 2007. This means the replacement of
small-capacity units by the construction of large-scale, high-efficiency and
environmental-friendly new units is the State's current major policy for the
approval of coal-fired power projects.
In order to accelerate the approval of the Company's high-capacity and
high-efficiency large-scale coal-fired power projects, the Company entered into
the Agreements with Lvsigang Power Generation Company and Datang Hunan Branch,
respectively.
The agreements
Date
On 28 April 2011, the Company entered into the Compensation Agreement on the
Acquisition by Lvsigang of Shut-down Capacity Indices with Lvsigang Power
Generation Company.
On 28 April 2011, the Company entered into the Framework Agreement on the
Transfer of Shut-down Capacity Indices in Hunan with Datang Hunan Branch.
Major terms of the Agreements
Compensation Agreement on the Acquisition by Lvsigang of Shut-down Capacity
Indices
Parties
Transferor: the Company
Transferee: Lvsigang Power Generation Company
In order to proceed with project construction, Lvsigang Power Generation
Company acquired the shut-down capacity of 125 MW of one generating unit at
Douhe Power Plant from the Company in accordance with the State's "replacing
small units with large units" policy. After arm's length negotiation between
the parties with reference to regional market prices , Lvsigang Power
Generation Company agreed to pay the Company a compensation fee for the
small-capacity unit at RMB800 per kW, i.e., in the aggregate sum of RMB100
million. The compensation fee is mainly for arrangement of the personnel of the
shut-down units.
Effective Date
The agreement will become effective immediately after each of the parties has
obtained its respective internal approvals, and the relevant authorised
representatives have signed and affixed their respective company seals thereto.
Payment of the Compensation Fee
After the Compensation Agreement on the Acquisition by Lvsigang of Shut-down
Capacity Indices becomes effective, Lvsigang Power Generation Company will
settle the compensation fee for shut-down capacity indices in three payments
within one year. The first payment, being 20% of the compensation fee, will be
settled within half of the year after the agreement is signed and becomes
effective. Another 30% of the compensation fee will be settled in the third
month after the first payment, and the remaining 50% of the compensation fee
will be settled in the third month after the second payment.
Framework Agreement on the Transfer of Shut-down Capacity Indices in Hunan
Parties
Transferor: Datang Hunan Branch
Transferee: the Company
Datang Hunan Branch agreed to transfer a total capacity indices of 600 MW of
the shut-down small units. After arm's length negotiation between the parties
with reference to the regional market prices , the Company agreed to pay Datang
Hunan Branch a compensation fee for the small-capacity units at RMB1,000 per
kW, i.e., in the aggregate sum of RMB600 million. The compensation fee is
mainly for arrangement of personnel of the shut-down units.
The Company, its subsidiaries and Datang Hunan Branch (or the subsidiary under
its management) will enter into separate transfer agreements setting out
specific terms such as details, prices, payment terms and schedules in respect
of the acquired small-capacity units, provided that these terms shall be
consistent with the principles and terms of the Framework Agreement on the
Transfer of Shut-down Capacity Indices in Hunan.
Effective Date
The agreement will become effective immediately after each of the parties has
obtained its respective internal approvals, and the relevant authorised
representatives have signed and affixed their respective company seals thereto.
REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENTS
Pursuant to the State's policy of "replacing small units with large units", the
replacement of small-capacity units by the construction of large-scale,
high-efficiency and environmental- friendly new units is the State's current
major policy for the approval of coal-fired power projects. The Company entered
into the Agreements with Lvsigang Power Generation Company and Datang Hunan
Branch to acquire or transfer shut-down capacity indices, which will help to
accelerate the approval of high-capacity and high-efficiency large-scale
coal-fired power projects of the Company and its subsidiaries, to further
optimise the power generation structure and to enhance the core competitiveness
and profitability of the Company.
The terms of the Agreements were negotiated on arm's length basis between all
parties thereto with reference to market prices in regions where the units are
located, and have been determined on normal commercial terms. The Directors
(including independent Directors) consider that the terms of the Agreements are
fair and reasonable and in the best interests of the Company and the
Shareholders as a whole.
CONNECTED TRANSACTIONS
As at the date of this announcement, CDC is the controlling Shareholder of the
Company which, together with its subsidiaries, hold approximately 36.07% of the
issued share capital of the Company. CDC also holds 35% of the equity interest
of Lvsigang Power Generation Company. Datang Hunan Branch is a branch of CDC.
As at the date of this announcement, the Company is the controlling shareholder
of Lvsigang Power Generation Company and holds 55% of its equity interests.
Lvsigang Power Generation Company and Datang Hunan Branch are therefore
Connected Persons of the Company under Chapter 14A of the Listing Rules and the
entering into of the Agreements constitute Connected Transactions of the
Company under Chapter 14A of the Listing Rules.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) of the Compensation Agreement on the Acquisition by Lvsigang of
Shut-down Capacity Indices and the Framework Agreement on the Transfer of
Shut-down Capacity Indices in Hunan is more than 0.1% but less than 5%, such
transactions are only subject to the reporting and announcement requirements
under Chapter 14A of the Listing Rules and do not require the approval by the
independent Shareholders of the Company under Chapter 14A of the Listing Rules.
Directors Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang Qinghai who have material
interests in the transactions under the relevant agreements (by virtue of being
the principal management staff of CDC) have abstained from voting at the Board
meeting for approving the relevant Agreements.
INFORMATION RELATING TO THE COMPANY
The Company is principally engaged in the development and operation of power
plants, the sale of electricity and thermal power, and the repair, testing and
maintenance of power equipment and power-related technical services, with its
main service areas being in the PRC.
INFORMATION RELATING TO LVSIGANG POWER GENERATION COMPANY
Lvsigang Power Generation Company is duly incorporated on 18 September 2003
with registered capital of RMB521.40 million. Lvsigang Power Generation Company
is mainly responsible for the construction and operation of the 4×660MW power
plant projects. The Company holds 55% of its equity interest.
INFORMATION RELATING TO DATANG HUNAN BRANCH
Datang Hunan Branch is a branch established by CDC in Changsha City, Hunan
Province. Its main scope of businesses includes power generation; generation,
supply and sale of thermal power; repair, testing, operation maintenance,
manufacture and sale of power equipment and facilities; engineering and
technology research and testing; energy development, and so forth.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"A Share(s)" the domestic ordinary share(s) of the Company with a
nominal value of RMB1.00 each and are listed on the
Shanghai Stock Exchange
"Agreements" the Compensation Agreement on the Acquisition by
Lvsigang of Shut-down Capacity Indices; and the
Framework Agreement on the Transfer of Shut-down
Capacity Indices in Hunan
"Board" the board of Directors of the Company
"CDC" China Datang Corporation, a State-owned enterprise
established under the laws of the PRC and is a
controlling Shareholder of the Company, which
together with its subsidiaries, owns approximately
36.07% 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
"Compensation the compensation agreement on the acquisition of
Agreement on the shut-down capacity indices entered into on 28 April
Acquisition by 2011 between the Company and Lvsigang Power
Lvsigang of Generation Company
Shut-down Capacity
Indices"
"Connected Person" has the meaning ascribed to it in the Listing Rules
"Connected has the meaning ascribed to it in the Listing Rules
Transactions"
"Datang Hunan Hunan Branch of China Datang Corporation
Branch"
"Directors" the director(s) of the Company
"Group" the Company and its subsidiaries from time to tome
"H Share(s)" the overseas listed foreign shares of the Company
with a nominal value of RMB1.00 each, which are
listed on the Stock Exchange and the London Stock
Exchange
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange
"London Stock The London Stock Exchange Limited
Exchange"
"Lvsigang Power Jiangsu Datang International Lvsigang Power
Generation Company" Generation Company Limited
"NDRC" National Development and Reform Commission
"NELGO" National Energy Leading Group Office
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Shareholder(s)" the holder(s) of the Share(s)
"Shares" the ordinary shares of the Company with a nominal
value of RMB1.00 each, comprising domestic Shares and
H Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Framework the framework agreement on the transfer of shut-down
Agreement on the capacity indices entered into on 28 April 2011
Transfer of between the Company and Datang Hunan Branch
Shut-down Capacity
Indices in Hunan"
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 28 April 2011
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, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li
Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors