Discloseable Transaction

RNS Number : 0913C

Datang Intl Power Generation Co Ld

27 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.

                            DATANG INTERNATIONAL POWER GENERATION CO., LTD

(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 26 August 2008, the Company resolved to establish Jinzhou Thermal Power Company for the purposes of constructing and operating the Jinzhou 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 despatch 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 despatched 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 26 August 2008, the Company resolved to contribute RMB596,000,000 (equivalent to approximately HK$679,589,510) by way of cash to the registered capital and for the establishment of Jinzhou Thermal Power Company for the purposes of constructing and operating the Jinzhou Thermal Power Project. The cash injection by the Company will represent 100% of the equity interest of Jinzhou Thermal Power Company.

The Jinzhou Thermal Power Project involves a total investment of approximately RMB2,980,000,000 (equivalent to approximately HK$3,397,947,548). The registered capital of Jinzhou Thermal Power Company, i.e. RMB596,000,000 (equivalent to approximately HK$679,589,510), accounts for about 20% of the total investment of the project. The Company's total capital commitment in the Jinzhou Thermal Power Project is in the sum of RMB2,980,000,000 (equivalent to approximately HK$3,397,947,548). Upon the registration of Jinzhou Thermal Power Company, the Company will contribute the first installment of the registered capital of Jinzhou Thermal Power Company in the sum of RMB250,000,000 (equivalent to approximately HK$285,062,714) by way of cash. The Company will contribute the remaining registered capital to Jinzhou Thermal Power Company in cash in accordance with the construction progress of the Jinzhou Thermal Power Project. As at the date of this announcement, the Company has not contributed any registered capital to Jinzhou Thermal Power Company. The Company's contribution to the registered capital of Jinzhou Thermal Power Company will be funded by its internal resources.  

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

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

Information relating to the GROUP

The Group 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 Group's main service areas are in the PRC.

  Information relating to THE JINZHOU Thermal Power Project 

The Jinzhou Thermal Power Project is located in Taihe District, Jinzhou City, Liaoning Province, the PRC, and involves the construction of two 300 MW coal-fired heat supply and power generation units. The Jinzhou Thermal Power Project is expected to be an environmental-friendly power plant with high efficiency. Upon completion of construction, the Jinzhou Thermal Power Project will replace the coal-fired heating boilers which provide scattered heat supply in Jinzhou City and will provide an annual heat supply of approximately 6,220,000 GJ, thereby easing the demands of heat supply in Jinzhou City. All of the power generated by the Jinzhou Thermal Power Project will be transmitted to the Liaoning Power Grid. The Jinzhou Thermal Power Project was approved by the National Development and Reform Commission of the PRC in June 2008.

REASONS FOR AND BENEFITS OF investing IN THE JINZHOU Thermal Power Project 

The Jinzhou Thermal Power Project is located in Jinzhou City, Liaoning Province, where a fairly cold climate results in a long heating period. The current heat supply in the area is provided by obsolete small coal-fired boilers, which are characterised by high power consumption and a high level of pollution. This results in a waste of resources and causes air pollution to the downtown area. Upon completion of the Jinzhou Thermal Power Project, the area with centralised heat supply will be increased and the pressure of the demand for heat supply can be relieved for the downtown area of Jinzhou City. In addition, the air quality in the area is expected to be improved significantly. The Company may also benefit from the increasing power demand in Jinzhou City and Liaoning Province, thereby facilitating the Company's further development and increasing returns for the Shareholders. 

The Directors consider that the Company's investment in the Jinzhou 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 despatch of circular requirements as set out in Rules 14.34 to 14.39 of the Listing Rules.

DESPATCH OF CIRCULAR

A circular containing details of the investment will be despatched 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 Shares'		the domestic ordinary shares of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange
'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 of Hong Kong Limited and the London Stock Exchange and whose A Shares are listed on the Shanghai Stock Exchange
'Directors'		directors of the Company
'Domestic Shares'		the 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
'GJ'		giga joules
'Group'		the Company and its Subsidiaries
'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 Shares'		the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on The Stock Exchange of Hong Kong Limited and the London Stock Exchange

'Jinzhou Thermal Power Company'		Liaoning Datang International Jinzhou Thermal Power Company Limited. The Company planned to contribute 100% equity to its establishment pursuant to the resolutions of the Board dated 26 August 2008
'Jinzhou Thermal Power Project'		the Liaoning Datang International Jinzhou Thermal Power Project Phase 1 of the Company, which involves the planned construction and operation of two 300 MW coal-fired heat supply and power generation units
'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 shares 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)
'Subsidiary'		has the meaning ascribed to it under the Listing Rules
'%'		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, 26 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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