Last checked at 30 Aug 2011 07:00
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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 DISCLOSEABLE TRANSACTION
The Board announces that on 26 August 2011, the Board approved the increase in capital contributions to Mengji Railway Company by the Company and other shareholders of Mengji Railway Company according to their respective existing proportions of shareholding in Mengji Railway Company. Total capital
contributions to be made by all the shareholders of Mengji Railway Company amounted to approximately RMB20,000 million and will be paid in cash
installments in stages for the purpose of constructing the Zhangtang Railway. Based on the proportion of the shareholding held by the Company in Mengji Railway Company, the Company will make a further capital contribution of RMB1,800 million in total to Mengji Railway Company.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since the consideration ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the Company's further capital contribution to Mengji Railway Company is more than 5% but less than 25% and all other applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) are less than 5%, the Company's increase in capital contribution to Mengji Railway Company constitutes a discloseable transaction and is only subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules, and does not require the approval by the shareholders of the Company under Chapter 14 of the Listing Rules.
DETAILS ON THE INCREASE IN CAPITAL CONTRIBUTIONS
On 26 August 2011, the Board considered and approved the increase in capital contributions to Mengji Railway Company by the Company and other shareholders of Mengji Railway Company according to their respective existing proportions of shareholding in Mengji Railway Company. Total capital contributions to be made by all the shareholders of Mengji Railway Company amounted to approximately RMB20,000 million and will be paid in cash installments in stages for the purpose of constructing the Zhangtang Railway. Based on the proportion of shareholding held by the Company in Mengji Railway Company, the Company will make a further capital contribution of RMB1,800 million in total to Mengji Railway Company. Upon completion of the increase in capital contributions, the Company's shareholding in Mengji Railway Company will remain as 9%.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of the other shareholders of Mengji Railway Company and their respective ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.
Among the RMB1,800 million to be contributed by the Company, the Company plans to make capital contribution of RMB540 million in 2011, and the remaining balance will be paid in stages according to the schedule of project progress and after reaching agreement with other shareholders of Mengji Railway Company.
INFORMATION RELATED TO ZHANGTANG RAILWAY
The Zhangtang Railway starts from Kongjiazhuang in Zhangjiakou City, runs eastbound to the west of Chengde, then turns to the south and passes through the west of Tangshan to the Caofeidian port, a port for coal transportation. With 17 stations, the entire railway line covers 524.98 km in length and connects to the Beijing-Tongliao Line, the Beijing-Harbin Line, the Beijing-Chengde Line and the Tianjin-Shanhaiguan Line, respectively. The Zhangtang Railway construction project will not only open up a large-capacity railway passage to the Caofeidian port, but also offers favourable conditions for the development of industrial zones and logistics parks in the port's vicinity.
The total investment in the Zhangtang Railway project is estimated to be approximately RMB40,000 million, 50% of which, i.e. approximately RMB20,000 million, is equity capital. Construction funds other than the equity capital will be raised through financing by the project company.
INFORMATION RELATING TO THE COMPANY
The Company is principally engaged in the development and operation of power plants, the sale of electricity and thermal power, and the repair, testing and maintenance of power equipment and power-related technical services, with its main service areas being in the PRC. According to the Company's strategy of "focusing on pursuing the power generation business as its core development while complementing with synergistic diversifications", "complementing with railway" is an important move of the assets chain extension, business expansion, and sustainable development of the Company.
INFORMATION RELATING TO MENGJI RAILWAY COMPANY
Mengji Railway Company was incorporated on 25 July 2008 with a registered capital of RMB10 billion. Before the increase in capital contributions, Mengji Railway Company was formed and funded by 9 entities, including Hohhot Railway Bureau (which holds 40% equity interest), the Company, SDIC Communications Co., Huaneng Energy & Communications Holdings Co., Ltd, Ordos Railway Investment Co. Ltd, Inner Mongolia Yitai Coal Co. Ltd (each of which holds 9% equity interest), Hebei Construction Communications Investment Co. Ltd, China Coal Energy Co. Ltd and Huadian Coal Industry Group Company Limited (each of which holds 5% equity interest) for the purpose of constructing and operating the Zhangji Railway, the Jining-Baotou 2nd Dual-Line and the Zhangtang Railway. As at the date of this announcement, the construction of the aforesaid railway projects is still in progress.
The shareholders of Mengji Railway Company are principally engaged in the businesses of infrastructure construction, electricity, railway or coal, respectively.
REASONS FOR AND BENEFITS OF THE INCREASE IN CAPITAL CONTRIBUTIONS IN MENGJI RAILWAY COMPANY
The Zhangtang Railway is a major passage for outbound shipment of coal in the Mengxi Ordos region. At present, the Company has acquired a 40% equity interest in the Changtan coal mine, a 52% equity interest in the Kongduigou coal mine and a 70% equity interest in the Baoli coal mine in such region, and is aggressively seeking more coal resources in such region. Together with the Company's equity investments in other railway construction projects and the Caofeidian coal storage and distribution base project, as well as the proposed equity investment in the phase 3 project of a coal terminal in the Caofeidian Port area in Tangshan Port, the equity investment in the Zhangtang Railway construction project has great significance to the Company in terms of outbound coal shipment in the Ordos region or transportation of coal to the Beijing-Tianjin-Tangshan region for consumption.
In view of the above reasons and the shareholding proportion of the Company in Mengji Railway Company, the Directors consider that the increase in capital contributions is in line with the development strategy of the Company, and the transaction is fair, reasonable and in the interests of the shareholders of the Company as a whole.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since the consideration ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the Company's further capital contribution to Mengji Railway Company is more than 5% but less than 25% and all other applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) are less than 5%, the Company's increase in capital contribution to Mengji Railway Company constitutes a discloseable transaction and is only subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules, and does not require the approval by the shareholders of the Company under Chapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
"Baoli Coal Mine" the Baoli Coal Mine located in Ordos City in Inner Mongolia, which is operated by the Company; its designed production scale is 1.2 million tonnes per annum "Beijing-Chengde Line" the railway line from Beijing to Chengde "Beijing-Harbin Line" the railway line from Beijing to Harbin "Beijing-Tongliao Line" the railway line from Beijing to Tongliao "Board" the board of Directors of the Company "Caofeidian Port" a large deep-water port located at the west coast of Bohai Bay in southern Tangshan "Changtan Coal Mine" the Changtan Coal Mine located in Ordos City in Inner Mongolia which the Company has a 40% equity interest; the mine is still in its preliminary stage of development "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 "Directors" the director(s) of the Company "Hong Kong Stock The Stock Exchange of Hong Kong Limited Exchange" "Kongduigou Coal Mine" the Kongduigou Coal Mine located in Zhungeer Bannerin in Inner Mongolia which is prepared, constructed and operated by the Company; the mine is still in its preliminary stage of development "Listing Rules" The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange "Mengji Railway Mengji Railway Company Limited Company" "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "Shareholders of Mengji Hohhot Railway Bureau (which holds 40% equity Railway Company" interest), the Company, SDIC Communications Co., Huaneng Energy & Communications Holdings Co., Ltd, Ordos Railway Investment Co. Ltd, Inner Mongolia Yitai Coal Co. Ltd (each of which holds a 9% equity interest), Hebei Construction Communications Investment Co. Ltd, China Coal Energy Co. Ltd, Huadian Coal Industry Group Company Limited (each of which holds a 5% equity interest) "Tianjin-Shanhaiguan the railway line from Tianjin to Shanhaiguan Line" "Zhangtang Railway" the Zhangtang Railway starting from Kongjiazhuang in Zhangjiakou City, running eastbound to the west of Chengde, then turning to the south and passes through the west of Tangshan to the Caofeidian port, a port for coal transportation; with 17 stations, the entire railway line covers 524.98 km in length and connects to the Beijing-Tongliao Line, the Beijing-Harbin Line, the Beijing-Chengde Line and the Tianjin-Shanhaiguan Line, respectively "%" percent By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 26 August 2011
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, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors
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