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DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected TransactionDATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected Transaction
PR Newswire
London, December 30
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)
ANNOUNCEMENTCONNECTED TRANSACTION
AGREEMENT ON THE TRANSFER OF CAPACITY INDICATORS OF SMALL GENERATING UNITS
On 30 December 2015, the Company entered into the Agreement on the Transfer of Capacity Indicators of Small Generating Units with Leizhou Power Generation Company. Pursuant to the agreement, the Company agreed to transfer the capacity indicators of small coal-fired generating units owned by the Company to Leizhou Power Generation Company at a transaction price of approximately RMB367.096 million.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold approximately 34.77% of the issued share capital of the Company in aggregate. Since Leizhou Power Generation Company is a subsidiary of the Company and CDC owns 30% of the equity interests in Leizhou Power Generation Company, and Datang Huayin Electric Power Co., Ltd., a subsidiary of CDC, holds 33% of the equity interest in Leizhou Power Generation Company, Leizhou Power Generation Company is a connected person of the Company pursuant to Chapter 14A of the Listing Rules, and the transaction under the Agreement on the Transfer of Capacity Indicators of Small Generating Units constitutes a connected transaction of the Company.
Since one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Agreement on the Transfer of Capacity Indicators of Small Generating Units is above 0.1% but less than 5%, the transaction under the Agreement on the Transfer of Capacity Indicators of Small Generating Units is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is not subject to the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.
AGREEMENT ON THE TRANSFER OF CAPACITY INDICATORS OF SMALL GENERATING UNITS
Date30 December 2015
Parties to the AgreementTransferor: the CompanyTransferee: Leizhou Power Generation Company
Major Details of the Agreement on the Transfer of Capacity Indicators of Small Generating Units
1. The Company agreed to transfer 564,764 KW of capacity indicators of small coal-fired generating units in aggregate to Leizhou Power Generation Company.
2. Consideration: upon arm's length negotiations between both parties and taking reference from regional market prices, Leizhou Power Generation Company agreed to acquire the capacity indicators of small coal-fired generating units of the Company at a price of RMB650 per KW, i.e., in the aggregate sum of RMB367.096 million.
3. Condition for the commitment: the shut-down capacity indicators shall be subject to the verification and confirmation by the relevant state ministries or commissions.
4. Method of payment: Within 15 working days after the agreement becomes effective, Leizhou Power Generation Company shall pay the first tranche of consideration of RMB80.00 million to the Company. The method of payment for the remaining balance will be otherwise agreed by the parties.
Effective Date
The Agreement on the Transfer of Capacity Indicators of Small Generating Units will become effective when it is duly signed by both parties with their respective company chops.
INFORMATION ON THE PARTIES TO THE AGREEMENT ON THE TRANSFER OF CAPACITY INDICATORS OF SMALL GENERATING UNITS
1. The Company, established in December 1994, 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, and its main service area is in the PRC.
2. Leizhou Power Generation Company is a subsidiary of the Company established on 1 June 2015, and is engaged in the construction of Leizhou coal-fired power generation project, with a registered capital of RMB100 million. Its principal business includes the construction and operation of power plants, the sale of electricity and thermal power, the repair and maintenance of power equipment, power technical services and the integrated utilization and sale of by-products such as pulverized fuel ash and desulfurized plaster. Its shareholding structure is as follows: the Company holds 34%, Datang Huayin Electric Power Co., Ltd., a subsidiary of CDC, holds 33%, CDC holds 30%, and Leizhou City Peicai Infrastructure Construction Co., Ltd. holds 3%.
REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENT ON THE TRANSFER OF CAPACITY INDICATORS OF SMALL GENERATING UNITS
According to the rules of the "Notice of the State Council on Approving Certain Opinions of NDRC and Energy Office on Accelerating the Shutdown of Small Coal-fired Generating Units" (Guo Fa [2007] No. 2), the Company has been stringently implementing the aforesaid national policy by using the capacity of shut-down small generating units as an alternative to the construction of large-scale, high-efficiency and environmentally-friendly new generating units. The entering into of the Agreement on the Transfer of Capacity Indicators of Small Generating Units between the Company and Leizhou Power Generation Company could smoothly facilitate the construction progress of the coal-fired project in Leizhou.
The Directors (including the independent non-executive Directors) are of the view that the transaction under the Agreement on the Transfer of Capacity Indicators of Small Generating Units is entered into in the ordinary and usual course of business of the Company, is fair and reasonable, and is in the interests of the Company and the Shareholders as a whole.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold approximately 34.77% of the issued share capital of the Company in aggregate. Since Leizhou Power Generation Company is a subsidiary of the Company and CDC owns 30% of the equity interests in Leizhou Power Generation Company, and Datang Huayin Electric Power Co., Ltd., a subsidiary of CDC, holds 33% of the equity interest in Leizhou Power Generation Company, Leizhou Power Generation Company is a connected person of the Company pursuant to Chapter 14A of the Listing Rules, and the transaction under the Agreement on the Transfer of Capacity Indicators of Small Generating Units constitutes a connected transaction of the Company.
Since one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Agreement on the Transfer of Capacity Indicators of Small Generating Units is above 0.1% but less than 5%, the transaction under the Agreement on the Transfer of Capacity Indicators of Small Generating Units is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is not subject to the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.
BOARD'S APPROVAL
None of the Directors of the Company has any material interest in the transaction under the Agreement on the Transfer of Capacity Indicators of Small Generating Units. Connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting for this resolution pursuant to the listing rules of the Shanghai Stock Exchange.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
| "Agreement on the Transfer of Capacity Indicators of Small Generating Units" | the Agreement on the Transfer of Capacity Indicators of Small Coal-Fired Generating Units dated 30 December 2015 entered into between the Company and Leizhou Power Generation Company in relation to the acquisition of the capacity indicators of small coal-fired generating units of the Company | |
| "Board" | the board of directors | |
| "CDC" | China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is a controlling shareholder of the Company. CDC and its subsidiaries own approximately 34.77% of the issued share capital of the Company in aggregate 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 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 | |
| "Director(s)" | the director(s) of the Company | |
| "Leizhou Power Generation Company" | Guangzhou Datang International Leizhou Power Generation Co., Ltd., details of which are set out in the section headed "Information on the Parties to the Agreement on the Transfer of Capacity Indicators of Small Generating Units" | |
| "relevant state ministries or commissions" | National Development and Reform Commission of the People's Republic of China and National Energy Administration of National Development and Reform Commission of the People's Republic of China | |
| "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 | |
| "%" | percent |
By Order of the BoardYing XuejunCompany Secretary
Beijing, the PRC, 30 December 2015
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Ying Xuejun,Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,Jiang Guohua*, Feng Genfu*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*
* Independent non-executive Directors