Connected Transaction and Discloseable Transaction
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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: 00991)
ANNOUNCEMENT
CONNECTED TRANSACTION
&
DISCLOSEABLE TRANSACTION
ENTRUSTED LOAN FRAMEWORK AGREEMENT
On 15 October 2013, the third meeting of the eighth session of the
Board considered and approved the provision of the Entrusted Loan of
not more than RMB6 billion to Duolun Coal Chemical Company. On 15
October 2013, the Company and Energy and Chemical Company entered
into the Entrusted Loan Framework Agreement with 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 in the form of revolving loan
facility through the Entrusted Loan Arrangement, in which Datang
Finance Company acts as the lending agent.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined in
Rule 14.07 of the Listing Rules) of the Entrusted Loan under the
Entrusted Loan Framework Agreement is more than 5% but less than 25%,
the Entrusted Loan Framework Agreement constitutes a discloseable
transaction of the Company and is subject to the reporting and
announcement requirements under Chapter 14 of the Listing Rules.
As at the date of this announcement, CDC together with its
subsidiaries holds approximately 34.71% of the issued share capital
of the Company. 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. 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 or more of the applicable percentage ratios (as defined in
Rule 14.07 of the Listing Rules) for the principal amount of the
Entrusted Loan under the Entrusted Loan Framework Agreement 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 Chapter 14A 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 5 November 2013.
ENTRUSTED LOAN FRAMEWORK AGREEMENT
Date and Subject Matter
On 15 October 2013, the third meeting of the eighth session of the
Board considered and approved the provision of the Entrusted Loan of
not more than RMB6 billion to Duolun Coal Chemical Company. On 15
October 2013, the Company and Energy and Chemical Company entered
into the Entrusted Loan Framework Agreement with Datang Finance
Company and Duolun Coal Chemical Company in relation to the provision
of the Entrusted Loan by the Company to Duolun Coal Chemical Company
in the form of revolving loan facility through the Entrusted Loan
Arrangement, in which Datang Finance Company acts as the lending
agent.
Parties
1. The Company and 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
1. Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Framework Agreement, Datang
Finance Company is entrusted by the Company and Energy and
Chemical Company to act as a lending agent to provide the
Entrusted Loan to Duolun Coal Chemical Company in the form of
revolving loan facility, monitor the use as well as the
repayment of the Entrusted Loan by Duolun Coal Chemical Company.
Separate Entrusted Loan Contracts will be entered into between
the parties when each tranche of the Entrusted Loan was
released, the terms and conditions of such Entrusted Loan
Contracts shall be consistent with the principles and terms of
the Entrusted Loan Framework Agreement.
2. Principal amount of the Entrusted Loan
Not exceeding RMB6 billion and in the form of revolving
entrusted loan facility.
3. Term
The term for the Entrusted Loan Framework Agreement is 36 months
commencing from 15 October 2013 and ending on 14 October 2016.
4. Interest rate
At a floating interest rate, being the benchmark interest rate
to be charged for the same level of loans in RMB 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 borrowing 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.
As at the date of this announcement, the prevailing benchmark
interest rate for three-year loans in RMB as announced by the
People's Bank of China is 6.15% per annum.
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.
5. Repayment schedule of the principal of the Entrusted Loan
One-off repayment of the principal for each tranche of the
Entrusted Loan by Duolun Coal Chemical Company upon maturity of
the relevant Entrusted Loan Contracts.
6. 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.
7. Handling fees
The handling fees shall be charged in tranches on the date of
grant of each tranche of the Entrusted Loan. The rate of the
handling fees shall be 0.025% of each tranche of the Entrusted
Loan.
8. Effective date
The Entrusted Loan Framework Agreement shall become effective
when it is duly signed by the legal representatives or
authorized agent of both parties and sealed with their
respective chops 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), including obtaining
the approval of the Entrusted Loan Framework Agreement by the
independent Shareholders of the Company at the EGM.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN
FRAMEWORK AGREEMENT
In view of the cooperation history between Datang Finance Company and
the Company and given that the provision of entrusted loan services
by Datang Finance Company is covered under the Financial Services
Agreement, Datang Finance Company has better understanding of the
operations of the Company which will allow more expedient and
efficient services than those rendered by other PRC commercial banks.
Further, the handling fees charged by Datang Finance Company will not
be higher than those charged by other PRC commercial banks. In view of
the above considerations, the Company appointed Datang Finance Company,
rather than other PRC commercial banks, as the lending agent.
Further, considering the capital risks control measures under the
Financial Services Agreement as set out in the circular of the
Company dated 16 November 2010 and the financial services agreement
for the service term commencing from 1 January 2014 and ending on 31
December 2016 as set out in the major transaction and continuing
connected transactions announcement of the Company dated 15 October
2013 and the terms under the Entrusted Loan Framework Agreement are
normal commercial terms which confer no additional obligations nor
risks on the Company when comparing with other entrusted loan
agreements in the market, the Company considers that no additional
risks will be involved by appointing Datang Finance Company as the
lending agent under the Entrusted Loan Framework Agreement.
In order to ensure the day-to-day cash flow of Duolun Coal Chemical
Company, the Company intends to provide the Entrusted Loan of not
exceeding RMB6 billion to Duolun Coal Chemical Company. The Company
is of the view that the Entrusted Loan will be primarily utilized by
Duolun Coal Chemical Company to replace the due entrusted loan
between the Company and the Energy and Chemical Company, due
borrowings from external commercial banks and supplement its
liquidity, and is thus beneficial for the smooth progress of the
production and operation activities of Duolun Coal Chemical Company.
Considering the possible higher financial costs for Duolun Coal
Chemical Company to obtain the current loan from other commercial
banks when comparing with the financial costs incurred by the Company
to obtain the funding of the Entrusted Loan, the Company considers
that the overall capital costs to the Group will be relatively
reduced after the accounts of Duolun Coal Chemical Company (being the
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 best interests of the Company and its
Shareholders as a whole.
INFORMATION RELATING TO THE PARTIES OF THE AGREEMENT
1. 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.
2. Information relating to Energy and Chemical Company
Energy and Chemical Company is a wholly-owned subsidiary of the
Company which was duly incorporated on 12 February 2009 with a
registered capital of RMB9,189.56 million. Its principal
businesses include: energy and chemical technology development,
technology transfer, technical consulting, technology services;
investment management; engineering design; chemical and
electrical equipment maintenance, installation, commissioning;
import and export, import and export agent, technology import
and export.
3. 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, a
wholly-owned subsidiary of the Company, holds 60% equity
interests, and CDC holds 40% equity interests. From December
2012 onwards, part of the construction in progress were carried
forward to fixed assets.
4. 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.
5. Information relating to CDC
CDC was established on 9 March 2003 with registered capital of
RMB15.394 billion. It is principally engaged in the development,
investment, construction, operation and management of power
energy, organization of power (thermal) production and sales;
manufacturing, repair and maintenance of power equipment; power
technology development and consultation; power engineering,
contracting and consultation of environmental power engineering;
development of new energy as well as development and production
of power related coal resources.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined in
Rule 14.07 of the Listing Rules) of the Entrusted Loan under the
Entrusted Loan Framework Agreement is more than 5% but less than 25%,
the Entrusted Loan Framework Agreement constitutes a discloseable
transaction of the Company and is subject to the reporting and
announcement requirements under Chapter 14 of the Listing Rules.
As at the date of this announcement, CDC together with its
subsidiaries holds approximately 34.71% of the issued share capital
of the Company. 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. 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 or more of the applicable percentage ratios (as defined in
Rule 14.07 of the Listing Rules) for the principal amount of the
Entrusted Loan under the Entrusted Loan Framework Agreement is more
than 5%, the Entrusted Loan Framework Agreement and the Entrusted
Loan Arrangement 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 Chapter 14A 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 5 November 2013.
Any Shareholder with a material interest in the transaction and its
associates will abstain from voting at the EGM to be held by the
Company to (including but not limited to) consider and approve the
Entrusted Loan Framework Agreement. Therefore, CDC and its associates
shall abstain from voting at the EGMto 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.
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
"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 Hong Kong 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
"Datang Finance Company" Datang Corporation Finance Limited Company,
a controlling subsidiary of CDC
"Directors" the director(s) of the Company
"Duolun Coal Chemical Datang Inner Mongolia Duolun Coal Chemical
Company" Company Limited, which constructs and
operates the Duolun Coal Chemical Project
"Duolun Coal Chemical the project located in Duolun County in the
Project" 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
"EGM" the extraordinary general meeting of the
Company to be held for the consideration
and approval of, amongst others, the
Entrusted Loan Framework Agreement
"Energy and Chemical Datang Energy and Chemical Company Limited,
Company" a wholly-owned subsidiary of the Company
"Entrusted Loan" the revolving entrusted loan of a total
principal amount of not more than RMB6
billion
"Entrusted Loan the arrangement where Datang Finance
Arrangement" Company is entrusted by the Company to act
as a lending agent to release the Entrusted
Loan to Duolun Coal Chemical Company
pursuant to the Entrusted Loan Agreement
"Entrusted Loan the specific entrusted loan contracts
Contracts" entered into by the relevant parties when
each tranche of the Entrusted Loan was
released, the major terms of which will be
consistent with the terms and principles of
the Entrusted Loan Framework Agreement
"Entrusted Loan the entrusted loan framework agreement
Framework Agreement" entered into on 15 October 2013 between the
Company, Energy and Chemical Company,
Datang Finance Company and Duolun Coal
Chemical Company in respect of the
Entrusted Loan Arrangement
"Financial Services the financial services agreement entered
Agreement" into between the Company and Datang Finance
Company on 26 October 2010, particulars of
which please refer to the Company's
circular dated 16 November 2010
"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 Hong Kong
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 Hong Kong Stock Exchange
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Shares" the ordinary shares of the Company with a
nominal value of RMB1.00 each, comprising
domestic Shares and H Shares
"Shareholder(s)" the holder(s) of the Share(s) of the
Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 15 October 2013
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang,
Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang,
Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors