Discloseable Transaction
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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
DISCLOSEABLE TRANSACTION
The Board announces that on 26 August 2011, the Board approved the increase in
capital contributions to Mengji Railway Company by the Company and other
shareholders of Mengji Railway Company according to their respective existing
proportions of shareholding in Mengji Railway Company. Total capital
contributions to be made by all the shareholders of Mengji Railway Company
amounted to approximately RMB20,000 million and will be paid in cash
installments in stages for the purpose of constructing the Zhangtang Railway.
Based on the proportion of the shareholding held by the Company in Mengji
Railway Company, the Company will make a further capital contribution of
RMB1,800 million in total to Mengji Railway Company.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since the consideration ratio (as defined
in Rule 14.07 of the Listing Rules) in respect of the Company's further capital
contribution to Mengji Railway Company is more than 5% but less than 25% and
all other applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) are less than 5%, the Company's increase in capital contribution to
Mengji Railway Company constitutes a discloseable transaction and is only
subject to the reporting and announcement requirements under Chapter 14 of the
Listing Rules, and does not require the approval by the shareholders of the
Company under Chapter 14 of the Listing Rules.
DETAILS ON THE INCREASE IN CAPITAL CONTRIBUTIONS
On 26 August 2011, the Board considered and approved the increase in capital
contributions to Mengji Railway Company by the Company and other shareholders
of Mengji Railway Company according to their respective existing proportions of
shareholding in Mengji Railway Company. Total capital contributions to be made
by all the shareholders of Mengji Railway Company amounted to approximately
RMB20,000 million and will be paid in cash installments in stages for the
purpose of constructing the Zhangtang Railway. Based on the proportion of
shareholding held by the Company in Mengji Railway Company, the Company will
make a further capital contribution of RMB1,800 million in total to Mengji
Railway Company. Upon completion of the increase in capital contributions, the
Company's shareholding in Mengji Railway Company will remain as 9%.
To the best of the Directors' knowledge, information and belief having made all
reasonable enquiry, each of the other shareholders of Mengji Railway Company
and their respective ultimate beneficial owners are third parties independent
of the Company and connected persons of the Company.
Among the RMB1,800 million to be contributed by the Company, the Company plans
to make capital contribution of RMB540 million in 2011, and the remaining
balance will be paid in stages according to the schedule of project progress
and after reaching agreement with other shareholders of Mengji Railway Company.
INFORMATION RELATED TO ZHANGTANG RAILWAY
The Zhangtang Railway starts from Kongjiazhuang in Zhangjiakou City, runs
eastbound to the west of Chengde, then turns to the south and passes through
the west of Tangshan to the Caofeidian port, a port for coal transportation.
With 17 stations, the entire railway line covers 524.98 km in length and
connects to the Beijing-Tongliao Line, the Beijing-Harbin Line, the
Beijing-Chengde Line and the Tianjin-Shanhaiguan Line, respectively. The
Zhangtang Railway construction project will not only open up a large-capacity
railway passage to the Caofeidian port, but also offers favourable conditions
for the development of industrial zones and logistics parks in the port's
vicinity.
The total investment in the Zhangtang Railway project is estimated to be
approximately RMB40,000 million, 50% of which, i.e. approximately RMB20,000
million, is equity capital. Construction funds other than the equity capital
will be raised through financing by the project company.
INFORMATION RELATING TO THE COMPANY
The Company is principally engaged in the development and operation of power
plants, the sale of electricity and thermal power, and the repair, testing and
maintenance of power equipment and power-related technical services, with its
main service areas being in the PRC. According to the Company's strategy of
"focusing on pursuing the power generation business as its core development
while complementing with synergistic diversifications", "complementing with
railway" is an important move of the assets chain extension, business
expansion, and sustainable development of the Company.
INFORMATION RELATING TO MENGJI RAILWAY COMPANY
Mengji Railway Company was incorporated on 25 July 2008 with a registered
capital of RMB10 billion. Before the increase in capital contributions, Mengji
Railway Company was formed and funded by 9 entities, including Hohhot Railway
Bureau (which holds 40% equity interest), the Company, SDIC Communications Co.,
Huaneng Energy & Communications Holdings Co., Ltd, Ordos Railway Investment Co.
Ltd, Inner Mongolia Yitai Coal Co. Ltd (each of which holds 9% equity
interest), Hebei Construction Communications Investment Co. Ltd, China Coal
Energy Co. Ltd and Huadian Coal Industry Group Company Limited (each of which
holds 5% equity interest) for the purpose of constructing and operating the
Zhangji Railway, the Jining-Baotou 2nd Dual-Line and the Zhangtang Railway. As
at the date of this announcement, the construction of the aforesaid railway
projects is still in progress.
The shareholders of Mengji Railway Company are principally engaged in the
businesses of infrastructure construction, electricity, railway or coal,
respectively.
REASONS FOR AND BENEFITS OF THE INCREASE IN CAPITAL CONTRIBUTIONS IN MENGJI
RAILWAY COMPANY
The Zhangtang Railway is a major passage for outbound shipment of coal in the
Mengxi Ordos region. At present, the Company has acquired a 40% equity interest
in the Changtan coal mine, a 52% equity interest in the Kongduigou coal mine
and a 70% equity interest in the Baoli coal mine in such region, and is
aggressively seeking more coal resources in such region. Together with the
Company's equity investments in other railway construction projects and the
Caofeidian coal storage and distribution base project, as well as the proposed
equity investment in the phase 3 project of a coal terminal in the Caofeidian
Port area in Tangshan Port, the equity investment in the Zhangtang Railway
construction project has great significance to the Company in terms of outbound
coal shipment in the Ordos region or transportation of coal to the
Beijing-Tianjin-Tangshan region for consumption.
In view of the above reasons and the shareholding proportion of the Company in
Mengji Railway Company, the Directors consider that the increase in capital
contributions is in line with the development strategy of the Company, and the
transaction is fair, reasonable and in the interests of the shareholders of the
Company as a whole.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since the consideration ratio (as defined
in Rule 14.07 of the Listing Rules) in respect of the Company's further capital
contribution to Mengji Railway Company is more than 5% but less than 25% and
all other applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) are less than 5%, the Company's increase in capital contribution to
Mengji Railway Company constitutes a discloseable transaction and is only
subject to the reporting and announcement requirements under Chapter 14 of the
Listing Rules, and does not require the approval by the shareholders of the
Company under Chapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Baoli Coal Mine" the Baoli Coal Mine located in Ordos City in Inner
Mongolia, which is operated by the Company; its
designed production scale is 1.2 million tonnes per
annum
"Beijing-Chengde Line" the railway line from Beijing to Chengde
"Beijing-Harbin Line" the railway line from Beijing to Harbin
"Beijing-Tongliao Line" the railway line from Beijing to Tongliao
"Board" the board of Directors of the Company
"Caofeidian Port" a large deep-water port located at the west coast of
Bohai Bay in southern Tangshan
"Changtan Coal Mine" the Changtan Coal Mine located in Ordos City in Inner
Mongolia which the Company has a 40% equity interest;
the mine is still in its preliminary stage of
development
"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
"Directors" the director(s) of the Company
"Hong Kong Stock The Stock Exchange of Hong Kong Limited
Exchange"
"Kongduigou Coal Mine" the Kongduigou Coal Mine located in Zhungeer Bannerin
in Inner Mongolia which is prepared, constructed and
operated by the Company; the mine is still in its
preliminary stage of development
"Listing Rules" The Rules Governing the Listing of Securities on the
Hong Kong Stock Exchange
"Mengji Railway Mengji Railway Company Limited
Company"
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Shareholders of Mengji Hohhot Railway Bureau (which holds 40% equity
Railway Company" interest), the Company, SDIC Communications Co.,
Huaneng Energy & Communications Holdings Co., Ltd,
Ordos Railway Investment Co. Ltd, Inner Mongolia
Yitai Coal Co. Ltd (each of which holds a 9% equity
interest), Hebei Construction Communications
Investment Co. Ltd, China Coal Energy Co. Ltd,
Huadian Coal Industry Group Company Limited (each of
which holds a 5% equity interest)
"Tianjin-Shanhaiguan the railway line from Tianjin to Shanhaiguan
Line"
"Zhangtang Railway" the Zhangtang Railway starting from Kongjiazhuang in
Zhangjiakou City, running eastbound to the west of
Chengde, then turning to the south and passes through
the west of Tangshan to the Caofeidian port, a port
for coal transportation; with 17 stations, the entire
railway line covers 524.98 km in length and connects
to the Beijing-Tongliao Line, the Beijing-Harbin
Line, the Beijing-Chengde Line and the
Tianjin-Shanhaiguan Line, respectively
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 26 August 2011
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