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: 00991)
ANNOUNCEMENT
CONTINUING CONNECTED TRANSACTIONS
CCT Agreements
In 2011, certain subsidiaries of the Company entered into the CCT Agreements with
certain subsidiaries and power plants of CDC to carry out the following day-to-day
continuing connected transactions:
1. Purchase of coal from a subsidiary of CDC by a subsidiary of the Company
In 2011, Liancheng Power Generation Company entered into the Gansu Purchase and
Sale of Coal Contract with Gansu Fuel Co., pursuant to which Liancheng Power
Generation Company agreed to purchase coal from Gansu Fuel Company during the
term of the Gansu Purchase and Sale of Coal Contract. As at December 2011, the
total transaction amount was approximately RMB142.199 million.
2. Sale of coal to certain subsidiaries and power plant of CDC by certain
subsidiaries of the Company
In 2011, Xilinhaote Mining Co. entered into the Purchase and Sale of Coal
Contract with each of Coal Sales Co. and Changshan Thermal Power Plant, pursuant
to which Xilinhaote Mining Co. agreed to sell coal to each of Coal Sales Co. and
Changshan Thermal Power Plant during the term of the Purchase and Sale of Coal
Contract. As at December 2011, the total transaction amount was approximately
RMB178.17 million.
In 2011, Beijing Datang Fuel Co. entered into the Coal Supply and Demand
Contract with Electric Power Fuel Co., pursuant to which Beijing Datang Fuel Co.
agreed to supply coal to Electric Power Fuel Co. during the term of the Coal
Supply and Demand Contract. As at December 2011, the total transaction amount
was approximately RMB36.81 million.
In 2011, the total transaction amount for the sale of coal to the above
subsidiaries and power plant of CDC by the subsidiaries of the Company under the
Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract was
approximately RMB214.980 million.
3. Appointment of a subsidiary of the Company by certain subsidiary and power plant
of CDC to carry out power generation work
In 2011, Lvsigang Power Generation Company entered into the Monthly Alternative
Power Generation Agreement with each of Nanjing Power Plant and Xutang Power
Generation Company, pursuant to which Nanjing Power Plant and Xutang Power
Generation Company agreed to appoint Lvsigang Power Generation Company to carry
out monthly power generation work on their behalf in the Jiangsu Province of the
PRC during the term of the Monthly Alternative Power Generation Agreement. As at
December 2011, the total transaction amount was approximately RMB91.493 million.
Continuing Connected Transactions
As at the relevant dates of the CCT Agreements, CDC was the controlling shareholder
of the Company, which together with its subsidiaries held approximately 34.71% of the
issued share capital of the Company. Since Gansu Fuel Co., Coal Sales Co., Electric
Power Fuel Co. and Xutang Power Generation Company are subsidiaries of CDC, Nanjing
Power Plant is a wholly-owned power plant of CDC and Changshan Thermal Power Plant is
a wholly-owned power plant of Jilin Power Generation Company Limited., a wholly-owned
subsidiary of CDC, such companies and power plants are therefore connected persons of
the Company according to Chapter 14A of the Listing Rules. The transactions under the
CCT Agreements 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 aggregated transaction amount of Gansu Purchase and
Sale of Coal Contract, the aggregated transaction amount under the Purchase and Sale
of Coal Contract and the Coal Supply and Demand Contract and the aggregated
transaction amount under the Monthly Alternative Power Generation Agreement are lower
than 5%, the Gansu Purchase and Sale of Coal Contract, the Purchase and Sale of Coal
Contract, the Coal Supply and Demand Contract and the Monthly Alternative Power
Generation Agreement and the transactions contemplated thereunder are only subject to
the annual review, 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.
Pursuant to Rules 14A.25 to 14A.27 of the Listing Rules, each of the aggregated
transaction amount of coal purchases under the Gansu Purchase and Sale of Coal
Contract in about April 2011, the aggregated transaction amount of coal sales under
the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract in
about October 2011 and the aggregated transaction amount of alternative power
generation under the Monthly Alternative Power Generation Agreement in about October
2011 has exceeded the de minimis threshold under Chapter 14A of the Listing Rules.
The Company made supplemental disclosure of the CCT Agreements in this announcement
in order to re-comply with the relevant reporting and announcement requirements under
Chapter 14A of the Listing Rules.
A. PURCHASE OF COAL FROM A SUBSIDIARY OF CDC BY A SUBSIDIARY OF THE COMPANY
Gansu Purchase and Sale of Coal Contract
Date: various dates in 2011
Parties: Liancheng Power Generation Company and Gansu Fuel Co.
Major terms:
In 2011, the parties entered into a number of Gansu Purchase and Sale of Coal
Contract and the terms of which are materially the same, the major terms of
which are summarized as follows:
(1) Subject matter: Liancheng Power Generation Company agreed to purchase coal
from Gansu Fuel Co. during the relevant term of the agreement.
(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 the prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by the parties according
to the settlement invoice which were confirmed by both parties.
(4) Term: Commencing from the respective date of the contract to 31 December
2011.
The total transaction amount under the Gansu Purchase and Sale of Coal Contract
for the year ended 31 December 2011 was approximately RMB142.199 million.
Historical transaction amounts
The transaction amount for the purchase of coal from the subsidiaries of CDC by
the subsidiaries of the Company for the year ended 31 December 2010 amounted to
approximately RMB25,760,000. The subsidiaries of the Company did not purchase
any coal from the subsidiaries of CDC for the two years ended 31 December 2008
and 31 December 2009.
Reasons for and Benefits of Entering into the Gansu Purchase and Sale of Coal
Contract
Liancheng Power Generation Company is a coal-fired power generation company
located in the area of Liancheng, Gansu Province. The area does not have
sufficient coal resources, therefore leading to a significant imbalance in the
supply and demand of thermal coal. Gansu Fuel Co. is a company specialized in
coal business and has certain coal resources and rail transport organizational
capability; in particular, its advantages in organizing resources in the
Xinjiang Autonomous Region are apparent. The purchase of coal from Gansu Fuel
Co. by Liancheng Power Generation Company is able to relieve the tension in coal
supply, extend the region for thermal power purchase, and ensure normal power
generation and production.
The Company considers that the relevant terms of the Gansu Purchase and Sale of
Coal Contract are fair, reasonable and in the interests of the Company and its
shareholders as a whole.
B. SALE OF COAL TO CERTAIN SUBSIDIARIES AND POWER PLANT OF CDC BY CERTAIN
SUBSIDIARIES OF THE COMPANY
Purchase and Sale of Coal Contract
Date: various dates in 2011
Parties: Xilinhaote Mining Co., Coal Sales Co. and Changshan Thermal Power Plant
Major terms:
In 2011, the parties entered into a number of Purchase and Sale of Coal Contract
and the terms of which are materially the same, the major terms of which are
summarized as follows:
(1) Subject matter: Xilinhaote Mining Co. agreed to supply coal to each of Coal
Sales Co. and Changshan Thermal Power Plant during the relevant term of
the contract.
(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 the prevailing market conditions.
(3) Settlement and payment: Settlement of consideration shall be made by the
parties within the 1st to 10th day of each month according to the
statement and settlement invoice which were signed and confirmed by the
parties.
(4) Term: Commencing from the respective date of the contract to 31 December
2011.
The total transaction amount under the Purchase and Sale of Coal Contract for
the year ended 31 December 2011 was approximately RMB178.17 million.
Coal Supply and Demand Contract
Date: various dates in 2011
Parties: Beijing Datang Fuel Co. and Electric Power Fuel Co.
Major terms:
In 2011, the parties entered into a number of Coal Supply and Demand Contract
and the terms of which are materially the same, the major terms of which are
summarized as follows:
(1) Subject matter: Beijing Datang Fuel Co. agreed to supply coal to Electric
Power Fuel Co. during the relevant term of the contract.
(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 the prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by the parties according
to the settlement invoice which were confirmed by the parties.
(4) Term: Commencing from the respective date of the contract to 31 December
2011.
The total transaction amount under the Coal Supply and Demand Contract for the
year ended 31 December 2011 was approximately RMB36.81 million.
In 2011, the total transaction amount for the sale of coal under the Purchase
and Sale of Coal Contract and the Coal Supply and Demand Contract for the year
ended 31 December 2011 was approximately RMB214.980 million.
Historical transaction amounts
The transaction amount for the sale of coal to the subsidiaries and power
plant(s) of CDC by the subsidiaries of the Company for the three years ended 31
December 2008, 31 December 2009 and 31 December 2010 amounted to approximately
RMB100,000,000, nil and RMB4,880,000, respectively.
Reasons for and Benefits of Entering into the Purchase and Sale of Coal Contract
and the Coal Supply and Demand Contract
Shengli Open-pit Coal Mine East Unit 2 of Xilinhaote Mining Co. primarily
supplies coal to the Duolun Coal Chemical Project and the Keqi Coal-based Gas
Project of the Company for chemical production. At present, the scale of the
coal chemical project is not large enough to consume all of the coal produced by
Shengli Coal Mine East Unit 2. The excess quantity needs to be sold in the
market as external sales. Coal Sales Co. is a specialized coal sales company
with certain advantages in transport arrangements and customer and market
resources. Changshan Thermal Power Plant is a coal-fired thermal power plant.
The sale of coal to Coal Sales Co. and Changshan Thermal Power Plant by
Xilinhaote Mining Co. could enable Xilinhaote Mining Co. to concentrate on
engaging in rational coal production to reduce the cost of sales and to optimize
its operating results.
Beijing Datang Fuel Company is a company specialized in coal trading business.
Its imported coal business has been developing rapidly in recent years. It has
certain advantages in the aspects of resources, suppliers and prices. The
company itself has the need to explore the domestic market. Electric Power Fuel
Co. is also a specialized company engaged in the sales of coal. It has certain
advantages in transportation organization and customer resources in the market.
The cooperation between the parties can optimize the operating results of the
Company, lead to the complementation of their advantages, thereby achieving a
win-win situation.
The Company considers that the relevant terms of the Purchase and Sale of Coal
Contract and the Coal Supply and Demand Contract are fair, reasonable and in the
interests of the Company and its shareholders as a whole.
C. APPOINTMENT OF A SUBSIDIARY OF THE COMPANY BY CERTAIN SUBSIDARY AND POWER PLANT
OF CDC TO CARRY OUT POWER GENERATION WORK
Monthly Alternative Power Generation Agreement
Date: various dates in 2011
Parties: Lvsigang Power Generation Company, Nanjing Power Plant and Xutang Power Generation Company
Major terms:
In 2011, the parties entered into a number of Monthly Alternative Power
Generation Agreement and the terms of which are materially the same, the major
terms of which are summarized as follows:
(1) In accordance with the relevant rules for alternative power generation
transactions of Jiangsu Province, each of Nanjing Power Plant and Xutang
Power Generation Company agreed to appoint Lvsigang Power Generation
Company to carry out monthly power generation work on their behalf in the
Jiangsu Province of the PRC during the term of the agreement.
(2) The tariffs shall be settled by Nanjing Power Plant and Xutang Power
Generation Company to Lvsigang Power Generation Company according to the
on-grid tariffs and the quantity of on-grid power generation as approved
by the government.
The total transaction amount under the Monthly Alternative Power Generation
Agreement for the year ended 31 December 2011 was approximately RMB91.493
million.
Historical transaction amounts
The subsidiaries and power plant(s) of CDC did not appoint any subsidiaries of
the Company to carry out power generation on their behalf for the three years
ended 31 December 2008, 31 December 2009 and 31 December 2010.
Reasons for and Benefits of Entering into the Monthly Alternative Power
Generation Agreement
Pursuant to the relevant national energy conversation and emission reduction
policies as well as the relevant regulations on alternative power generation,
Nanjing Power Generation Plant and Xutang Power Generation Company appointed
Lvsigang Power Generation Company to carry out monthly power generation work on
their behalf in Jiangsu Province of the PRC. The parties took into account the
actual changes in the market conditions and the operational status of the
generating units, and this arrangement was realized through the centralized
coordination of the alternative power generation transaction management platform
of the power grid companies. The Company is of the view that provided that safe
production is assured, the transactions contemplated under the Monthly
Alternative Power Generation Agreement are able to fully utilize the planned
generation target of the shut-down generating units of Nanjing Power Generation
Plant and Xutang Power Generation Company since the power generation index of
such shut-down generating units will be transferred to Lvsigang Power Generation
Company to conduct the transactions. Lvsigang Power Generation Company will be
able to more fully utilize its large generating units and the advantages in
utilizing large generating units with high efficiency, low energy consumption
and low emissions discharge can be better achieved.
Considering the increases in revenues to be obtained by the Group by conducting
the transactions and the advantages of relatively lower operating costs of large
generating units, the profit margins of the Group are expected to improve. The
relevant transactions are able to achieve the purpose of a win-win situation for
all parties, and are in the interests of the Company's shareholders and the
interests of the parties to the transaction as a whole.
The Company considers that the relevant terms of the Monthly Alternative Power
Generation Agreements are fair, reasonable and in the interests of the Company
and its shareholders as a whole.
D. LISTING RULES IMPLICATIONS FOR THE CCT AGREEMENTS
As at the relevant dates of the CCT Agreements, CDC was the controlling
shareholder of the Company, which together with its subsidiaries held
approximately 34.71% of the issued share capital of the Company. Since Gansu
Fuel Co., Coal Sales Co., Electric Power Fuel Co. and Xutang Power Generation
Company are subsidiaries of CDC, Nanjing Power Plant is a wholly-owned power
plant of CDC and Changshan Thermal Power Plant is a wholly-owned power plant of
Jilin Power Generation Company Limited., a wholly-owned subsidiary of CDC, such
companies and power plants are therefore connected persons of the Company
according to Chapter 14A of the Listing Rules. The transactions under the CCT
Agreements 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 Gansu Purchase and Sale of Coal Contract,
the aggregated transaction amount under the Purchase and Sale of Coal Contract
and the Coal Supply and Demand Contract and the aggregated transaction amount
under the Monthly Alternative Power Generation Agreement are lower than 5%, the
Gansu Purchase and Sale of Coal Contract, the Purchase and Sale of Coal Contract,
the Coal Supply and Demand Contract and the Monthly Alternative Power Generation
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 under the
above CCT Agreements.
Pursuant to Rules 14A.25 to 14A.27 of the Listing Rules, each of the aggregated
transaction amount of coal purchases under the Gansu Purchase and Sale of Coal
Contract in about April 2011, the aggregated transaction amount of coal sales
under the Purchase and Sale of Coal Contract and the Coal Supply and Demand
Contract in about October 2011 and the aggregated transaction amount of
alternative power generation under the Monthly Alternative Power Generation
Agreement in about October 2011 has exceeded the de minimis threshold under
Chapter 14A of the Listing Rules. The Company made supplemental disclosure of
the CCT Agreements in this announcement in order to re-comply with the relevant
reporting and announcement requirements under Chapter 14A of the Listing Rules.
E. INFORMATION ON THE PARTIES TO THE CCT 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, with
its main service areas located in the PRC.
2. Liancheng Power Generation Company is a subsidiary of the Company. It was
incorporated in Lanzhou city, Gansu Province on 26 August 2011. It is
mainly responsible for the construction and operation of power plants, the
sale of electricity, power technology consultation, services and integrated
utilization. The Company holds 55% equity interest in Liancheng Power
Generation Company.
3. Gansu Fuel Co. is a subsidiary of China Datang Gansu Power Generation
Company Limited, a wholly-owned subsidiary CDC. It is principally engaged
in the coal, heavy oil, coal sampling, sample production, testing and
specialized technical services.
4. Xilinhaote Mining Co., a subsidiary of the Company. It was incorporated in
Xilinhaote City on 23 August 2007 and is principally responsible for the
development, construction and operation of the Shengli Open-pit Coal Mine
East Unit 2 projects (the annual capacity of phase 1 of the project is 10
million tonnes, and that of phase 2 is 20 million tonnes). The Company
holds 60% equity interest in Xilinhaote Mining Co., while China Datang Coal
Industry Co., Ltd. holds 40% equity interest in Xilinhaote Mining Co.
5. Coal Sales Co. is a wholly-owned subsidiary of China Datang Coal Industry
Co., Ltd., a wholly-owned subsidiary of CDC. It was incorporated in August
2010. It is principally engaged in the sale of coal within the system of
the Group, related technical services, technology development and
investment management.
6. Changshan Thermal Power Plant is a wholly-owned power plant of Jilin Power
Generation Company Limited, a wholly-owned subsidiary of CDC. It was
incorporated in May 1969. Such power plant mainly operates in the areas of
production and sales of electricity and thermal power.
7. Beijing Datang Fuel Co. is a subsidiary of the Company (formerly a
wholly-owned subsidiary of the Company). It was incorporated in December
2006. It is principally engaged in the sale of coal, investment management
and technical services, and is responsible for supplying coal to power
generation enterprises owned by the Company in coastal areas and other
power generation enterprises of the Company. Upon completion of the
relevant procedures for changing the business and commercial registration
of Beijing Datang Fuel Co., the Company will hold 51% equity interest in
Beijing Datang Fuel Co., while Datang Electric Power Fuel Co., Ltd., a
wholly-owned subsidiary of CDC, will hold 49% equity interest in Beijing
Datang Fuel Co.
8. Electric Power Fuel Co. is a wholly-owned subsidiary of CDC. It mainly
operates in the area of electric power fuel trading.
9. Lvsigang Power Generation Company is a subsidiary of the Company. It was
incorporated on 18 September 2003. It mainly operates in the areas of
production and sales of electricity, power technology consultation,
services and integrated utilization. The Company holds 55% equity interest
in Lvsigang Power Generation Company.
10. Nanjing Power Generation Plant is a wholly-owned power plant of CDC. Such
power plant mainly operates in the areas of production and sales of
electricity.
11. Xutang Power Generation Company is a subsidiary of CDC. The company mainly
operates in the areas of production and sales of electricity. CDC Jiangsu
Branch Company holds 51% equity interest in Xutang Power Generation Company.
12. 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:
"Beijing Datang Fuel Company" Beijing Datang Fuel Company Limited, a
subsidiary of the Company, details of
which are set out in the section
entitled "Information on the Parties to
the CCT Agreements"
"Board" the board of Directors
"CCT Agreements" the Gansu Purchase and Sale of Coal
Contract, the Purchase and Sale of Coal
Contract, the Coal Supply and Demand
Contract and the Monthly Alternative
Power Generation Agreement
"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
"Changshan Thermal Power Plant" Datang Changshan Thermal Power Plant, a
wholly-owned power plant of Jilin Power
Generation Company Limited, a
wholly-owned subsidiary of CDC, details
of which are set out in the section
entitled "Information on the Parties to
the CCT Agreements"
"Coal Sales Co." Datang (Beijing) Coal Sales Co., Ltd., a
wholly-owned subsidiary of China Datang
Coal Industry Co., Ltd., a wholly-owned
subsidiary of CDC, details of which are
set out in the section entitled
"Information on the Parties to the CCT
Agreements"
"Coal Supply and Demand Contract" a number of coal supply and demand
contracts entered into between Beijing
Datang Fuel Co. and Electric Power Fuel
Co. during 2011
"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
"Directors" the director(s) of the Company
"Electric Power Fuel Co." Datang Electric Power Fuel Company Ltd,
a wholly-owned subsidiary of CDC,
details of which are set out in the
section entitled "Information on the
Parties to the CCT Agreements"
"Gansu Fuel Co." Gansu Datang Fuel Limited Company Ltd, a
subsidiary of China Datang Gansu Power
Generation Company Limited, a
wholly-owned subsidiary CDC, details of
which are set out in the section
entitled "Information on the Parties to
the CCT Agreements"
"Gansu Purchase and Sale of Coal Contract" a number of purchase and sale of coal
contracts entered into between Liancheng
Power Generation Company and Gansu Fuel
Co. during 2011
"Liancheng Power Generation Company" Gansu Datang International Liancheng
Power Generation Company Ltd, details of
which are set out in the section
entitled "Information on the Parties to
the CCT Agreements"
"Listing Rules" The Rules Governing the Listing of
Securities on The Stock Exchange
"Lvsigang Power Generation Company" Jiangsu Datang International Lvsigang
Power Generation Company Ltd, details of
which are set out in the section
entitled "Information on the Parties to
the CCT Agreements"
"Monthly Alternative Power Generation a number of monthly alternative power
Agreement" generation agreements entered into
between Lvsigang Power Generation
Company, and each of Datang Nanjing Power
Plant and Xutang Power Generation Company
during 2011
"Nanjing Power Generation Plant" Datang Nanjing Power Generation Plant, a
wholly-owned power plant of CDC, details
of which are set out in the section
entitled "Information on the Parties to
the CCT Agreements"
"PRC" the People's Republic of China
"Purchase and Sale of Coal Contract" a number of purchase and sale of coal
contracts entered into between
Xilinhaote Mining Co. and each of Coal
Sales Co. and Changshan Thermal Power
Plant during 2011
"RMB" Renminbi, the lawful currency of the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Xilinhaote Mining Co." Inner Mongolia Datang International
Xilinhaote Mining Company Ltd, details
of which are set out in the section
entitled "Information on the Parties to
the CCT Agreements"
"Xutang Power Generation Company" Jiangsu Xutang Power Generation Company
Ltd is a subsidiary of CDC, details of
which are set out in the section
entitled "Information on the Parties to
the CCT Agreements"
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 28 September 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