Continuing 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: 991)
ANNOUNCEMENT
CONTINUING CONNECTED TRANSACTIONS
The Company is pleased to announcement that on 22 March 2011, the Company
entered into the 2011 Supplemental Agreement to the Ash Disposal Agreement with
CDC, pursuant to which, CDC agreed to provide disposal service for the ashes
generated by all power plants which are wholly-owned, operated and managed by
the Company. The annual caps for ash disposal fees payable to CDC by the
Company for each of the three years ending 31 December 2013 is RMB57,890,000.
The 2011 Supplemental Agreement to the Ash Disposal Agreement is effective for
a term commencing from the date of the agreement and expiring on 31 December
2013.
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 is a
connected person of the Company under Chapter 14A of the Listing Rules, and the
entering into the 2011 Supplemental Agreement to the Ash Disposal Agreement
constitutes continuing 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) in respect of the 2011 Supplemental Agreement to the Ash
Disposal Agreement is more than 0.1% but less than 5%, such continuing
connected transactions are only subject to the reporting and announcement
requirements under Chapter 14A of the Listing Rules and are exempt from the
approval by the independent shareholders of the Company under Chapter 14A of
the Listing Rules.
BACKGROUND
The Company entered into the Ash Disposal Agreement with NCPGC on 5 August
1996. On 16 March 2004, the Company, CDC and NCPGC entered into the Variation
Agreement to the Ash Disposal Agreement, pursuant to which NCPGC transferred
all its rights and obligations under the Ash Disposal Agreement to CDC. The Ash
Disposal Agreement (as revised by the Variation Agreement to the Ash Disposal
Agreement) provided that CDC was responsible for disposing of all the ashes
generated by the power plants of the Company in accordance with the PRC's
national and local environmental protection requirements and industry policies.
The Company and CDC renewed the Supplemental Agreement to the Ash Disposal
Agreement for a term of 3 years in 2005 and 2008, respectively. Since the 2008
Supplemental Agreement to the Ash Disposal Agreement will expire on 21 August
2011 and that the ash yards owned by CDC are located in the vicinity of the
power plants owned and managed by the Company, and also with an aim to reduce
operating costs and enhance overall benefits of the Company, the Company
entered into the 2011 Supplemental Agreement to the Ash Disposal Agreement with
CDC on 22 March 2011 in order to continue to engage CDC to provide ash-disposal
services to the power plants of the Company.
THE 2011 SUPPLEMENTAL AGREEMENT TO THE ASH DISPOSAL AGREEMENT
Date
22 March 2011
Parties
(i) the Company; and
(ii) CDC.
Subject Matter
The scope of the services to be provided by CDC pursuant to the 2011
Supplemental Agreement to the Ash Disposal Agreement remains unchanged under
the Ash Disposal Agreement. CDC will continue to be responsible for disposing
of all ashes generated by the power plants which are wholly-owned, operated and
managed by the Company in accordance with PRC national and local environmental
protection requirements and industry policies.
Term
The 2011 Supplemental Agreement to the Ash Disposal Agreement is effective for
a term commencing from the date of the agreement and expiring on 31 December
2013.
Pricing
The Company and CDC will continue to agree annually on the unit ash disposal
fee, which shall reflect CDC's estimated operating costs, depreciation of its
ash yards, amortisation charges for the construction of the ash yards and a
profit margin (to be confirmed annually by the Company and CDC based on arm's
length negotiations between the Company and CDC), ranging between 5% to 10% of
CDC's costs. The ash disposal fees will continue to be determined between the
Company and CDC based on the actual volume of ashes disposed of by CDC every
month at the agreed unit ash disposal fee, and payable by the Company in cash
to CDC on an annual basis. The ash disposal fees levied by CDC under the 2011
Supplemental Agreement to the Ash Disposal Agreement from the Company are no
less favourable to the Company than terms available from other independent
third parties.
Annual Caps
The maximum annual ash disposal fees payable to CDC by the Company for each of
the three years ending 31 December 2013 under the 2011 Supplemental Agreement
to the Ash Disposal Agreement is RMB57,890,000, which have been determined with
reference to the historical transaction amounts in relation to the provision of
ash disposal services by CDC to the Company in the past three years, which
amounted to RMB57,890,000, RMB57,890,000 and RMB57,890,000, for the years ended
31 December 2008, 31 December 2009 and 31 December 2010, respectively.
During the period from 1 January 2011 to the date of the 2011 Supplemental
Agreement to the Ash Disposal Agreement, the Company has made a provision for
ash disposal charges under the 2008 Supplemental Agreement to the Ash Disposal
Agreement amounting to RMB14,470,000, which has not yet been paid by the
Company as at the date of this announcement.
INFORMATION RELATING TO THE PARTIES TO THE 2011 SUPPLEMENTAL AGREEMENT TO THE
ASH DISPOSAL AGREEMENT
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. The
Group's main service areas are in the PRC.
CDC is a state-owned enterprise. Its scope of operations includes the
development, investment, construction, operation and management of power
energy; organisation of power (thermal) production and sales; as well as power
technology development and consultation.
REASONS FOR AND BENEFITS OF ENTERING INTO THE 2011 SUPPLEMENTAL AGREEMENT TO
THE ASH DISPOSAL AGREEMENT
Since the ash yards owned by CDC are located in the vicinity of the power
plants owned and managed by the Company, the entering into of the 2011
Supplemental Agreement to the Ash Disposal Agreement will enable the Company to
continue to use CDC's ash yards and engage CDC to provide ash disposal services
to the power plants of the Company, thereby lowering the operating costs of the
Company and enhancing the overall benefits of the Company.
The Directors (including the independent non-executive Directors) are of the
view that the continuing connected transactions under the 2011 Supplemental
Agreement to the Ash Disposal Agreement are conducted in the ordinary and usual
course of business of the Company, are fair and reasonable and are in the
interest of the Company and the shareholders as a whole.
CONTINUING CONNECTED TRANSACTIONS
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 is a
connected person of the Company under Chapter 14A of the Listing Rules, and the
entering into the 2011 Supplemental Agreement to the Ash Disposal Agreement
constitutes continuing 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 2011 Supplemental Agreement to the Ash Disposal Agreement
is more than 0.1% but less than 5%, such continuing connected transactions are
only subject to the reporting and announcement requirements under Chapter 14A
of the Listing Rules and are exempt from the approval by the independent
shareholders of the Company under Chapter 14A of the Listing Rules.
BOARD'S APPROVAL
The 2011 Supplemental Agreement to the Ash Disposal Agreement 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 2011 Supplemental Agreement to
the Ash Disposal Agreement.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below
unless the context otherwise requires:
"2008 Supplemental the further supplemental agreement entered into
Agreement to the Ash between the Company and CDC on 22 August 2008 in
Disposal Agreement" relation to the Ash Disposal Agreement with a term
of three years expiring on 21 August 2011, details
of which please refer to the announcement of the
Company dated 25 August 2008
"2011 Supplemental the further supplemental agreement entered into
Agreement to the Ash between the Company and CDC on 22 March 2011 in
Disposal Agreement" relation to the Ash Disposal Agreement with a term
commencing from the date of the agreement and
expiring on 31 December 2013
"Ash Disposal Agreement" the agreement entered into between the Company and
NCPGC on 5 August 1996, as amended by the
Variation Agreement to the Ash Disposal Agreement,
in relation to the disposal of all ashes generated
by the power plants of the Company by CDC in
accordance with the PRC national and local
environmental protection requirements and industry
policies
"Board" the board of Directors
"CDC" China Datang Corporation is a state-owned
enterprise established under the laws of the PRC
and a controlling Shareholder of the Company. CDC
and its subsidiaries hold a total of
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
"Director(s)" the director(s) of the Company
"Listing Rules" The Rules Governing the Listing of Securities on
the Stock Exchange
"NCPGC" North China Power Group Company (formerly known
as North China Grid Company Limited), is a
State-owned enterprise established in 1993 and
currently managed by the State Grid Corporation,
which is in turn managed by the central
government of the PRC
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Variation Agreement to the agreement entered into among the Company,
the Ash Disposal NCPGC and CDC on 16 March 2004, pursuant to which
Agreement" NCPGC transferred all its rights and obligations
under the Ash Disposal Agreement to CDC. That is,
CDC was responsible for disposing of all ashes
generated by the power plants of the Company in
accordance with the PRC national and local
environmental protection requirements and industry
policies
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