PDF《中国电力国际发展有限公司》

3 The Directors (including the independent non-executive Directors) are of the view that as far as the shareholders of the Company are concerned, the Property Lease Agreement is entered into in the ordinary course of the Company's business, on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole. PRINCIPAL BUSINESS OF THE GROUPAND CPI HOLDING The Company is a core subsidiary of SPIC for conventional energy business. The SPIC is the only one integrated energy group which simultaneously owns coal-fired power, hydropower, nuclear power and renewable energy resources in the PRC. CPI Holding is wholly-owned by SPIC and owns and operates coal-fired, hydroelectric, wind and natural gas power plants in the PRC. As at the date of this announcement, SPIC through CPI Holding, owns approximately 55.55% of the issued share capital of the Company. The principal business of the Group is to develop, construct, own, operate and manage large power plants in the PRC. The Company owns and operates high-capacity coal-fired power plants, hydropower, wind power and other clean energy power plants. COMPLIANCE WITH THE LISTING RULES As at the date of this announcement, CPI Holding owns approximately 55.55% of the issued share capital of the Company. As CPI Holding is the controlling shareholder of the Company, CPI Holding is a connected person of the Company within the meaning of the Listing Rules. Accordingly, the Property Lease Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to the Property Lease Agreement, the rental payable by the Company to CPI Holding during the lease term amounts to RMB6,969,600 (equivalent to approximately HK$8,499,500) for the four months from

1 September

2015 to

31 December 2015, RMB20,908,800 (equivalent to approximately HK$25,498,500) for each of the two financial years ending

31 December

2016 and 2017, and RMB13,939,200 (equivalent to approximately HK$16,999,000) for the eight months ending

31 August

2018 respectively. As the applicable percentage ratios as defined under Chapter

14 of the Listing Rules in relation to the maximum annual rent of RMB20,908,800 (equivalent to approximately HK$25,498,500) exceed 0.1% but fall below 5%, therefore the transaction is subject to the announcement, reporting and annual review requirements but is exempt from the independent shareholders' approval under Chapter 14A of the Listing Rules. None of the Directors has material interest in the transaction of the Property Lease Agreement or is required to abstain from voting on the Board resolution. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Board" the board of Directors of the Company

4 "Company" China Power International Development Limited, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange "CPI Holding" China Power International Holding Limited, a company incorporated in Hong Kong with limited liability, the controlling company of the Company and a wholly-owned subsidiary of SPIC "Director(s)" director(s) of the Company "Group" the Company and its subsidiaries from time to time "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" Hong Kong Special Administrative Region of the PRC "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "PRC" the People's Republic of China. Geographical references in this announcement to the PRC excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan "Premises" Premises on the 6th to 9th and 11th to 13th Floors, East Building, Hui Huang Shi Dai Plaza,