CLP HOLDINGS LIMITED 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.
中電控股有限公司
CLP Holdings Limited (incorporated in Hong Kong with limited liability)(Stock Code: 00002)
Reference is made to the 2015 Announcement in relation to the ongoing transactions entered into between the CSG Group and the CLP Group, which constitute continuing connected transactions of the Company. Since the date of the 2015 Announcement, members of the CSG Group and members of the CLP Group have (a) renewed some of the continuing connected transactions announced in the 2015 Announcement which have fallen to be renewed since then and (b) entered into new agreements for both existing and new projects which constitute continuing connected transactions. These include the Power Sales Contract, the Energy Economy Interchange Agreement, a number of power purchase agreements ("PPAs") and other related agreements for power purchase by the CSG Group. These renewals and the entering into of the new agreements were conducted in the ordinary and usual course of business of the CLP Group.
CAPCO is a subsidiary of the Company. CSG HK is a substantial shareholder of CAPCO as it holds a 30% interest in CAPCO. Accordingly, CSG HK, and thus each member of the CSG Group, is a connected person of the Company (at the subsidiary level) under the Listing Rules and the Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.
Each of the relevant percentage ratios under the Listing Rules in respect of the Transactions when aggregated, is more than 1% but less than 5% for the purpose of Rule 14A.33. Thus, the Transactions are only subject to the announcement requirements set out in Rules 14A.35 and 14A.68 and the annual review requirements set out in Rules 14A.55 to 14A.59 but are exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Particulars of the Transactions will be included in the relevant annual report of the Company for the purposes of Rules 14A.49 and 14A.71.
1. CONTINUING CONNECTED TRANSACTIONS BETWEEN THE CSG GROUP AND THE CLP GROUPReference is made to the 2015 Announcement in relation to the ongoing transactions entered into between the CSG Group and the CLP Group, which constitute continuing connected transactions of the Company. Since the date of the 2015 Announcement, members of the CSG Group and members of the CLP Group have (a) renewed some of the continuing connected transactions announced in the 2015 Announcement which have fallen to be renewed since then and (b) entered into new agreements for both existing and new projects which constitute continuing connected transactions. These include the Power Sales Contract, the Energy Economy Interchange Agreement, a number of PPAs and other related agreements for power purchase by the CSG Group. These renewals and the entering into of the new agreements were conducted in the ordinary and usual course of business of the CLP Group.
The principal terms of the Transactions are summarised in Table A below:-
Name, date and current term of the agreement | Transaction party within the CLP Group | Transaction party within the CSG Group | Start date of current contractual arrangement * | Nature and description of the transaction | Basis for determining the consideration | |
CLP Power electricity sales to Mainland China | ||||||
1. | Power Sales Contract Date: 31 December 2015 Term: Extension from 31 December 2015 to 31 December 2016 | CLP Power | Guangdong Power Grid Co., Ltd., a subsidiary of CSG ("CSG-GPG") Guangdong Guang-hua Industry Import and Export Co., Ltd, as payment agent of CSG-GPG | 10 February 2012 | CLP Power sells electricity to CSG-GPG. | Payment is based on the number of GWh sold multiplied by an arm's length tariff agreed between the parties. The tariff is determined after taking into account available market information and the relevant cost. |
2. | Energy Economy Interchange Agreement Date: 25 December 2015 Term: From 25 December 2015 to 24 December 2017 (potential extension for one year subject to mutual consent of both parties upon expiry of the agreement) | CLP Power | CSG-GPG | This is a new agreement. | Economic interchange of electricity from, on the one side, CLP Power to CSG-GPG and, on the other, from CSG-GPG to CLP Power, depending on which party is affected by an emergency incident resulting in interruption of normal electricity supply to its customers. The potential sale of electricity by CLP Power to CSG-GPG falls to be aggregated with the Transactions. | As in item 1 above |
Name, date and current term of the agreement | Transaction party within the CLP Group | Transaction party within the CSG Group | Start date of current contractual arrangement * | Nature and description of the transaction | Basis for determining the consideration | |
The Huaiji hydro project | ||||||
3. | Zelian Hydro Station PPA (see Note (a)) Date: 28 September 2015 Term: From 28 September 2015 to 27 September 2016 (automatically renewable - see Note (c)) | Guangdong Huaiji Xinlian Hydro-electric Power Company Limited, a subsidiary of the Company ("CLP-GHX") | Zhaoqing Power Bureau of CSG-GPG, a subsidiary of CSG ("CSG-ZPB") | 23 July 2009 | CLP-GHX sells electricity to CSG-ZPB. | Payment is based on the number of GWh sold multiplied by a state pre-determined tariff, determined by the Zhaoqing City Price Bureau. This tariff is published at Zhaoqing Price Bureau Document ZhaoJia [2012] No. 67 and is updated from time to time. The above pricing also applies to items 4-9. |
4. | Longzhongtan Hydro Station PPA (see Note (a)) Date: 28 September 2015 Term: From 28 September 2015 to 27 September 2016 (automatically renewable - see Note (c)) | CLP-GHX | CSG-ZPB | 23 July 2009 | CLP-GHX sells electricity to CSG-ZPB. | As in item 3 above |
5. | Jiaoping Hydro Station PPA (see Note (a)) Date: 28 September 2015 Term: From 28 September 2015 to 27 September 2016 (automatically renewable - see Note (c)) | CLP-GHX | CSG-ZPB | 23 July 2009 | CLP-GHX sells electricity to CSG-ZPB. | As in item 3 above |
6. | Xiazhu Hydro Station PPA (see Note (a)) Date: 28 September 2015 Term: From 28 September 2015 to 27 September 2016 (automatically renewable - see Note (c)) | CLP-GHX | CSG-ZPB | 23 July 2009 | CLP-GHX sells electricity to CSG-ZPB. | As in item 3 above |
7. | Shuixia Hydro Station PPA (see Note (a)) Date: 28 September 2015 Term: From 28 September 2015 to 27 September 2016 (automatically renewable - see Note (c)) | Guangdong Huaiji Weifa Hydro-electric Power Company Limited, a subsidiary of the Company ("CLP-GHW") | CSG-ZPB | 23 February 2012 | CLP-GHW sells electricity to CSG-ZPB. | As in item 3 above |
Name, date and current term of the agreement | Transaction party within the CLP Group | Transaction party within the CSG Group | Start date of current contractual arrangement * | Nature and description of the transaction | Basis for determining the consideration | |
8. | Niuqi Hydro Station PPA (see Note (a)) Date: 28 September 2015 Term: From 28 September 2015 to 27 September 2016 (automatically renewable - see Note (c)) | CLP-GHX | CSG-ZPB | 12 January 2009 | CLP-GHX sells electricity to CSG-ZPB. | As in item 3 above |
9. | Baishuihe Four Hydro Stations PPA (see Note (a)) Date: 28 September 2015 Term: From 28 September 2015 to 27 September 2016 (automatically renewable - see Note (c)) | Guangdong Huaiji Changxin Hydro-electric Power Company Limited ("CLP-GHC") Guangdong Huaiji Gaotang Hydro-electric Power Company Limited ("CLP-GHG") CLP-GHW CLP-GHX All of the above companies are subsidiaries of the Company. | CSG-ZPB | 23 February 2012 | CLP-GHC, CLP-GHG, CLP-GHW and CLP-GHX sell electricity to CSG-ZPB. | As in item 3 above |
The Yang_er hydro project | ||||||
10. | Yang_er Hydro Project PPA (see Note (a)) Term: From 1 January 2016 to 31 December 2016 (renewed by continued performance - see Note (d) and Section 4 of this announcement) | Dali Yang_er Hydropower Development Co., Ltd., a wholly-owned subsidiary of the Company ("CLP Dali Yang_er") | Yunnan Power Grid Company Limited, a subsidiary of CSG ("CSG-YPG") | 19 August 2009 | CLP Dali Yang_er sells electricity to CSG-YPG. | Payment is based on the number of GWh sold multiplied by a state pre-determined tariff, determined by the Yunnan Provincial Development and Reform Commission ("Yunnan PDRC"). This tariff is published at Yunnan Price Bureau Document YunJiaJiaGe [2013] No. 139 and is updated from time to time. |
11. | High Voltage Electricity Supply Contract (see Note (b)) Date: 1 September 2009 (continuingly valid - see Note (e)) | CLP Dali Yang_er | Yangbi Electricity Supply Co., Ltd., a subsidiary of CSG ("CSG Yangbi") | 1 September 2009 | CSG Yangbi supplies electricity to CLP Dali Yang_er for use by the facilities at the main dam. | Payment is based on the number of kWh sold multiplied by the industrial use tariff for bulk industrial users determined by Yunnan PDRC. This tariff is updated from time to time. |
CLP Holdings Limited issued this content on 2016-01-04 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-04 00:06:14 UTC
Original Document: https://www.clpgroup.com/en/Investors-Information-site/Announcements and Circulars/2016/E_Announcement (CCT)_31 Dec 2015 (Final).pdf
