Re Agreement
Beijing Datang Power Generation Com
22 October 2002
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 Venture Limited Company incorporated in the People's
Republic of China)
DISCLOSEABLE TRANSACTION
The Board of the Company wishes to announce that the Company has entered into
the Li Xian Jiang Joint Venture Agreement, the Na Lan Joint Venture Agreement
and the Ma Lu Tang Agreement.
The Li Xian Jiang Joint Venture Agreement
The Company and Si Mau Asset have entered into the Li Xian Jiang Joint Venture
Agreement on 18 October 2002 to establish Li Xian Jiang Company for the purpose
of constructing and operating three hydropower stations of the Li Xian Jiang
Hydropower Project. Pursuant to the Li Xian Jiang Joint Venture Agreement, the
Company and Si Mau Asset agreed to contribute RMB 98,000,000 and RMB 42,000,000
respectively in cash to the registered capital of Li Xian Jiang Company,
representing 70% and 30% of such registered capital respectively.
The Na Lan Joint Venture Agreement
The Company, Jin Ping Power and Hua Ke Power have entered into the Na Lan Joint
Venture Agreement on 18 October 2002 to establish Na Lan Company for the purpose
of constructing and operating the Na Lan Hydropower Project. Pursuant to the Na
Lan Joint Venture Agreement, the Company, Jin Ping Power and Hua Ke Power have
agreed to contribute RMB 87,727,140, RMB 60,204,900 and RMB 24,001,960
respectively in cash to the registered capital of Na Lan Company, representing
51%, 35% and 14% of such registered capital respectively.
The Ma Lu Tang Agreement
Ma Lu Tang Power was established by seven Chinese companies in September 2001
for the purpose of constructing the Ma Lu Tang Hydropower Project. Pursuant to
the Ma Lu Tang Agreement, Ma Lu Tang Power's shareholders and the Company agreed
that the Company would contribute RMB 30,000,000 in cash to the registered
capital of Ma Lu Tang Power and become one of the shareholders of Ma Lu Tang
Power.
The Li Xian Jiang Joint Venture Agreement constitutes a discloseable
transaction. A Circular will be despatched to the shareholders with the relevant
information. The disclosure of the Na Lan Joint Venture Agreement and the Ma Lu
Tang Agreement is for the shareholders' information. The trading of shares of
the Company was suspended from 9:30 a.m. on 21 October 2002 pending the issue of
this announcement. The shares of the Company have resumed trading from 9:30 a.m.
on 22 October 2002.
The Li Xian Jiang Joint Venture Agreement
Date
18 October 2002
Parties
1) The Company
2) Si Mau Asset
Background
The Li Xian Jiang Hydropower Project consists of 3 hydropower stations. The
above parties have agreed to establish Li Xian Jiang Company as a joint venture
company for the purpose of planning, constructing and operating the 3 hydropower
stations of the Li Xian Jiang Hydropower Project (the 'Three Hydropower
Stations'), namely:
1) Ya Yang Shan Hydropower Station
The estimated total investment amounts to RMB 700,860,000. It is
proposed to consist of a set of 3x33 MW hydraulic-turbine generating
units.
2) Long Ma Hydropower Station
The estimated total investment amounts to RMB 1,330,000,000. It is
proposed to consist of a set of 3x80 MW hydraulic-turbine generating
units.
3) Ju Pu Du Hydropower Station
The estimated total investment amounts to RMB 1,022,000,000. It is
proposed to consist of a set of 3x80 MW hydraulic-turbine generating
units.
The total amount of investment of the Three Hydropower Stations is approximately
RMB 3,052,860,000. The final total investment will, however, be in accordance
with the amount approved by the relevant government authorities in the PRC.
Major Terms
The registered capital of Li Xian Jiang Company is proposed to be RMB
140,000,000. The Company agreed to contribute towards 70% (RMB 98,000,000) while
Si Mau Asset agreed to contribute towards 30% (RMB 42,000,000) of the registered
capital of Li Xian Jiang Company. All contributions shall be paid by the parties
in cash. Any profits generated by Li Xian Jiang Company will be shared between
the Company and Si Mau Asset in accordance with the percentage of their
respective shareholdings in Li Xian Jiang Company. The timing and the amount for
the injection of capital shall be decided by the Board of Li Xian Jiang Company
at a board meeting and approved at a shareholders' meeting.
The total investment required by the Li Xian Jiang Hydropower Project is
approximately RMB 3,052,860,000 (subject to any adjustment made by the relevant
PRC government authorities). The Company and Si Mau Asset agreed that Li Xian
Jiang Company will be responsible for obtaining further financing required for
the Li Xian Jiang Hydropower Project, in respect of which the Company and Si Mau
Asset agreed to guarantee 70% and 30% respectively on a several basis. The
Company will comply with the relevant Listing Rules in relation to such
guarantee.
The Board of Directors of Li Xian Jiang Company shall consist of seven Directors
in total, 4 of which shall be appointed by the Company, 2 of which shall be
appointed by Si Mau Asset and 1 of which shall be appointed by and out of the
employees of Li Xian Jiang Company.
The Li Xian Jiang Joint Venture Agreement will become effective when all
necessary approvals in the PRC have been obtained.
The Directors expect that Li Xian Jiang Company, once established, will be
treated as a subsidiary of the Company.
Discloseable Transaction
The Li Xian Jiang Joint Venture Agreement constitutes a discloseable
transaction.
The Na Lan Joint Venture Agreement
Date
18 October 2002
Parties
1) The Company
2) Jin Ping Power
3) Hua Ke Power
Background
The Na Lan Hydropower Project consists of a set of 3x45MW hydraulic-turbine
generating units. The above parties have agreed to establish Na Lan Company as a
joint venture company for the purpose of constructing and operating the Na Lan
Hydropower Project.
Major Terms
The registered capital of Na Lan Company is proposed to be approximately RMB
172,014,000, being 20% of the total investment of the Na Lan Hydropower Project.
The Company agreed to contribute towards 51% (RMB 86,700,000) while Jin Ping
Power agreed to contribute towards 35% (RMB 59,500,000) and Hua Ke Power agreed
to contribute towards 14% (RMB 23,800,000) of the registered capital of Na Lan
Company. All contributions shall be paid by the parties in cash. Any profits
generated by Na Lan Company will be shared between the Company, Jin Ping Power
and Hua Ke Power in accordance with the percentage of their respective
shareholdings in Na Lan Company. The timing and the amount for the injection of
capital shall be decided by the Board of Na Lan Company at a board meeting and
approved at a shareholders' meeting.
The total investment required by the Na Lan Hydropower Project is approximately
RMB 860,070,000 (subject to any adjustment made by the relevant PRC government
authorities) and Na Lan Company will be responsible for obtaining further
financing, in respect of which the Company, Jin Ping Power and Hua Ke Power
agreed to guarantee 51%, 35% and 14% respectively on a several basis. The
Company will comply with the relevant Listing Rules in relation to such
guarantee.
The Board of Directors of Na Lan Company shall consist of seven Directors in
total: 3 of which shall be appointed by the Company, 2 of which shall be
appointed by Jin Ping Power, 1 of which shall be appointed by Hua Ke Power and 1
of which shall be appointed by and out of the employees of Na Lan Company.
The Na Lan Joint Venture Agreement will become effective when all necessary
approvals in the PRC have been obtained.
The Directors expect that the Na Lan Company will be treated as a subsidiary of
the Company.
The Ma Lu Tang Agreement
Date
17 October 2002
Parties
• The Company
• The State Power Corporation -- Kunming Exploration and
Testing Design Research Institute Labour Union
• Yunnan Wen Shan Power Company Limited
• Wen Shan Pan Long He Hydropower Development Company Limited
• Yunnan Wen Shan Power Industry Company
• Jiang He Rural Electric Development Company Limited
• Wen Shan Water Resource & Hydropower Company Limited
• Wen Shan Zhou Water Resource Power Factory
Background
Ma Lu Tang Power was established by the above parties (except the Company) in
September 2001 for the purpose of constructing the Ma Lu Tang Hydropower
Project. The total investment of the Ma Lu Tang Hydropower Project amounts to
RMB 415,000,000.
Pursuant to the Ma Lu Tang Agreement, the Company and the seven other
shareholders of Ma Lu Tang Power agreed that the Company would contribute RMB
30,000,000 to the registered capital of Ma Lu Tang Power and become a
shareholder of Ma Lu Tang Power. Any profits generated by Ma Lu Tang Power will
be shared between the parties in accordance with the percentage of their
respective shareholdings in Ma Lu Tang Power.
The Ma Lu Tang Hydropower Project will consist of a set of 2x50MW
hydraulic-turbine generating units.
Major Terms
The Company agreed to contribute RMB 30,000,000 to the registered capital of Ma
Lu Tang Power, increasing its registered capital from RMB 100,600,000 to RMB
130,600,000. After the capital injection of RMB 30,000,000 by the Company, the
Company will own approximately 22.97% of the capital of Ma Lu Tang Power. The Ma
Lu Tang Agreement is to be treated as an investment of the Company.
There are currently nine Directors in Ma Lu Tang Power. When the Ma Lu Tang
Agreement becomes effective, the Company is entitled to appoint two additional
Directors to the Board of Ma Lu Tang Power.
The Ma Lu Tang Agreement will become effective when all necessary approvals in
the PRC have been obtained and when the Board of Ma Lu Tang Power and the
shareholders of Ma Lu Tang Power have approved it.
There is no provision in the Ma Lu Tang Agreement in relation to how the
difference between the total investment and the registered capital of Ma Lu Tang
Power is to be financed. The Directors expect that such difference would be
financed by third party borrowings.
Reasons for entering into the Agreements
The resources for hydropower construction are abundant in Yunnan and the
investment environment is relatively favourable for newly established power
enterprises in the Western region of the PRC. In support of the development of
the Western region, the PRC Government has granted certain favourable policies
to such newly established power enterprises. The Li Xian Jiang Hydropower
Project, the Na Lan Hydropower Project and the Ma Lu Tang Hydropower Project
have been included into Yunnan's Power Construction Project Planning of the
Tenth Five-Year Plan and the Eleventh Five-Year Plan.
Entering into the Agreements will enable the Company to participate in the
construction and operation of hydropower projects in Yunnan. This will expand
the business horizon of the Company and enhance the Company's capability in
sustainable development, thus raising the shareholder value of the Company. The
Company is funding the three Agreements through its internal resources.
General
All the contractual parties to the Agreements (except the Company) are
independent of each other and are not connected with the promoters, directors,
supervisors, chief executive, substantial shareholders of the Company or any of
their respective associates.
The trading of shares of the Company was suspended from 9:30 a.m. on 21 October
2002 pending the issue of this announcement. The shares of the Company have
resumed trading from 9:30 a.m. on 22 October 2002.
Definitions
The Agreements : The Li Xian Jiang Joint Venture Agreement, the Na Lan Joint Venture Agreement
and the Ma Lu Tang Agreement.
The Board : The Board of Directors
The Company : Beijing Datang Power Generation Co. Ltd.
Si Mau Asset : Si Mau Area State-Owned Asset Operation Company
Limited
Li Xian Jiang Company : Yunnan Datang Li Xian Jiang Hydropower Development Company Limited
Na Lan Company : Yunnan Datang Jin Ping Hydropower Company Limited
Hua Ke Power : Beijing Hua Ke Power Engineering Technology Company Limited
Jin Ping Power : Jin Ping Power Company Limited
Ma Lu Tang Power : Wen Shan Ma Lu
Tang Power Generation Company Limited
The Li Xian Jiang Joint : Venture The agreement dated 18 October 2002 between the Company and Si Mau Asset in
Agreement respect of the establishment of Li Xian Jiang Company.
The Na Lan Joint Venture Agreement: The agreement dated 18 October 2002 between the Company, Jin Ping Power and
Hua Ke Power in respect of the establishment of Na Lan Company.
The Ma Lu Tang Agreement : The agreement dated 17 October 2002 between the Company, the State Power
Company Kunming Investigation Design and Research Union; Yunnan Wen Shan Power
Company Limited, Wen Shan Pan Long He Hydropower Development Company Limited,
Yunnan Wen Shan Power Industry Company; Jiang He Rural Electric Development
Company; Wen Shan Water Resource & Hydropower Project Company and Wen Shan
Zhou Water Resource Power Factory.
The Three Power Stations : Ya Yang Shan Hydropower Station, Long Ma Hydropower Station, Ju Pu Du
Hydropower Station.
The Li Xian Jiang Hydropower Project: The planning, constructing and operation of the Three Hydropower Stations.
The Listing Rules : The Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Ltd.
Note: For the purpose of this announcement, all amounts in RMB were
translated into HK$ at an exchange rate of RMB 1.06: HK$1.00.
By Order of the Board
Beijing Datang Power Generation Co. Ltd.
Yang Hongming
Company Secretary
Beijing, 21 October 2002
This information is provided by RNS
The company news service from the London Stock Exchange