Discloseable Transaction

RNS Number : 6271A

Datang Intl Power Generation Co Ld

05 August 2008

 



The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(a sino-foreign joint stock limited company incorporated in the People's Republic of China)(Stock Code: 991)

ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

The Board announces that on 4 August 2008, the Company agreed to establish Zhang Jia Kou Thermal Power Company for the purposes of constructing and operating the Zhang Jia Kou Thermal Power Project. DISCLOSEABLE TRANSACTION Since the consideration ratio (as defined in Rule 14.07 of the Listing Rules) is more than 5% but less than 25%, the investment constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules which is subject to the notification, announcement and dispatch of circular requirements as set out in Rules 14.34 to 14.39 of the Listing Rules. A circular containing details of the investment will be dispatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules.

INVESTMENT DETAILS

Pursuant to the resolutions of the Board dated 4 August 2008, the Company agreed to contribute RMB580,000,000 (equivalent to approximately HK$661,345,496) by way of cash for 100% equity interest in Zhang Jia Kou Thermal Power Company for the purpose of establishing Zhang Jia Kou Thermal Power Company in order to construct and operate the Zhang Jia Kou Thermal Power Project.

The Zhang Jia Kou Thermal Power Project involves a total investment of approximately RMB2,900,680,000 (equivalent to approximately HK$3,307,502,851), in which the registered capital of Zhang Jia Kou Thermal Power Company accounts for 20% of the total investment of the project, i.e.: approximately RMB580,000,000 (equivalent to approximately HK$661,345,496). The Company's total capital commitment in Zhang Jia Kou Thermal Power Project is in the sum of RMB2,900,680,000. Upon the registration of Zhang Jia Kou Thermal Power Company, the Company will contribute the first installment of the registered capital of Zhang Jia Kou Thermal Power Company in the sum of RMB150,000,000 (equivalent to approximately HK$171,037,628) by way of cash. The Company will contribute the remaining registered capital to Zhang Jia Kou Thermal Power Company in cash in accordance with the construction progress of Zhang Jia Kou Thermal Power Project. As at the date of this announcement, the Company has not contributed any registered capital to Zhang Jia Kou Thermal Power Company. The Company's contribution to the registered capital of Zhang Jia Kou Thermal Power Company will be funded by its internal resources.

All funds required for the Zhang Jia Kou Thermal Power Project will be financed by Zhang Jia Kou Thermal Power Company's registered capital and financing or loans from domestic third parties. The Company agreed to, if necessary, provide guarantees for Zhang Jia Kou Thermal Power Company against its borrowings or loans. In the event that any further capital injections or provision of guarantees against the borrowings of Zhang Jia Kou Thermal Power Company are required of the Company, the Company will comply with the relevant requirements under the Listing Rules as appropriate.

Zhang Jia Kou Thermal Power Company will be owned as to 100% by the Company and become a wholly-owned subsidiary of the Company upon its establishment and the results of Zhang Jia Kou Thermal Power Company will be consolidated into the accounts of the Company subsequent to its establishment.

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.

  Information relating to THE Zhang Jia Kou Thermal Power Project 

The Zhang Jia Kou Thermal Power Project is located in Zhang Jia Kou Gaoxin District, Hebei Province, the PRC and involves the construction of two 300 MW coal-fired heat supply units. This project will provide an annual heat supply of approximately 6,916,000 GJ upon completion of construction and will ease the pressure of heat supply demand in the downtown area of Zhang Jia Kou city by replacing the heating boilers which currently provide scattered heat supply in the downtown area of Zhang Jia Kou city. All of the power generated will be transmitted to the North China Power Grid. The Zhang Jia Kou Thermal Power Project was approved by the National Development and Reform Commission in July 2008.

REASONS FOR AND BENEFITS OF investing IN THE Zhang Jia Kou Thermal Power Project 

The Zhang Jia Kou Thermal Power Project is located in Zhang Jia Kou city with a fairly cold climate which requires a long heating period. Due to the lack of a centralised heating source in the area, the city has long been relying on small boilers which deliver scattered heat supply for the city. This causes a huge demand for heat supply, a waste of resources and air pollution to the downtown area. Upon the completion of the Zhang Jia Kou Thermal Power Project, the downtown area of Zhang Jia Kou city will obtain access to centralised heat supply and the pressure of the demand for heat supply in the area can be relieved. The Company will also benefit from the rising power demand in Zhang Jia Kou city, thus facilitating the Company's further development and increasing the returns for the Shareholders. Meanwhile, upon completion of the project, the discharge of pollutants in the Zhang Jia Kou region will be greatly reduced and the air quality in the region will be improved. 

The Directors consider that its investment in the Zhang Jia Kou Thermal Power Project is fair and reasonable and in the best interest of the Company and the Shareholders as a whole.

DISCLOSEABLE TRANSACTION

Since the consideration ratio (as defined in Rule 14.07 of the Listing Rules) is more than 5% but less than 25%, the investment constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules which is subject to the notification, announcement and dispatch of circular requirements as set out in Rules 14.34 to 14.39 of the Listing Rules.

  DISPATCH OF CIRCULAR

A circular containing details of the investment will be dispatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules. 

DEFINITIONS 

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

'A Share(s)'		the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each and are listed on the Shanghai Stock Exchange
'Board'		the board of Directors
'Directors'		directors of the Company
'Domestic Shares'		ordinary shares issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi
'Company'		Datang International Power Generation Co., Ltd., a sino-foreign joint stock limited company incorporated in the PRC on 13 December 1994, of which the H Shares are listed on The Stock Exchange of Hong Kong Limited and the London Stock Exchange and the A Shares are listed on the Shanghai Stock Exchange
'GJ'		giga joules
'HK$'		Hong Kong dollar(s) and cent(s), the lawful currency of Hong Kong
'Hong Kong'		the Hong Kong Special Administrative Region of the PRC
'H Share(s)'		the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on The Stock Exchange of Hong Kong Limited and the London Stock Exchange

'Listing Rules'		The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
'London Stock Exchange'		The London Stock Exchange Limited
'MW'		megawatts
'PRC'		the People's Republic of China
'RMB'		the lawful currency of the PRC
'Shares'		the ordinary share(s) of the Company with a nominal value of RMB1.00 each, comprising Domestic Shares and H Shares
'Shareholder(s)'		the holder(s) of the Share(s)
'Zhang Jia Kou Thermal Power Company'		Hebei Datang International Zhang Jia Kou Thermal Power Company Limited which the Company planned to contribute 100% equity to its establishment pursuant to the resolutions of Board dated 4 August 2008
'Zhang Jia Kou Thermal Power Project'		A construction of two 300 MW coal-fired heat supply units in Hebei Datang International Zhang Jia Kou Thermal Power Project Phase 1, which the Company planned to construct and operate
'%'		per cent

Note: Unless otherwise specified and for reference only, the conversion of Hong Kong dollars into

Renminbi is based on the exchange rate of HK$1= RMB0.877 in this announcement.

By Order of the Board  

Zhou Gang   

Secretary to the Board 

Beijing, the PRC, 4 August 2008

  As at the date of this announcement, the directors of the Company are:

Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, 

Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, 
Yu Changchun*, Xia Qing* and Li Hengyuan*

* Independent non-executive directors

 

END

 

 

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