Discloseable Transaction
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of thisannouncement, 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 thisannouncement.
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
INVESTMENT AGREEMENT
On 29 March 2012, the Company entered into the Investment Agreement with
Shaoxing Thermal Power Generation Company to establish the Jiangbin Thermal
Power Generation Company for the purposes of constructing and operating the
Jiangbin Gas Thermal Power Project. Pursuant to the Investment Agreement, the
Company and Shaoxing Thermal Power Generation Company agreed to make capital
contributions in the sum of approximately RMB540 million and approximately
RMB60 million, respectively, to set up the Jiangbin Thermal Power Generation
Company in the proportions of 90% and 10%, respectively. The Company and
Shaoxing Thermal Power Generation Company agreed to provide guarantees to
Jiangbin Thermal Power Generation Company's financing for project construction
in proportion to their respective capital contributions.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since one or more of the applicable
percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of
the Company's capital contribution to Jiangbin Thermal Power Generation 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
capital contribution to Jiangbin Thermal Power Generation Company constitutes a
discloseable transaction and is subject to the reporting and announcement
requirements under Chapter 14 of the Listing Rules, but does not require the
approval by the shareholders of the Company under Chapter 14 of the Listing
Rules.
INVESTMENT AGREEMENT
Date
29 March 2012
Parties to the Investment Agreement
1. The Company
2. Shaoxing Thermal Power Generation Company
To the best of the Directors' knowledge, information and belief having made all
reasonable enquiry, Shaoxing Thermal Power Generation Company and its ultimate
beneficial owner are third parties independent of the Company and the connected
persons of the Company.
Major Terms of the Investment Agreement
1. The Company entered into the Investment Agreement with Shaoxing Thermal
Power Generation Company to establish the Jiangbin Thermal Power Generation
Company for the purposes of constructing and operating the Jiangbin Gas
Thermal Power Project. The total investment for the project amounted to
approximately RMB3,000 million. The project capital amounted to
approximately RMB600 million, accounting for 20% of the total investment.
The Company agreed to contribute RMB540 million by way of cash in the
proportion of 90%; Shaoxing Thermal Power Generation Company agreed to
contribute RMB60 million by way of cash and other non-monetary assetsin the
proportion of 10%.
2. The initial registered capital of Jiangbin Thermal Power Generation Company
is RMB120 million. The parties to the Investment Agreement agreed to make
capital contributions in proportion to their respective capital
contributions by way of cash.The Company and Shaoxing Thermal Power
Generation Company will contribute RMB108 million and RMB12 million,
respectively, to the initial registered capital of Jiangbin Thermal Power
Generation Company. The frequency, timing and amount of the subsequent
capital contributions to be made by the parties will be agreed after
negotiation by the parties in accordance with the progress in the
construction of the project.
3. The differences between the total investment amount and the project capital
will be settled by project financing. The Company and Shaoxing Thermal
Power Generation Company agreed to, if necessary, provide guarantees to
Jiangbin Thermal Power Generation Company's financing in proportion to
their respective capital contributions.
4. The Investment Agreement will become effective upon signing by the relevant
authorized representatives of the parties and sealed with their respective
company chops.
INFORMATION RELATED TO JIANGBIN GAS THERMAL POWER PROJECT
The Jiangbin Gas Thermal Power Project is located in the central part of the
Southern Industrial Park in Jiangbin District, Binhai New Town, Shaoxing City,
Zhejiang Province, and involves the construction of four sets of gas-steam
cycle thermal power cogeneration units. In the first phase of the project, two
sets of 452 MW generating units with a total installed capacity of 904 MW will
be constructed. In December 2011, the project was approved by the National
Development and Reform Commission of Zhejiang Province. Jiangbin Gas Thermal
Project will replace the self-owned coal-fired thermal power units located
downtown to meet consumers' demand for heating in Binhai New Town and
neighboring areas and to support the primary power supply in the Shaoxing area.
Natural gas generated by Jiangbin Gas Thermal Project will be transported via
pipeline. The company, which is responsible for the construction of the natural
gas pipelines outside the plant, has been appointed and has entered into a
supply agreement with Zhejiang Provincial Natural Gas Company.
Jiangbin Thermal Power Generation Company will become a subsidiary of the
Company upon its incorporation.
INFORMATION RELATED 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. The
Company's main service areas are in the PRC.
INFORMATION RELATED TO SHAOXING THERMAL POWER GENERATION COMPANY
Shaoxing Thermal Power Generation Company Limited is a state-owned enterprise
established in 1989. After a three-phase construction, it has a generating
capacity of 27 MW and a heating capacity of 140 t/h. In accordance with a new
town planning scheme, Shaoxing Thermal Power Generation Company Limited will be
relocated and all of its generating units were shut down in 2011.
REASONS FOR AND BENEFITS OF ENTERING INTO THE INVESTMENT AGREEMENT
The Jiangbin Gas Thermal Power Project is located in Shaoxing City, Zhejiang
Province, the PRC, which is the supply center of the economically developed
regions, and is an important contributing source of power and heat supply. To
promote the construction of the project, the Zhejiang provincial government has
appointed Provincial Energy Group and Provincial Electric Power Company to
support the construction of the natural gas pipeline network and electric grid
equipment, and to ensure that the generating units for thermal power will be
launched for operation and transmission of electric power as scheduled. The
project is expected to commence operation by the end of 2012.
The construction and operation of the Jiangbin Gas Thermal Power Project can
effectively alleviate the severe power shortage in Shaoxing district and
promote regional economic development. Moreover, the construction of the
project, in which the Company has a controlling interest, will accelerate the
Company's development in the Zhejiang region, thus further enhancing the
Company's profitability and sustainable development.
In view of the reasons above, the Directors believe that the capital
contributions are in line with the development strategy of the Company, and
that the transaction is fair, reasonable and is in the interests of the
shareholders of the Company as a whole.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since one or more of the applicable
percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of
the Company's capital contribution to Jiangbin Thermal Power Generation 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
capital contribution to Jiangbin Thermal Power Generation Company constitutes a
discloseable transaction and is only subject to the reporting and announcement
requirements under Chapter 14 of the Listing Rules, but 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:
"Board" the board of Directors
"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" directors of the Company
"Hong Kong Stock The Stock Exchange of Hong Kong Limited
Exchange"
"Investment Agreement" the investment agreement entered into between the
Company and Shaoxing Thermal Power Generation
Company on 29 March 2012 in respect of the capital
contribution for Jiangbin Thermal Power Generation
Company for the purposes of constructing and
operating the Jiangbin Gas Thermal Power Project,
the details of which are set out in this
announcement
"Jiangbin Gas Thermal Shaoxing Jiangbin Thermal Power Project, a project
Power Project" which is located in the central part of the
Southern Industrial Park in Jiangbin District,
Binhai New Town, Shaoxing City, Zhejiang Province,
and involves the construction of four sets of
gas-steam cycle thermal power cogeneration units.
In the first phase of the project, two sets of 452
MW generating units with a total installed
capacity of 904 MW will be built
"Jiangbin Thermal Power Zhejiang Datang International Shaoxing Jiangbin
Generation Company" Thermal Power Company
"Listing Rules" The Rules Governing the Listing of Securities on
the Hong Kong Stock Exchange
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 29 March 2012
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