DATANG INTERNATIONAL POWER GENERATION CO., LTD.

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Delayed Hong Kong Stock Exchange  -  05/27 04:08:54 am EDT
1.300 HKD   -2.99%
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Datang International Power Generation : ANNOUNCEMENT REVISION OF ANNUAL CAPS OF CONTINUING CONNECTED TRANSACTIONS

08/28/2020 | 07:48am EDT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(a sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00991)

ANNOUNCEMENT

REVISION OF ANNUAL CAPS OF CONTINUING CONNECTED

TRANSACTIONS

REVISION OF ANNUAL CAPS OF THE COMPREHENSIVE PRODUCT AND SERVICE FRAMEWORK AGREEMENT

References are made to the announcement of the Company dated 23 January 2019 and the circular of the Company dated 11 March 2019, in relation to the continuing connected transactions under the Comprehensive Product and Service Framework Agreement.

Under the Comprehensive Product and Service Framework Agreement, the Group and CDC Group agreed to mutually provide products and services, including but not limited to the provision of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services to the Group by CDC Group.

Due to the substantial increase in the demand for material procurement and auxiliary services of new gas turbines and new energy projects of the Company, the original annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services contemplated under the Comprehensive Product and Service Framework Agreement for the years ending 31 December 2020 and 31 December 2021 cannot meet the business requirements of the Company. Therefore, the Board passed a resolution on 28 August 2020 to proposed to revise the annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC, the controlling shareholder of the Company, and its subsidiaries hold a total of approximately 53.09% of the issued share capital of the Company. CDC is therefore a connected person of the Company. As such, transactions under the Comprehensive Product and Service Framework Agreement constitute continuing connected transactions of the Company.

- 1 -

As the highest of the applicable percentage ratios (defined under the Rule 14.07 of the Listing Rules) in respect of the revised annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services provided under the Comprehensive Product and Service Framework Agreement is more than 5%, the transactions contemplated under the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services according to the Comprehensive Product and Service Framework Agreement are subject to reporting, announcement, annual review and approval of the Independent Shareholders under Chapter 14A of the Listing Rules.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR

An independent board committee comprising all independent non-executive Directors will be formed to advise the Independent Shareholders on the revised annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services under the Comprehensive Product and Service Framework Agreement.

The Company will appoint an independent financial advisor to advise the independent board committee and the Independent Shareholders on the revised annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services under the Comprehensive Product and Service Framework Agreement.

DESPATCH OF CIRCULAR

A circular containing details of the revised annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services under the Comprehensive Product and Service Framework Agreement, a letter from the Independent Board Committee and a letter from the Independent Financial Adviser, both advising on the above revised annual caps, will be despatched to the Shareholders in compliance with the Listing Rules. As additional time is required for the Company to prepare the information to be included in the circular, the circular is expected to be despatched to the Shareholders on or before 18 September 2020. If it is expected that there will be a delay to the despatch of the circular, a further announcement will be published in accordance with the Listing Rules stating the reason for the delay and the new expected date of despatch of the circular.

REVISION OF ANNUAL CAPS OF THE COMPREHENSIVE PRODUCT AND SERVICE FRAMEWORK AGREEMENT

References are made to the announcement of the Company dated 23 January 2019 and the circular of the Company dated 11 March 2019, in relation to the continuing connected transactions under the Comprehensive Product and Service Framework Agreement.

- 2 -

Under the Comprehensive Product and Service Framework Agreement, the Group and CDC Group agreed to mutually provide products and services, including but not limited to the provision of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services to the Group by CDC Group.

Due to the substantial increase in the demand for material procurement and auxiliary services of new gas turbines and new energy projects of the Company, the original annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services contemplated under the Comprehensive Product and Service Framework Agreement for the years ending 31 December 2020 and 31 December 2021 cannot meet the business requirements of the Company. Therefore, the Board passed a resolution on 28 August 2020 to proposed to revise the annual caps for the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services.

Unit: RMB '00 million

Original

Revised

Original

Revised

annual cap

annual cap

annual cap

annual cap

for the year

for the year

for the year

for the year

ending

ending

ending

ending

31 December

31 December

31 December

31 December

2020

2020

2021

2021

Procurement of Production and

Infrastructure Materials and

Relevant Auxiliary Services

31

65

28

78

The above revised annual caps for the years ending 31 December 2020 and 31 December 2021 were determined after considering that the demand for material procurement and auxiliary services of new gas turbines and new energy projects of the Company will significantly increase in the coming years.

The Board further confirmed that, as at the date of this announcement, the existing annual cap of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services for the year ending 31 December 2020 has not been exceeded.

REASONS FOR REVISION OF ANNUAL CAPS OF THE COMPREHENSIVE PRODUCT AND SERVICE FRAMEWORK AGREEMENT

Taking into account that the number of new gas turbine and new energy projects of the Company will increase in the coming years, it is expected that the demand for the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services will increase significantly, resulting in an increase in the caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services.

- 3 -

The Directors (including independent non-executive Directors) are of the opinion that the revised annual caps of the transactions of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services under the Comprehensive Product and Service Framework Agreement are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

INFORMATION IN RELATION TO RELEVANT PARTIES TO THE AGREEMENT

  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 Company's major service area is in the PRC.
  2. CDC was established on 9 April 2003 with a registered capital of RMB37.0 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.

APPROVAL OF THE BOARD

The thirteenth meeting of the tenth session of the Board of the Company has considered and approved the Resolution on Increasing Annual Caps of Certain Connected Transactions under the Comprehensive Product and Service Framework Agreement (2019-2021) (Please refer to the overseas regulatory announcement of the Company dated 28 August 2020 for details).

None of the Directors has any material interest in the Comprehensive Product and Service Framework Agreement. Those connected Directors, including Chen Feihu and Qu Bo, have abstained from voting on the relevant resolution in accordance with the requirements of the listing rules of the Shanghai Stock Exchange.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC, the controlling shareholder of the Company, and its subsidiaries hold a total of approximately 53.09% of the issued share capital of the Company. CDC is therefore a connected person of the Company. As such, transactions under the Comprehensive Product and Service Framework Agreement constitute continuing connected transactions of the Company.

As the highest of the applicable percentage ratios (defined under the Rule 14.07 of the Listing Rules) in respect of the revised annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services provided under the Comprehensive Product and Service Framework Agreement is more than 5%, the transactions contemplated under the Procurement of Production and

- 4 -

Infrastructure Materials and Relevant Auxiliary Services according to the Comprehensive Product and Service Framework Agreement are subject to reporting, announcement, annual review and approval of the Independent Shareholders under Chapter 14A of the Listing Rules.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR

An independent board committee comprising all independent non-executive Directors will be formed to advise the Independent Shareholders on the revised annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services under the Comprehensive Product and Service Framework Agreement.

The Company will appoint an independent financial advisor to advise the independent board committee and the Independent Shareholders on the revised annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services under the Comprehensive Product and Service Framework Agreement.

DESPATCH OF CIRCULAR

A circular containing details of the revised annual caps of the Procurement of Production and Infrastructure Materials and Relevant Auxiliary Services under the Comprehensive Product and Service Framework Agreement, a letter from the Independent Board Committee and a letter from the Independent Financial Adviser, both advising on the above revised annual caps, will be despatched to the Shareholders in compliance with the Listing Rules. As additional time is required for the Company to prepare the information to be included in the circular, the circular is expected to be despatched to the Shareholders on or before 18 September 2020. If it is expected that there will be a delay to the despatch of the circular, a further announcement will be published in accordance with the Listing Rules stating the reason for the delay and the new expected date of despatch of the circular.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Board"

the board of Directors of the Company

"CDC"

China Datang Corporation Ltd., a wholly state-owned company

established under the laws of the PRC, whose ultimate beneficial

owner is the State-owned Assets Supervision and Administration

Commission of the State Council of the PRC, and is a controlling

shareholder of the Company. Please refer to the section headed

"Information in relation to Relevant Parties to the Agreement" of

this announcement for details

- 5 -

"CDC Group"

CDC, its controlled subsidiaries, subsidiaries and/or their respective

associates (excluding the Group, its controlled subsidiaries and/or

its subordinate enterprises but including the connected subsidiaries

of the Group)

"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. Please refer to the section headed

"Information in relation to Relevant Parties to the Agreement" of

this announcement for details

"Comprehensive Product and

the agreement entered into between CDC and the Company on 23

Service Framework

January 2019 in relation to the mutual supply of products and

Agreement"

services between CDC Group and the Group, details of which are

disclosed in the announcement dated 23 January 2019 and the

circular dated 11 March 2019 of the Company

"connected person(s)"

has the same meaning ascribed to it under the Listing Rules

"connected subsidiaries"

has the same meaning ascribed to it under the Listing Rules

"connected transaction(s)"

has the same meaning ascribed to it under the Listing Rules

"controlling shareholder"

has the same meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"Group"

collectively, the Company, its controlled subsidiaries and/or its

subsidiaries

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"PRC"

the People's Republic of China

- 6 -

"Procurement of Production

the centralized procurement of certain general-purpose equipment

and Infrastructure Materials

and materials for construction, technological transformation

and Relevant Auxiliary

projects, repair and maintenance of production, and provision of

Services"

related centralized procurement services; complete services

management including procurement services, contract execution

and performance services (equipment supervision and inspection,

delivery and shipment) related to major equipment and materials for

large infrastructure projects, on-site material management for

infrastructure projects

"RMB"

Renminbi, the lawful currency of the PRC

"Shareholder(s)"

shareholder(s) of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"%"

per cent

By order of the Board

Jiang Jinming

Company Secretary

Beijing, the PRC, 28 August 2020

As at the date of this announcement, the Directors of the Company are:

Chen Feihu, Qu Bo, Liang Yongpan, Ying Xuejun, Zhu Shaowen, Cao Xin, Zhao Xianguo, Zhang Ping, Jin Shengxiang, Liu Jizhen*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*, Niu Dongxiao*

  • Independent non-executive Directors

- 7 -

Disclaimer

DTP - Datang International Power Generation Co. Ltd. published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 11:48:03 UTC


© Publicnow 2020
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Last Close Price 1,11 CNY
Average target price 1,45 CNY
Spread / Average Target 31,0%
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