Announcement on Connected Transaction
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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: 00991)
ANNOUNCEMENT
CONNECTED TRANSACTION
ENTRUSTED LOAN FRAMEWORK AGREEMENT
On 2 July 2012, the twenty-sixth meeting of the seventh session of the Board
considered and approved the provision of the Entrusted Loan of not more than
RMB2 billion to Duolun Coal Chemical Company. On 5 July 2012, the Company
entered into the Entrusted Loan Framework Agreement with Energy and Chemical
Company, Datang Finance Company and Duolun Coal Chemical Company in relation
to the provision of the Entrusted Loan by the Company or Energy and Chemical
Company to Duolun Coal Chemical Company pursuant to the Entrusted Loan
Framework Arrangement, in which Datang Finance Company acts as the lending
agent.
CONNECTED TRANSACTION
As at the date of this announcement, Duolun Coal Chemical Company is owned as
to 60% and 40% by Energy and Chemical Company, a wholly-owned subsidiary of
the Company, and CDC, respectively. Datang Finance Company is a subsidiary
of CDC which is a controlling Shareholder. CDC together with its subsidiaries
hold approximately 34.71% of the issued share capital of the Company as at
the date of this announcement. Both Duolun Coal Chemical Company and Datang
Finance Company are therefore connected persons of the Company and the
transaction under the Entrusted Loan Framework Agreement constitutes a
connected transaction of the Company under Chapter 14A of the Listing Rules.
As one of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) for the total principal amount of the Entrusted Loan under
the Entrusted Loan Framework Agreement as approved by the Board is more than
5%, the Entrusted Loan Arrangement and the Entrusted Loan Framework Agreement
are subject to the requirements of reporting, announcement and approval by
the independent Shareholders of the Company under Chapter 14A of the Listing
Rules.
The Company will disclose the relevant details in the next annual report and
accounts of the Company in accordance with the relevant requirements as set
out in Rule14A.45 of the Listing Rules. A circular containing details of the
Entrusted Loan Arrangement and the Entrusted Loan Framework Agreement, a
letter from the independent board committee and a letter from the independent
financial advisor, both advising the Entrusted Loan Arrangement and the terms
of the Entrusted Loan Framework Agreement will be despatched to the
Shareholders on or before 26 July 2012.
ENTRUSTED LOAN FRAMEWORK AGREEMENT
Date and Subject Matter
On 2 July 2012, the twenty-sixth meeting of the seventh session of the Board
considered and approved the provision of the Entrusted Loan of not more than
RMB2 billion to Duolun Coal Chemical Company. On 5 July 2012, the Company
entered into the Entrusted Loan Framework Agreement with Energy and Chemical
Company, Datang Finance Company and Duolun Coal Chemical Company in relation
to the provision of the Entrusted Loan by the Company or Energy and Chemical
Company to Duolun Coal Chemical Company pursuant to the Entrusted Loan
Framework Arrangement, in which Datang Finance Company acts as a lending
agent.
Parties
1. The Company or Energy and Chemical Company, as the lender;
2. Datang Finance Company, as the lending agent; and
3. Duolun Coal Chemical Company, as the borrower.
MAJOR TERMS OF THE ENTRUSTED LOAN FRAMEWORK AGREEMENT
Entrusted Loan Framework Arrangement
Pursuant to the Entrusted Loan Framework Agreement, Datang Finance Company
is entrusted by the Company or Energy and Chemical Company to act as a
lending agent to, inter alia, release the Entrusted Loan by various tranches
to Duolun Coal Chemical Company.
Each of the parties agrees that it shall enter into separate entrusted loan
agreements, during the term of the Entrusted Loan Framework Agreement, in
relation to the provision of the Entrusted Loan in tranches, provided that
such separate entrusted loan agreements shall be in compliance with the
principles, terms and conditions under the Entrusted Loan Framework Agreement.
Principal amount of the Entrusted Loan
Not exceeding RMB2 billion
Term
The term for the Entrusted Loan Framework Agreement is 36 months commencing
from 5 July 2012 and ending on 4 July 2015.
Interest rate
At a floating interest rate, being the benchmark interest rate to be charged
for the same level of loans in RMB by the People's Bank of China for the same
period as announced by the People's Bank of China on the date when each
tranche of borrowing is withdrawn and such interest rate is to be adjusted
annually. The adjustment date is 21st December of each year. The adjusted
interest rate will be the benchmark interest rate for the same level of
loans in RMB for the same period announced by the People's Bank of China
on the adjustment date.
Such interest rate is arrived at after arm's length negotiation between the
Company and Duolun Coal Chemical Company in consideration of the overall
reduction in capital costs to the Group after the accounts of Duolun Coal
Chemical Company (being the controlled subsidiary of the Company) are
consolidated into the accounts of the Company.
Repayment schedule of the principal of the Entrusted Loan
One-off repayment of the principal by Duolun Coal Chemical Company upon
maturity under the relevant entrusted loan agreements.
Payment schedule of interests of the Entrusted Loan
Interests shall be settled by Duolun Coal Chemical Company on a quarterly
basis. The settlement date falls on the twentieth (20th) day of the last
month of each quarter.
Handling Fees
The handling fees shall be charged in tranches by Datang Finance Company
on the date of grant of the relevant tranches of the entrusted loan and on
the date corresponding to the date of grant of that relevant tranches of
the entrusted loan in each following year. The rate of the handling fees
shall be 0.025% of the remaining amount of the Entrusted Loan each year.
Effective Date
The Entrusted Loan Framework Agreement shall become effective when it is
duly signed by the parties and upon the approval of the internal authority
of each of the parties (or the internal approval procedures of each of the
parties have been implemented).
INFORMATION RELATING TO THE COMPANY
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 as well as the provision of power-related
technical services. The main service areas of the Company are in the PRC.
INFORMATION RELATING TO ENERGY AND CHEMICAL COMPANY
Energy and Chemical Company is principally engaged in the production and
sales businesses for the products including coal-alkene, coal-natural gas
and extraction of alumina from pulverized fuel ash.
INFORMATION RELATING TO DUOLUN COAL CHEMICAL COMPANY
Duolun Coal Chemical Company was duly incorporated on 19 August 2009 with a
registered capital of RMB4,050 million. Duolun Coal Chemical Company is
principally responsible for the construction and operation of the coal-based
olefin project with an annual output of 460,000 tonnes. The equity structure
of Duolun Coal Chemical Company is as follows: Energy and Chemical Company,
the Company's wholly-owned subsidiary, holds 60% equity interests, and CDC,
the controlling Shareholder of the Company, holds 40% equity interests. As
at the date of this announcement, the aforementioned project is still in
construction.
INFORMATION RELATING TO DATANG FINANCE COMPANY
Datang Finance Company is a non-banking financial institution duly
incorporated in the PRC on 10 May 2005. Its registered capital is
RMB3 billion. Its principal business includes, among others, the provision
of deposit services, loan services, entrusted loan services and entrusted
investment services.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN FRAMEWORK
AGREEMENT
In order to ensure the smooth progress of the Duolun Coal Chemical Project,
the Company or Energy and Chemical Company intends to provide the Entrusted
Loan of not exceeding RMB2 billion to Duolun Coal Chemical Company according
to the actual situation of the Duolun Coal Chemical Project. The Entrusted
Loan is beneficial for the subsequent project construction and the smooth
progress of production operation of the Duolun Coal Chemical Project and is
to ensure repayment of due borrowings by Duolun Coal Chemical Company. It is
also considered that the overall capital costs to the Group will be reduced
after the accounts of Duolun Coal Chemical Company (being the controlled
subsidiary of the Company) are consolidated into the accounts of the Company.
The Directors (excluding the independent non-executive Directors whose views
will be contained in the circular after considering the advice from the
independent financial advisor) are of the view that the terms of the
Entrusted Loan Framework Agreement are fair and reasonable, have been
entered into after arm's length negotiation between all parties thereto and
determined on normal commercial terms and is in the interests of the Company
and the Shareholders as a whole.
CONNECTED TRANSACTION
As at the date of this announcement, Duolun Coal Chemical Company is owned as
to 60% and 40% by Energy and Chemical Company, a wholly-owned subsidiary of
the Company, and CDC, respectively. Datang Finance Company is a subsidiary
of CDC which is a controlling Shareholder. CDC together with its subsidiaries,
hold approximately 34.71% of the issued share capital of the Company as at
the date of this announcement. Both Duolun Coal Chemical Company and Datang
Finance Company are therefore connected persons of the Company and the
transaction under the Entrusted Loan Framework Agreement constitutes a
connected transaction of the Company under Chapter 14A of the Listing Rules.
As one of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) for the total principal amount of the Entrusted Loan under
the Entrusted Loan Framework Agreement as approved by the Board is more than
5%, the Entrusted Loan Arrangement and the Entrusted Loan Framework Agreement
are subject to the requirements of reporting, announcement and approval by
the independent Shareholders of the Company under Chapter 14A of the
Listing Rules.
The Company will disclose the relevant details in the next annual report and
accounts of the Company in accordance with the relevant requirements as set
out in Rule 14A.45 of the Listing Rules. A circular containing details of
the Entrusted Loan Arrangement and the Entrusted Loan Framework Agreement,
a letter from the independent board committee and a letter from the
independent financial advisor, both advising the Entrusted Loan Arrangement
and the terms of the Entrusted Loan Framework Agreement will be despatched
to the Shareholders on or before 26 July 2012.
Any Shareholder with a material interest in the transaction and its associates
will abstain from voting at the extraordinary general meeting to be held by
the Company, to, among others, consider and approve the Entrusted Loan
Framework Agreement. Therefore, CDC and its associates shall abstain from
voting at the extraordinary general meeting to approve the Entrusted Loan
Framework Agreement.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR
An independent board committee comprising the independent non-executive
Directors will be formed to advise the independent Shareholders on the terms
of the Entrusted Loan Framework Agreement. None of the Director has any
material interest in the Entrusted Loan Framework Agreement.
The Company will appoint an independent financial advisor to advise the
independent board committee of the Company and the independent Shareholders
on the terms of the Entrusted Loan Framework Agreement.
DEFINITIONS
In this announcement, 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 and are listed on the
Shanghai Stock Exchange
"Board" the board of Directors of the Company
"Datang Finance
Company" Datang Corporation Finance Limited Company, a subsidiary
of CDC which is a controlling Shareholder. Its principal
business includes, among others, the provision of deposit
services, loan services, entrusted loan services and
entrusted investment services
"CDC" China Datang Corporation, a State-owned enterprise
established under the laws of the PRC and is the
controlling Shareholder of the Company pursuant to the
Listing Rules which, together with its subsidiaries,
own approximately 34.71% of the issued share capital
of the Company as at the date of this announcement
"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
connected
transaction" has the meaning ascribed to it under the Listing Rules
"Directors" the director(s) of the Company
"Duolun Coal
Chemical Company" Datang Inner Mongolia Duolun Coal Chemical Company
Limited, which constructs and operates the Duolun Coal
Chemical Project
"Duolun Coal
Chemical Project" the project located in Duolun County in the Inner
Mongolia Autonomous Region which uses the brown coal from
the East Unit 2 coal mine of Shengli Coal Mine as raw
materials for the production of polypropylene chemical
products by employing the pulverised coal gasification
technology, the synthetic gas purification technology,
large-scale methanol synthesis technology, the
methanol-to-propylene technology and the propylene
polymerisation technology
"Energy and
Chemical Company" Datang Energy and Chemical Company Limited, a wholly-owned
subsidiary of the Company, principally engaged in the
production and sales businesses for the products including
coal-alkene, coal-natural gas and extraction of alumina
from pulverized fuel ash
"Entrusted Loan" the entrusted loan of a total principal amount of not
exceeding RMB2 billion
"Entrusted Loan
Framework
Agreement" the entrusted loan framework agreement entered into on 5
July 2012 between the Company, Energy and Chemical Company,
Datang Finance Company and Duolun Coal Chemical Company
in respect of the Entrusted Loan Framework Arrangement
"Entrusted Loan
Framework
Arrangement" the arrangement where Datang Finance Company is entrusted
by the Company or Energy and Chemical Company to act as a
lending agent to, inter alia, release the Entrusted Loan
in various tranches to Duolun Coal Chemical Company
pursuant to the Entrusted Loan Framework Agreement
"Group" the Company and its subsidiaries
"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 and the London Stock Exchange
"Hong Kong" the 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
"RMB" Renminbi, the lawful currency of the PRC
"Shareholder(s)" the holder(s) of the Share(s)
"Shares" the ordinary shares of the Company with a nominal value
of RMB1.00 each, comprising domestic Shares and H Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 5 July 2012
As at the date of this announcement, the Directors of the Company are:
Liu Shunda , Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*,
Zhao Zunlian*, Li Hengyuan*, Zhao Jie* and Jiang Guohua*.
* Independent non-executive Directors