Connected Transaction
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of 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
CONNECTED TRANSACTION
PROPERTY TRANSACTION AGREEMENT
On 27 October 2014, Ganzi Hydropower, a subsidiary of the Company, entered into
the Property Transaction Agreement with Kangding Guoneng, a wholly-owned
subsidiary of CDC. According to the agreement, Ganzi Hydropower agreed to
acquire from Kangding Guoneng the 100% equity interest in Kangding Hydropower
held by Kangding Guoneng at the consideration of RMB53.5666 million.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling shareholder of the
Company, which together with its subsidiaries hold 34.71% of the issued share
capital of the Company. Kangding Guoneng is a wholly-owned subsidiary of CDC
and is therefore a connected person of the Company under the Listing Rules. The
Property Transaction Agreement and the transaction contemplated thereunder
constitute a connected transaction of the Company.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) in respect of the transaction under the Property Transaction
Agreement is higher than 0.1% but lower than 5% and all other applicable
percentage ratios are less than 0.1%, such transaction is only subject to the
reporting and announcement requirements under Chapter 14A of the Listing Rules
and does not require the approval by the independent shareholders of the
Company under Chapter 14A of the Listing Rules.
PROPERTY TRANSACTION AGREEMENT
Date
27 October 2014
Parties to the Agreement
Transferor: Kangding Guoneng
Transferee: Ganzi Hydropower
Main contents of the Agreement
1. Subject of transfer: 100% equity interest in Kangding Hydropower
2. Consideration:
According to the asset valuation report (Zhong He Ping Bao Zi (2014) No.
BJV3028D001) issued by Zhong He Appraisal Company Limited, an independent
valuer, by adopting the asset-based approach as at 31 December 2013, the
valuation benchmark date, the appraised value of Kangding Hydropower after
valuation was RMB53.5666 million and the transaction price for the 100% equity
interest in Kangding Hydropower under the Property Transaction Agreement was
RMB53.5666 million .
3. Principle for determination of consideration:
Ganzi Hydropower agreed to acquire 100% equity interest in Kangding Hydropower
from Kangding Guoneng at the consideration of RMB53.5666 million. The said
consideration is the same as the price of the equity interest as quoted in The
Shanghai Assets and Equity Exchange. The quoted price for such equity interest
was determined according to the valuation of the net assets value of the equity
interest, with 31 December 2013 as the valuation benchmark date, conducted by
an independent valuer.
4. Terms of payment:
Ganzi Hydropower shall settle the balance of consideration (after deducting the
Deposit, i.e., RMB38.566 million) in one lump sum payment by transferring the
said to a clearing account designated by The Shanghai Assets and Equity
Exchange within 5 working days after the execution of the Property Transaction
Agreement. Prior to the execution of the Property Transaction Agreement, Ganzi
Hydropower had paid the Deposit of RMB15 million to The Shanghai Asset and
Equity Exchange. After the Property Transaction Agreement becoming effective,
the Deposit will serve as part of the consideration to fulfill the payment
obligations of Ganzi Hydropower under the Property Transaction Agreement.
5. Other arrangements for the transaction:
i. The existing labour contracts of the employees of Kangding Hydropower would
still be carried out by Kangding Hydropower after completion of the
transaction under the Property Transaction Agreement;
ii. All existing claims and liabilities of Kangding Hydropower will still be
borne by Kangding Hydropower after completion of the transaction under the
Property Transaction Agreement;
iii. All profits and losses related to Kangding Hydropower from 31 December
2013 to the date of completion of the transaction will be borne by Ganzi
Hydropower.
Condition
The Property Transaction Agreement is subject to the satisfaction of the
condition that all parties to the agreement have signed the Property
Transaction Agreement or their respective common seals have been affixed
therein.
DETAILS OF THE EQUITY INTEREST PROPOSED TO BE ACQUIRED
Kangding Hydropower was established in September 2005 with a registered capital
of RMB18.29 million, and its 100% equity interest is held by Kangding Guoneng.
Kangding Hydropower owns and operates 2×8MW hydropower units, responsible for
providing power supply to the construction of Changheba Hydropower Station and
Huangjinping Hydropower Station of Ganzi Hydropower, a subsidiary of the
Company.
As at 30 June 2014, the total assets, the liabilities and the owner's equity of
Kangding Hydropower were RMB70.6076 million, RMB18.0038 million and RMB52.6038
million respectively. The realised net profit for the period between January
and June of 2014 was RMB5.7636 million. (Figures stated in this paragraph are
unaudited).
The net profit of Kangding Hydropower before and after taxation for the
financial year ended 31 December 2012 were RMB27.0063 million and RMB20.2525
million, respectively. The net profit of Kangding Hydropower before and after
taxation for the financial year ended 31 December 2013 were RMB36.0196 million
and RMB27.0147 million, respectively.
Kangding Hydropower will become a wholly-owned subsidiary of Ganzi Hydropower
upon completion of the equity transfer.
REASONS FOR AND BENEFITS OF ENTERING INTO THE PROPERTY TRANSACTION AGREEMENT
As Changheba Hydropower Station and Huangjinping Hydropower Station of Ganzi
Hydropower are currently under construction, Kangding Hydropower provides part
of the electric power it generates to support the construction of both. The
acquisition is able to smooth the management relationship and guarantee the
smooth development of construction projects of Ganzi Hydropower. Besides,
Kangding Hydropower is currently equipped with hydropower units of a capacity
of 16MW installed, the acquisition will increase the Company's installed
capacity of hydropower and meanwhile expand its size of generating units in
service.
The Directors, including independent non-executive directors, are of the view
that the acquisition of the equity interest under the Property Transaction
Agreement is entered into based on normal commercial terms, and the related
transaction is fair and reasonable and is in the interest of shareholders of
the Company as a whole.
APPROVAL BY THE BOARD
No Director is materially interested in the transaction. Connected Directors,
including Chen Jinhang, Hu Shengmu and Fang Qinghai are key members of the
management of CDC, and they have all abstained from voting on the relevant
resolution approving the transaction in the Board meeting according to the
Rules Governing the Listing of Stocks on the Shanghai Stock Exchange.
INFORMATION OF THE PARTIES
Information of the Company
The Company is principally engaged in the construction and operation of power
plants, the sale of electricity and thermal power, the repair and maintenance
of power equipment and power related technical services, with its main service
area being in PRC.
Information of CDC
CDC was established on 9 March 2003 with a registered capital of RMB18.009
billion. It is principally engaged in the development, investment,
construction, operation and management of power energy, organisation of power
(thermal) production and sales; manufacture, repair and maintenance of power
equipment; power technology development and consultation; power engineering,
contracting and consultation of environmental power engineering; development of
new energy as well as development and production of power related coal
resources.
Information of Kangding Guoneng
Kangding Guoneng was incorporated in January 2007 in Kangding County, Ganzi
Prefecture, Sichuan, and is a wholly-owned subsidiary of CDC. It is principally
engaged in the investment in electricity and energy projects, investment in
mineral resources development, investment in transportation, water conservation
and environmental protection infrastructure projects, etc., with an existing
registered capital of RMB143, 055,000.
Information of Ganzi Hydropower
Ganzi Hydropower was established in July 2006 with a registered capital of
RMB1,625,063,300. The company is held by three shareholders, of which: 52.50%
is owned by the Company, 46.88% is owned by CDC, and 0.62% is owned by Ganzi
County Gantou Hydropower Development Company Limited.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling shareholder of the
Company, which together with its subsidiaries hold 34.71% of the issued share
capital of the Company. Kangding Guoneng is a wholly-owned subsidiary of CDC
and is therefore a connected person of the Company under the Listing Rules. The
Property Transaction Agreement and the transaction contemplated thereunder
constitute a connected transaction of the Company.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) in respect of the transaction under the Property Transaction
Agreement is higher than 0.1% but lower than 5% and all other applicable
percentage ratios are less than 0.1%, such transaction is only subject to the
reporting and announcement requirements under Chapter 14A of the Listing Rules
and does not require the approval by the independent shareholders of the
Company under Chapter 14A of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Board" the board of Directors
"CDC" China Datang Corporation, a State-owned
enterprise established under the laws of
the PRC and is the controlling
Shareholder of the Company under the
Listing Rules
"Company" Datang International Power Generation
Company Limited, a sino-foreign joint
stock limited company incorporated in
the PRC on 13 December 1994, whose H
Shares are listed on the Stock Exchange
and the London Stock Exchange and whose
A Shares are listed on the Shanghai
Stock Exchange
"Connected person" has the meaning ascribed to it under the
Listing Rules
"Connected transaction" has the meaning ascribed to it under the
Listing Rules
"Directors" the director(s) of the Company
"Deposit" a deposit of RMB15 million paid by the
transferee to the designated account of
The Shanghai Assets and Equity Exchange
before the entering of the Property
Transaction Agreement at the request of
the transferor and The Shanghai Assets
and Equity Exchange, which is to serve
as the guarantee for the intention to
accept the transfer of the transferee,
and to demonstrate its assets and credit
position and the ability to fulfill the
obligations under the Property
Transaction Agreement
"Ganzi Hydropower" Sichuan Datang International Ganzi
Hydropower Generation Development
Company Limited, as at the date of this
announcement, the Company holds 52.50%
of its equity interests
"Kangding Guoneng" Kangding Guoneng Investment Company
Limited, the details of which is set out
in the section headed "INFORMATION OF
THE PARTIES"
"Kangding Hydropower" Kangding Guoneng Hydropower Generation
Development Company Limited, the details
of which is set out in the section
headed "INFORMATION OF THE PARTIES"
"Listing Rules" the Rules Governing the Listing of
Securities on the Hong Kong Stock
Exchange
"MW" megawatt
"PRC" the People's Republic of China
"Property Transaction Agreement" the "Property Transaction Agreement"
entered into by Ganzi Hydropower and
Kangding Guoneng on 27 October 2014 in
relation to the transfer of 100% equity
interest of Kangding Hydropower
"RMB" Renminbi, the lawful currency of the PRC
"Shareholder(s)" the shareholders of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"The Shanghai Assets and Equity The Shanghai United Assets and Equity
Exchange" Exchange
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 28 October 2014
As at the date of this announcement, the Directors are:
Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, 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