Continuing Connected Transactions
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
CONTINUING CONNECTED TRANSACTIONS
FUEL FRAMEWORK AGREEMENTS
On 6 February 2013, the Company and certain of its subsidiaries entered into
the Fuel Framework Agreements with certain connected persons to carry out the
following continuing connected transactions:
1. Purchase of coal from Beijing Datang Fuel Company and its subsidiaries by
the Company and its subsidiaries
(1) The Company entered into the Fuel Purchase Framework Agreement with
Beijing Datang Fuel Company, pursuant to which the Company and certain
of its subsidiaries agreed to purchase coal from Beijing Datang Fuel
Company with a maximum aggregate annual transaction amount of
approximately RMB35,505 million for a term of one year commencing
from 1 January 2013 to 31 December 2013.
(2) Six subsidiaries of the Company entered into eight Inner Mongolia Fuel
Purchase Framework Agreements with Inner Mongolia Fuel Company
respectively, pursuant to which each of such six subsidiaries of the
Company agreed to purchase coal from Inner Mongolia Fuel Company with
a maximum aggregate annual transaction amount of approximately
RMB5,425 million for a term of one year commencing from 1 January
2013 to 31 December 2013.
2. Sale of coal by Hong Kong Company to certain subsidiaries of the Company
(1) Hong Kong Company entered into the Hong Kong-Beijing Fuel Sale
Framework Agreement with Beijing Datang Fuel Company, pursuant to
which Hong Kong Company agreed to sell coal to Beijing Datang Fuel
Company, with a maximum aggregate annual transaction amount of
approximately USD380 million, equivalent to RMB2,367.4 million for
a term of one year commencing from 1 January 2013 to 31 December 2013.
(2) Hong Kong Company entered into the Hong Kong-Power Plants Fuel Sale
Framework Agreement with the Company, pursuant to which Hong Kong
Company agreed to sell coal to Lvsigang Power Generation Company
and Chaozhou Power Generation Company, with a maximum aggregate
annual transaction amount of approximately USD522 million, equivalent
to RMB3,252.1 million, for a term of one year commencing from 1
January 2013 to 31 December 2013.
ANNUAL SHIPPING FRAMEWORK AGREEMENT
Provision of transportation service to Beijing Datang Fuel Company by a
subsidiary of the Company
Shipping Company, a subsidiary of the Company, entered into the Annual Shipping
Framework Agreement with Beijing Datang Fuel Company, pursuant to which
Shipping Company agreed to provide coal transportation service to Beijing
Datang Fuel Company with a maximum aggregate annual transaction amount of
approximately RMB385 million for a term of one year commencing from 1 January
2013 to 31 December 2013.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling shareholder of the
Company, which together with its subsidiaries hold approximately 34.71% of the
issued share capital of the Company. Since CDC and its subsidiaries hold
certain equity interests in Beijing Datang Fuel Company, Inner Mongolia Fuel
Company, Lvsigang Power Generation Company and Chaozhou Power Generation
Company, which are subsidiaries of the Company, such subsidiaries are connected
persons of the Company. The transactions contemplated under the Fuel Framework
Agreements and the Annual Shipping Framework Agreement constitute continuing
connected transactions of the Company.
Since (i) one or more of the applicable percentage ratios (as defined under
Rule14.07 of the Listing Rules) in respect of the aggregated transaction amount
for purchase of coal under the Fuel Purchase Framework Agreement and the Inner
Mongolia Fuel Purchase Framework Agreements; and (ii) one or more of the
applicable percentage ratios in respect of the aggregated transaction amount
for sale of coal under the Hong Kong-Beijing Fuel Sale Agreement and Hong
Kong-Power Plants Fuel Sale Agreement are all higher than 5%, the Fuel
Framework Agreements and the transactions contemplated thereunder are subject
to the reporting and announcement requirements, as well as the independent
shareholders' approval requirements under Chapter 14A of the Listing Rules.
Since all of the applicable percentage ratios in respect of the transaction
amount under the Annual Shipping Framework Agreement are below 5%, the Annual
Shipping Framework Agreement and the transactions contemplated thereunder are
subject to the reporting and announcement requirements, but are exempted from
the independent shareholders' approval requirements under Chapter 14A of the
Listing Rules.
The Company will disclose the relevant details in the next annual report and
accounts of the Company in accordance with the relevant requirements as set out
in Chapter 14A of the Listing Rules. A circular containing details of the Fuel
Framework Agreements, a letter from the independent board committee and a
letter from the independent financial advisor, both advising the terms of the
Fuel Framework Agreements, will be dispatched to the Shareholders on or before
4 March 2013.
PURCHASE OF COAL FROM BEIJING DATANG FUEL COMPANY AND ITS SUBSIDIARIES BY THE
COMPANY AND ITS SUBSIDIARIES
1. Fuel Purchase Framework Agreement
Date: 6 February 2013
Parties: The Company, Beijing Datang Fuel Company
Major terms:
(1) Subject matter: the Company and its subsidiaries agreed to purchase coal
from Beijing Datang Fuel Company during the term of the agreement.
The parties may, from time to time during the term of the agreement,
enter into specific purchase contracts in respect of the purchase of coal
by the Company, and such specific purchase contracts shall be subject to
the terms of the Fuel Purchase Framework Agreement.
(2) Consideration: To be determined in the ordinary course of business on
ormal commercial terms on the basis of arm's length negotiation
according to prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by the relevant parties
in accordance with the confirmed settlement invoice.
(4) Term: One year, commencing from 1 January 2013 to 31 December 2013.
The Company confirms that each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the
transaction amounts under the Fuel Purchase Framework Agreement for the
period from 1 January 2013 to the date of this announcement does not
exceed the de minimis threshold under Chapter 14A of the Listing Rules.
(5) The Fuel Purchase Framework Agreement becomes effective when they are
duly signed by both parties.
Annual cap
It is expected that the maximum transaction amount in respect of the Fuel
Purchase Framework Agreement for the year ending 31 December 2013 is RMB35,505
million; such amount is determined with reference to (i) the anticipated
quantity of coal to be purchased by the Company and its subsidiaries from
Beijing Datang Fuel Company for the year ending 31 December 2013; and (ii) the
estimated market price of coal.
Since there will be an increase in the number of subsidiaries of the Company to
purchase coal from Beijing Datang Fuel Company for the year ending 31 December
2013, the annual cap for the year ending 31 December 2013 is substantially
higher than the historical transaction amount.
Historical transactionamounts
The transaction amount of purchase of coal by the Company and its subsidiaries
from Beijing Datang Fuel Company for the year ended 31 December 2012 was
approximately RMB11,252 million.
The transaction amount of purchase of coal by the Company and its subsidiaries
from Beijing Datang Fuel Company for the year ended 31 December 2011 was
approximately RMB15,809 million.
The transaction amount of purchase of coal by the Company and its subsidiaries
from Beijing Datang Fuel Company for the year ended 31 December 2010 was
approximately RMB13,882 million.
2. Inner Mongolia Fuel Purchase Framework Agreements
Date: 6 February 2013
Parties: six subsidiaries of the Company, Inner Mongolia Fuel Company
Major terms:
The terms of the eight Inner Mongolia Fuel Purchase Framework Agreements are
materially the same, the material terms of which are summarized as follows:
(1) Subject matter: The six subsidiaries of the Company agreed to purchase
coal from Inner Mongolia Fuel Company during the term of the agreement.
The parties may, from time to time during the term of the agreement,
enter into specific purchase contracts in respect of the purchase of
coal by the six subsidiaries of the Company provided that such specific
purchase contracts shall be subject to the terms of the Inner Mongolia
Fuel Purchase Framework Agreements.
(2) Consideration: To be determined in the ordinary course of business on
normal commercial terms on the basis of arm's length negotiation
according to prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by the relevant
parties in accordance with the confirmed settlement invoice.
(4) Term: One year, commencing from 1 January 2013 to 31 December 2013.
The Company confirms that each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the
transaction amount under the Inner Mongolia Fuel Purchase Framework
Agreements for the period from 1 January 2013 to the date of this
announcement does not exceed the de minimis threshold under Chapter
14A of the Listing Rules.
(5) The Inner Mongolia Fuel Purchase Framework Agreements become effective
when they are duly signed by the relevant parties.
Annual cap
It is expected that the maximum transaction amount in respect of the Inner
Mongolia Fuel Purchase Framework Agreements for the year ending 31 December
2013 is RMB5,425 million; such amount is determined with reference to (i) the
anticipated quantity of coal to be purchased by the six subsidiaries of the
Company from Inner Mongolia Fuel Company for the year ending 31 December 2013;
and (ii) the estimated market price of coal.
Historical transaction amounts
The transaction amount of purchase of coal by the six subsidiaries of the
Company from Inner Mongolia Fuel Company for the year ended 31 December 2012
was approximately RMB4,730 million.
The transaction amount of purchase of coal by the six subsidiaries of the
Company from Inner Mongolia Fuel Company for the year ended 31 December 2011
was approximately RMB4,400 million.
The six subsidiaries of the Company did not conduct any transaction in relation
to purchase of coal with Inner Mongolia Fuel Company for the year ended 31
December 2010.
SALE OF COAL BY HONG KONG COMPANY TO CERTAIN SUBSIDIARIES OF THE COMPANY
1. Hong Kong - Beijing Fuel Sale Framework Agreement
Date: 6 February 2013
Parties: Hong Kong Company, Beijing Datang Fuel Company
Major terms:
(1) Subject matter: Hong Kong Company agreed to sell coal to Beijing Datang
Fuel Company during the term of the agreement.
The parties may, from time to time during the term of the agreement,
enter into specific coal sale contracts in respect of the sale of
coal by Hong Kong Company provided that such specific coal sale contracts
shall be subject to the terms of the Hong Kong-Beijing Fuel Sale
Framework Agreement.
(2) Consideration: To be determined in the ordinary course of business on
normal commercial terms on the basis of arm's length negotiation
according to prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by the relevant
parties in accordance with the confirmed settlement invoice.
(4) Term: Commencing from 1 January 2013 to 31 December 2013.
The Company confirms that each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the
transaction amount under the Hong Kong-Beijing Fuel Sale Framework
Agreement for the period from 1 January 2013 to the date of this
announcement does not exceed the de minimis threshold under Chapter
14A of the Listing Rules.
(5) The Hong Kong-Beijing Fuel Sale Framework Agreement becomes effective
when it is duly signed by both parties.
Annual cap
It is expected that the maximum transaction amount in respect of the Hong
Kong-Beijing Fuel Sale Framework Agreement for the year ending 31 December 2013
is USD380 million, equivalent to RMB2,367.4 million; such amount is determined
with reference to (i) the anticipated quantity of coal to be sold by Hong Kong
Company to Beijing Datang Fuel Company for the year ending 31 December 2013;
and (ii) the estimated market price of coal.
Historical transaction amounts
The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel
Company for the year ended 31 December 2012 was approximately RMB299 million.
The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel
Company for the year ended 31 December 2011 was approximately RMB183 million.
The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel
Company for the year ended 31 December 2010 was approximately RMB71 million.
2. Hong Kong-Power Plants Fuel Sale Framework Agreement
Date: 6 February 2013
Parties: Hong Kong Company, the Company
Major terms:
(1) Subject matter: Hong Kong Company agreed to sell coal to each of
Lvsigang Power Generation Company and Chaozhou Power Generation Company
during the term of the agreement.
The parties may, from time to time during the term of the agreement,
enter into specific coal sale contracts in respect of the sale of coal
by Hong Kong Company provided that such specific coal sale contracts
shall be subject to the terms of the Hong Kong-Power Plants Fuel Sale
Framework Agreement.
(2) Consideration: To be determined in the ordinary course of business on
normal commercial terms on the basis of arm's length negotiation
according to prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by both parties in
accordance with the confirmed settlement invoice.
(4) Term: Commencing from 1 January 2013 to 31 December 2013.
The Company confirms that each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the
transaction amount under the Hong Kong-Power Plants Fuel Sale Framework
Agreement for the period from 1 January 2013 to the date of this
announcement does not exceed the de minimis threshold under Chapter 14A
of the Listing Rules.
(5) The Hong Kong - Power Plants Fuel Sale Framework Agreement becomes
effective when it is duly signed by the relevant parties.
Annual cap
It is expected that the maximum transaction amount in respect of the Hong
Kong-Power Plants Fuel Sale Framework Agreement for the year ending 31 December
2013 is US$522 million, equivalent to RMB3,252.1 million; such amount is
determined with reference to (i) the anticipated quantity of coal to be sold by
Hong Kong Company to Lvsigang Power Generation Company and Chaozhou Power
Generation Company for the year ending 31 December 2013; and (ii) the estimated
market price of coal.
Since there will be an increase in the number of subsidiaries of the Company
(i.e. Lvsigang Power Generation Company) to purchase coal from Hong Kong
Company for the year ending 31 December 2013, the annual cap for the year
ending 31 December 2013 is substantially higher than the historical transaction
amount.
Historical transaction amounts
The transaction amount of coal sale by Hong Kong Company to Chaozhou Power
Generation Company for the year ended 31 December 2012 was approximately
RMB1,285 million.
The transaction amount of coal sale by Hong Kong Company to Chaozhou Power
Generation Company for the year ended 31 December 2011 was approximately RMB742
million.
The transaction amount of coal sale by Hong Kong Company to Chaozhou Power
Generation Company for the year ended 31 December 2010 was approximately RMB568
million.
Hong Kong Company did not conduct any transaction in relation to coal sale with
Lvsigang Power Generation Company for the three years ended 31 December 2012.
PROVISION OF TRANSPORTATION SERVICE TO BEIJING DATANG FUEL COMPANY BY A
SUBSIDIARY OF THE COMPANY
Annual Shipping Framework Agreement
Date: 6 February 2013
Parties: Shipping Company, Beijing Datang Fuel Company
Major terms:
(1) Subject matter: Shipping Company agreed to provide coal transportation service
to Beijing Datang Fuel Company during the term of the agreement.
The parties may, from time to time during the term of the agreement, enter
into specific transportation contracts in respect of the coal transportation
by Shipping Company provided that such specific contracts shall be subject to
the terms of the Annual Shipping Framework Agreement.
(2) Consideration: To be determined in the ordinary course of business on normal
commercial terms on the basis of arm's length negotiation according to
prevailing market conditions.
(3) Settlement and payment: Settlement shall be made by the relevant parties in
accordance with the confirmed settlement invoice.
(4) Term: One year, commencing from 1 January 2013 to 31 December 2013.
The Company confirms that each of the applicable percentage ratios (as defined
under Rule 14.07 of the Listing Rules) in respect of the transaction amount
under the Annual Shipping Framework Agreement for the period from 1 January
2013 to the date of this announcement does not exceed the de minimis
threshold under Chapter 14A of the Listing Rules.
(5) Annual Shipping Framework Agreement becomes effective when it is duly signed
by all parties.
Annual cap
It is expected that the maximum transaction amount in respect of the Annual
Shipping Framework Agreement for the year ending 31 December 2013 is RMB385
million; such amount is determined with reference to (i) the anticipated
quantity of coal to be transported by Shipping Company for Beijing Datang Fuel
Company for the year ending 31 December 2013; and (ii) the estimated market fee
of coal transportation.
Historical transaction amounts
The transaction amount of coal transportation by Shipping Company to Beijing
Datang Fuel Company for the year ended 31 December 2012 was approximately
RMB0.85 million.
The Shipping Company did not conduct any transaction in relation to coal
transportation with Beijing Datang Fuel Company for the two years ended 31
December 2011.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FUEL FRAMEWORK AGREEMENTS AND THE
ANNUAL SHIPPING FRAMEWORK AGREEMENT
The purchase of coal by the Company and its subsidiaries from Beijing Datang
Fuel Company and its subsidiaries is primarily for securing coal supply to the
Company and the power generation enterprises of its subsidiaries, and fully
leveraging the advantages in terms of supply and economy-of-scale of purchase
of these specialized coal companies, so as to stabilize the market prices of
coal to a certain extent, thereby exercising control over the costs of fuel and
mitigating the adverse impact of changes in the coal market on the Group.
The sale of coal by Hong Kong Company to the subsidiaries of the Company is
primarily for leveraging on the advantage of the Hong Kong Company in imported
coal purchasing, in order to guarantee the coal supply of the subsidiaries of
the Company as well as to lower the purchasing cost of coal, and to increase
the business revenue of the Hong Kong Company at the same time.
The reason for the provision of fuel transportation service by Shipping Company
to Beijing Datang Fuel Company is that, as the Company and its subsidiaries
purchase coal from Beijing Datang Fuel Company and its subsidiaries, Shipping
Company can arrange transportation in a more timely and rapid manner according
to the fuel demand from power generation enterprises of the Company so as to
ensure fuel supply.
The Directors (excluding the views of the independent non-executive Directors
whose views will be contained in the circular to be dispatched after
considering the advice from the independent financial adviser) are of the view
that the terms of the Fuel Framework Agreements are fair and reasonable, have
been entered into after arm's length negotiation between all parties thereto
and determined on normal commercial terms and is in the interests of the
Company and the Shareholders as a whole.
The Directors (including the views of the independent non-executive Directors)
are of the view that the terms of the Annual Shipping Framework Agreement are
fair and reasonable, have been entered into after arm's length negotiation
between all parties thereto and determined on normal commercial terms and is in
the interests of the Company and the Shareholders as a whole. None of the
Directors has material interest in the Annual Shipping Framework Agreement.
Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai,
have abstained from voting at the Board meeting for approval of the relevant
transaction in accordance with the requirements of the Listing Rules of the
Shanghai Stock Exchange.
INFORMATION ON THE PARTIES TO THE AGREEMENTS
1. 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. The
Company's main service areas are in the PRC.
2. Chaozhou Power Generation Company is a subsidiary of the Company. It is
currently operating two 600MW and two 1,000MW coal-fired generating units.
The equity holding structure of the company is as follows: 52.5% of its
equity interest is held by the Company, 22.5% of its equity interest is
held by CDC, 12% of its equity interest is held by Beijing China Power
Huaze Investment Company Limited, 8% of its equity interest is held by
Wenshan Guoneng Investment Company Limited and 5% of its equity interest is
held by Chaozhou Xinghua Energy Investment Company Limited.
3. Lvsigang Power Generation Company is a subsidiary of the Company. It is
currently operating four 660MW coal-fired generating units. The equity
holding structure of the company is as follows: 55% of its equity interest
was held by the Company, 35% of its equity interest is held by CDC and 10%
of its equity interest is held by Nantong State-owned Assets Investment
Holdings Co., Ltd.
4. Beijing Datang Fuel Company is a subsidiary of the Company. It is
principally engaged in sale of coal, investment management and technical
services. The equity holding structure of the company is as follows: 51% of
its equity interest is held by the Company and 49% of its equity interest
is held by Datang Electric Power Fuel Company Limited, a wholly-owned
subsidiary of CDC.
5. Hong Kong Company is a wholly-owned subsidiary of the Company. It is
principally engaged in information consulting in relation to domestic and
international power and capital markets; investment and financing, and
stock repurchases; and agency for the import of proprietary equipment
(parts) and other businesses.
6. Inner Mongolia Fuel Co. is a wholly-owned subsidiary of Beijing Datang Fuel
Company Limited, a subsidiary of the Company. It is principally engages in
the business of electric fuel.
7. CDC was established on 9 March 2003 with registered capital of RMB15.394
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.
8. Shipping Company is a subsidiary of the Company. It is principally engaged
in ordinary freight transportation along domestic coast, mid to down-stream
of the Yangtze River and in the Pearl River Delta; international freight
transportation; vessel leasing, freight agency, freight storage, etc. The
equity holding structure of the company is as follows: 97.54% of its equity
interest is held by the Company, 1.13% of its equity interest is held by
Nantong Zhaofeng Kailai Investment Company Limited, 0.76% of its equity
interest is held by Nantong Ocean Investment Management Company Limited,
0.57% of its equity interest is held by Kangding Guoneng Investment 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 approximately 34.71% of the
issued share capital of the Company. Since CDC and its subsidiaries hold
certain equity interests in Beijing Datang Fuel Company, Inner Mongolia Fuel
Company, Lvsigang Power Generation Company and Chaozhou Power Generation
Company, , which are subsidiaries of the Company, such subsidiaries are
connected persons of the Company. The transactions contemplated under the Fuel
Framework Agreements and the Annual Shipping Framework Agreement constitute
continuing connected transactions of the Company.
Since (i) one or more of the applicable percentage ratios (as defined under
Rule14.07 of the Listing Rules) in respect of the aggregated transaction amount
for purchase of coal under the Fuel Purchase Framework Agreement and the Inner
Mongolia Fuel Purchase Framework Agreements; and (ii) one or more of the
applicable percentage ratios in respect of the aggregated transaction amount
for sale of coal under the Hong Kong-Beijing Fuel Sale Agreement and the Hong
Kong-Power Plants Fuel Sale Agreement are all higher than 5%, the Fuel
Framework Agreements and the transactions contemplated thereunder are subject
to the reporting and announcement requirements, as well as the independent
shareholders' approval requirements under Chapter 14A of the Listing Rules.
Since all of the applicable percentage ratios in respect of the transaction
amount under the Annual Shipping Framework Agreement are below 5%, the Annual
Shipping Framework Agreement and the transactions contemplated thereunder are
subject to the reporting and announcement requirements, but are exempted from
the independent shareholders' approval requirements under Chapter 14A of the
Listing Rules.
The Company will disclose the relevant details in the next annual report and
accounts of the Company in accordance with the relevant requirements as set out
in Chapter 14A of the Listing Rules. A circular containing details of the Fuel
Framework Agreements, a letter from the independent board committee and a
letter from the independent financial advisor, both advising the terms of the
Fuel Framework Agreements, will be dispatched to the shareholders on or before
4 March 2013.
Any Shareholder with a material interest in the transaction and its associates
will abstain from voting at the extraordinary general meeting to be held by the
Company, to, among others, consider and approve the Fuel Framework Agreements.
Therefore, CDC and its associates shall abstain from voting at the
extraordinary general meeting to approve the Fuel Framework Agreements.
INDEPENDENTBOARD COMMITTEE AND INDEPENDENTFINANCIAL ADVISOR
An independent board committee comprising the independent non-executive
Directors will be formed to advise the independent shareholders on the terms of
the Fuel Framework Agreements.
The Company will appoint an independent financial advisor to advise the
independent board committee of the Company and the independent shareholders on
the terms of the Fuel Framework Agreements.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"associate(s)" has the meaning ascribed to it under the
Listing Rules
"Annual Shipping Framework the "Framework Agreement in Relation to
Agreement" Transportation Business", dated 6 February
2012, entered into between Shipping Company
and Beijing Datang Fuel Company
"Beijing Datang Fuel Company" Beijing Datang Fuel Company Limited, a
wholly-owned subsidiary of the Company,
details of which are set out in the section
headed "Information on the Parties to the
Agreements"
"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 which, together with its
subsidiaries, own approximately 34.71% of
the issued share capital of the Company as
at the date of this announcement
"Chaozhou Power Generation Guangdong Datang International Chaozhou
Company" Power Generation Company Limited, a
subsidiary of the Company, details of which
are set out in the section entitled
"Information on the Parties to the
Agreements"
"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 and the London stock
exchange and whose A Shares are listed on
the Shanghai stock exchange
"connected person(s)" has the meaning ascribed to it under the
Listing Rules
"connected transaction(s)" has the meaning ascribed to it under the
Listing Rules
"Directors" the director(s) of the Company
"Fuel Framework Agreements" the Fuel Purchase Framework Agreement, the
Inner Mongolia Fuel Purchase Framework
Agreements, the Hong Kong-Beijing Fuel Sale
Framework Agreement and the Hong Kong-Power
Plants Fuel Sale Framework Agreement
"Fuel Purchase Framework the agreement dated 6 February 2012 entered
Agreement" into between the Company and Beijing Datang
Fuel Company
"Hong Kong-Beijing Fuel Sale the "Coal Sale and Purchase Framework
Framework Agreement" Agreement" dated 6 February 2012 entered
into between the Hong Kong Company and
Beijing Datang Fuel Company
"Hong Kong Company" Datang International (Hong Kong) Limited, a
subsidiary of the Company, details of which
are set out in the section entitled
"Information on the Parties to the
Agreements"
"Hong Kong-Power Plants Fuel the "Coal Sale and Purchase Framework
Sale Framework Agreement" Agreement" dated 6 February 2012 entered
into between each of the Hong Kong Company
and the Company
"Inner Mongolia Fuel Company" Inner Mongolia Electric Power Fuel Company
Ltd., a wholly-owned subsidiary of Beijing
Datang Fuel Company Limited, details of
which are set out in the section entitled
"Information on the Parties to the
Agreements"
"Inner Mongolia Fuel Purchase the eight Inner Mongolia fuel purchase
Framework Agreements" framework agreements dated 6 February 2012
entered into respectively between six
subsidiaries of the Company and Inner
Mongolia Fuel Company
"Listing Rules" The Rules Governing the Listing of
Securities on The Stock Exchange
"Lvsigang Power Generation Jiangsu Datang International Lvsigang Power
Company" Generation Company Limited, a subsidiary of
the Company, details of which are set out in
the section entitled "Information on the
Parties to the Agreements"
"PRC" the People's Republic of China
"Renewable Resources Company" Inner Mongolia Datang International
Renewable Energy Development Company
Limited, a controlling subsidiary of the
Company
"RMB" Renminbi, the lawful currency of the PRC
"Shipping Company" Jiangsu Datang Shipping Company Limited, a
subsidiary of the Company, details of which
are set out in the section entitled
"Information on the Parties to the
Agreements"
"six subsidiaries of the the six companies of the Company, namely
Company" Yungang Thermal Power Company, Zhang Jia Kou
Power Plant, Tuoketuo Power Generation
Company, Tuoketuo No.2 Power Generation
Company, Hohhot Thermal Power Company and
Renewable Resources Company
"Tuoketuo Power Generation Inner Mongolia Datang International Tuoketuo
Company" Power Generation Company Limited, a
subsidiary of the Company
"Tuoketuo No.2 Power Inner Mongolia Datang International Tuoketuo
Generation Company" No.2 Power Generation Company Limited, a
subsidiary of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Yungang Thermal Power Shanxi Datang International Yungang Thermal
Company" Power Company Limited, a subsidiary of the
Company
Zhang Jia Kou Power Plant Datang International Power Generation Co.
Ltd. Zhang Jia Kou Power Plant, the power
plant directly managed and owned by the
Company
"%" percent
Note: Unless otherwise specified and for reference only, the conversion of US
dollars into Renminbi is based on the exchange rate of USD1= RMB6.23 in this
announcement.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 6 February 2013
As at the date of this announcement, the Directors of the Company are:
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors