CHINA SHENHUA ENERGY COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the content of this announcement, make no representation 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 content of this announcement.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 01088)As disclosed in the announcement dated 22 March 2013 and the circular dated 9 April 2013, the Company has entered into the Current Mutual Supplies and Services Agreement with Shenhua Group Co on 22 March 2013 to provide for the mutual supply of products and services between the Group and the Shenhua Group, the term of which will expire on 31 December 2016.
The Company has entered into a new Mutual Supplies and Services Agreement with Shenhua Group Co on 24 March 2016. Pursuant to the Mutual Supplies and Services Agreement, the Group has agreed to supply products and provide services to the Shenhua Group and the Shenhua Group has agreed to supply products and provide services to the Group. The Mutual Supplies and Services Agreement will be effective from 1 January 2017.
Shenhua Group Co holds 73.06% interest in the Company, and is the controlling shareholder of the Company. As such, Shenhua Group Co is a connected person of the Company under the Hong Kong Listing Rules, and the Mutual Supplies and Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules.
In respect of the proposed annual caps under the Mutual Supplies and Services Agreement, as one or more of the applicable percentage ratios exceeds 5% as calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules, the Mutual Supplies and Services Agreement and the transactions contemplated thereunder are subject to reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.
The Company will seek approval from the Independent Shareholders for the Mutual Supplies and Services Agreement and the proposed annual caps thereto at a general meeting to be convened. According to the Hong Kong Listing Rules, Shenhua Group Co and their respective associates shall abstain from voting in respect of the resolutions for the Mutual Supplies and Services Agreement and the proposed annual caps thereto.
The Company and the Independent Board Committee have reviewed the Mutual Supplies and Services Agreement and the proposed annual caps thereto. The Company has appointed GF Capital (Hong Kong) Limited as the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders as to whether the terms, proposed annual caps of and the transactions contemplated under the Mutual Supplies and Services Agreement are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Group and are in the interests of the Company and its shareholders as a whole, and to advise the Independent Shareholders on how to vote.
A circular containing, among other things, further details regarding the continuing connected transactions under the Mutual Supplies and Services Agreement, a letter from the Independent Board Committee and an opinion of the Independent Financial Adviser will be dispatched to the Shareholders in due course, in any event, no later than 6 May 2016.
The Company is a world-leading coal-based integrated energy company. The main business of the Company and its subsidiaries includes production and sales of coal and power, railway, port and ship transportation, and coal-to-olefins and other coal related chemical processing business.
Shenhua Group Co and its subsidiaries are principally engaged in the coal liquefaction, coal based chemical processing business, coal production and power generation business as well as investment and finance activities. Shenhua Group Co is the controlling shareholder of the Company. As at the date hereof, Shenhua Group Co holds 73.06% interest in the Company.
As disclosed in the announcement dated 22 March 2013 and the circular dated 9 April 2013, the Company has entered into the Current Mutual Supplies and Services Agreement with Shenhua Group Co on 22 March 2013 to provide for the mutual supply of products and services between the Group and the Shenhua Group, the term of which will expire on 31 December 2016.
The Company has entered into a new Mutual Supplies and Services Agreement with Shenhua Group Co on 24 March 2016. Pursuant to the Mutual Supplies and Services Agreement, the Group has agreed to supply products and provide services to the Shenhua Group and the Shenhua Group has agreed to supply products and provide services to the Group. The Mutual Supplies and Services Agreement will be effective from 1 January 2017.
24 March 2016
The Company and Shenhua Group Co
Pursuant to the Mutual Supplies and Services Agreement:
the Group has agreed to supply products and provide services to the Shenhua Group, including:
production: alternative power generation and other related or similar services.
production supplies: chemical products, production equipment and spare parts, office products and other related or similar product supplies or services.
ancillary production services: rail transportation, hardware and software equipment and related services, information technology services, logistics and support services, training and other related or similar services.
administrative services: various daily administrative services and other ancillary production services to the headquarter of the Shenhua Group Co (exclusive of financial management and services).
the Shenhua Group has agreed to supply products and provide services to the Group, including:
production supplies: oil products, and other related or similar production supplies and services.
ancillary production services: construction, logistics and support services, tendering services, technical consulting and other related or similar services.
administrative services: social security and pension management services and staff data recording services.
Government-prescribed price and government-guided price: if at any time, the government-prescribed price is applicable to any particular product or service, such product or service shall be supplied at the applicable government-prescribed price. Where a government-guided fee standard is available, the price will be agreed within the range of the government guided price.
Tender and bidding price: where tender and bidding process is necessary under applicable laws, regulations and rules, the price ultimately determined in accordance with the tender and bidding process.
Market price: the price of the same or similar products or services provided by an independent third party during the ordinary course of business on normal commercial terms. The management shall consider at least two comparable deals with independent third party for the same period when determining whether the price for any product transaction under the Agreement is market price.
Agreed price: to be determined by adding a reasonable profit over a reasonable cost. The management shall consider at least two comparable deals with independent third party for the same period when determining the reasonable profit of any product transaction under the Agreement.
The Mutual Supplies and Services Agreement is conditional on the Company's compliance of all announcement, shareholders' approval and other requirements under the Shanghai Listing Rules and the Hong Kong Listing Rules in respect of the Mutual Supplies and Services Agreement and is effective from 1 January 2017 and will expire on 31 December 2019.
The pricing of the products and services provided under the Mutual Supplies and Services Agreement shall be determined in accordance with the general principles and order of this section:
CSEC - China Shenhua Energy Company Ltd. issued this content on 24 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 March 2016 02:45:24 UTC
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