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
SERVICE AND MAINTENANCE CONTRACT
On 27 June 2013, Fuxin Engineering Company entered into the Service and Maintenance Contract with Duolun
Coal Chemical Company, to undertake the inspection, repair and maintenance, as well as operational security
work for the relevant facilities of Duolun Coal Chemical Company. The total consideration amount of the
contract is approximately RMB35.13 million.
The transaction amount of the services in relation to the maintenance of buildings and lighting facilities
provided by Fuxin Engineering Company to Duolun Coal Chemical Company for the year ending 31 December 2013
was approximately RMB11.18 million (which is below the de minimis threshold under Chapter 14A of the
Listing Rules). The aggregate transaction amount of Service and Maintenance Contract and the maintenance
services of buildings and lighting facilities for the year ending 31 December 2013 was approximately RMB46.31
million.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling shareholder of the Company, which together with
its subsidiaries hold a total of approximately 34.71% of the issued share capital of the Company. As CDC holds
40% of the equity interest of Duolun Coal Chemical Company, Duolun Coal Chemical Company is a connected
person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Service
and Maintenance Contract constitute continuing connected transactions of the Company.
As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the aggregate
transaction amount of (1)the Service and Maintenance Contract; and (2)the maintenance services of buildings
and lighting facilities for the year ending 31 December 2013 is more than 0.1% but less than 5%, such
transactions contemplated under the Service and Maintenance Contract 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.
SERVICE AND MAINTENANCE CONTRACT
Date
27 June 2013
Parties
(i) Fuxin Engineering Company; and
(ii) Duolun Coal Chemical Company
Term
From 1 January 2013 to 31 December 2013
Major terms of the contract
1. Subject matter: Duolun Coal Chemical Company agreed to appoint Fuxin Engineering Company to
undertake the inspection, repair and maintenance, as well as operational security work for
its relevant facilities.
2. Scope of subject matter: Fuxin Engineering Company agreed to undertake the maintenance,
inspection, repair and checking, special maintenance, cleaning and other works of the
relevant facilities of Duolun Coal Chemical Company including its coal drying, coal gasification,
air separation, storage and transportation centre, utilities engineering devices, etc.
3. Consideration of contract: Approximately RMB35.13 million in total, comprising mainly the labour
costs, consumables, consumption of machinery, management fees, taxes, etc. The parties agreed
that the relevant considerations will be settled monthly according to the Service and Maintenance
Contract.
4. Basis of determining the consideration: By making reference with the relevant fixed budget
standards for inspection, repair and maintenance work and that for fixed costs of repair and
maintenance work for chemical industry, and fair negotiation.
5. The Service and Maintenance Contract shall become effective when it is duly signed by the legal
representative or the proxy (with written authorisation by the legal representative) of the
parties with their respective company seals affixed thereto.
The transaction amount of the services in relation to the maintenance of buildings and lighting facilities
provided by Fuxin Engineering Company to Duolun Coal Chemical Company for the year ending 31 December 2013
was approximately RMB11.18 million (which is below the de minimis threshold under Chapter 14A of the Listing
Rules). The aggregated transaction amount of Service and Maintenance Contract and the maintenance services
of buildings and lighting facilities for the year ending 31 December 2013 was approximately RMB46.31 million.
The Company confirms that the aggregated transaction amount for the (i) transaction under the Service and
Maintenance Contract for the period from 1 January 2013 to the date of this announcement; and (ii) the
transaction of the maintenance of buildings and lighting facilities provided by Fuxin Engineering Company to
Duolun Coal Chemical Company for the period from 1 January 2013 to the date of this announcement is within the
de minimis threshold under Chapter 14A of the Listing Rules.
Annual Cap
The Company expects that the maximum transaction amount under the Service and Maintenance Contract for
the year ending 31 December 2013 shall not exceed RMB35.13 million after taking into account:
1. the historical fees paid by Duolun Coal Chemical Company to Fuxin Engineering Company for the
provision of inspection, repair and maintenance services to the relevant facilities of Duolun
Coal Chemical Company; and
2. the consideration payable by Duolun Coal Chemical Company to Fuxin Engineering Company under the
Service and Maintenance Contract.
Historical Transaction Amounts
The transaction amount of service and maintenance work provided by Fuxin Engineering Company to Duolun Coal
Chemical Company for the year ended 31 December 2012 was approximately RMB27.448 million.
The transaction amount of service and maintenance work provided by Fuxin Engineering Company to Duolun Coal
Chemical Company for the year ended 31 December 2011 was approximately RMB26.945 million.
The transaction amount of service and maintenance work provided by Fuxin Engineering Company to Duolun Coal
Chemical Company for the year ended 31 December 2010 was approximately RMB20.355 million.
REASONS FOR AND BENEFITS OF ENTERING INTO THE SERVICE AND MAINTENANCE CONTRACT
Fuxin Engineering Company has sufficient qualifications and ample experience in the provision of professional
service and maintenance services for energy and chemical industry. The Company considers that with the prompt
and high-quality professional service from Fuxin Engineering Company, it will be able to ensure the inspection,
repair plan of the relevant facilities of Duolun Coal Chemical Company can be carried out smoothly, as well
as to ensure the safe and stable operation of the facilities and on-schedule completion of production targets.
Meanwhile, the reputation of Fuxin Engineering Company as a reliable service provider can be promoted.
The Directors (including the independent non-executive Directors) are of the view that the terms of the Service
and Maintenance Contract are conducted in the ordinary and usual course of business of the Company, being fair
and reasonable and are in the interest of the Company and its shareholders as a whole.
BOARD'S APPROVAL
None of the Directors have any material interest in the transaction contemplated under the Service and
Maintenance Contract. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, have
abstained from voting at the Board meeting for approval of the relevant transaction in accordance with the
requirements of the listing rules of the Shanghai Stock Exchange.
INFORMATION ON PARTIES
1. Duolun Coal Chemical Company was duly incorporated on 19 August 2009 with a registered capital
of RMB4,050 million. Duolun Coal Chemical Company is principally responsible for the construction
and operation of the coal-based olefin project with an annual output of 460,000 tonnes. The
equity structure of Duolun Coal Chemical Company is as follows: Energy and Chemical Company,
the Company's wholly-owned subsidiary, holds 60% equity interests, and CDC, the controlling
Shareholder of the Company, holds 40% equity interests.
2. Fuxin Engineering Company, the wholly-owned subsidiary of Energy and Chemical Company, has a
major scope of business of facility testing and servicing, installation and construction of
small-scale engineering work and buildings, mechanic processing, electrical inspection and
repairing, high voltage electrical experiment, metal welding experiment, technical services
and leasing of machinery and facilities.
3. 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 being in the PRC.
4. CDC was established on 9 March 2003 with registered capital of RMB15,394 million and 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.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling shareholder of the Company, which together with
its subsidiaries hold a total of approximately 34.71% of the issued share capital of the Company. As CDC
holds 40% of equity interest of Duolun Coal Chemical Company, Duolun Coal Chemical Company is a connected
person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the
Service and Maintenance Contract constitute continuing connected transactions of the Company.
As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the aggregate
transaction amount of (1) the Service and Maintenance Contract; and (2) the maintenance services of buildings
and lighting facilities for the year ending 31 December 2013 is more than 0.1% but less than 5%, such
transactions contemplated under the Service and Maintenance Contract 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.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following
meanings:
"Board" the board of Directors
"CDC" China Datang Corporation, a State-owned enterprise
established under the laws of the PRC and is a controlling
shareholder of the Company pursuant to the Listing Rules
which, together with its subsidiaries, hold approximately
34.71% 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
"Connected person" has the meaning ascribed to it under the Listing Rules
"connected transaction" has the meaning ascribed to it under the Listing Rules
"Director(s)" the director(s) of the Company
"Duolun Coal Chemical Company" Datang Inner Mongolia Duolun Coal Chemical Company Limited,
which constructs and operates the Duolun Coal Chemical Project.
For more details, please refer to the section headed "INFORMATION
ON PARTIES"
"Energy and Chemical Company" Datang Energy and Chemical Company Limited, a wholly-owned
subsidiary of the Company, principally engaged in the production
and sales businesses for the products including coal-alkene,
coal-natural gas and extraction of alumina from pulverized fuel
ash
"Fuxin Engineering Company" Datang Fuxin Energy and Chemical Engineering Company Limited, a
wholly-owned subsidiary of Energy and Chemical Company. For more
details, please refer to the section headed "INFORMATION ON
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
"Service and Maintenance Contract" The "Appointment Contract for the Service and Maintenance of
Coal Drying, gasification device no.1, Air Separation Device,
Storage and Transportation Centre and Utilities" dated 27 June
2013 entered into between Fuxin Engineering Company and Duolun
Coal Chemical Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" Percentage
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 27 June 2013
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