20th May 2013 16:10
DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Continuing Connected TransactionsDATANG INTERNATIONAL POWER GENERATION COMPANY LD - Continuing Connected Transactions
PR Newswire
London, May 20
FRAMEWORK AGREEMENT FOR PRODUCTION MATERIALS
On 20 May 2013, the Company entered into the Framework Agreement for Production Materials with China WaterResources and Power, a wholly-owned subsidiary of CDC, in connection with the centralised purchase of machinery,equipment and materials required for technical transformation projects through China Water Resources and Power.LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold a total of approximately 34.71% of the issuedshare capital of the Company. As China Water Resources and Power is a wholly-owned subsidiary of CDC, China WaterResources and Power is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Thetransactions contemplated under the Framework Agreement for Production Materials constitute continuing connectedtransactions of the Company. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the FrameworkAgreement for Production Materials is more than 0.1% but less than 5%, such transactions are only subjectto the reporting and announcement requirements, but do not require the approval by the independent shareholdersof the Company under Chapter 14A of the Listing Rules.BACKGROUND
In order to regulate and enhance the management of purchase of materials for technical transformation projectsand to leverage bulk purchase advantages, the Company and China Water Resources and Power, a subsidiary of CDC,entered into the Framework Agreement for Production Materials on 20 May 2013 to centralise the purchase ofmachinery, equipment and materials required for technical transformation projects so as to enhance qualityof purchase and lower purchase costs, thereby enhancing the profitability of the Company.FRAMEWORK AGREEMENT FOR PRODUCTION MATERIALS
Date 20 May 2013 Parties (i) The Company; and(ii) China Water Resources and PowerSubject Matter
1. China Water Resources and Power agreed to conduct centralised purchase of machinery, equipment and materials
required for technical transformation projects in accordance with the demands of the Company and its
subsidiaries for the machinery, equipment and materials of technical transformation projects. The
selling prices of such machinery, equipment and materials of technical transformation projects offered
by China Water Resources and Power shall not be higher than the prevailing average market prices of such
machinery, equipment and materials of technical transformation projects.
2. According to the actual demands of the Company and its subsidiaries, China Water Resources and Power will
conduct tender of materials purchase in accordance with relevant law and regulations of the State. The
process of purchase tender conducted by China Water Resources and Power will be under the supervision of
the Company.
3. Pursuant to the tender results, the Company and its subsidiaries will enter into specific purchase contracts
with China Water Resources and such purchase contracts shall be consistent with the terms and principles of
the Framework Agreement for Production Materials.
Term
The term of the Framework Agreement for Production Materials is from 1 January 2013 to 31 December 2013.
The Company confirms that each of the applicable percentage ratios (as defined under Rule 14.07 of the ListingRules) in respect of the transactions amount under the Framework Agreement for Production Materials for theperiod from 1 January 2013 to the date of this announcement did not exceed the de minimis threshold set outunder Chapter 14A of the Listing Rules.Fee Standard and Calculation
During the course of centralised purchase, China Water Resources and Power will be responsible for thecoordination of tenders invitation, contract signing and the implementation thereafter, transportation,examination of the arrival goods and claims submission, etc. As such, China Water Resources and Power willcollect a management service fee (the relevant management fee shall be from 3% to 5% of the purchase amounton the purchase contracts). Such management service fee is determined after arm's length negotiation betweenthe parties taking into account the management service fee to be charged for the provision of similar servicesby other independent cooperating service providers. The relevant management service fee to be collected byChina Water Resources and Power shall not be higher than the fee to be charged by China Water Resources andPower for the provision of similar services to other independent third parties and CDC.China Water Resources and Power will issue a value added tax invoice comprising the purchase amount and themanagement service fee to the Company and its subsidiaries.
Annual Cap
Taking into account the machinery, equipment and materials of technical transformation projects applicable forcentralised purchase which are required by the Company and its subsidiaries for the year ending 31 December2013, the continuing connected transactions contemplated under the Framework Agreement for Production Materialsare subject to an annual cap of RMB800 million (including the purchase costs for the machinery, equipment andmaterials of technical transformation projects and the management service fees payable to China Water Resourcesand Power) for the year ending 31 December 2013.Historical Transaction Amounts
The transaction amount of materials purchase for technical transformation projects by the Company and itssubsidiaries from China Water Resources and Power for the year ended 31 December 2012 was approximatelyRMB61.98 million. The transaction amount of materials purchase for technical transformation projects by the Company and itssubsidiaries from China Water Resources and Power for the year ended 31 December 2011 was approximatelyRMB83.576 million.INFORMATION OF PARTIES RELATING TO THE FRAMEWORK AGREEMENT FOR CENTRALISED PURCHASE
1. The Company was established in December 1994 and 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. The Group's main service areas are in the PRC.
2. CDC was established on 9 March 2003 with registered capital of RMB15.394 billion. It 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. China Water Resources and Power is a wholly-owned subsidiary of CDC which was established on 6 March 1989.
Its core business includes acting as agent for tenders invitation and import, pipe supplies, project
consultation, spare parts, equipment supervision, management of project materials resources, CDM, safety
evaluation, and so forth.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT FOR PRODUCTION MATERIALS
After taking into account the necessity for lowering purchase costs and successful completion of the Company'stechnical transformation project materials purchase tasks during the year, the Company entered into theFramework Agreement for Production Materials to leverage on the role of China Water Resources and Power asa professional institution in sourcing the machinery, equipment and materials of technical transformation projectsto leverage the bulk purchase advantage, enhance purchase quality and lower purchase costs, thereby enhancingthe profitability of the Company. The Directors (including the independent non-executive Directors) are of the view that the continuing connectedtransactions under the Framework Agreement for Production Materials are conducted in the ordinary and usualcourse of business of the Company, and are fair and reasonable and are in the interest of the Company andthe shareholders as a whole.LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold a total of approximately 34.71% of theissued share capital of the Company. China Water Resources and Power is a wholly-owned subsidiary of CDCand accordingly is a connected person of the Company under Chapter 14A of the Listing Rules. The transactionscontemplated under the Framework Agreement for Production Materials constitute continuing connectedtransactions for the Company. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the FrameworkAgreement for Production Materials is more than 0.1% but less than 5%, such transactions are only subjectto the reporting and announcement requirements, but do not require the approval by the independent shareholdersof the Company under Chapter 14A of the Listing Rules.BOARD'S APPROVAL
None of the Directors have any material interest in the transaction. Those connected Directors, including LiuShunda, Hu Shengmu and Fang Qinghai, who are, or have been, the principal management staff of CDC, have abstainedfrom voting at the Board meeting for approval of the relevant transaction in accordance with the requirements ofthe listing rules of the Shanghai Stock Exchange.DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
"Board" the board of Directors "CDC" China DatangCorporation, a State-owned enterprise
establishedunder the laws of the PRC and is a
controllingshareholder of the Company pursuant to
the ListingRules which, together with its subsidiaries,
holdapproximately 34.71% of the issued share capital
of the Companyas at the date of this announcement
"China Water Resources and Power" China NationalWater Resources & Electric Power
Materials &Equipment Corporation
"Company" DatangInternational Power Generation Co., Ltd., a
sino-foreignjoint stock limited company incorporated
in the PRC on 13December 1994, whose H Shares are
listed on theStock Exchange and the London Stock
Exchange andwhose A Shares are listed on the Shanghai
Stock Exchange "Director(s)" the director(s) of the Company "Framework Agreement for Production Materials" the frameworkagreement for materials purchase of the
machinery,equipment and materials of technical
transformationprojects dated 20 May 2013 entered
into between theCompany and China Water Resources and
Power "Listing Rules" The RulesGoverning 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 By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 20 May 2013As 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, Mi Dabin,Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors
Related Shares:
Datang Intl H