Announcement Discloseable Transaction
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.
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)(Stock Code: 991)
ANNOUNCEMENT
DISCLOSEABLE TRANSACTION
TRANSFER OF TRUST BENFICIAL RIGHTS AGREEMENT
On 23 April 2013, the Company entered into the Transfer of Trust Beneficial
Rights Agreement with Xiangcai Securities and submitted the application for the
transfer of trust beneficial rights to Zhong Rong Trust. The parties confirmed
that the trust beneficial rights and all rights and obligations under the
Special Trust Scheme were to be transferred to Xiangcai Securities from the
Company at a total consideration of RMB2.1 billion.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since one or more of the applicable
percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of
the transaction under the Transfer of Trust Beneficial Rights Agreement is more
than 5% but less than 25%, the transaction under the Transfer of Trust
Beneficial Rights Agreement constitutes a discloseable transaction of the
Company and is subject to the reporting and announcement requirements under
Chapter 14 of the Listing Rules.
BACKGROUND
On 8 January 2012, the Company entered into the Trust Fund Agreement with Zhong
Rong Trust, pursuant to which the Company made capital contribution to and
appointed Zhong Rong Trust to set up the three-year RMB2 billion Special Trust
Scheme. The Special Trust Scheme was used for the capital increase of Qiantai
Energy under the name of Zhong Rong Trust for the purpose of integrating the
coal mine projects within Erdos region of Inner Mongolia, details of which
please refer to the announcement of the Company dated 9 January 2012. The
Special Trust Scheme was set up on 10 January 2012 and operated properly.
Taking into account the progress of the integration of coal mine projects in
Inner Mongolia region and as considered and approved at the thirty-fifth
meeting of the seventh session of the Board on 25 March 2013 after negotiation
and reaching an agreement with Zhong Rong Trust, the Company terminated the
investment in the Special Trust Scheme to withdraw the principal of investment
and corresponding trust income of the Special Trust Scheme.
On 23 April 2013, the Company entered into the Transfer of Trust Beneficial
Rights Agreement with Xiangcai Securities and submitted the application for the
transfer of trust beneficial rights to Zhong Rong Trust in order to transfer
the trust beneficial rights and all rights and obligations under the Special
Trust Scheme to Xiangcai Securities at a total consideration of RMB2.1 billion.
TRANSFER OF TRUST BENFICIAL RIGHTS AGREEMENT
Date: 23 April 2013
Parties:
Party A : the Company
Party B : Xiangcai Securities
To the best of the Directors' knowledge, information and belief having made all
reasonable enquiries, Xiangcai Securities, Zhong Rong Trust and their
respective ultimate beneficial owner are third parties independent of the
Company and its connected persons.
Major terms:
1. Subject matter: The corresponding trust beneficial rights and all rights
and obligations of the 2 billion trust units under the Special Trust
Scheme.
2. Transfer price and pricing principles: The consideration for the transfer
was RMB2.1 billion and was arrived at with reference to (1) the principal
of the Special Trust Scheme in the sum of RMB2 billion; (2) the
distributable income of the Special Trust Scheme of RMB100 million for the
first quarter of 2013; and (3) the relevant trust management fee and other
reasonable fees.
3. Party B shall pay the consideration of RMB2.1 billion to the designated
account of Party A within five working days from the date of entering into
the agreement.
4. Zhong Rong Trust (the trustee under the Trust Fund Agreement) shall issue a
transfer confirmation (the "Transfer Confirmation") upon the receipt of (a)
the Transfer of Trust Beneficial Rights Agreement; and (b) the submission
of the application for the transfer of trust beneficial rights.
5. Party A and Party B confirmed that the trust income allocated by Zhong Rong
Trust from the date of affixing seal to the Transfer Confirmation shall be
vested in Party B, and the trust income allocated by it prior to the date
of affixing seal to the Transfer Confirmation shall be vested in Party A.
Conditions Precedent:
The agreement will become effective when it is duly signed by Party A and Party
B and upon confirmation by the trustee.
As at 31 December 2012, the book value of the Special Trust Scheme in the
account of the Company is RMB2 billion.
The income before taxation generated by the Special Trust Scheme for the year
ended 31 December 2012 is RMB 400 million and the income after taxation and
relevant fee generated by the Special Trust Scheme for the year ended 31
December 2012 is RMB270 million.
The transfer of the trust beneficial rights and the withdrawal of the
corresponding funds will not have any impact on the profit or loss of the
Company.
INFORMATION ON THE PARTIES TO THE AGREEMENT
1. Xiangcai Securities was established on 14 February 2012. The scope of its
business covers securities and assets management.
2. The Company 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.
3. Zhong Rong Trust was established in July 1982 with a registered capital of
RMB1.4 billion. It engages in businesses including fund trust; chattel
trust; real estate trust; and negotiable securities trust.
REASONS FOR ENTERING INTO THE TRANSFER OF TRUST BENFICIAL RIGHTS AGREEMENT
Taking into account the progress of the integration of coal mine projects in
the Inner Mongolia region, the Company decided to terminate its investment in
the Special Trust Scheme in advance, and transfer the trust beneficial rights
and all rights and obligations under the Special Trust Scheme to Xiangcai
Securities and withdraw the principal of investment and corresponding trust
income. The transfer of the trust beneficial rights and the withdrawal of the
corresponding funds will not have any impact on the current profit or loss of
the Company. The withdrawal of principal shall be used for the replenishment of
the Company's working capital.
The Directors (including the independent non-executive directors) are of the
view that the relevant terms of the Transfer of Trust Beneficial Rights
Agreement are determined on normal commercial terms, and are fair and
reasonable and in the interests of the Company and the Shareholders as a whole.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since one or more of the applicable
percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of
the transaction under the Transfer of Trust Beneficial Rights Agreement is more
than 5% but less than 25%, the transaction under the Transfer of Trust
Beneficial Rights Agreement constitutes a discloseable transaction of the
Company and is subject to the reporting and announcement requirements under
Chapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"associate(s)" has the meaning ascribed to it under the Listing Rules
"Board" the board of Directors
"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
"connected person" has the meaning ascribed to it under the Listing Rules
"Director(s)" the director(s) of the Company
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange
"PRC" the People's Republic of China
"Qiantai Energy" Inner Mongolia Qiantai Energy Investment Company Limited
"RMB" Renminbi, the lawful currency of the PRC
"Special Trust Zhong Rong - Qiantai Energy Equity Interest Investment
Scheme" Single Trust Fund Scheme under the Trust Fund Agreement
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Transfer of Trust the transfer of trust beneficial rights agreement dated
Beneficial Rights 23 April 2013 entered into between the Company and
Agreement" Xiangcai Securities
"Trust Fund the "Zhong Rong - Qiantai Energy Equity Interest
Agreement" Investment Single Trust Fund Agreement" dated 8 January
2012 entered into between the Company and Zhong Rong
Trust
"Xiangcai Securities" Beijing Asset Management Company of Xiangcai Securities
Co., Ltd.
"Zhong Rong Trust" Zhong Rong International Trust Company Limited
"%" per cent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 24 April 2013
As at the date of this announcement, the Directors are:
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie*,Jiang Guohua*
* Independent non-executive Directors