Last checked at 14 Sep 2015 15:30
DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected TransactionDATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected Transaction
PR Newswire
London, September 14
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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
CONNECTED TRANSACTION
TECHNOLOGICAL TRANSFORMATION PROJECTS CONTRACT
On 14 September 2015, Zhang Jia Kou Power Plant, as owned by the Company, entered into the Technological Transformation Projects Contract with Datang Environment Company -- Datang Engineering Company consortium, and the contract amount was RMB411.66 million.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its subsidiaries hold 34.77% of the issued share capital of the Company. Pursuant to Chapter 14A of the Listing Rules, since Datang Environment Company -- Datang Engineering Company consortium is a connected person of the Company, the transaction under the Technological Transformation Projects Contract 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 transaction amount under the Technological Transformation Projects Contract, when aggregated with the Previous Transactions, is above 0.1% but less than 5%, the Technological Transformation Projects Contract and the transaction thereunder is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but does not require the approval by the independent Shareholders of the Company.
TECHNOLOGICAL TRANSFORMATION PROJECTS CONTRACT
Date of the Contract:
14 September 2015
Parties of the Contract:
(1) Owner: Zhang Jia Kou Power Plant
(2) Contractor: Datang Environment Company -- Datang Engineering Company consortium
Major Terms of the Contract:
(1) Subject matter: Zhang Jia Kou Power Plant agreed to appoint Datang Environment Company – Datang Engineering Company consortium to undertake the modification project for the ultra-low emission for environmental facilities units No.1-8 of Zhang Jia Kou Power Plant.
(2) Aggregate contract price and breakdown:
| Aggregate total contract price(RMB'000) | Breakdown of the contract price | ||||
| Totalfacilities procurement fees(RMB'000) | Construction fees(RMB'000) | Installation fees(RMB'000) | Design and debugging fees(RMB'000) | Other aggregate costs(RMB'000) | |
| 411,660 | 296,932 | 33,290.935 | 51,421.065 | 24,216 | 5,800 |
(3) Settlement and payment:
| Prepayment for the contract: | Within one month from the effective date of the contract, the contractor shall provide an irrevocable performance bond guarantee in an amount equivalent to 10% of the total contract price and a financial receipt equivalent to 30% of the total contract price, and the owner shall pay 30% of the total contract price to the contractor as prepayment within one month upon verification. |
| Payment of facilities procurement fees: | i) After the contractor has submitted documents including the checklist of relevant major facilities and materials, the owner shall pay 30% of the facilities procurement fees to the contractor within one month upon verification;ii) After the contractor has delivered the last batch of facilities and materials, the owner shall pay 30% of the facilities procurement fees to the contractor within one month upon verification;iii) The remaining 10% of the facilities procurement fees shall be reserved as the quality assurance fees for the facilities. Upon the provision of the final acceptance certificate by the contractor, the owner shall pay 10% of the facilities procurement fees to the contractor within one month upon verification; |
| Payment of construction and installation fees: | i) Upon completion of 50% of the project, the owner shall pay 30% of the construction and installation fees;ii) Upon completion of 100% of the project, the owner shall pay 30% of the construction and installation fees;iii) The remaining 10% of construction and installation fees shall be reserved as the quality assurance fees. Upon the provision of the final acceptance certificate by the contractor, the owner shall pay 10% of the construction and installation fees within one year upon verification; |
| Payment of consideration for technical services and other fees: | Within one year upon completion, acceptance and commissioning of the project, the owner shall pay the balance of the fees apart from the reserved 10% quality assurance fee. |
(4) Effective date of contract: Effective when 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 TECHNOLOGICAL TRANSFORMATION PROJECTS CONTRACT
According to the annual technological transformation plan of the Company, the Company invited public tender for the Technological Transformation Projects for the power generating units of its power plants and subsidiaries. After carrying out relevant evaluation procedures and considering various factors, including the technical experiences, professional qualification, business reputation, project management skills, consideration amount and other relevant factors of all the tenderers, Datang Environment Company -- Datang Engineering Company consortium was selected as the tender winner for the Technological Transformation Projects for the power generating units of Zhang Jia Kou Power Plant.
Datang Environment Company -- Datang Engineering Company consortium possesses sufficient qualification with rich expertise in carrying out the Technological Transformation Projects. The Company considers that such companies will be capable to ensure the Technological Transformation Projects to be carried out smoothly.
The Company and Zhang Jia Kou Power Plant agreed to appoint Datang Environment Company -- Datang Engineering Company consortium to carry out the Technological Transformation Projects, mainly for the purposes of ensuring the on-schedule completion of Technical Transformation Projects of Zhang Jia Kou Power Plant, to fully ride on its professional advantage, as well as to control cost to a certain extent through large scale purchasing of facilities.
The Directors (including independent non-executive Directors) are of the view that the transaction under the Technological Transformation Projects Contract was duly completed by way of public tender; the relevant terms are fair and reasonable and conducted on normal commercial terms and are in the interests of the Company and its shareholders as a whole.
BOARD'S APPROVAL
Pursuant to the resolution of the sixteenth meeting of the eighth session of the Board in respect of the consideration and approval of the "Resolution on the Tendering for the Technological Transformation Projects of Datang International and its Subsidiaries" (details of which were set out in the overseas regulatory announcement of the Company dated 19 December 2014), the Company and its subsidiaries have invited public tender for their Technological Transformation Projects in 2015.
None of the Directors has material interest in the transaction under the Technological Transformation Projects Contract. Connected Directors, including Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting for this resolution at the relevant Board meeting pursuant to the Listing Rules of the Shanghai Stock Exchange.
INFORMATION OF THE PARTIES
1. The Company 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, with its main service areas being in the PRC.
2. CDC was established on 9 March 2003 with registered capital of RMB18,009 million and is principally engaged in the development, investment, construction, operation and management of power energy, organisation of power (thermal) production and sales; manufacturing, repair and maintenance of power equipment; power technology development and consultation; power engineering, contracting and consultation of environmental power engineering; development of new energy as well as development and production of power related coal resources.
3. Datang Environment Company is a subsidiary of CDC. With registered capital of RMB2,400 million, the company principally engaged in environmental project development and environmental facilities investment, operation and management etc.
4. Datang Engineering Company, a subsidiary of Datang Environment Company, was established on 10 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 gas desulfurisation and denitration in various areas, including energy, metallurgy and chemistry; franchise of environmental desulfurisation facilities; general contracting for design and construction of material conveying projects, such as coal conveying, ash conveying and bulk cargo terminals; general contracting for design and construction of projects such as dry slag removing system and anti-corrosion of chimneys; manufacture of heavy machinery and dry slag removing equipment.
5. Zhang Jia Kou Power Plant is a power plant owned by the Company and has an installed capacity of 2,400MW.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its subsidiaries hold 34.77% of the issued share capital of the Company. Pursuant to Chapter 14A of the Listing Rules, since Datang Environment Company–Datang Engineering Company consortium is a connected person of the Company, the transaction under the Technological Transformation Projects Contract 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 transaction amount under the Technological Transformation Projects Contract, when aggregated with the Previous Transactions, is above 0.1% but less than 5%, the Technological Transformation Projects Contract and the transaction thereunder is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but do not require the approval by the independent Shareholders of the Company.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
| "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 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 | |
| "Datang Engineering Company" | China Datang Technologies and Engineering Co., Ltd., a subsidiary of Datang Environment Industry Group Co., Ltd., a wholly-owned subsidiary of CDC, details of which are set out in the section headed "Information of the Parties" | |
| "Datang Environment Company" | Datang Environment Industry Group Co., Ltd., a subsidiary of CDC, details of which are set out in the section headed "Information of the Parties" | |
| "Datang Environment Company -- Datang Engineering Company consortium" | a consortium formed by Datang Environment Company and Datang Engineering Company | |
| "Director(s)" | the director(s) of the Company | |
| "Zhang Jia Kou Power Plant" | Zhang Jia Kou Power Plant of Datang International Power Generation Co., Ltd., a power plant owned by the Company, details of which are set out in the section headed "Information of the Parties" | |
| "Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange | |
| "PRC" | the People's Republic of China | |
| "Previous Transactions" | technological transformation projects contracts entered into between certain power plants or subsidiaries of the Company and Datang Environment Company/Datang Technology Industry Company and their subsidiaries, details of which are set out in the definition of "Previous Transactions" in the "Connected Transactions" announcement of the Company dated 25 August 2015 | |
| "RMB" | Renminbi, the lawful currency of the PRC | |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited | |
| "Technological Transformation Projects Contract " | "Contract on Modification Project for Ultra-low Emission for Environmental Facilities Units No.1-8 of Zhang Jia Kou Power Plant" entered into between Zhang Jia Kou Power Plant and Datang Environment Company – Datang Engineering Company consortium on 14 September 2015 with a contract amount of RMB411.66 million | |
| "Technological Transformation Projects" | refer to the technological transformation projects that transform obsolete technologies into advanced technologies and replace outdated technology and equipment with advanced ones by upholding the principle of technological advancement, thereby achieving the goal to expand production capacities through organic growth, diversify product portfolio and enhance product quality, at the same time saving energy, reducing raw materials consumption, enhancing labour productivity and increasing economic benefits | |
| "%" | percentage |
By Order of the BoardZhou Gang Secretary to the Board
Beijing, the PRC, 14 September 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,Jiang Guohua*, Feng Genfu*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*
* Independent non-executive Directors