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
FRANCHISING CONTRACTS
On 31 October 2012, certain power plants of the Company entered into the
Franchising Contracts with Datang Technology Industry Company (previously known
as Datang Environment Company). Please refer to the Company's Announcement
dated 2 November 2012 for details.
The franchise period is the same as the operating period of the power
generation facilities at which the franchise project is located (exceeding
three years). The Company had previously engaged Mizuho Securities Asia Limited
as the independent financial advisor to give independent advice on the
franchise period of the Franchising Contracts in accordance with the
requirements under Rule 14A.52 of the Listing Rules. Mizuho Securities Asia
Limited considered that it was normal business practice for the franchise
period to be the same as the operating period of the power generation
facilities at which the franchise project was located. Please refer to the
announcement issued by the Company on 22 November 2012 for details.
The annual caps of the Franchising Contracts announced by the Company on 2
November 2012 had expired on 31 December 2014. On 10 February 2015, the
continued implementation of desulfurization franchising by certain power plants
of the Company was considered and approved by the eighteenth meeting of the
eighth session of the Board of the Company.
ANNUAL CAPS
Pursuant to the resolution of the Board, the annual caps under the Franchising
Contracts for the three years ending 31 December 2017, (i) in respect of the
desulfurization electricity fees transferred by certain power plants of the
Company to Datang Technology Industry Company shall not exceed RMB540 million
per annum; and (ii) in respect of the amount reimbursed by Datang Technology
Industry Company for settlement of water, electricity and gas costs incurred
for desulfurization shall not exceed RMB166 million per annum.
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. Datang Technology Industry Company is a
wholly-owned subsidiary of CDC. Datang Technology Industry Company is therefore
a connected person of the Company and the transactions under the Franchising
Contracts constitute continuing connected transactions of the Company.
Since the highest of the applicable percentage ratios (as defined in Rule 14.07
of the Listing Rules) in respect of the respective transaction amount under the
Franchising Contracts is above 0.1% but under 5%, the respective transactions
under the Franchising Contracts are only subject to the reporting and
announcement requirements under Chapter 14A of the Listing Rules, but are
exempt from the independent shareholders' approval requirement under Chapter
14A of the Listing Rules.
FRANCHISING CONTRACTS
On 31 October 2012, certain power plants of the Company entered into the
Franchising Contracts with Datang Technology Industry Company (previously known
as Datang Environment Company). Please refer to the Company's Announcement
dated 2 November 2012 for details.
The franchise period is the same as the operating period of the power
generation facilities at which the franchise project is located (exceeding
three years). The Company had previously engaged Mizuho Securities Asia Limited
as the independent financial advisor to give independent advice on the
franchise period of the Franchising Contracts in accordance with the
requirements under Rule 14A.52 of the Listing Rules. Mizuho Securities Asia
Limited considered that it was normal business practice for the franchise
period to be the same as the operating period of the power generation
facilities at which the franchise project was located. Please refer to the
announcement issued by the Company on 22 November 2012 for details.
The annual caps of the Franchising Contracts announced by the Company on 2
November 2012 had expired on 31 December 2014. On 10 February 2015, the
continued implementation of desulfurization franchising by certain power plants
of the Company was considered and approved by the eighteenth meeting of the
eighth session of the Board of the Company.
The details of the Franchising Contract are set out below:
Date
31 October 2012
Parties
(1) Zhangjiakou Power Plant
(2) Chaozhou Power Generation Company
(3) Lvsigang Power Generation Company
(4) Datang Technology Industry Company (previously known as Datang Environment
Company)
Material Terms of the Franchising Contracts
The major terms of the three Franchising Contracts are substantially the same,
the material terms of which are summarised as follows:
1. The settlement of desulfurization electricity fee: The power grid company
shall pay on-grid electricity fee to certain power plants of the Company. After
receiving such on-grid electricity fee, certain power plants of the Company
shall transfer the desulfurization tariffs to Datang Technology Industry
Company.
2. Settlement of water, electricity and gas costs incurred for desulfurization:
During the franchise period, Datang Technology Industry Company shall reimburse
and compensate certain power plants of the Company for the costs incurred for
desulfurization, including water, electricity and gas.
3. The franchise period: The franchise period is the same as the operating
period of the power generation facilities at which the franchise project is
located (exceeding three years).
Other material terms of the contracts are set out in the Company's
Announcement.
Annual Caps
The annual caps for the desulfurization tariffs transferred by certain power
plants of the Company to Datang Technology Industry Company under the
Franchising Contracts over the Three Years ending 31 December 2017 shall not
exceed RMB540 million (tax exclusive) per annum. The desulfurization
electricity fees aforementioned are calculated with reference to the annual
utilisation hours of the power generation units of certain power plants of the
Company for year 2014, the expected corresponding on-grid power generation of
the power generation units with annual utilisation hours of 5,300 hours and the
current desulfurization electricity tariff (RMB0.015/kWh).
The annual caps for the settlement of water, electricity and gas costs incurred
for desulfurization under the Franchising Contracts charged on Datang
Technology Industry Company by certain power plants of the Company over the
Three Years ending 31 December 2017 shall not exceed RMB166 million (tax
exclusive) per annum. The compensation fees aforementioned are calculated with
reference to the annual utilisation hours of the power generation units of
certain power plants of the Company for year 2014 and the expected
corresponding on-grid power generation of the power generation units with
annual utilisation hours of 5,300 hours.
Historical Transaction Amounts
The total desulfurization electricity fee expenses (tax exclusive) of certain
power plants of the Company between 31 October 2012 and 31 December 2014
amounted to RMB88.58 million, RMB506.048 million and RMB508.2722 million,
respectively.
The total revenue (tax exclusive) from the settlement of water, electricity and
gas costs incurred for desulfurization of certain power plants of the Company
between 31 October 2012 and 31 December 2014 amounted to RMB31.20 million,
RMB144.568 million and RMB146.5140 million, respectively.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRANCHISING CONTRACTS
The implementation of franchising for desulfurization projects by certain power
plants of the Company can bring the professional management advantage of Datang
Technology Industry Company into full play, while the operational efficiency of
the desulfurization facilities can be enhanced, the risks concerning
environmental protection can be reduced, and the operational costs of the
Company can be saved. These could in turn enhance the profitability and
sustainability of the Company.
DIRECTORS' CONFIRMATION
The Directors (including the independent non-executive Directors) are of the
view that the terms of the Franchising Contracts (including the terms relating
to the franchise period) have been determined on normal commercial terms and in
the ordinary and usual course of business, and the relevant transactions are
fair, reasonable and in the interests of the Company and its shareholders as a
whole.
INFORMATION ON THE PARTIES
1. The Company, which 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. Zhangjiakou Power Plant, a power plant owned by the Company. It currently
has eight 300MW coal-fired generation units (2,400MW in total) and the
assets of compatible desulfurization facilities. The power generated mainly
supplies the Beijing-Tianjin-Tangshan power grid.
3. Chaozhou Power Generation Company, a subsidiary of the Company,
incorporated in November 2003. It has two 600MW and two 1,000MW coal-fired
generation units (3,200MW in total) and the assets of compatible
desulfurization facilities. The power generated mainly supplies the
Guangdong power grid. The Company holds 52.5% of the equity interest in
Chaozhou Power Generation Company.
4. Lvsigang Power Generation Company, a subsidiary of the Company,
incorporated in September 2003. It has four 660MW coal-fired generation
units (2,640MW in total) and the assets of compatible desulfurization
facilities. The power generated mainly supplies the Jiangsu power grid. The
Company holds 55% of the equity interest in Lvsigang Power Generation
Company.
5. Datang Technology Industry Company, a wholly-owned subsidiary of CDC, was
established in July 2011 and previously known as Datang Environment
Company. It has a registered capital of RMB550 million and is the major
platform for the development of the technology business segment of CDC and
is responsible for the implementation of the development strategy and plan
for the technology business of CDC.
6. CDC was established on 9 March 2003 and has a registered capital of
RMB18.009 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.
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. Datang Technology Industry Company is a
wholly-owned subsidiary of CDC. Datang Technology Industry Company is therefore
a connected person of the Company and the transactions under the Franchising
Contracts constitute continuing connected transactions of the Company.
Since the highest of the applicable percentage ratios (as defined in Rule 14.07
of the Listing Rules) in respect of the respective transaction amount under the
Franchising Contracts is above 0.1% but under 5%, the respective transactions
under the Franchising Contracts are only subject to the reporting and
announcement requirements under Chapter 14A of the Listing Rules, but are
exempt from the independent shareholders' approval requirement under Chapter
14A of the Listing Rules.
BOARD'S APPROVAL
The Board of the Company has approved the annual caps in respect of the
transactions under the Franchising Contracts for each of the Three Years. None
of the Director has any material interest in the Franchising Contracts. Those
connected Directors, including Chen Jinhang, Hu Shengmu and Liang Yongpan,
being the key management of CDC, have abstained from voting for such resolution
in accordance with 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 of the Company
"CDC" China Datang Corporation, a
state-owned enterprise established under the
laws of the PRC and is the controlling
shareholder of the Company according to the
Listing Rules
"certain power plants of the those subsidiaries and power plants of the
Company" Company implementing flue gas desulfurization
franchising, namely Zhangjiakou Power Plant,
Chaozou Power Generation Company and Lvsigang
Power Generation Company
"Chaozhou Power Generation Guangdong Datang International Chaozhou Power
Company" Generation Co., Ltd., a
subsidiary of the Company, details of which
are set out in the section entitled
"Information on the Parties"
"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
"Company's Announcement" the announcement on continuing connected
transactions issued by the Company on 2
November 2012
"connected person" has the meaning ascribed to it under the
Listing Rules
"connected transaction(s)" has the meaning ascribed to it under the
Listing Rules
"Datang Environment Company" China Datang Environmental Technology Company
Limited, which changed its
name to Datang Technology Industry Company on
26 December 2013
"Datang Technology Industry Datang Technology Industry Company Limited
Company" (previously known as Datang
Environment Company), a subsidiary of China
Datang Corporation, details of which are set
out in the section entitled "Information on
the Parties"
"Director(s)" the director(s) of the Company
"Franchising Contracts" three contracts on the flue gas
desulfurization franchising all dated 31
October 2012 entered into between Datang
Technology Industry Company and each of (1)
Zhangjiakou Power Plant; (2) Chaozhou Power
Generation Company; (3) Lvsigang Power
Generation Company
"Group" the Company and its subsidiaries
"Listing Rules" the Rules Governing the Listing of Securities
on the Stock Exchange
"Lvsigang Power Generation Jiangsu Datang International Lvsigang Power
Company" Generation Company Ltd.,
a subsidiary of the Company, details of which
are set out in the section entitled
"Information on the Parties"
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Three Years" three years ending 31 December 2015, 31
December 2016 and 31 December 2017
"Zhangjiakou Power Plant" Zhangjiakou Power Plant, a power
plant owned by the Company, details of which
are set out in the section entitled
"Information on the Parties"
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 10 February 2015
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin,
Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*,
Zhao Jie*, Jiang Guohua*, Feng Genfu*
* Independent non-executive Directors