Re Agreement
Beijing Datang Power Generation Com
20 February 2001
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.
BEIJING DATANG POWER GENERATION COMPANY LIMITED
(A sino-foreign joint stock limited company incorporated in the
People's Republic of China)
CONNECTED TRANSACTION
According to an Investment Agreement to Establish Yunnan Kaiyuan
Power Plant made amongst Beijing Datang Power Generation Company
Limited (the 'Company'), Honghe Tobacco Factory, Yunnan Power
Group Company Limited, Yunnan Province Xiaolongtan Mining Bureau
and Yunnan Development and Investment Company Limited, and in
accordance with the regulations of the PRC Company Law, the
parties to such agreement have agreed to establish Yunnan
Kaiyuan Power Generation Company Limited to jointly develop the
Yunnan Kaiyuan Power Plant. The matter constitutes a connected
transaction for the Company under Chapter 14 of the Rules
Governing the Listing of Securities on the Stock Exchange of
Hong Kong Limited.
INTRODUCTION
On 7 January 2001, the Company entered into an Investment
Agreement to Establish Yunnan Kaiyuan Power Plant ('Investment
Agreement') with Honghe Tobacco Factory ('Honghe Factory'),
Yunnan Power Generation Group Company Limited ('Yunnan Power'),
Yunnan Province Xiaolongtan Mining Bureau ('Mining Bureau') and
Yunnan Province Development and Investment Company Limited
('Development and Investment Co') to establish Yunnan Kaiyuan
Power Generation Company Limited.
Pursuant to the Investment Agreement, the Company, Honghe
Factory, Yunnan Power, Mining Bureau and Development and
Investment Co, in accordance with the PRC Company Law, will have
investment interest of 15%, 32%, 19%, 18% and 16%, respectively
in Yunnan Kaiyuan Power Generation Company Limited ('Kaiyuan
Power Generation Co'). The parties to the Investment Agreement
agreed to invest in Kaiyuan Power Generation Co with the view to
jointly develop Yunnan Kaiyuan Power Plant ('Kaiyuan Power
Plant').
As North China Power Group Company ('NCPGC') holds shares of the
Company representing approximately 35.43% of the total
registered share capital of the Company, according to the Rules
Governing the Listing of Securities on the Stock Exchange of
Hong Kong Limited (the 'Listing Rules'), NCPGC is a controlling
shareholder of the Company. Both NCPGC and Yunnan Power are
subsidiaries of the State Power Company ('State Power'), the
transaction therefore constitutes a connected transaction of the
Company pursuant to Chapter 14 of the Listing Rules.
THE INVESTMENT
Pursuant to the Investment Agreement, the total investment of
Kaiyuan Power Generation Co is RMB2,690 million (pending final
examination and approval of the budgetary estimate by the
parties to the agreement and the State) and the registered
capital is RMB538 million. The registered capital of Kaiyuan
Power Generation Co will be contributed in cash by the Company,
Honghe Factory, Yunnan Power, Mining Bureau and Development and
Investment Co as to 15%, 32%, 19%, 18% and 16%, respectively.
Accordingly, the Company will contribute RMB80.7 million to the
registered capital of Kaiyuan Power Generation Co. Such amount
will be funded from the Company's own internal financial
resources.
No decision has yet been made on how the balance of the total
investment other than the registered capital will be funded. It
is proposed that such amount will be funded by way of project
financing or from bank borrowings.
Kaiyuan Power Generation Co is a company with limited liability
and has a term of 20 years (excluding the project construction
period).
Kaiyuan Power Generation Co will be located close to Yunnan
Xiaolongtan Coal Mine in Kaiyuan City, Honghe Zhou, Yunnan
Province. Kaiyuan Power Plant will comprise two 300MW coal-fired
generation units. Construction of the project is expected to
start in 2002, and the two coal-fired generation units are
expected to be completed in 2004 and 2005, respectively.
The electric power produced by Kaiyuan Power Generation Co will
be purchased and sold by Yunnan Power in accordance with the
relevant PRC regulations and a Power Purchase and Sale Contract
to be made separately between Kaiyuan Power Generation Co and
Yunnan Power. Kaiyuan Power Generation Co will produce and
operate according to the Yunnan grid's centralised management
and a Grid Connection Agreement and Management Agreement to be
made separately between Kaiyuan Power Generation Co and Yunnan
Power.
REASON FOR THE INVESTMENT
The principal business of the Company is to develop, construct,
own and operate coal-fired power plants. The Directors believe
that the investment will not only increase the installed
capacity of the Company, increase its investment base,
strengthen its asset base and increase the return for
shareholders, but will also help the Company realise its
development plan to expand its investment base to areas outside
the Beijing-Tianjin-Tangshan region.
In 1999, the Chinese government announced its policy to develop
China's western area. One of the key projects for development
was to construct an electric power grid to develop the rich
power resources in China's western area, which includes Yunnan
Province and to transmit the electric power to east China.
On 3 August 2000, the Yunnan Provincial Government entered into
a power supply agreement with the Guangdong Provincial
Government. The agreement envisaged that, starting from 2003,
Yunnan Province would supply to Guangdong Province approximately
1,600,000kw of electric power per year during the high-water
season, and 900,000kw of electric power per year during the low-
water season. The Kaiyuan Power Plant project is part of The
Tenth Five Year Plan For The Power Industry for Yunnan Province.
Yunnan Province is adjacent to Vietnam and other Southeast Asian
countries. Yunnan's abundant water and coal resources have given
it great advantages for power generation. The Company's
investment in Kaiyuan Power Generation Co and vis-a-vis Yunnan
Province will provide the Company with a strategic position to
strengthen its power investment in Yunnan, and to supply
countries in Southeast Asia with electric power via Yunnan.
GENERAL
For reasons set out above, the investment constitutes a
connected transaction for the Company. As the consideration for
the transaction represents less than 3% of the net tangible
assets value of the Company, this announcement is made for the
purpose of compliance with the Listing Rules. The transaction
details will be included in the Company's next annual report and
accounts. The Directors consider the provisions of the
Investment Agreement are fair and reasonable and are on normal
commercial terms. The independent non-executive directors of the
Company have also approved the terms of the Investment
Agreement.
By order of the Board
Beijing Datang Power Generation
Company Limited
Yang Hongming
Company Secretary
Beijing, 19 February 2001