Continuing Connected Transactions
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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
CONTINUING CONNECTED TRANSACTIONS
ANNUAL SHIPPING FRAMEWORK AGREEMENTS
On 16 July 2013, Shipping Company entered into the Annual Shipping Framework Agreements with Lvsigang Power
Generation Company and Chaozhou Power Generation Company, respectively, to carry out the following
continuing connected transactions:
(1) Shipping Company entered into the Lvsigang Shipping Framework Agreement, pursuant to which Shipping
Company agreed to provide coal transportation service to Lvsigang Power Generation Company with a
maximum aggregate annual transaction amount of approximately RMB154 million for a term of one year
commencing from 1 January 2013 to 31 December 2013.
(2) Shipping Company entered into the Chaozhou Shipping Framework Agreement, pursuant to which Shipping
Company agreed to provide coal transportation service to Chaozhou Power Generation Company with a
maximum aggregate annual transaction amount of approximately RMB198 million for a term of one year
commencing from 1 January 2013 to 31 December 2013.
LISTING RULES IMPLICATIONS
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. Since CDC and
its subsidiaries hold certain equity interests in Lvsigang Power Generation Company and Chaozhou Power
Generation Company, therefore Lvsigang Power Generation Company and Chaozhou Power Generation Company are
connected persons of the Company. The transactions contemplated under the Lvsigang Shipping Framework
Agreement and the Chaozhou Shipping Framework Agreement constitute continuing connected transactions of
the Company.
Since all of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) in respect
of the transaction amounts under each of the Lvsigang Shipping Framework Agreement and the Chaozhou
Shipping Framework Agreement are higher than 0.1% but below 5%, the transactions contemplated under each
of the Lvsigang Shipping Framework Agreement and the Chaozhou Shipping Framework Agreement respectively
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.
ANNUAL SHIPPING FRAMEWORK AGREEMENTS
Lvsigang Shipping Framework Agreement
Date: 16 July 2013
Parties: Shipping Company, Lvsigang Power Generation Company
Chaozhou Shipping Framework Agreement
Date: 16 July 2013
Parties: Shipping Company, Chaozhou Power Generation Company
The terms of Lvsigang Shipping Framework Agreement and the Chaozhou Shipping Framework Agreement are
substantially the same, the major terms of which are as follow:
(1) Subject matter: Shipping Company agreed to provide coal transportation service to Lvsigang Power
Generation Company and Chaozhou Power Generation Company during the term of the agreement.
The parties may, from time to time during the term of the agreement, enter into specific
transportation contracts in respect of the coal transportation services provided by Shipping Company
provided that such specific contracts shall be subject to the terms of the Annual Shipping Framework
Agreements.
(2) Consideration: To be determined in the ordinary course of business on normal commercial terms on the
basis of arm's length negotiation according to prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by the relevant parties in accordance with the
confirmed settlement invoice.
(4) Term: One year, commencing 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 transaction amount under each of the Lvsigang Shipping Framework
Agreement and the Chaozhou Shipping Framework Agreement for the period from 1 January 2013 to the
date of this announcement does not exceed the de minimis threshold under Chapter 14A of the Listing
Rules.
(5) The Annual Shipping Framework Agreements become effective when they are duly signed by all parties.
Annual cap
It is expected that the maximum transaction amount in respect of the Lvsigang Shipping Framework Agreement
for the year ending 31 December 2013 is RMB154 million; and it is expected that the maximum transaction
amount in respect of the Chaozhou Shipping Framework Agreement for the year ending 31 December 2013 is
RMB198 million; such amounts are determined with reference to (i) the anticipated quantity of coal to be
transported by Shipping Company for Lvsigang Power Generation Company and Chaozhou Power Generation
Company for the year ending 31 December 2013; and (ii) the estimated market fee of coal transportation.
Historical transaction amounts
From 1 January 2010 to 31 December 2012, the Shipping Company did not conduct any relevant transaction
with Lvsigang Power Generation Company and Chaozhou Power Generation Company.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ANNUAL SHIPPING FRAMEWORK AGREEMENTS
The provision of fuel transportation service by Shipping Company to Lvsigang Power Generation Company and
Chaozhou Power Generation Company is able to ensure the fuel supply to the coastal power generation
enterprises of the Company since Shipping Company can arrange transportation in a more timely and rapid
manner according to the fuel demand from the power generation enterprises of the Company.
The Directors (including the views of the independent non-executive Directors) are of the view that the
terms of the Annual Shipping Framework Agreements are fair and reasonable, have been entered into after
arm's length negotiation between all parties thereto and determined on normal commercial terms and is in
the interests of the Company and the shareholders as a whole.
INFORMATION ON THE PARTIES TO THE AGREEMENTS
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. The Company's main service areas are in the PRC.
2. Lvsigang Power Generation Company is a subsidiary of the Company. It is currently operating four
660MW coal-fired generating units. The equity holding structure of the company is as follows: 55% of
its equity interest is held by the Company, 35% of its equity interest is held by CDC and 10% of its
equity interest is held by Nantong State-owned Assets Investment Holdings Co., Ltd.
3. Chaozhou Power Generation Company is a subsidiary of the Company. It is currently operating two 600MW
and two 1,000MW coal-fired generating units. The equity holding structure of the company is as follows:
52.5% of its equity interest is held by the Company, 22.5% of its equity interest is held by CDC and
25% of it equity is held by other shareholders.
4. 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; manufacture, 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.
5. Shipping Company is a subsidiary of the Company. It is principally engaged in ordinary freight
transportation along domestic coast, mid to down-stream of the Yangtze River and in the Pearl River
Delta; international freight transportation; vessel leasing, freight agency, freight storage, etc.
The equity holding structure of the company is as follows: 97.54% of its equity interest is held by
the Company and 2.46% of its equity interest is held by other shareholders.
LISTING RULES IMPLICATIONS
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. Since CDC and its
subsidiaries hold certain equity interests in Lvsigang Power Generation Company and Chaozhou Power
Generation Company, therefore Lvsigang Power Generation Company and Chaozhou Power Generation Company are
connected persons of the Company. The transactions contemplated under the Lvsigang Shipping Framework
Agreement and the Chaozhou Shipping Framework Agreement constitute continuing connected transactions of
the Company.
Since all of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) in respect
of the transaction amounts under each of the Lvsigang Shipping Framework Agreement and the Chaozhou
Shipping Framework Agreement are higher than 0.1% but below 5%, the transactions contemplated under each
of the Lvsigang Shipping Framework Agreement and the Chaozhou Shipping Framework Agreement respectively
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.
None of the Directors has material interest in the Annual Shipping Framework Agreements. Those connected
Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, have abstained from voting at the Board
meeting for approval of the relevant transactions 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:
"Annual Shipping Framework Agreements" Lvsigang Shipping Framework Agreement and Chaozhou Shipping
Framework Agreement
"Board" the board of Directors
"CDC" China Datang Corporation, a state-owned enterprise established
under the laws of the PRC and is the controlling shareholder of
the Company which, together with its subsidiaries, own
approximately 34.71% of the issued share capital of the Company
as at the date of this announcement
"Chaozhou Power Generation Company" Guangdong Datang International Chaozhou Power Generation Company
Limited, a subsidiary of the Company, details of which are set
out in the section entitled "Information on the Parties to the
Agreements"
"Chaozhou Shipping Framework Agreement" the framework agreement in relation to transportation business
dated 16 July 2013 entered into between the Shipping Company and
Chaozhou Power Generation Company
"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 meaning ascribed to it under the Listing Rules
"Directors" the director(s) of the Company
"Listing Rules" The Rules Governing the Listing of Securities on The Stock
Exchange
"Lvsigang Power Generation Company" Jiangsu Datang International Lvsigang Power Generation Company
Limited, a subsidiary of the Company, details of which are set
out in the section entitled "Information on the Parties to the
Agreements"
"Lvsigang Shipping Framework Agreement" the framework agreement in relation to transportation business
dated 16 July 2013 entered into between the Shipping Company and
Lvsigang Power Generation Company
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Shipping Company" Jiangsu Datang Shipping Company Limited, a subsidiary of the
Company, details of which are set out in the section entitled
"Information on the Parties to the Agreements"
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 16 July 2013
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Cao Xin,
Cai Shuwen, Li Gengsheng, Dong Heyi*, Ye Yansheng*, Li Hengyuan*,Zhao Jie*,Jiang Guohua*
* Independent non-executive Directors