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
ANNUAL SHIPPING FRAMEWORK AGREEMENTS
On 29 September 2014, Shipping Company entered into the Annual Shipping
Framework Agreements with Lvsigang Power Generation Company and Chaozhou Power
Generation Company, respectively, to carry out the following continuing
connected transactions:
(1) Shipping Company and Lvsigang Power Generation Company entered into the
Lvsigang Shipping Framework Agreement, pursuant to which Shipping Company
agreed to provide coal transportation service to Lvsigang Power Generation
Company with a maximum aggregate annual transaction amount of approximately
RMB83 million for a term of one year commencing from 1 January 2014 to 31
December 2014.
(2) Shipping Company and Chaozhou Power Generation Company entered into the
Chaozhou Shipping Framework Agreement, pursuant to which Shipping Company
agreed to provide coal transportation service to Chaozhou Power Generation
Company with a maximum aggregate annual transaction amount of approximately
RMB189 million for a term of one year commencing from 1 January 2014 to 31
December 2014.
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. Since CDC and its subsidiaries hold
certain equity interests in Lvsigang Power Generation Company and Chaozhou
Power Generation Company, therefore Lvsigang Power Generation Company and
Chaozhou Power Generation Company are connected persons of the Company. The
transactions contemplated under the Lvsigang Shipping Framework Agreement and
the Chaozhou Shipping Framework Agreement constitute continuing connected
transactions of the Company.
Since all of the applicable percentage ratios (as defined under Rule14.07 of
the Listing Rules) in respect of the transaction amounts under each of the
Lvsigang Shipping Framework Agreement and the Chaozhou Shipping Framework
Agreement are higher than 0.1% but below 5%, the transactions contemplated
under each of the Lvsigang Shipping Framework Agreement and the Chaozhou
Shipping Framework Agreement respectively 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.
ANNUAL SHIPPING FRAMEWORK AGREEMENTS
Lvsigang Shipping Framework Agreement
Date: 29 September 2014
Parties: Shipping Company, Lvsigang Power Generation Company
Chaozhou Shipping Framework Agreement
Date: 29 September 2014
Parties: Shipping Company, Chaozhou Power Generation Company
The terms of Lvsigang Shipping Framework Agreement and the Chaozhou Shipping
Framework Agreement are substantially the same, the major terms of which are as
follows:
(1) Subject matter: Shipping Company agreed to provide coal transportation
service to each of Lvsigang Power Generation Company and Chaozhou Power
Generation Company during the term of the agreement.
The parties may, from time to time during the term of the agreement, enter into
specific transportation contracts in respect of the coal transportation
services provided by Shipping Company provided that such specific contracts
shall be subject to the terms of the Annual Shipping Framework Agreements.
(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 prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by the relevant parties in
accordance with the confirmed settlement invoice.
(4) Term: One year, commencing from 1 January 2014 to 31 December 2014.
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 each of the Lvsigang Shipping Framework Agreement and the Chaozhou
Shipping Framework Agreement for the period from 1 January 2014 to the date of
this announcement does not exceed the de minimis threshold under Chapter 14A of
the Listing Rules.
(5) The Annual Shipping Framework Agreements become effective when they are
duly signed by all parties.
Annual cap and pricing policy
It is expected that the maximum transaction amount in respect of the Lvsigang
Shipping Framework Agreement for the year ending 31 December 2014 is RMB83
million; and it is expected that the maximum transaction amount in respect of
the Chaozhou Shipping Framework Agreement for the year ending 31 December 2014
is RMB189 million; such amounts are determined with reference to (i) the
anticipated quantity of coal to be transported by Shipping Company for Lvsigang
Power Generation Company and Chaozhou Power Generation Company for the year
ending 31 December 2014; and (ii) the estimated market price of coal
transportation.
As set out in earlier section of this announcement, the consideration for the
provision of the coal transportation service under the Annual Shipping
Framework Agreements is to be determined in the ordinary course of business on
normal commercial terms on the basis of arm's length negotiation according to
prevailing market conditions. The Company has also taken into account the
following factors in determination of the consideration:
(1) Transportation costs of Shipping Company, including fuel costs,
depreciation of vessels, financial costs, rental of the crew, port charges,
management fee, cost of moisturising materials, repairing costs, insurance
expense, husbandage, business tax and other expenses.
(2) Coal transportation costs in market, which are collected by professional
departments of the Company as a reference for determination of pricing.
(3) The coal transportation price for 2014 is determined by monthly work
meeting and fuel management team meeting of the Company, after considering
the overall transportation cost of Shipping Company, anticipated quantity
of coal required by Lvsigang Power Generation Company and Chaozhou Power
Generation Company, the historical prices of the abovementioned power
generation companies and Shipping Company, potential price fluctuation and
suggestions from professional departments.
Historical transaction amounts
The fee of coal transportation service provided by Shipping Company to Lvsigang
Power Generation Company is RMB83 million for the year ended 31 December 2013.
The fee of coal transportation service provided by Shipping Company to Chaozhou
Power Generation Company is RMB89 million for the year ended 31 December 2013.
From 1 January 2011 to 31 December 2012, the Shipping Company did not conduct
any relevant transaction with Lvsigang Power Generation Company and Chaozhou
Power Generation Company.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ANNUAL SHIPPING FRAMEWORK
AGREEMENTS
The provision of fuel transportation service by Shipping Company to Lvsigang
Power Generation Company and Chaozhou Power Generation Company is able to
ensure the fuel supply to the coastal power generation enterprises of the
Company since Shipping Company can arrange transportation in a more timely and
rapid manner according to the fuel demand from the power generation enterprises
of the Company.
The Directors (including the views of the independent non-executive Directors)
are of the view that the terms of the Annual Shipping Framework Agreements are
fair and reasonable, have been entered into after arm's length negotiation
between all parties thereto and determined on normal commercial terms and is in
the interests of the Company and the shareholders as a whole.
INFORMATION ON THE PARTIES TO THE 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. The
Company's main service areas are in the PRC.
2. Lvsigang Power Generation Company is a subsidiary of the Company. It is
currently operating four 660MW coal-fired generating units. The equity
holding structure of the company is as follows: 55% of its equity interest
is held by the Company, 35% of its equity interest is held by CDC and 10%
of its equity interest is held by Nantong State-owned Assets Investment
Holdings Co., Ltd.
3. Chaozhou Power Generation Company is a subsidiary of the Company. It is
currently operating two 600MW and two 1,000MW coal-fired generating units.
The equity holding structure of the company is as follows: 52.5% of its
equity interest is held by the Company, 22.5% of its equity interest is
held by CDC and 25% of its equity is held by other shareholders.
4. CDC was established on 9 March 2003 with 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.
5. Shipping Company is a subsidiary of the Company. It is principally engaged
in ordinary freight transportation along domestic coast, mid to down-stream
of the Yangtze River and in the Pearl River Delta; international freight
transportation; vessel leasing, freight agency, freight storage, etc. The
equity holding structure of the company is as follows: 97.54% of its equity
interest is held by the Company and 2.46% of its equity interest is held by
other shareholders.
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. Since CDC and its subsidiaries hold
certain equity interests in Lvsigang Power Generation Company and Chaozhou
Power Generation Company, therefore Lvsigang Power Generation Company and
Chaozhou Power Generation Company are connected persons of the Company. The
transactions contemplated under the Lvsigang Shipping Framework Agreement and
the Chaozhou Shipping Framework Agreement constitute continuing connected
transactions of the Company.
Since all of the applicable percentage ratios (as defined under Rule14.07 of
the Listing Rules) in respect of the transaction amounts under each of the
Lvsigang Shipping Framework Agreement and the Chaozhou Shipping Framework
Agreement are higher than 0.1% but below 5%, the transactions contemplated
under each of the Lvsigang Shipping Framework Agreement and the Chaozhou
Shipping Framework Agreement respectively 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.
None of the Directors has material interest in the Annual Shipping Framework
Agreements. Those connected Directors, including Chen Jinhang, Hu Shengmu and
Fang Qinghai, have abstained from voting at the Board meeting for approval of
the relevant transactions 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:
"Annual Shipping Lvsigang Shipping Framework Agreement and
Framework Agreements" Chaozhou Shipping Framework Agreement
"Board" the board of Directors
"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
"Chaozhou Power Guangdong Datang International Chaozhou Power
Generation Company" Generation Company Limited, a subsidiary of
the Company, details of which are set out in
the section entitled "Information on the
Parties to the Agreements"
"Chaozhou Shipping the framework agreement in relation to annual
Framework Agreement" coal transportation service dated 29 September
2014 entered into between Shipping Company and
Chaozhou Power Generation Company
"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 meaning ascribed to it under the
Listing Rules
"Directors" the director(s) of the Company
"Listing Rules" The Rules Governing the Listing of Securities
on The Stock Exchange
"Lvsigang Power Jiangsu Datang International Lvsigang Power
Generation Company" Generation Company Limited, a subsidiary of
the Company, details of which are set out in
the section entitled "Information on the
Parties to the Agreements"
"Lvsigang Shipping the framework agreement in relation to annual
Framework Agreement" coal transportation service dated 29 September
2014 entered into between Shipping Company and
Lvsigang Power Generation Company
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Shipping Company" Jiangsu Datang Shipping Company Limited, a
subsidiary of the Company, details of which
are set out in the section entitled
"Information on the Parties to the Agreements"
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 29 September 2014
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, 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