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: 00991)
ANNOUNCEMENT
CONTINUING CONNECTED TRANSACTIONS
ALTERNATIVE POWER GENERATION FRAMEWORK AGREEMENT
On 27 August 2012, the Company entered into the Alternative Power Generation
Framework Agreement with CDC to conduct transactions relating to substitution
of power generation in Jiangsu, Jingjintang, Tianjin, Hebei and Shanxi regions
of the PRC.
CONTINUING CONNECTED TRANSACTIONS
As at the date of this announcement, CDC is the controlling Shareholder of the
Company, which together with its subsidiaries, hold approximately 34.71% of the
issued share capital of the Company. CDC is therefore a connected person of the
Company under Chapter 14A of the Listing Rules and the transactions
contemplated under the Alternative Power Generation Framework Agreement
constitute continuing connected transactions of the Company.
Since each of the applicable percentage ratios (as defined under Rule 14.07 of
the Listing Rules) in respect of the transactions under the Alternative Power
Generation Framework Agreement is higher than 0.1% but lower than 5%, the
Alternative Power Generation Framework Agreement and the transactions
contemplated thereunder are only subject to the reporting and announcement
requirements, but are exempt from the approval by the independent Shareholders
of the Company under the requirements of Chapter 14A of the Listing Rules.
ALTERNATIVE POWER GENERATION FRAMEWORK AGREEMENT
Date and parties:
CDC entered into the Alternative Power Generation Framework Agreement with the
Company on 27 August 2012.
Major terms:
1. In accordance with the relevant requirements relating to the standards of
substitution of power generation, CDC and its relevant power plants or
subsidiaries agreed to appoint the power generation enterprises of the Company
to substitute the power generation units of CDC and its relevant power plants
or subsidiaries to carry out power generation work in Jiangsu, Jingjintang and
Shanxi regions of the PRC.
2. Pursuant to the requirements under the implementation rules governing the
management of substitution of power generation on the areas located, the
relevant power plants or subsidiaries of CDC and the relevant power plants or
subsidiaries of Company shall, from time to time during the term of Alternative
Power Generation Framework Agreement after making reference to the prevailing
market situation and conducting fair and reasonable arm's length negotiations,
enter into specific alternative power generation agreements with power grid
companies (Note) (or the Commission of Economy and Information Technology of
the Government)to agree the details of the substitution of power generation
transactions such as the time, amount, transaction price and settlement
methods, etc, in respect of the substitution of power generation transactions,
which shall serve as the final basis for conducting transactions relating to
substitution of power generation.
Such specific alternative power generation agreements shall be subject to the
terms of the Alternative Power Generation Framework Agreement.
Note: To the best of the Directors' knowledge, information and belief having
made all reasonable enquiries, the power grid companies and their respective
ultimate beneficial owners are third parties independent of the Company and its
connected persons.
3. Term: Commencing from 1 May 2012 to 31 December 2014.
The Company confirms that each of the applicable percentage ratios (as defined
in Rule 14.07 of the Listing Rules) in respect of the transaction amounts under
the Alternative Power Generation Framework Agreement for the period from 1 May
2012 to the date of this announcement did not exceed the de minimis threshold
set out under Chapter 14A of the Listing Rules.
4. Consideration: the fees with respect to the substitution of power generation
shall be determined by the relevant parties in the ordinary course of business
on normal commercial terms on the basis of arm's length negotiation according
to the prevailing market conditions.
ANNUAL CAP
It is expected that the annual maximum fee receivable by the Company under the
Alternative Power Generation Framework Agreement for each of the three years
ending 31 December 2012, 31 December 2013 and 31 December 2014 will not exceed
RMB800 million, which is determined after taking into account (1) the demand
for power from the market;(2) the operational status of the generating units of
the Group;and (3) the estimated on-grid tariffs.
HISTORICAL TRANSACTION AMOUNTS
The total transaction amount for the transactions relating to substitution of
power generation between CDC and the Company for the year ended 31 December
2011 amounted to approximately RMB91 million.
The Company did not conduct any transaction relating to substitution of power
generation with CDC for the two years ended 31 December 2009 and 31 December
2010.
LISTING RULES IMPLICATIONS FOR THE ALTERNATIVE POWER GENERATION FRAMEWORK
AGREEMENT
As at the date of this announcement, CDC is the controlling Shareholder of the
Company, which together with its subsidiaries, hold approximately 34.71% of the
issued share capital of the Company. CDC is therefore a connected person of the
Company under Chapter 14A of the Listing Rules and the transactions
contemplated under the Alternative Power Generation Framework Agreement
constitute continuing connected transactions of the Company.
Since each of the applicable percentage ratios (as defined under Rule 14.07 of
the Listing Rules) in respect of the transactions under the Alternative Power
Generation Framework Agreement is higher than 0.1% but lower than 5%, the
Alternative Power Generation Framework Agreement and the transactions
contemplated thereunder are only subject to the reporting and announcement
requirements, but are exempt from the approval by the independent Shareholders
of the Company under the requirements of Chapter 14A of the Listing Rules.
None of the Directors have any material interest in the transactions. Those
connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are
the principal management staff of CDC, have abstained from voting on the
approval of relevant transactions at the Board meeting in accordance with the
requirements of the listing rules of the Shanghai stock exchange.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ALTERNATIVE POWER GENERATION
FRAMEWORK AGREEMENT
Pursuant to the relevant national energy conservation and emissions reduction
policies as well as the relevant regulations on substitution of power
generation, the respective power plants or the subsidiaries of the Company and
CDC take into account the actual changes in the market condition and the
operational status of the generating units when determining the amount and
other details of substitution of power generation for each year in accordance
with the implementation rules governing substitution of power generation on the
area where such power plants or subsidiaries are located. Through the
centralized coordination carried out by various regional government agencies or
the management platform of power grid companies governing transaction in
substitution of power generation, the relevant power plants or subsidiaries of
the Company and the relevant power plants or subsidiaries of CDC will enter
into specific alternative power generation agreements with power grid companies
(or the Commission of Economy and Information Technology of the Government) for
conducting transactions in substitution of power generation.
The Company is of the view that provided that safe production is assured, the
transactions contemplated under the Alternative Power Generation Framework
Agreement between the relevant power plants or subsidiaries of the Company and
the relevant power plants or subsidiaries of CDC are able to fully utilize the
planned generation target of the shut-down generating units, and that the
advantages in large generating units with high efficiency, low energy
consumption and low emissions discharge can be fully utilized to improve the
Company's profit margins. The relevant transactions are able to achieve the
purpose of a win-win situation for both parties, and are in the interests of
the Company's Shareholders and the interests of the parties to the transaction
as a whole.
The Directors (including the independent non-executive Directors) are of the
view that the relevant terms of the Alternative Power Generation Framework
Agreement are fair, reasonable and in the interests of the Company and its
Shareholders as a whole.
INFORMATION OF THE PARTIES
1. 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 located 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, organization 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.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Board" the board of Directors of the Company
"CDC" China Datang Corporation, a state-owned enterprise
established under the laws of the PRC and a
controlling Shareholder of the Company pursuant to
the Listing Rules
"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
"connected person(s)" has the meanings prescribed to it under the Listing
Rules
"connected transaction has the meanings prescribed to it under the Listing
(s)" Rules
"Directors" the director(s) of the Company
"Alternative Power the alternative power generation framework agreement
Generation Framework dated 27 August 2012 entered into between the
Agreement" Company and CDC
"Group" the Company and its subsidiaries
"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
"Shareholder(s)" the shareholder(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 27 August 2012
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