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
FRAMEWORK AGREEMENT FOR CONSTRUCTION MATERIALS PURCHASE
On 8 January 2014, the Company entered into the Framework Agreement for Construction
Materials Purchase with China Water Resources and Power in connection with the
centralised purchase of machinery, equipment and materials required for project
construction through China Water Resources and Power.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold a total of
approximately 34.71% of the issued share capital of the Company. As China Water
Resources and Power is a wholly-owned subsidiary of CDC, China Water Resources and
Power is therefore a connected person of the Company under Chapter 14A of the
Listing Rules. The transactions contemplated under the Framework Agreement for
Construction Materials Purchase constitute continuing connected transactions of the
Company.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) of the Framework Agreement for Construction Materials Purchase is more than
0.1% but less than 5%, such transactions 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.
BACKGROUND
In order to regulate and enhance the management of purchase of project materials and
to leverage bulk purchase advantages, the Company and China Water Resources and
Power entered into the Framework Agreement for Construction Materials Purchase on
8 January 2014 to centralise the purchase of machinery, equipment and materials
required for project construction so as to enhance quality of purchase and lower
purchase costs, thereby enhancing the profitability of the Company.
FRAMEWORK AGREEMENT FOR CONSTRUCTION MATERIALS PURCHASE
Date
8 January 2014
Parties
(i) The Company; and
(ii) China Water Resources and Power
Subject Matter
1. China Water Resources and Power agreed to conduct centralised purchase of
project construction machinery, equipment and materials required for project
construction in accordance with the demands ofthe Company and its
subsidiaries for project construction machinery,equipment and materials. The
selling prices of such project construction machinery, equipment and
materials offered by China Water Resources and Power shall not be higher
than the prevailing average market prices of such project construction
machinery, equipment and materials.
2. According to the actual demands of the Company and its subsidiaries,China
Water Resources and Power will conduct tender of materials purchase in
accordance with relevant laws and regulations of the State. The process of
purchase tender conducted by China Water Resources and Power will be under
the supervision of the Company.
3. Pursuant to the tender results, the Company and its subsidiaries will enter
into specific purchase contracts with China Water Resources and Power and
such purchase contracts shall be consistent with the terms and principles of
the Framework Agreement for Materials Purchase.
Term
The term of the Framework Agreement for Construction Materials Purchase is from 1
January 2014 to 31 December 2014.
The Company confirms that no transaction under the Framework Agreement for
Construction Materials Purchase was conducted for the period from 1 January 2014 to
the date of this announcement.
Fee Standard and Calculation
During the course of centralised purchase, China Water Resources and Power
will be responsible for the coordination of tenders invitation, contract signing and
the implementation thereafter, transportation, examination of arrival goods and
claims submission, etc. As such, China Water Resources and Power will charge
a management service fee (the relevant management fee shall not be higher than
6% of the purchase amount). Such management service fee is determined after
arm's length negotiation between the parties taking into account the management
service fee to be charged for the provision of similar services by other independent
cooperating service providers. The relevant management service fee to be
charged by China Water Resources and Power shall not be higher than the fee to
be charged by China Water Resources and Power for the provision of similar
services to other independent third parties and CDC.
China Water Resources and Power will issue a value-added tax invoice
comprising the purchase amount and the management service fee to the Company
and its subsidiaries.
Annual Cap
Taking into account the requirement of project construction machinery, equipment
and materials applicable for centralised purchase which are used in the
construction of infrastructure projects of the Company and its subsidiaries for the
year ending 31 December 2014, the continuing connected transactions contemplated
under the Framework Agreement for Construction Materials Purchase are subject to an
annual cap of RMB700 million (including the purchase costs for the project
construction machinery, equipment and materials and the management service fees
payable to China Water Resources and Power) for the year ending 31 December 2014.
Historical Figures
The transaction amount of materials for project construction purchased by the
Company and its subsidiaries from China Water Resources and Power for the year ended
31 December 2013 was approximately RMB782 million.
The transaction amount of materials for project construction purchased by the
Company and its subsidiaries from China Water Resources and Power for the year ended
31 December 2012 was approximately RMB106.299 million.
The Company did not carry out any similar transactions with China Water Resources
and Power in the year ended 31 December 2011.
INFORMATION OF PARTIES RELATING TO THE FRAMEWORK AGREEMENT FOR CONSTRUCTION
MATERIALS PURCHASE
1. The Company was established in December 1994 and 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 Group�s main service areas are in the PRC.
2. CDC was established on 9 March 2003 with registered capital of RMB18.109
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. China Water Resources and Power is a wholly-owned subsidiary of
CDC which was established on 6 March 1989. Its core businesses
include acting as agent for tenders invitation and import, pipe supplies,
project consultation, spare parts, equipment supervision, management
of project materials resources, CDM, safety evaluation, and so forth.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT FOR CONSTRUCTION
MATERIALS PURCHASE
After taking into account the necessity for lowering purchase costs and successful
completion of the Company's infrastructure project materials purchase tasks during
the year, the Company entered into the Framework Agreement for Construction
Materials Purchase to leverage on the role of China Water Resources and Power
as a professional institution in sourcing construction project machinery, equipment
and materials, and to leverage on the advantage of bulk purchasing, in order to
enhance purchase quality, lower purchase costs, and increase the profitability of
the Company.
The Directors (including the independent non-executive Directors) are of the view
that the continuing connected transactions under the Framework Agreement for
Construction Materials Purchase are conducted in the ordinary and usual course
of business of the Company, and are fair and reasonable and are in the interest of
the Company and the shareholders as a whole.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold a total of
approximately 34.71% of the issued share capital of the Company. China Water
Resources and Power is a wholly-owned subsidiary of CDC and accordingly is a
connected person of the Company under Chapter 14A of the Listing Rules. The
transactions contemplated under the Framework Agreement for Construction
Materials Purchase constitute continuing connected transactions for the Company.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) of the Framework Agreement for Construction Materials Purchase is more
than 0.1% but less than 5%, such transactions 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.
BOARD'S APPROVAL
None of the Directors have any material interest in the transactions under the
Framework Agreement for Construction Materials Purchase. Those connected
Directors, including Chen Jinhang, 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.
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
"China Water Resources and Power" China National Water Resources & Electric
Power Materials & Equipment Corporation
"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
"Director(s)" the director(s) of the Company
"Framework Agreement for
Construction Materials Purchase" the framework agreement for centralised
purchase of project construction machinery,
equipment and materials entered into between
the Company and China Water Resources and
Power dated 8 January 2014
"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
"Stock Exchange" The Stock Exchange of Hong Kong Limited
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 8 January 2014
As at the date of this announcement, the directors of the Company are:
Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Li Gengsheng,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
*Independent non-executive directors