Last checked at 29 Mar 2012 16:56
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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 INVESTMENT AGREEMENT
On 29 March 2012, the Company entered into the Investment Agreement with Shaoxing Thermal Power Generation Company to establish the Jiangbin Thermal Power Generation Company for the purposes of constructing and operating the Jiangbin Gas Thermal Power Project. Pursuant to the Investment Agreement, the Company and Shaoxing Thermal Power Generation Company agreed to make capital contributions in the sum of approximately RMB540 million and approximately RMB60 million, respectively, to set up the Jiangbin Thermal Power Generation Company in the proportions of 90% and 10%, respectively. The Company and Shaoxing Thermal Power Generation Company agreed to provide guarantees to Jiangbin Thermal Power Generation Company's financing for project construction in proportion to their respective capital contributions.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Company's capital contribution to Jiangbin Thermal Power Generation 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 capital contribution to Jiangbin Thermal Power Generation Company constitutes a discloseable transaction and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules, but does not require the approval by the shareholders of the Company under Chapter 14 of the Listing Rules.
INVESTMENT AGREEMENTDate29 March 2012
Parties to the Investment Agreement
1. The Company
2. Shaoxing Thermal Power Generation Company
To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Shaoxing Thermal Power Generation Company and its ultimate beneficial owner are third parties independent of the Company and the connected persons of the Company.
Major Terms of the Investment Agreement
1. The Company entered into the Investment Agreement with Shaoxing Thermal
Power Generation Company to establish the Jiangbin Thermal Power Generation Company for the purposes of constructing and operating the Jiangbin Gas Thermal Power Project. The total investment for the project amounted to approximately RMB3,000 million. The project capital amounted to approximately RMB600 million, accounting for 20% of the total investment. The Company agreed to contribute RMB540 million by way of cash in the proportion of 90%; Shaoxing Thermal Power Generation Company agreed to contribute RMB60 million by way of cash and other non-monetary assetsin the proportion of 10%.
2. The initial registered capital of Jiangbin Thermal Power Generation Company
is RMB120 million. The parties to the Investment Agreement agreed to make capital contributions in proportion to their respective capital contributions by way of cash.The Company and Shaoxing Thermal Power Generation Company will contribute RMB108 million and RMB12 million, respectively, to the initial registered capital of Jiangbin Thermal Power Generation Company. The frequency, timing and amount of the subsequent capital contributions to be made by the parties will be agreed after negotiation by the parties in accordance with the progress in the construction of the project.
3. The differences between the total investment amount and the project capital
will be settled by project financing. The Company and Shaoxing Thermal Power Generation Company agreed to, if necessary, provide guarantees to Jiangbin Thermal Power Generation Company's financing in proportion to their respective capital contributions.
4. The Investment Agreement will become effective upon signing by the relevant
authorized representatives of the parties and sealed with their respective
company chops.
INFORMATION RELATED TO JIANGBIN GAS THERMAL POWER PROJECT
The Jiangbin Gas Thermal Power Project is located in the central part of the Southern Industrial Park in Jiangbin District, Binhai New Town, Shaoxing City, Zhejiang Province, and involves the construction of four sets of gas-steam cycle thermal power cogeneration units. In the first phase of the project, two sets of 452 MW generating units with a total installed capacity of 904 MW will be constructed. In December 2011, the project was approved by the National Development and Reform Commission of Zhejiang Province. Jiangbin Gas Thermal Project will replace the self-owned coal-fired thermal power units located downtown to meet consumers' demand for heating in Binhai New Town and neighboring areas and to support the primary power supply in the Shaoxing area.
Natural gas generated by Jiangbin Gas Thermal Project will be transported via pipeline. The company, which is responsible for the construction of the natural gas pipelines outside the plant, has been appointed and has entered into a supply agreement with Zhejiang Provincial Natural Gas Company.
Jiangbin Thermal Power Generation Company will become a subsidiary of the Company upon its incorporation.
INFORMATION RELATED 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. The Company's main service areas are in the PRC.
INFORMATION RELATED TO SHAOXING THERMAL POWER GENERATION COMPANY
Shaoxing Thermal Power Generation Company Limited is a state-owned enterprise established in 1989. After a three-phase construction, it has a generating capacity of 27 MW and a heating capacity of 140 t/h. In accordance with a new town planning scheme, Shaoxing Thermal Power Generation Company Limited will be relocated and all of its generating units were shut down in 2011.
REASONS FOR AND BENEFITS OF ENTERING INTO THE INVESTMENT AGREEMENT
The Jiangbin Gas Thermal Power Project is located in Shaoxing City, Zhejiang Province, the PRC, which is the supply center of the economically developed regions, and is an important contributing source of power and heat supply. To promote the construction of the project, the Zhejiang provincial government has appointed Provincial Energy Group and Provincial Electric Power Company to support the construction of the natural gas pipeline network and electric grid equipment, and to ensure that the generating units for thermal power will be launched for operation and transmission of electric power as scheduled. The project is expected to commence operation by the end of 2012.
The construction and operation of the Jiangbin Gas Thermal Power Project can effectively alleviate the severe power shortage in Shaoxing district and promote regional economic development. Moreover, the construction of the project, in which the Company has a controlling interest, will accelerate the Company's development in the Zhejiang region, thus further enhancing the Company's profitability and sustainable development.
In view of the reasons above, the Directors believe that the capital contributions are in line with the development strategy of the Company, and that the transaction is fair, reasonable and is in the interests of the shareholders of the Company as a whole.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Company's capital contribution to Jiangbin Thermal Power Generation 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 capital contribution to Jiangbin Thermal Power Generation Company constitutes a discloseable transaction and is only subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules, but 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:
"Board" the board of Directors "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" directors of the Company "Hong Kong Stock The Stock Exchange of Hong Kong Limited Exchange" "Investment Agreement" the investment agreement entered into between the Company and Shaoxing Thermal Power Generation Company on 29 March 2012 in respect of the capital contribution for Jiangbin Thermal Power Generation Company for the purposes of constructing and operating the Jiangbin Gas Thermal Power Project, the details of which are set out in this announcement "Jiangbin Gas Thermal Shaoxing Jiangbin Thermal Power Project, a project Power Project" which is located in the central part of the Southern Industrial Park in Jiangbin District, Binhai New Town, Shaoxing City, Zhejiang Province, and involves the construction of four sets of gas-steam cycle thermal power cogeneration units. In the first phase of the project, two sets of 452 MW generating units with a total installed capacity of 904 MW will be built "Jiangbin Thermal Power Zhejiang Datang International Shaoxing Jiangbin Generation Company" Thermal Power Company "Listing Rules" The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "%" percent By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 29 March 2012
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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