Beijing Datang Power Generation Com
15 May 2000
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
Summary
Beijing Datang Power Generation Company Limited (the
'Company') has entered into an investors agreement dated 24
April 2000 with North China Power Group Company ('NCPGC')
and Beijing Guohua Power Limited Liability Company
('Guohua') in relation to the establishment of Beijing
Electricity Science and Technology Development Company
Limited.
Establishment of BESTDCL
The directors of the Company are pleased to announce that
the Company has entered into an investors agreement (the
'Investors Agreement') with NCPGC and Guohua on 24 April
2000 in connection with the establishment of Beijing
Electricity Science and Technology Development Company
Limited ('BESTDCL'), with each of the Company, NCPGC and
Guohua respectively holding 30 per cent., 40 per cent. and
30 per cent. of investment interest in such company.
It is proposed that BESTDCL will mainly be involved in the
provision of services relating to power management
technology, development technology and information
technology and the testing and commissioning of power
generation, transmission and distribution projects. It is
proposed that BESTDCL will provide services to the Company
in the future. If the provision of any such services by
BESTDCL to the Company constitutes connected transactions
under the Rules Governing the Listing of Securities on the
Stock Exchange of Hong Kong Limited ('Listing Rules'), the
Company will ensure that the requirements of the Listing
Rules are complied with at the time of the entering into of
such transactions.
The registered capital of BESTDCL will be RMB100 million
(HK$94 million) to be contributed by each of the Company,
NCPGC and Guohua in proportion to the percentage of its
investment interest in BESTDCL. The registered capital
constitutes the total amount of investment to be made by the
investors.
The total amount to be invested by the Company is RMB30
million (HK$28.2 million) which is to be funded by internal
resources. The Company is not required to make any further
capital contributions under the Investors Agreement. The
amount to be invested by the Company represents less than 3
per cent. of the Company's net tangible asset value as
disclosed in the latest published audited accounts for the
year ended 31 December 1999.
Description of the other investors
NCPGC is a shareholder of the Company holding approximately
35.43 per cent. of the Company's issued capital. NCPGC is a
connected person of the Company for the purpose of the
Listing Rules.
Guohua is a limited liability company wholly owned by
Shenhua Group Corporation Limited, a state-owned company of
the People's Republic of China independent from the Company,
its directors, chief executive, promoters, supervisors and
substantial shareholders of the Company and each of its
subsidiaries and their respective associates.
Connected Transaction
By virtue of NCPGC being a connected person of the Company
for the purpose of the Listing Rules, the entering into of
the Investors Agreement will constitute a connected
transaction for the purpose of Chapter 14 of the Listing
Rules. The directors of the Company, including all of the
directors independent of NCPGC, have confirmed that the
Investors Agreement is on normal commercial terms. The
independent non-executive directors of the Company have also
confirmed that the terms of the Investors Agreement are fair
and reasonable in so far as the Company and the shareholders
are concerned.
The Stock Exchange of Hong Kong Limited has however
confirmed that this transaction is only subject to
disclosure requirement in the form of this announcement and
in the Company's annual report in accordance with the
Listing Rules as the amount of investment by the Company
represents less than 3 per cent. of the Company's net
tangible asset value as disclosed in its latest published
audited accounts for the year ended 31 December 1999.
The Company, a joint stock limited company organised under
the laws of the PRC, was established by the Company's major
shareholder, NCPGC, to develop, construct, own and operate
coal-fired electric power plants within the NCPGC Service
Area. The Company has a current total installed capacity of
4,050 MW.
By order of the Board
Huang Jinkai
Chairman
Beijing, 08 May 2000
The exchange rate between RMB and HK$ as used in this
announcement is RMB1 to HK$0.94.
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