Continuing Connected Transactions
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: 991)
ANNOUNCEMENT
CONTINUING CONNECTED TRANSACTIONS
The Board is pleased to announce that on 22 March 2011, the Company entered
into the Framework Agreement for Centralised Materials Purchase with China
Water Resources and Power, a subsidiary of CDC, in connection with the
centralised purchase of equipment, production spare parts and bulk consumable
materials required for technological renovation projects.
As at the date of this announcement, CDC and its subsidiaries hold a total of
approximately 36.07% of the issued share capital of the Company. CDC holds
approximately 70.72% interest in the issued share capital of China Water
Resources and Power and accordingly China Water Resources and Power is a
connected person of the Company under Chapter 14A of the Listing Rules. The
transactions contemplated under the Framework Agreement for Centralised
Materials Purchase constitutes 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 Centralised Materials Purchase is
more than 0.1% but less than 5%, such continuing connected transactions are
only subject to the reporting and announcement requirements under Rules 14A.45
to 14A.47 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 order to regulate and enhance the management of purchase of production
materials and to leverage bulk purchase advantages, the Company and China Water
Resources and Power entered into the Framework Agreement for Centralised
Materials Purchase on 22 March 2011 to centralise the purchase of production
materials so as to enhance quality of purchase and lower purchase costs,
thereby enhancing the profitability of the Company.
FRAMEWORK AGREEMENT FOR CENTRALISED MATERIALS PURCHASE
Date
22 March 2011
Parties
(i) The Company; and
(ii) China Water Resources and Power.
Subject Matter
Pursuant to the Framework Agreement for Centralised Materials Purchase, the
Company agreed that it and/or its subsidiaries shall make centralised purchase
of production materials required for technological renovation projects,
including equipment, production spare parts and large consumable materials,
through China Water Resources and Power from other third parties suppliers.
Pursuant to the agreement under the Framework Agreement for Centralised
Materials Purchase, the Company expects that the price of such production
materials to be purchased through China Water Resources and Power shall not be
higher than the average market price of such production materials.
The Company, its subsidiaries and China Water Resources and Power will enter
into individual purchase orders setting out specific terms including the
details of the production materials to be ordered, the price, the payment terms
and schedules, but such terms shall be consistent with the principles and the
terms of the Framework Agreement for Centralised Materials Purchase.
Term
The Framework Agreement for Centralised Materials Purchase is for a term of
three years commencing from 1 January 2011 and ending on 31 December 2013.
The Company confirms that the transaction amounts under the Framework Agreement
for Centralised Materials Purchase for the period from 1 January 2011 to the
date of this announcement did not reach the de minimis threshold under Chapter
14A of the Listing Rules.
Fee Standard and Calculation
During the course of centralised purchase, China Water Resources and Power is
responsible for the coordination of tenders invitation, contract signing and
the implementation thereafter (including agents for importing equipment and
fees for customs clearance), examination of arrival goods, claims submission,
partial payment in advance and management of suppliers. As such, China Water
Resources and Power will collect a management service fee (the relevant fee is
equivalent to 3% to 5% of the purchase amount on the purchase order). Such
management service fee is determined after arm's length negotiation between the
parties taking into account that the relevant management service fee to be
collected shall not be higher than the management service fee to be charged for
the provision of similar services to other companies including independent
third parties or 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's
subsidiaries.
Historical Figures
The Company carried out similar transactions with China Water Resources and
Power in 2009 and 2010. The transaction amount, under the Framework Agreement
for Centralised Materials Purchase for 2009 and 2010 were approximately RMB240
million and RMB150 million, respectively.
Annual Cap
The continuing connected transactions contemplated under the Framework
Agreement for Centralised Materials Purchase are subject to the annual cap of
RMB200 million (including the purchase costs for the production materials and
the management service fees payable to China Water Resources and Power) for
each of the three years ending on 31 December 2013.
The above annual cap was determined with reference to or taking into account
of: (i) the anticipated demand of the production materials required for the
equipment technological renovation plan of the Company and its subsidiaries in
accordance with the energy saving and environmental protection requirements in
the PRC; (ii) the usual maintenance program of the current production equipment
of the Company and its subsidiaries; and (iii) the production materials
required to be consumed by the Company and its subsidiaries for the normal
operation of the equipment concerned on a yearly basis for each of the three
years ending 2013.
INFORMATION OF PARTIES RELATING TO THE FRAMEWORK AGREEMENT FOR CENTRALISED
MATERIALS PURCHASE
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.
With a registered capital of RMB473 million, China Water Resources and Power is
a subsidiary of CDC which holds approximately 70.72% interest in the issued
share capital of China Water Resources and Power. Its core business includes
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
CENTRALISED MATERIALS PURCHASE
After taking into account the necessity of lowering purchase costs and
successful completion of the Company's production materials purchase tasks
during the year, the Company entered into the Framework Agreement for
Centralised Materials Purchase to leverage on the role of China Water Resources
and Power as a professional institution in sourcing production materials to
leverage the bulk purchase advantage, enhance purchase quality and lower
purchase costs, thereby enhancing 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
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.
CONTINUING CONNECTED TRANSACTION
As at the date of this announcement, CDC and its subsidiaries hold a total of
approximately 36.07% of the issued share capital of the Company. CDC holds
approximately 70.72% interest in the issued share capital of China Water
Resources and Power and accordingly, China Water Resources and Power is a
connected person of the Company under Chapter 14A of the Listing Rules.
Accordingly, the transactions contemplated under the Framework Agreement for
Centralised Materials Purchase constitutes 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 Centralised Materials Purchase is
more than 0.1% but less than 5%, such transactions are only subject to the
reporting and announcement requirements under Rules 14A.45 to 14A.47 of the
Listing Rules and does not require the approval by the independent shareholders
of the Company under Chapter 14A of the Listing Rules.
BOARD'S APPROVAL
The Framework Agreement for Centralised Materials Purchase was considered and
approved by the Board on 22 March 2011. Mr. Liu Shunda, Mr. Hu Shengmu and Mr.
Fang Qinghai, Directors who have material interests in the transaction (by
virtue of being the principal management staff of CDC) have abstained from
voting at the Board meeting for approval of the Framework Agreement for
Centralised Materials Purchase.
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. CDC and its subsidiaries own
approximately 36.07% 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 centralised materials
for Centralised purchase entered into between the Company and
Materials Purchase" China Water Resources and Power on 22 March 2011
"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, 22 March 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