Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this announcement, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin 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 CAPACITY EXPANSION AND MODIFICATION CONTRACT Pursuant to the "Resolution on the Tendering for the Technological Transformation Projects ofDatang International and its Subsidiaries" as considered and approved by the sixteenth meeting ofthe eighth session of the Board on 19 December 2014 (the details of which were set out in theoverseas regulatory announcement of the Company dated 19 December 2014), the public tender for thecapacity expansion and modification project of the coal transportation system in relation to the2x300MW generating units operated by Linfen Thermal Power Company, a non wholly-owned subsidiaryof the Company, was conducted. According to the result of the tender, on 15 April 2015, LinfenThermal Power Company and Datang Technologies and Engineering Company, a non wholly-ownedsubsidiary of Datang Technology Industry Company (which is a wholly-owned subsidiary of CDC),entered into the Capacity Expansion and Modification Contract which has a contract amount ofapproximately RMB59.98 million. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controlling shareholder of the Company, whichtogether with its subsidiaries hold 34.71% of the issued share capital of the Company. Pursuant toChapter 14A of the Listing Rules, since Datang Technologies and Engineering Company, a nonwholly-owned subsidiary of Datang Technology Industry Company (which is a wholly-owned subsidiaryof CDC) is a connected person of the Company, the Capacity Expansion and Modification Contract andthe transactions contemplated thereunder constitute connected transactions of the Company. As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) inrespect of the transaction amount under the Capacity Expansion and Modification Contract is morethan 0.1% but less than 5%, while the other applicable percentage ratios are less than 0.1%, theCapacity Expansion and Modification Contract and the transactions contemplated thereunder aresubject to the reporting and announcement requirements under Chapter 14A of the Listing Rules butdo not require the approval by the independent shareholders of the Company. CAPACITY EXPANSION AND MODIFICATION CONTRACT Pursuant to the "Resolution on the Tendering for the Technological Transformation Projects ofDatang International and its Subsidiaries" as considered and approved by the sixteenth meeting ofthe eighth session of the Board on 19 December 2014 (the details of which were set out in theoverseas regulatory announcement of the Company dated 19 December 2014), the public tender forthe capacity expansion and modification project of the coal transportation system in relation tothe 2x300MW generating units operated by Linfen Thermal Power Company, a non wholly-ownedsubsidiary of the Company, was conducted. According to the result of the tender, on 15 April 2015,Linfen Thermal Power Company and Datang Technologies and Engineering Company, a non wholly-ownedsubsidiary of Datang Technology Industry Company (which is a wholly-owned subsidiary of CDC),entered into the Capacity Expansion and Modification Contract which has a contract amount ofapproximately RMB59.98 million. Date of the Contract: 15 April 2015 Parties of the Contract: (1) Linfen Thermal Power Company; and (2) Datang Technologies and Engineering Company Major Terms of the Contract: (1) Subject matter: Linfen Thermal Power Company agreed to appoint Datang Technologies and Engineering Company to undertake the general contracting of the capacity expansion and modification project of the coal transportation system in relation to the 2x300MW generating units operated by Linfen Thermal Power Company. (2) Scope of the contract: Datang Technologies and Engineering Company agreed to provide services including design, procurement, construction, commissioning, testing and acceptance of the enclosed coal yards, coal transportation system and related ancillary systems of the project. (3) Contract price and breakdown: Breakdown of the contract price Total consideration for technical servicesTotal contract (RMB'000) price Facilities Construction Installation Commissioning (RMB'000) (RMB'000) (RMB'000) (RMB'000) Design fee fee 59,980 14,670 40,920 2,320 2,000 70 (4) Settlement and payment: Payment of a) Within one month from the effective date of the contract,costs of Datang Technologies and Engineering Company shall provide an irrevocablecontracted performance bond guarantee in favour of Linfen Thermal Power Company in an amountfacilities: equivalent to 10% of the total contract price; b) Datang Technologies and Engineering Company shall, in order of arrival, deliver the facilities to the construction site within the stipulated time and provide the relevant certificates and documents. Upon verification of such certificates and documents by Linfen Thermal Power Company, 70% of the facilities costs shall become payable; c) Datang Technologies and Engineering Company shall perform on-site installation and commissioning works in relation to facilities at the request of Linfen Thermal Power Company. Upon passing the on-site commissioning, testing and acceptance of the facilities, 20% of the facilities costs shall become payable; d) 10% of the remaining costs of the contracted facilities shall be reserved as quality assurance fee for the facilities. Payment of a) Upon 30 days after the construction and installation team enters the site,costs of Linfen Thermal Power Company shall pay 10% of project progress payment to Datangconstruction Technologies and Engineering Company;andinstallation b) Upon the commencement of construction, Linfen Thermal Power Company shall payworks: project progress payment to Datang Technologies and Engineering Company on a monthly basis; c) 5% of the costs of construction and installation works shall be reserved as quality assurance fee. Payment of Payment of design fee:total a) After the contract becomes effective, 10% of the design fee shall become payableconsideration to Datang Technologies and Engineering Company;for technicalservices: b) After the design of the construction plan is completed, 60% of the design fee shall become payable to Datang Technologies and Engineering Company; c) After the design of the completion plan is completed, 20% of the design fee shall become payable to Datang Technologies and Engineering Company; d) 10% of the remaining designing fee shall be reserved as quality assurance fee for the design service. Payment of commissioning fee: a) Within 30 days after the commissioning professionals enter the site, Linfen Thermal Power Company shall pay 10% of commissioning fee to Datang Technologies and Engineering Company; b) After the coal transportation system passes comprehensive trial operation, 80% of the commissioning fee shall become payable to Datang Technologies and Engineering Company; c) 10% of the remaining commissioning fee shall be reserved as quality assurance fee for the commissioning service. (5) The Capacity Expansion and Modification Contract shall become effective when it is duly signed by the legal representative or the proxy (with written authorisation by the legal representative) of the parties with their respective company seals affixed thereto. REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPACITY EXPANSION AND MODIFICATION CONTRACT According to the annual technological transformation plan of the Company, the Company invitedpublic tender for the project on the capacity expansion and modification for the power generatingunits of its power plants. After carrying out relevant evaluation procedures and consideringvarious factors, including the fee quotation, technical experiences, professional qualification,business reputation, project management skills, consideration amount and other relevant factorsof all the tenderers, Datang Technologies and Engineering Company, a professional company, wasselected as the tender winner for the project on the capacity expansion and modification for thegenerating units of Linfen Thermal Power Company. Datang Technologies and Engineering Company possesses sufficient qualifications with adequateexpertise in carrying out the capacity expansion and modification for the power generating units.The Company considers that Datang Technologies and Engineering Company will be capable of ensuringthe capacity expansion and modification to be carried out smoothly. The Company and Linfen Thermal Power Company agreed to appoint Datang Technologies andEngineering Company to carry out the capacity expansion and modification mainly for the purposes ofensuring the on-schedule completion of the capacity expansion and modification of Linfen ThermalPower Company, to fully ride on its professional advantage, as well as to control cost to a certainextent through large scale purchasing of facilities. The Directors (including independent non-executive Directors) are of the view that the transactionscontemplated under the Capacity Expansion and Modification Contract were determined by way ofpublic tender; the relevant terms are fair and reasonable and conducted on normal commercial termsand are in the interests of the Company and its shareholders as a whole. BOARD'S APPROVAL None of the Directors has material interests in the transactions contemplated under the CapacityExpansion and Modification Contract. Connected Directors, including Chen Jinhang, Hu Shengmu andLiang Yongpan, have abstained from voting for the relevant resolution at the relevant Boardmeeting pursuant to the listing rules of the Shanghai Stock Exchange. INFORMATION ON THE PARTIES 1. CDC was established on 9 March 2003 with a registered capital of RMB18,009 million and isprincipally engaged in the development, investment, construction, operation and management ofpower energy, organisation of power (thermal) production and sales; manufacturing, repair andmaintenance of power equipment; power technology development and consultation; power engineering,contracting and consultation of environmental power engineering; development of new energy as wellas development and production of power related coal resources. 2. The Company is principally engaged in the construction and operation of power plants, the saleof electricity and thermal power, the repair and maintenance of power equipment and power relatedtechnical services, with its main service areas being in the PRC. 3. Linfen Thermal Power Company is a non wholly-owned subsidiary of the Company with a registeredcapital of RMB282.55 million. It currently has two 300MW air-cooled heat supply units. 4. Datang Technologies and Engineering Company is a non wholly-owned subsidiary of DatangTechnology Industry Company (which is a wholly-owned subsidiary of CDC). It was established on10 May 2004 with a registered capital of RMB180 million. Its scope of business mainly includes:general contracting for design and construction of thermal power and wind power generation system;general contracting for design and construction of environmental projects such as flue gasdesulfurisation and denitrification in various areas, including energy, metallurgy and chemistry;franchise of environmental desulfurisation facilities; general contracting for design andconstruction of material conveying projects, such as coal conveying, ash conveying and bulk cargoterminals; general contracting for design and construction of projects such as dry slag removingsystem and anti-corrosion of chimneys; manufacture of heavy machinery and dry slag removingequipment. 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.Pursuant to Chapter 14A of the Listing Rules, since Datang Technologies and Engineering Company,a non wholly-owned subsidiary of Datang Technology Industry Company (which is a wholly-ownedsubsidiary of CDC) is a connected person of the Company, the transactions contemplated under theCapacity Expansion and Modification Contract constitute connected transactions of the Company. As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules)in respect of the transaction amount under the Capacity Expansion and Modification Contract ismore than 0.1% but less than 5%, while the other applicable percentage ratios are less than 0.1%,the Capacity Expansion and Modification Contract and the transactions contemplated thereunder aresubject to the reporting and announcement requirements under Chapter 14A of the Listing Rules butdo not require the approval by the independent shareholders of the Company. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have thefollowing meanings: "Board" the board of directors "Capacity Expansion and the "General Contract for Capacity Expansion and ModificationModification Contract" Project of Coal Transportation System in relation to 2x300MW Generating Units Operated by Linfen Thermal Power Company" entered into between Linfen Thermal Power Company and Datang Technologies and Engineering Company on 15 April 2015 "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 "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 Hong Kong 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 "Datang Technologies and China Datang Technologies and Engineering Company Limited,Engineering Company" a controlling subsidiary of Datang Technology Industry Company, details of which are set out in the section entitled "Information on the Parties" "Datang Technology Industry Datang Technology Industry Company Limited, a wholly-ownedCompany" subsidiary of CDC "Director(s)" the director(s) of the Company "Linfen Thermal Power Shanxi Datang International Linfen Thermal Power Company Limited,Company" details of which are set out in the section entitled "Information on the Parties" "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "Stock Exchange" The Stock Exchange of Hong Kong Limited "%" percentage By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 15 April 2015 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, 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