Announcement on Connected Transaction
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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 AGREEMENT
On 26 August 2011, the 14th meeting of the seventh session of the Board considered and
approved the provision of the entrusted loan of not more than RMB600 million to
Lvsigang Power Generation Company. On 31 August 2011, the Company entered into the
Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Lvsigang Power Generation
Company in relation to the provision of the first trench of the entrusted loan
amounting to RMB400 million by the Company to Lvsigang Power Generation Company through
the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch acts as a lending agent.
CONNECTED TRANSACTION
As at the date of this announcement, Lvsigang Power Generation Company is owned as to
55% and 35% by the Company and CDC, respectively. CDC is a controlling Shareholder of
the Company, which together with its subsidiaries, hold approximately 34.71% of the
issued share capital of the Company as at the date of this announcement. Lvsigang Power
Generation Company is therefore a connected person of the Company and the Entrusted
Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of
the Listing Rules.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) for the principal amount of the Entrusted Loan is more than 0.1% but less than
5%, the Entrusted Loan Agreement is only subject to the reporting and announcement
requirements under Chapter 14A of the Listing Rules but is exempt from the requirement
of approval by the independent Shareholders of the Company under Chapter 14A of the
Listing Rules.
BACKGROUND
On 26 August 2011, the 14th meeting of seventh session of the Board considered and
approved the provision of the entrusted loan of not more than RMB600 million to
Lvsigang Power Generation Company. On 31 August 2011, the Company entered into the
Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Lvsigang Power Generation
Company in relation to the provision of the first trench of the entrusted loan
amounting to RMB400 million by the Company to Lvsigang Power Generation Company through
the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch acts as a lending agent,
in order to satisfy Lvsigang Power Generation Company's day-to-day capital turnover.
ENTRUSTED LOAN AGREEMENT
Date and Subject Matter
On 31 August 2011, the Company entered into the Entrusted Loan Agreement with CCB Diao
Yu Tai Branch and Lvsigang Power Generation Company in relation to the provision of the
Entrusted Loan amounting to RMB400 million by the Company to Lvsigang Power Generation
Company through the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch acts as
a lending agent.
Parties
(1) the Company, as the lender;
(2) CCB Diao Yu Tai Branch, as the lending agent; and
(3) Lvsigang Power Generation Company, as the borrower.
Major Terms of the Entrusted Loan Agreement
Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Agreement, CCB Diao Yu Tai Branch is designated by the
Company to act as a lending agent to, inter alia, release the Entrusted Loan, which is
funded by the Company, to Lvsigang Power Generation Company and to monitor the use and
repayment of the Entrusted Loan by Lvsigang Power Generation Company.
Principal amount of the Entrusted Loan
RMB400 million
Term
The term for the Entrusted Loan Agreement is 12 months commencing from 31 August 2011
to 30 August 2012.
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 batch of borrowing is
withdrawn and to be adjusted annually. The adjustment date is 21st December of each
year. The adjusted interest rate will be the prevailing RMB benchmark lending rate for
the same period announced by the People's Bank of China on the adjustment date.
Given the current difficulty in financing, such interest rate is arrived at after arm's
length negotiation between the Company and Lvsigang Power Generation Company in
consideration of the overall reduction in capital costs to the Group after the accounts
of Lvsigang Power Generation 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 Lvsigang Power Generation Company upon maturity
of the Entrusted Loan Agreement.
Payment schedule of interests of the Entrusted Loan
Interests shall be settled by Lvsigang Power Generation Company on a quarterly basis.
The settlement date falls on the twentieth (20th) day of the last month of each quarter.
Handling charge
The annual handling charge for the Entrusted Loan under the Entrusted Loan Agreement is
calculated at 0.025% of the principal amount of the Entrusted Loan. Lvsigang Power
Generation Company shall pay such handling charge when the Entrusted Loan is released
and on every year's corresponding date for the release of the loan.
Effective Date
The Entrusted Loan Agreement shall become effective when it is duly signed by the
parties.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT
In order to ensure the day-to-day capital turnover of Lvsigang Power Generation Company,
the Company intends to provide the Entrusted Loan to Lvsigang Power Generation Company.
The Company considers that the Entrusted Loan is beneficial for the normal production
and operation of Lvsigang Power Generation Company and to ensure its repayment of due
borrowings. It is also considered that the overall capital costs to the Group will be
reduced after the accounts of Lvsigang Power Generation Company (being the controlled
subsidiary of the Company) are consolidated into the accounts of the Company.
The Directors (including the independent non-executive Directors) are of the view that
the terms of the Entrusted Loan 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, Lvsigang Power Generation Company is owned as to
55% and 35% by the Company and CDC, respectively. CDC is a controlling Shareholder of
the Company, which together with its subsidiaries, hold approximately 34.71% of the
issued share capital of the Company as at the date of this announcement. Lvsigang Power
Generation is therefore a connected person of the Company and the Entrusted Loan
Agreement constitutes a connected transaction of the Company under Chapter 14A of the
Listing Rules.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) for the principal amount of the Entrusted Loan is more than 0.1% but less than
5%, the Entrusted Loan Agreement is only subject to the reporting and announcement
requirements under Chapter 14A of the Listing Rules but is exempt from the requirement
of approval by the independent Shareholders of the Company under Chapter 14A of the
Listing Rules.
None of the Directors have any material interest in the Entrusted Loan Agreement. Those
connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are the
principal management staff of CDC, have abstained from voting at the relevant Board
meeting for approval of the Entrusted Loan Agreement pursuant to the listing rules of
the Shanghai Stock Exchange.
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 LVSIGANG POWER GENERATION COMPANY
Lvsigang Power Generation Company was incorporated in 2003 with a registered capital of
RMB1,050.18 million. Lvsigang Power Generation Company is principally responsible for
the development, construction and operation of four 660 MW coal-fired generating units.
The equity structure of Lvsigang Power Generation Company is as follows: the Company
holds its 55% equity interests, CDC, the controlling Shareholder of the Company, holds
its 35% equity interests, and Nantong State-owned Assets Investment Holdings Co., Ltd
holds its 10% equity interests.
As at 31 December 2010, Lvsigang Power Generation Company's total assets amounted to
approximately RMB11,439.60 million; total liabilities amounted to approximately
RMB10,215.38 million; and the asset-to-liability ratio was approximately 89.30% (the
aforesaid figures were audited).
As at 30 June 2011, Lvsigang Power Generation Company's total assets amounted to
approximately RMB11,096.67 million; total liabilities amounted to approximately
RMB9,893.63 million; and the asset-to-liability ratio was approximately 89.16% (the
aforesaid figures have not been audited).
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
"CCB Diao Yu Tai Branch" the Diao Yu Tai Branch of China Construction Bank
Corporation, a bank incorporated in the PRC and is
principally engaged in banking, financial and
other finance-related services
"CDC" China Datang Corporation, a State-owned enterprise
established under the laws of the PRC and is a
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
"Directors" the director(s) of the Company
"Entrusted Loan" the entrusted loan of a principal amount of RMB400
million
"Entrusted Loan Agreement" the entrusted loan agreement entered into on 31
August 2011 between the Company, CCB Diao Yu Tai
Branch and Lvsigang Power Generation Company in
respect of the Entrusted Loan Arrangement
"Entrusted Loan Arrangement" the arrangement where CCB Diao Yu Tai Branch is
designated by the Company to act as lending agent
to, inter alia, release the Entrusted Loan, which
is funded by the Company, to Lvsigang Power
Generation Company and to monitor the use and
repayment of the Entrusted Loan by Lvsigang Power
Generation Company pursuant to the Entrusted Loan
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
"Lvsigang Power Generation Company" Jiangsu Datang International Lvsigang Power
Generation Company Limited
"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, 2 September 2011
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