Datang Intl H Regulatory News (DAT)

5 Jul 2006 07:00

Datang Intl Power Generation Co Ld05 July 2006 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes norepresentation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any losshowsoever 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: 991) Discloseable Transaction INVESTMENT AGREEMENT The Board is pleased to announce that on 29 June 2006, the Company entered into the Investment Agreement with DatongCoal Mine for the purposes of planning, constructing and operating the Tashan Power Plant Project by establishingTashan Power Company. Pursuant to the Investment Agreement, the Company and Datong Coal Mine agreed to contribute tothe registered capital of Tashan Power Company, which is approximately RMB1,084,000,000 (equivalent to approximatelyHK$1,042,307,692.30) being 20% of the estimated total investment amount of the Tashan Power Plant Project, in theproportions of 40% and 60%, respectively. DISCLOSEABLE TRANSACTION According to the Listing Rules, as the consideration ratio (as defined in Rule 14.07 of the Listing Rules) is more than5% but less than 25%, the transaction contemplated under the Investment Agreement constitutes a discloseabletransaction for the Company. The Investment Agreement is therefore subject to the notification and publicationrequirements as set out in Rules 14.34 to 14.39 of the Listing Rules. A circular containing details of the Investment Agreement will be despatched to the Shareholders as soon aspracticable. THE INVESTMENT AGREEMENT Date: 29 June 2006Parties: (1) the Company; and (2) Datong Coal Mine. Major terms of the Investment Agreement Amount of total investment and registered capital of Tashan Power Company Pursuant to the Investment Agreement, the Company and Datong Coal Mine agreed to contribute to the registered capitalof Tashan Power Company in the proportions of 40% and 60%, respectively, for the purposes of planning, constructing,and operating the Tashan Power Plant Project. The total investment amount of the Tashan Power Plant Project is expected to be approximately RMB5,420,000,000(equivalent to approximately HK$5,211,538,461.53), which is subject to verification by the relevant governmentalauthorities in the PRC, 20% of which is the registered capital of Tashan Power Company, i.e. approximatelyRMB1,084,000,000 (equivalent to approximately HK$1,042,307,692.30); 40% (equivalent to approximately HK$416,923,076.92)and 60% (equivalent to approximately HK$625,384,615.38) of the registered capital of Tashan Power Company will becontributed in cash by the Company and Datong Coal Mine, respectively. Pursuant to the Investment Agreement, the initial portion of the registered capital of Tashan Power Company isRMB216,800,000 (equivalent to approximately HK$208,461,538.46), of which 40% (equivalent to approximatelyHK$83,384,615.38) will be paid by the Company and 60% (equivalent to approximately HK$125,076,923.07) will be paid byDatong Coal Mine, respectively, at the time of establishment of Tashan Power Company. The remainder of the registeredcapital will be fully paid by the parties within two years of the date of business registration of Tashan Power Companywith the relevant PRC authorities in proportion to their respective capital contributions. As at the date of thisannouncement, no contribution to the registered capital of Tashan Power Company has been made by the parties to theInvestment Agreement. The Company's contribution to the registered capital of Tashan Power Company will be funded byits internal resources. Pursuant to the Investment Agreement, all funds required for the construction of the Tashan Power Plant Project will befunded by the registered capital of Tashan Power Company and third party borrowings in the PRC and in the latter case,each of the Company and Datong Coal Mine will severally guarantee such borrowings in proportion to their respectivecapital contributions in Tashan Power Company if so required. In the event of any future guarantee or borrowings by theCompany to Tashan Power Company, the Company will comply with the relevant requirements under the Listing Rules if andwhen necessary. Effective date of the Investment Agreement The Investment Agreement will become effective when the respective parties to the Investment Agreement have obtainedtheir internal approvals for the investments under the Investment Agreement, which, as at the date of thisannouncement, have all been obtained. Other major terms The term of business operation of Tashan Power Company is proposed to be 30 years from the date of the business licenseof Tashan Power Company. INFORMATION RELATING TO TASHAN POWER COMPANY Pursuant to the Investment Agreement, Tashan Power Company will be established for the purposes of planning,constructing and operating the Tashan Power Plant Project, which is located in the southwestern part of Datong City,Shanxi Province, the PRC. The Tashan Power Plant Project, consisting of two 600MW-level coal-fired power generating units, is planned to have atotal power generating capacity of 1,200MW. Comprising desulphurisation facilities, the Tashan Power Plant Project isan energy-efficient and environmentally-friendly power plant. All of the power generated from the Tashan Power PlantProject will be transmitted to the North China Power Grid. The Tashan Power Plant Project is subject to verification bythe relevant governmental authorities in the PRC. Upon the establishment of Tashan Power Company, it will be owned as to 40% by the Company and 60% by Datong Coal Mine.Therefore, Tashan Power Company will be treated as an associate company but not a subsidiary of the Company. INFORMATION RELATING TO THE GROUP The Group is principally engaged in the development and operation of power plants, the sale of electricity and thermalpower, and the repair, testing and maintenance of power equipment and power related technical services, with itspresent main operation in the PRC. INFORMATION RELATING TO DATONG COAL MINE Datong Coal Mine was incorporated in the PRC in 1985 with limited liability and has a registered capital ofRMB5,511,175,600. Its principal business includes production and processing of coal and the import and export ofself-manufactured products and related technology. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of DatongCoal Mine and its ultimate beneficial owner is a third party who is not connected person of the Company and isindependent of the Company and connected persons of the Company. REASONS FOR AND BENEFITS OF ENTERING INTO THE INVESTMENT AGREEMENT The PRC state has in recent years encouraged power generating enterprises to reasonably adjust their power generatingstructures and to construct mine-mouth power plants for coal-fired power generation, so as to protect the environmentand strengthen the economy. Further, as the power capacity in North China cannot satisfy the demand of the rapidlydeveloping economy in the region due to limited resources and environmental constraints, there are considerableeconomic benefits achieved by the construction of the mine-mouth power plants such as the Tashan Power Plant Project.As the Tashan Power Plant Project will be constructed at a mine-mouth with abundant supplies of coal resources, theBoard believes that the cooperation with Datong Coal Mine in constructing the Tashan Power Plant Project would reducethe cost of coal resources and the cost of coal transportation necessary for operating the Tashan Power Plant Projectand therefore enhance the operating profits of the Group as a whole. In view of the above, the Directors (including the independent non-executive Directors) believe that the InvestmentAgreement is on normal commercial terms and the terms of the Investment Agreement are fair and reasonable and in theinterests of the Shareholders as a whole. DISCLOSEABLE TRANSACTION According to the Listing Rules, as the consideration ratio (as defined in Rule 14.07 of the Listing Rules) is more than5% but less than 25%, the transaction contemplated under the Investment Agreement constitutes a discloseabletransaction for the Company which is subject to the notification and publication requirements as set out in Rules 14.34to 14.39 of the Listing Rules. DESPATCH OF CIRCULAR A circular containing details of the Investment Agreement will be despatched to the Shareholders as soon aspracticable. DEFINITIONS For the purposes of this announcement, capitalised items appearing herein shall, unless the context otherwise admits,have the meanings set out below: "associate" has the meaning ascribed to it under the Listing Rules"Board" the board of Directors"Company" Datang International Power Generation Co., Ltd. ("Chinese Words"), a sino-foreign joint stock limited company incorporated in the PRC on 13 December 1994, of which the H Shares are listed on the Stock Exchange and the London Stock Exchange"connected person" has the meaning ascribed to it under the Listing Rules"Datong Coal Mine" Datong Coal Mine Group Co., Ltd. ("Chinese Words"), a limited liability company incorporated in the PRC"Director(s)" director(s) of the Company"Domestic Shares" ordinary shares issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi"Group" the Company and its subsidiaries"HK$" Hong Kong dollars and cents, the lawful currency of Hong Kong"Hong Kong" the Hong Kong Special Administrative Region of the PRC"H Shares" the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on the Stock Exchange and the London Stock Exchange"Investment Agreement" the investment agreement dated 29 June 2006 entered into between the Company and Datong Coal Mine in respect of the establishment of Tashan Power Company"Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange"London Stock Exchange" The London Stock Exchange Limited"MW" megawatts"PRC" the People's Republic of China"RMB" Renminbi, the lawful currency of the PRC"Share(s)" the ordinary share(s) of the Company with a nominal value of RMB1.00 each, comprising Domestic Shares and H Shares"Shareholder(s)" the holder(s) of the Share(s)"Stock Exchange" The Stock Exchange of Hong Kong Limited"subsidiary" has the meaning ascribed to it under the Listing Rules"Tashan Power Company" Tongmei Datang International Tashan Power Co., Ltd. ("Chinese Words")"Tashan Power Plant Project" Tashan Power Plant Project, which will consist of two 600MW-level coal-fired power generating units"%" per cent By Order of the Board Yang Hongming Company Secretary Beijing, the PRC, 4 July 2006 As at the date of this announcement, the Directors are: Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, Liu Chaoan*, Yu Changchun* and Xia Qing* * independent non-executive Directors For the purpose of this announcement, HK$1.00 is equivalent to RMB1.04. This information is provided by RNS The company news service from the London Stock Exchange