Discloseable Transaction
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in DATANG INTERNATIONAL POWER GENERATION CO., LTD., you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
http://www.rns-pdf.londonstockexchange.com/rns/9495B_-2008-8-25.pdf
(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 991)
DISCLOSEABLE TRANSACTION
A letter from the Board of the Company is set out on pages 3 to 6 of this circular.
21 August 2008
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 3
Investment Details 4
Reasons for and Benefits of the Investing in the Zhang Jia Kou Thermal Power Project 5
Information relating to the Zhang Jia Kou Thermal Power Project 5
Information relating to the Group 5
Discloseable Transaction 5
General 6
APPENDIX - GENERAL INFORMATION 7
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
'A Share(s)' the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange
'Board' the board of Directors
'Directors' directors 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
'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 of Hong Kong Limited and the London Stock Exchange and whose A Shares are listed on the Shanghai Stock Exchange
'GJ' giga joules
'Group' the Company and the Subsidiaries
'HK$' Hong Kong dollar(s) and cent(s), the lawful currency of Hong Kong
'Hong Kong' the Hong Kong Special Administrative Region of the PRC
'H Share(s)' the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on The Stock Exchange of Hong Kong Limited and the London Stock Exchange
'Latest Practicable Date' 19 August 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
'Listing Rules' The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
'London Stock Exchange' The London Stock Exchange Limited
'MW' megawatts
'PRC' the People's Republic of China
'RMB' the lawful currency of the PRC
DEFINITIONS
'SFO' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
'Shares' 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
'Zhang Jia Kou Thermal Power Company' Hebei Datang International Zhang Jia Kou Thermal Power Company Limited. The Company planned to contribute 100% equity to its establishment pursuant to the resolutions of the Board dated 4 August 2008
'Zhang Jia Kou Thermal Power Project' the construction of two 300 MW coal-fired heat supply units in Hebei Datang International Zhang Jia Kou Thermal Power Project Phase 1, which the Company planned to construct and operate
'%' per cent
Note: Unless otherwise specified and for reference only, the conversion of Hong Kong dollars into Renminbi is based on the exchange rate of HK$1= RMB0.877 in this circular.
LETTER FROM THE BOARD
(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 991)
Executive Directors: Registered office:
Mr. Cao Jingshan No. 482 Guanganmennei Avenue
Mr. Zhou Gang Xuanwu District
Beijing, 100053
Non-Executive Directors: PRC
Mr. Zhai Ruoyu (Chairman)
Mr. Hu Shengmu Principal place of business in Hong Kong:
Mr. Fang Qinghai c/o Huen Wong & Co. in association with
Mr. Liu Haixia Fried, Frank, Harris, Shriver & Jacobson LLP
Ms. Guan Tiangang 1105-1108 Gloucester Tower
Mr. Su Tiegang The Landmark
Mr. Ye Yonghui 15 Queen's Road Central
Mr. Li Gengsheng Hong Kong
Independent non-executive Directors:
Mr. Xie Songlin
Mr. Liu Chaoan
Mr. Yu Changchun
Mr. Xia Qing
Mr. Li Hengyuan
21 August 2008
To the Shareholders
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION
INTRODUCTION
The Board announces on 4 August 2008 that the Company agreed to contribute RMB580,000,000 (equivalent to approximately HK$661,345,496) by way of cash to the registered capital and for the establishment of Zhang Jia Kou Thermal Power Company for the purpose of constructing and operating the Zhang Jia Kou Thermal Power Project. The cash injection by the Company will represent 100% of the equity interest of Zhang Jia Kou Thermal Power Company.
LETTER FROM THE BOARD
According to the Listing Rules, as the consideration ratio (as defined in Rule 14.07 of the Listing Rules) is more than 5% but less than 25%, the Group's investment constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules which is subject to the notification, announcement and despatch of circular requirements as set out in Rules 14.34 to 14.39 of the Listing Rules.
The purpose of this circular is to provide you with further details of the Group's investment and other information in compliance with the requirements of the Listing Rules.
INVESTMENT DETAILS
Pursuant to the resolutions of the Board dated 4 August 2008, the Company agreed to contribute RMB580,000,000 (equivalent to approximately HK$661,345,496) by way of cash to the registered capital and for the establishment of Zhang Jia Kou Thermal Power Company for the purpose of constructing and operating the Zhang Jia Kou Thermal Power Project. The cash injection by the Company will represent 100% of the equity interest of Zhang Jia Kou Thermal Power Company.
The Zhang Jia Kou Thermal Power Project involves a total investment of approximately RMB2,900,680,000 (equivalent to approximately HK$3,307,502,851). The registered capital of Zhang Jia Kou Thermal Power Company, i.e. RMB580,000,000 (equivalent to approximately HK$661,345,496), accounts for 20% of the total investment of the project. The Company's total capital commitment in Zhang Jia Kou Thermal Power Project is in the sum of RMB2,900,680,000. Upon the registration of Zhang Jia Kou Thermal Power Company, the Company will contribute the first installment of the registered capital of Zhang Jia Kou Thermal Power Company in the sum of RMB150,000,000 (equivalent to approximately HK$171,037,628) by way of cash. The Company will contribute the remaining registered capital to Zhang Jia Kou Thermal Power Company in cash in accordance with the construction progress of Zhang Jia Kou Thermal Power Project. As at the date of this circular, the Company has not contributed any registered capital to Zhang Jia Kou Thermal Power Company. The Company's contribution to the registered capital of Zhang Jia Kou Thermal Power Company will be funded by its internal resources.
All funds required for the Zhang Jia Kou Thermal Power Project will be financed by Zhang Jia Kou Thermal Power Company's internal resources and financing or loans from domestic third parties. The Company agreed to provide, if necessary, guarantees for Zhang Jia Kou Thermal Power Company's borrowings or loans. In the event that any further capital injections or provision of guarantees in respect of the borrowings of Zhang Jia Kou Thermal Power Company are required of the Company, the Company will comply with the relevant requirements under the Listing Rules as appropriate.
Zhang Jia Kou Thermal Power Company will be owned as to 100% by the Company and become a wholly-owned subsidiary of the Company upon its establishment. The results of Zhang Jia Kou Thermal Power Company will be consolidated into the accounts of the Company subsequent to its establishment.
LETTER FROM THE BOARD
REASONS FOR AND BENEFITS OF THE INVESTING IN THE ZHANG JIA KOU THERMAL POWER PROJECT
The Zhang Jia Kou Thermal Power Project is located in Zhang Jia Kou city with a fairly cold climate which requires a long heating period. Due to the lack of a centralised heating source in the area, the city has long been relying on small boilers which deliver scattered heat supply for the city. This causes a huge demand for heat supply, a waste of resources and air pollution to the downtown area. Upon the completion of the Zhang Jia Kou Thermal Power Project, the downtown area of Zhang Jia Kou city will obtain access to centralised heat supply and the pressure of the demand for heat supply in the area can be relieved. The Company will also benefit from the rising power demand in Zhang Jia Kou city, thus facilitating the Company's further development and increasing the returns for the Shareholders. Meanwhile, upon completion of the project, the discharge of pollutants in the Zhang Jia Kou region will be greatly reduced and the air quality in the region will be improved.
The Directors consider that its investment in the Zhang Jia Kou Thermal Power Project is fair and reasonable and in the best interest of the Company and the Shareholders as a whole.
INFORMATION RELATING TO THE ZHANG JIA KOU THERMAL POWER PROJECT
The Zhang Jia Kou Thermal Power Project is located in Zhang Jia Kou Gaoxin District, Hebei Province, the PRC and involves the construction of two 300 MW coal-fired heat supply units. This project will provide an annual heat supply of approximately 6,916,000 GJ upon completion and will ease the pressure of heat supply demand in the downtown area of Zhang Jia Kou city by replacing the heating boilers which currently provide scattered heat supply in the downtown area of Zhang Jia Kou city. All of the power generated will be transmitted to the North China Power Grid. The Zhang Jia Kou Thermal Power Project was approved by the National Development and Reform Commission in July 2008.
INFORMATION RELATING TO THE GROUP
The Group 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, with its main service areas being in the PRC.
DISCLOSEABLE TRANSACTION
According to the Listing Rules, as the consideration ratio (as defined in Rule 14.07 of the Listing Rules) is more than 5% but less than 25%, the Group's investment in the Zhang Jia Kou Thermal Power Project constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules which is subject to the notification, announcement and despatch of circular requirements as set out in Rules 14.34 to 14.39 of the Listing Rules.
LETTER FROM THE BOARD
GENERAL
The assets, earnings and liabilities of the Group will increase upon the commencement of operation of the Zhang Jia Kou Thermal Power Project.
Yours faithfully,
By Order of the Board of
Datang International Power Generation Co., Ltd.
Zhou Gang
Secretary to the Board
APPENDIX GENERAL INFORMATION
1. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this circular misleading.
2. DISCLOSURE OF INTERESTS
Directors, supervisors and chief executive of the Company
(i) As at the Latest Practicable Date, save and except Mr. Fang Qinghai, being a Director, who held 24,000 A shares of the Company, none of the Directors, supervisors and chief executive of the Company have any interests and short positions in the shares, underlying shares and/or debentures (as the case may be) of the Company or any of its associated corporations (within the meaning of the SFO) which was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest and short position which any such Director, chief executive or supervisor is taken or deemed to have under such provisions of the SFO) or which was required to be entered into the register required to be kept by the Company under section 352 of the SFO or which was otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules.
(ii) As at the Latest Practicable Date, none of the Directors, proposed Directors, supervisors or proposed supervisors of the Company has any direct or indirect interest in any assets which have since 31 December 2007 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.
Substantial shareholders of the Company
As at the Latest Practicable Date, so far as the Directors are aware, each of the following persons, not being a Director, chief executive or supervisor of the Company, had an interest in the Shares which falls to be disclosed to the Company and the Stock Exchange under the provisions of Division 2 and 3 of Part XV of the SFO:
Percentage
to total
Number of issued share Percentage to Percentage to
Class of issued ordinary capital of total issued total issued
Name Shares shares held the Company Domestic Shares H Shares
China Datang Corporation A shares 3,959,241,160 (L) 33.70% 46.78% -
(Note 1)
APPENDIX GENERAL INFORMATION
Percentage
to total
Number of issued share Percentage to Percentage to
Class of issued ordinary capital of total issued total issued
Name Shares shares held the Company Domestic Shares H Shares
Beijing Energy Investment A shares 1,343,584,800 (L) 11.44% 15.87% -
(Group) Company
(Notes 2 & 3)
Hebei Construction A shares 1,303,878,100 (L) 11.40% 15.40% -
Investment Company
(Note 4)
Tianjin Jinneng A shares 1,212,012,600 (L) 10.32% 14.17% -
Investment Company
(Note 5)
Morgan Stanley H Shares 315,184,970(L) 2.68% (L) - 9.59% (L)
144,833,165(S) 1.23% (S) 4.41% (S)
J.P. Morgan Chase & Co. H Shares 291,223,686(L) 2.48% (L) - 8.87% (L)
49,876,452(S) 0.42% (S) 1.52% (S)
219,125,880(P) 1.87% (P) 6.67% (P)
Barclays Chase & Co. H Shares 166,607,802(L) 1.42% (L) - 5.07% (L)
14,981,568(S) 0.13% (S) 0.46% (S)
(L) means long position (S) means short position (P) means lending pool
Notes:
1. Each of Mr. Zhai Rouyu, Mr. Hu Shengmu and Mr. Fang Qinghai, all non-executive Director, is an employee of China Datang Corporation.
2. Mr. Liu Haixia, the non-executive Director, is an employee of Beijing Energy Investment (Group) Company.
3. Ms. Guan Tiangang is an employee of Beijing Jingneng International Energy Company Limited, a wholly-owned subsidiary of Beijing Energy Investment (Group) Company.
4. Each of Mr. Su Tiegang and Mr. Ye Yonghui, both non-executive Directors, is an employee of Hebei Construction Investment Company.
5. Mr. Li Gengsheng, a non-executive Director, is an employee of Tianjin Jinneng Investment Company.
Save as disclosed above and so far as the Directors are aware, as at the Latest Practicable Date, no other person had an interest or short position in the Company's shares or underlying shares (as the case may be) which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.
APPENDIX GENERAL INFORMATION
Substantial shareholders of other members of the Group
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
|
|
|
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
|
|
|
|
Inner Mongolia Datang International Tuoketuo Power Generation Company Limited 內蒙古大唐國際托克托發電有限責任 公司 |
Beijing Jingneng International Energy Company Limited 北京京能國際能源股份有限公司 |
25% |
|
|
|
|
|
Inner Mongolia Mengdian Huaneng Thermal Power Company Limited 內蒙古蒙電華能熱電股份有公司 |
15% |
|
|
|
|
|
|
Tianjin Datang International Panshan Power Generation Company Limited 天津大唐國際盤山發電有限責任公司 |
Tianjin Jinneng Investment Company 天津市津能投資公司 |
25% |
|
|
|
|
|
Shanxi Datang International Shentou Power Generation Company Limited 山西大唐國際神頭發電有限責任公司 |
Tianjin Jinneng Investment Company 天津市津能投資公司 |
40% |
|
|
|
|
|
Shanxi Datang International Yungang Thermal Power Company Limited 山西大唐國際雲岡熱電有限責任公司 |
Shanxi Hezhong Investment and Guarantee Company Limited 山西和眾投資擔保有公司 |
20% |
|
|
|
|
|
Yunnan Datang International Honghe Power Generation Company Limited 雲南大唐國際紅河發電有限責任公司 |
Yunnan Development and Investment Company Limited 雲南省開發投資有公司 |
15% |
|
|
|
|
|
Yunnan Xiaolongtan Mining Bureau 雲南小龍潭礦務局 |
10% |
|
|
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|
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|
Gansu Datang International Liancheng Power Generation Company Limited 甘肅大唐國際連城發電有限責任公司 |
State Power Development Company Limited 國電電力發展股份有公司 |
25% |
|
|
|
|
|
Gansu Power Construction and Investment Company Limited 甘肅省電力建設投資開發公司 |
20% |
APPENDIX GENERAL INFORMATION
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
|
|
|
|
Hebei Datang International Tangshan Thermal Power Company Limited 河北大唐國際唐山熱電有限責任公司 |
Tangshan Construction Investment Company 唐山市建設投資公司 |
20% |
|
|
|
|
|
Yunnan Datang Nalan Hydropower Development Company 雲南大唐國際那蘭水電開發有限公司 |
Honghezhou Development and Investment Company Limited 紅河州開發投資有限責任公司 |
20% |
|
|
|
|
|
Jinping Power Company Limited 金平電力有限責任總公司 |
15% |
|
|
|
|
|
|
Beijing Huake Power Engineering and Technology Company Limited 北京華科電力工程技術有限公司 |
14% |
|
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|
Yunnan Datang International Lixianjiang Hydropower Development Company Limited 雲南大唐國際李仙江流域水電開發 有限公司 |
Beijing State Power Anrong Power Investment Company Limited 北京國電安融能源投資公司 |
25% |
|
|
|
|
|
Shanxi Datang International Yuncheng Power Generation Company Limited 山西大唐國際運城發電有限責任公司 |
Beijing Huafu Power Investment Company Limited 北京華富能源投資有限公司 |
20% |
|
|
|
|
|
Jiangsu Datang International Lusigang Power Generation Company Limited 江蘇大藎篕琝f四港發電有責任公司 |
Nantong Zhonghe Holding Company Limited 南通眾和控股有限公司 |
10% |
|
|
|
|
|
Guangdong Datang International Chaozhou Power Generation Company Limited 廣東大唐國際潮州發電有限責任公司 |
Beijing China Power Huaze Investment Company Limited 北京中電華澤投資有限公司 |
12% |
APPENDIX GENERAL INFORMATION
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
|
|
|
|
Fujian Datang International Ningde Power Generation Company Limited 福建大唐國際寧德發電有限責任公司 |
Fujian Hesheng Group Company Limited 福建和盛集團有限公司 |
25% |
|
|
|
|
|
Mindong Power Investment Company Limited 閩東能源投資有限公司 |
10% |
|
|
|
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|
|
Beijing Huafu Power Investment Company Limited 北京華富能源投資有限公司 |
10% |
|
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|
Chongqing Datang International Wulong Hydropower Development Company Limited 重慶大唐國際武隆水電開發有限公司 |
Chongqing Hangyun Construction Development Company Limited 重慶航運建設發展有限公司 |
24.5% |
|
|
|
|
|
Chongqing Dingtai Power (Group) Company Limited 重慶鼎泰能源(集團)有限公司 |
24.5% |
|
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|
|
Yunnan Datang International Wenshan Hydropower Development Company Limited 雲南大唐國際文山水電開發有限公司 |
Yunnan Wenshan Power Company Limited 雲南文山電力股份有限公司 |
25% |
|
|
|
|
|
State Power Kunming Survey and Design Research Institute 國家電力公司昆明勘測設計研究院 |
15% |
|
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|
|
Hebei Datang International Wangtan Power Co., Ltd. 河北大唐國際王灘發電有限責任公司 |
Hebei Construction Investment Company 河北省建設投資公司 |
30% |
|
|
|
|
|
Chongqing Datang International Shizhu Power Generation Company Limited 重慶大唐國際石柱發電有限責任公司 |
Chongqing City Construction Investment Company 重慶市建設投資公司 |
30% |
APPENDIX GENERAL INFORMATION
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
|
|
|
|
Inner Mongolia Datang International Duolun Hydropower Multiple Development Company Limited 內蒙古大唐國際多倫水利水電綜合開發有限公司 |
Duolun Province Hydropower Generation Company Limited 多倫縣水電公司 |
41% |
|
|
|
|
|
Sichuan Datang International Gan Zi Hydropower Generation Development Company Limited 四川大唐國際甘孜水電開發有限公司 |
Ganzi Province Gantou Hydropower Generation Development Company Limited 甘孜州甘投水電開發有限公司 |
20% |
|
|
|
|
|
Chongqing Datang International Pengshui Hydropower Development Company Limited 重慶大唐國際彭水水電開發有限公司 |
Chongqing Energy Resources Investment Group Company 重慶市能源投資集團公司 |
12% |
|
|
|
|
|
Chongqing Dingtai Power (Group) Company Limited 重慶鼎泰能源(集團)有限公司 |
12% |
|
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Chongqing Tuoyuan Industry Co., Ltd. 重慶拓源實業有限公司 |
12% |
|
|
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Guizhou Province Development Investment Company 貴州省開發投資公司 |
12% |
|
|
|
|
|
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Guizhou Wujiang Hydropower Development Co., Ltd. 貴州烏江水電開發有限責任公司 |
12% |
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Zhejiang Datang Wushashan Power Generation Company Limited 浙江大唐烏沙山發電有限責任公司 |
Zhejiang Energy Group Co., Ltd. 浙江省能源集團有限公司 |
35% |
|
|
|
|
|
Ningbo City Power Development Company 寧波市電力開發公司 |
10% |
APPENDIX GENERAL INFORMATION
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
Other members of the Group |
Shareholders holding 10% or more in other members of the Group |
Percentage shareholding of shareholders in other members of the Group |
|
|
|
|
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Yunnan Datang International Deqin Hydropower Development Company Limited 雲南大唐國際德欽水電開發有限公司 |
Yunnan Danzhulong Hydropower Co., Ltd. 雲南丹珠隆水力發電有限公司 |
30% |
|
|
|
|
|
Kangding Guoneng Investment Co., Ltd. 康定國能投資有限公司 |
30% |
|
|
|
|
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Inner Mongolia Datang International Hohhot Thermal Power Generation Company Limited 內蒙古大唐國際呼和浩特熱電有限責任公司 |
Beijing China Power Huaze Investment Co., Ltd. 北京中電華澤投資有限公司 |
49% |
|
|
|
|
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Inner Mongolia Datang International Renewable Energy Development Company Limited 內蒙古大唐國際再生能源開發有限公司 |
Tongfang Investment Co., Ltd. 同方投資有限公司 |
25% |
|
|
|
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Qinghua Tongfang Environment Co., Ltd. 清華同方環境責任有限公司 |
25% |
|
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|
Xinyuan Holdings Group Co., Ltd. 信遠控股集團有限公司 |
24% |
|
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Yunnan Datang International Hengjiang Hydropower Development Company Limited 雲南大唐國際橫江水電開發有限公司 |
Yunnan Huitai Power Generation Co., Ltd. 雲南匯泰發電有限公司 |
30% |
|
|
|
|
|
Ordos Linyang Resources Consultation Co., Ltd. 鄂爾多斯市林陽資源諮詢有限公司 |
Zhongneng Power Fuel Co, Ltd. 中能電力燃料有限公司 |
16% |
|
|
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|
|
Shanxi Zhongqiang Trading Company Limited 山西中強經貿有限公司 |
Fushan Jietong Industrial Company Limited 浮山縣杰通實業有限公司 |
40% |
APPENDIX GENERAL INFORMATION
Save as disclosed above, as at the Latest Practicable Date, there was no other person (other than a Director, supervisor or chief executive of the Company or a member of the Group), who had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.
3. SERVICE AGREEMENTS
As at the Latest Practicable Date, none of the Directors, proposed directors, supervisors or proposed supervisors of the Company had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the Company within one year without payment of compensation (other than statutory compensation).
4. INTEREST IN CONTRACT
As at the Latest Practicable Date, none of the Directors or supervisors of the Company was materially interested in any contract or arrangement entered into by any member of the Group, and which was significant in relation to the business of the Group.
5. MATERIAL CHANGES
So far as the Directors are aware, since there has been a substantial rise in the prices of thermal coal, the net profit attributable to the Company's shareholders as reported on the consolidated statements for the first half of 2008 is expected to decrease by more than 70% as compared to the corresponding period of the previous year.
6. COMPETING INTEREST
As at the Latest Practicable Date, none of the directors of the Company and its subsidiaries, or their respective Associates has interests in the businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Company and its subsidiaries.
7. LITIGATION
No member of the Company and its subsidiaries is at present engaged in any litigation or arbitration of material importance to the Company and its subsidiaries and no litigation or claim of material importance to the Company and its subsidiaries is known to the Directors or the Company to be pending or threatened by or against any member of the Company and its subsidiaries.
8. MISCELLANEOUS
(a) The English text of this circular shall prevail over the Chinese text.
(b) The registered and head office of the Company is situated at No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the PRC.
APPENDIX GENERAL INFORMATION
(c) The place of business of the Company in Hong Kong is at c/o Huen Wong & Co. in association with Fried, Frank, Harris, Shriver & Jacobson LLP, 1105-1108 Gloucester Tower, The Landmark, 15
Queen's Road Central, Hong Kong.
(d) The Hong Kong share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
(e) The secretary to the Board of the Company is Mr. Zhou Gang. Mr. Zhou graduated from East China Institute of Water Conservancy (currently known as Hehai University), and is a senior engineer.
(f) The Company has been using its best endeavour in finding a suitable candidate to assume the position of qualified accountant, as required under Rule 3.24 of the Listing Rules (the'Rule'), since the effective date of the Rule. Due to the practical difficulties in finding a candidate who has relevant experience in the power industry, the Company has yet to appoint a qualified accountant as required under the Rule and the Company will continue to use its best endeavour in finding a suitable candidate to assume such position as soon as practicable.
This information is provided by RNS
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