IFA's Advice on Term of the Franchising Contract
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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
INDEPENDENT FINANCIAL ADVISER'S ADVICE
ON TERM OF THE FRANCHISING CONTRACT
BACKGROUND
Reference is made to the announcement of Datang International Power Generation Co., Ltd.
(the "Company") dated 22 January 2015 (the "Announcement") in relation to, among other
things, the Franchising Contract. Unless otherwise defined herein, capitalised terms used
in this announcement shall have the same meanings as those defined in the Announcement.
As set out in the Announcement, since the Denitrification Assets are the supporting and
ancillary facilities of the coal-fired power generating units, the franchise period of
the Denitrification Assets is the same as the operating periods of their corresponding
power generating facilities, which is expected to exceed three years.
Pursuant to Rule 14A.52 of the Listing Rules, the period for the agreement of continuing
connected transaction shall not exceed three years except in special circumstances where
the nature of the transaction requires a longer period. In such case, the Company must
appoint an independent financial adviser to explain why the agreement requires a longer
period and to confirm that it is normal business practice for agreements of this type
to be of such duration. The Board, accordingly, has appointed Quam Capital Limited
("Quam Capital") as the independent financial adviser to provide advice in relation to
the franchise period of the Denitrification Assets under the Franchising Contract.
OPINION OF INDEPENDENT FINANCIAL ADVISER
Quam Capital opines that as the Denitrification Assets are the supporting and ancillary
facilities of the coal-fired power generating units, and the denitrification facilities
will operate with the coal-fired power generating units to achieve flue gas
denitrification, it is necessary to operate the denitrification facilities in order
to ensure flue gas emission from the coal-fired power generating units to meet
the requirements on environmental protection. As such, it is reasonable that the franchise
period of the Denitrification Assets under the Franchising Contract is the same as the
operating periods of their corresponding power generating facilities.
In addition, Quam Capital has also reviewed an announcement of a listed company on the
Stock Exchange other than the Company which is engaged in the investment, development,
operation and management of power plants and coal mines in the PRC, and noted that it has
also entered into contracts with its connected person in relation to provision of, among
other things, services to ensure satisfaction of various national emission standards by the
engaged party. The duration of such services is also more than three years.
Having considered the principal factors and reasons described above, Quam Capital considers
that the duration of the Franchising Contract is justifiable and it is normal business practice
for contract of this type.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 29 January 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