Continuing Connected Transaction
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of thisannouncement, 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 thisannouncement.
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
CONTINUING CONNECTED TRANSACTIONS
FRAMEWORK AGREEMENT FOR MATERIALS PURCHASE
The Board is pleased to announce that on 3 June 2013, the Company entered into
the Framework Agreement for Materials Purchase with China Water Resources and
Power, a wholly-owned subsidiary of CDC, in connection with the centralised
purchase of machinery, equipment and materials required for project
construction through China Water Resources and Power.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold a total of
approximately 34.71% of the issued share capital of the Company. As China Water
Resources and Power is a wholly-owned subsidiary of CDC, China Water Resources
and Power is therefore a connected person of the Company under Chapter 14A of
the Listing Rules. The transactions contemplated under the Framework Agreement
for Materials Purchase constitute continuing connected transactions of the
Company.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) of the Framework Agreement for Materials Purchase is more than
0.1% but less than 5%, such transactions are only subject to the reporting and
announcement requirements, but do not require the approval by the independent
shareholders of the Company under Chapter 14A of the Listing Rules.
BACKGROUND
In order to regulate and enhance the management of purchase of project
materials and to leverage bulk purchase advantages, the Company and China Water
Resources and Power, a subsidiary of CDC, entered into the Framework Agreement
for Materials Purchase on 3 June 2013 to centralise the purchase of machinery,
equipment and materials required for project construction so as to enhance
quality of purchase and lower purchase costs, thereby enhancing the
profitability of the Company.
FRAMEWORK AGREEMENT FOR MATERIALS PURCHASE
Date
3 June 2013
Parties
(i) The Company; and
(ii) China Water Resources and Power
Subject Matter
1. China Water Resources and Power agreed to conduct centralised purchase of
machinery, equipment and materials required for project construction in
accordance with the demands of the Company and its subsidiaries for
project construction machinery, equipment and materials. The selling
prices of such project construction machinery, equipment and materials
offered by China Water Resources and Power shall not be higher than the
prevailing average market prices of such project construction machinery,
equipment and materials.
2. According to the actual demands of the Company and its subsidiaries, China
Water Resources and Power will conduct tender of materials purchase in
accordance with relevant law and regulations of the State. The process of
purchase tender conducted by China Water Resources and Power will be under
the supervision of the Company.
3. Pursuant to the tender results, the Company and its subsidiaries will enter
into specific purchase contracts with China Water Resources and Power and
such purchase contracts shall be bound by the terms and principles of the
Framework Agreement for Materials Purchase.
Term
The term of the Framework Agreement for Materials Purchase is from 1 January
2013 to 31 December 2013.
The Company confirms that each of the applicable percentage ratios (as defined
under Rule 14.07 of the Listing Rules) in respect of the transactions amount
under the Framework Agreement for Materials Purchase for the period from 1
January 2013 to the date of this announcement did not exceed the de minimis
threshold set out under Chapter 14A of the Listing Rules.
Fee Standard and Calculation
During the course of centralised purchase, China Water Resources and Power will
be responsible for the coordination of tenders invitation, contract signing and
the implementation thereafter, delivery, check-and-acceptance and claims
submission, etc. As such, China Water Resources and Power will charge a
management service fee (the relevant management fee shall be from 3% to 5% of
the purchase amount on the purchase contracts). Such management service fee is
determined after arm's length negotiation between the parties taking into
account the management service fee to be charged for the provision of similar
services by other independent cooperating service providers. The relevant
management service fee to be charged by China Water Resources and Power shall
not be higher than the fee to be charged by China Water Resources and Power for
the provision of similar services to other independent third parties and CDC.
China Water Resources and Power will issue a value added-tax invoice comprising
the purchase amount and the management service fee to the Company and its
subsidiaries.
Annual Cap
Taking into account the requirement of project construction machinery,
equipment and materials applicable for centralised purchase which are used in
the construction of infrastructure projects of the Company and its subsidiaries
for the year ending 31 December 2013, the continuing connected transactions
contemplated under the Framework Agreement for Materials Purchase are subject
to an annual cap of RMB800 million (including the purchase costs for the
project construction machinery, equipment and materials and the management
service fees payable to China Water Resources and Power) for the year ending 31
December 2013.
Historical Figures
The transaction amount of materials for project construction purchased by the
Company and its subsidiaries from China Water Resources and Power for the year
ended 31 December 2012 was approximately RMB106.299 million.
The Company did not carry out any similar transactions with China Water
Resources and Power in the year ended 31 December 2011.
INFORMATION OF PARTIES RELATING TO THE FRAMEWORK AGREEMENT FOR MATERIALS
PURCHASE
1. The Company was established in December 1994 and 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. The Group's main service areas are in the PRC.
2. CDC was established on 9 March 2003 with registered capital of RMB15.394
billion. It 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.
3. China Water Resources and Power is a wholly-owned subsidiary of CDC which
was established on 6 March 1989. Its core businesses include acting as
agent for tenders invitation and import, pipe supplies, project
consultation, spare parts, equipment supervision, management of project
materials resources, CDM, safety evaluation, and so forth.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT FOR MATERIALS
PURCHASE
After taking into account the necessity for lowering purchase costs and
successful completion of the Company's infrastructure project materials
purchase tasks during the year, the Company entered into the Framework
Agreement for Materials Purchase to leverage on the role of China Water
Resources and Power as a professional institution in sourcing construction
project machinery, equipment and materials, and to leverage on the advantage of
bulk purchasing, in order to enhance purchase quality, lower purchase costs,
and increase the profitability of the Company.
The Directors (including the independent non-executive Directors) are of the
view that the continuing connected transactions under the Framework Agreement
for Materials Purchase are conducted in the ordinary and usual course of
business of the Company, and are fair and reasonable and are in the interest of
the Company and the shareholders as a whole.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold a total of
approximately 34.71% of the issued share capital of the Company. China Water
Resources and Power is a wholly-owned subsidiary of CDC and accordingly is a
connected person of the Company under Chapter 14A of the Listing Rules. The
transactions contemplated under the Framework Agreement for Materials Purchase
constitute continuing connected transactions for the Company.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) of the Framework Agreement for Materials Purchase is more than
0.1% but less than 5%, such transactions are only subject to the reporting and
announcement requirements, but do not require the approval by the independent
shareholders of the Company under Chapter 14A of the Listing Rules.
BOARD'SAPPROVAL
None of the Directors have any material interest in the transaction. Those
connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who
are, or have been, the 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
"CDC" China Datang Corporation, a State-owned enterprise
established under the laws of the PRC and is a
controlling shareholder of the Company pursuant to
the Listing Rules which, together with its
subsidiaries, hold approximately 34.71% of the
issued share capital of the Company as at the date
of this announcement
"China Water Resources China National Water Resources & Electric Power
and Power" Materials & Equipment Corporation
"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
"Director(s)" the director(s) of the Company
"Framework Agreement the framework agreement for materials purchase of
for Materials Purchase" project construction machinery, equipment and
materials entered into between the Company and
China Water Resources and Power dated 3 June 2013
"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
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 3 June 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
END