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
COAL PURCHASE FRAMEWORK AGREEMENT
On 13 June 2012, Yuncheng Power Generation Company entered into the Coal
Purchase Framework Agreement with each of Datang Fuel Company and Datang
Shaanxi Fuel Company, respectively, pursuant to which Yuncheng Power
Generation Company agreed to purchase coal for production purposes from Datang
Fuel Company and Datang Shaanxi Fuel Company, respectively, for the year
ending 31 December 2012.
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. Since Datang Fuel Company and Datang
Shaanxi Fuel Company are subsidiaries of CDC, Datang Fuel Company and Datang
Shaanxi Fuel Company are therefore connected persons of the Company under
Chapter 14A of the Listing Rules. The entering into the Coal Purchase Framework
Agreement and the transactions contemplated thereunder 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 under the
Coal Purchase Framework Agreement is higher than 0.1% but lower than 5%, the
Coal Purchase 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.
COAL PURCHASE FRAMEWORK AGREEMENT
Date and parties:
Yuncheng Power Generation Company entered into two Coal Purchase Framework
Agreements with each of (i) Datang Fuel Company; and (ii) Datang Shaanxi Fuel
Company on 13 June 2012.
Major terms:
The terms of the two Coal Purchase Framework Agreements are materially the
same , the material terms of which are summarised as follows:
(1) Subject matter: Yuncheng Power Generation Company agreed to purchase coal
for production purposes from Datang Fuel Company and Datang Shaanxi Fuel
Company, respectively, during the term of the agreements;
The parties may, from time to time during the term of the agreement,
enter into specific purchase and sales contracts in respect of the
purchase of coal by Yuncheng Power Generation Company provided that such
specific purchase and sales contracts shall be subject to the terms of
the Coal Purchase Framework Agreement.
(2) Quantity and quality: the actual quantity of coal to be purchased shall
be based on the weighing of the coal by Yuncheng Power Generation Company
on the spot; and the quality of coal shall be based on the results of
laboratory tests conducted by Yuncheng Power Generation Company on the
spot.
(3) Consideration: the prices with respect to the supply of coal in specific
batches 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.
(4) Settlement and payment: Yuncheng Power Generation Company shall settle
payment for coal on a monthly basis, based on the effective invoices for
measurement and laboratory tests results on quality.
(5) Term: One year, commencing from 1 January 2012 to 31 December 2012.
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 the Coal Purchase Framework Agreement for the
period from 1 January 2012 to the date of this announcement did not
exceed the de minimis threshold set out under Chapter 14A of the Listing
Rules.
(6) The Coal Purchase Framework Agreement will become effective upon the
signing of the agreement by the relevant parties.
ANNUAL CAP
It is expected that the maximum aggregate transaction amount in respect of the
Coal Purchase Framework Agreement for the year ending 31 December 2012 will not
exceed RMB484 million, which is determined with reference to (i) the
anticipated quantity of coal to be purchased by Yuncheng Power Generation
Company from Datang Fuel Company and Datang Shaanxi Fuel Company for the year
ending 31 December 2012; and (ii) the estimated market price of coal.
HISTORICAL TRANSACTION AMOUNTS
Yuncheng Power Generation Company did not conduct any transactions relating to
the purchase of coal with Datang Fuel Company for the three years ended
31 December 2009, 31 December 2010 and 31 December 2011.
The total amount for the purchase of coal by Yuncheng Power Generation Company
from Datang Shaanxi Fuel Company for the two years ended 31 December 2009 and
31 December 2010 amounted to RMB27.50 million and RMB6.01 million, respectively.
No purchase of coal was conducted between Yuncheng Power Generation Company and
Datang Shaanxi Fuel Company in 2011.
LISTING RULES IMPLICATIONS FOR THE COAL PURCHASE 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. Since Datang Fuel Company and Datang
Shaanxi Fuel Company are subsidiaries of CDC, Datang Fuel Company and Datang
Shaanxi Fuel Company are therefore connected persons of the Company under
Chapter 14A of the Listing Rules. The entering into the Coal Purchase Framework
Agreement and the transactions contemplated thereunder 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 under the
Coal Purchase Framework Agreement is higher than 0.1% but lower than 5%, the
Coal Purchase 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 the 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 COAL PURCHASE FRAMEWORK AGREEMENT
Since the quantity of coal to be distributed by Datang Fuel Company and Datang
Shaanxi Fuel Company can be assured, the entering into the Coal Purchase
Framework Agreement is able to, to a certain extent, mitigate the tension of
Yuncheng Power Generation Company in securing the supply of thermal coal due to
the lack of local resources. Moreover, the transaction prices for the supply of
coal under the Coal Purchase Framework Agreement are determined by the parties
after negotiations according to the prevailing market conditions and the
transactions are fair.
Directors (including independent non-executive Directors) are of the view that
the relevant terms of the Coal Purchase 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, organisation 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.
3. Yucheng Power Company is a controlled subsidiary of the Company
incorporated on 28 March 2003. It is principally engaged in the
construction and operation of power generation plants, the sale of
electricity, and power related technical services. It is running two
600MW coal-fired generating units.
4. Datang Fuel Company is a wholly-owned subsidiary of CDC incorporated on
31 December 2003. It is principally engaged in the sale of coal,
investment management and technical services.
5. Datang Shaanxi Fuel Company is a wholly-owned subsidiary of Datang
Shaanxi Power Generation Company Limited, a wholly-owned subsidiary of
CDC, and was incorporated on 18 October 2004. It is principally engaged
in the sale of coal, investment management and technical services.
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(s)" has the meanings prescribed to it under the Listing
Rules
"Directors" the director(s) of the Company
"Coal Purchase Framework two coal purchase framework agreements both dated 13
Agreement" June 2012 entered into by Yuncheng Power Generation
Company with each of Datang Fuel Company Datang
Shaanxi Fuel Company
"Group" the Company and its subsidiaries
"Yuncheng Power Generation Datang Shanxi International Yuncheng Power
Company" Generation Company Limited, a controlled subsidiary
of the Company, details of such are listed in the
section headed "Information of the Parties"
"Datang Fuel Company" Datang Electric Power Fuel Company Limited, a
wholly-owned subsidiary of CDC, details of such
are listed in the section headed "Information of
the Parties"
"Datang Shaanxi Fuel Datang Shaanxi Power Generation Company Limited, a
Company" wholly-owned subsidiary of Shaanxi Datang Power
Generation Company Limited, a wholly-owned
subsidiary of CDC. Details of such are listed in
"Information of the Parties"
"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, 13 June 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, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*,
Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors