Connected Transaction
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Limited take no responsibility for the contents of this announcement, make no
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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
CONNECTED TRANSACTION
ENTRUSTED LOAN AGREEMENT
Since the Board has considered and approved the provision of entrusted loan
facility of no more than RMB500 million to Duolun Coal Chemical Company and
such loan will be provided in stages according to the construction progress,
the Company entered into the Entrusted Loan Agreement with ICBC Xuanwu Branch
and Duolun Coal Chemical Company on 16 December 2010 in relation to the
provision of the Entrusted Loan of a principal amount of RMB200 million by the
Company to Duolun Coal Chemical Company through the Entrusted Loan Arrangement.
CONNECTED TRANSACTION
As at the date of this announcement, Duolun Coal Chemical Company is owned as
to 60% and 40% by the Company's wholly-owned subsidiary - Energy and Chemical
Company and CDC, respectively. CDC is the controlling Shareholder of the
Company which together with its subsidiaries collectively hold approximately
36.07% of the issued share capital of the Company. Duolun Coal Chemical 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) in respect of the Entrusted Loan Agreement is more than 0.1%
but less than 5% and the Entrusted Loan Arrangement is entered into on normal
commercial terms, the Entrusted Loan Agreement is only subject to the reporting
and announcement requirements but is exempt from the requirement of approval by
the Independent Shareholders under Chapter 14A of the Listing Rules.
BACKGROUND
Since the Board has considered and approved the provision of the entrusted loan
facility of no more than RMB500 million to Duolun Coal Chemical Company and
such loan will be provided in stages according to the construction progress,
the Company entered into the Entrusted Loan Agreement with ICBC Xuanwu Branch
and Duolun Coal Chemical Company on 16 December 2010 in relation to the
provision of the Entrusted Loan of a principal amount of RMB200 million by the
Company to Duolun Coal Chemical Company through the Entrusted Loan Arrangement
to ensure the smooth progress of the Duolun Coal Chemical Project.
Entrusted Loan Agreement
Date
16 December 2010
Parties
(1) the Company, as the lender;
(2) ICBC Xuanwu Branch, as the lending agent; and
(3) Duolun Coal Chemical Company, as the borrower.
Major terms of the Entrusted Loan Agreement
Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Agreement, ICBC Xuanwu 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 Duolun Coal Chemical Company and to
monitor the use and repayment of the Entrusted Loan by Duolun Coal Chemical
Company.
Principal amount of the Entrusted Loan
RMB200 million
Term
The term for the Entrusted Loan Agreement is 36 months from the date of
entering into the Entrusted Loan Agreement.
Interest rate
At a floating interest rate, being 10% less than the benchmark interest rate
(prevailing interest rate is 5.04%) to be charged by the People's Bank of China
for the same period, to be adjusted every twelve months commencing from the
actual drawdown date.
Repayment schedule of the principal of the Entrusted Loan
One-off repayment of principal by Duolun Coal Chemical Company upon maturity of
the Entrusted Loan Agreement.
Payment schedule of the interests of the Entrusted Loan
Interests for the Entrusted loan 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.
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 smooth progress of the Duolun Coal Chemical Project, the
Company intends to provide the entrusted loan facility of no more than RMB500
million to Duolun Coal Chemical Company according to the construction progress
of the Duolun Coal Chemical Project and such loan will be provided in stages
according to construction progress. The Company is of the view that the
provision of the Entrusted Loan to Duolun Coal Chemical Company is beneficial
for the support of the smooth construction of the Duolun Coal Chemical Project.
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 negotiated on an arm's length basis between all parties thereto and
determined on normal commercial terms, and are in the interests of the Company
and its 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 the Company's wholly-owned subsidiary - Energy and Chemical
Company and CDC, respectively. CDC is the controlling Shareholder of the
Company which together with its subsidiaries collectively hold approximately
36.07% of the issued share capital of the Company. Duolun Coal Chemical 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) in respect of the Entrusted Loan Agreement is more than 0.1%
but less than 5% and the Entrusted Loan Arrangement is entered into on normal
commercial terms, the Entrusted Loan Agreement is only subject to the reporting
and announcement requirements but is exempt from the requirement of approval by
the Independent Shareholders under Chapter 14A of the Listing Rules.
Those Directors who have a material interest in the transaction under the
Entrusted Loan Agreement (by virtue of being the principal management staff of
CDC), i.e., Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang Qinghai, have abstained
from voting at the relevant Board meeting for approval of the Entrusted Loan
Agreement.
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 and power-related technical services, with its
main service areas being in the PRC.
INFORMATION RELATING TO DUOLUN COAL CHEMICAL COMPANY
Duolun Coal Chemical Company is responsible for constructing and operating the
Duolun Coal Chemical Project. The Duolun Coal Chemical Project is located in
Duolun County, Xilinguole League of the Inner Mongolia Autonomous Region. The
project uses brown coal as raw materials from the East Unit 2 coal mine of
Shengli Coal Mine in Inner Mongolia, which is developed and constructed by the
Company with a controlling interest. It produces chemical products with
advanced technologies, including pulverised coal gasification technology,
synthetic gas purification technology, large-scale methanol synthesis
technology, methanol-to-propylene technology and propylene polymerisation
technology. This project, which is under construction, is expected to produce
460,000 tonnes of polypropylene per year and other by-products.
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 a
controlling Shareholder of the Company pursuant to
the Listing Rules. As at the date of this
announcement, CDC and its subsidiaries collectively
own approximately 36.07% of the issued share capital
of the Company
"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
"Duolun Coal Datang Inner Mongolia Duolun Coal Chemical Company
Chemical Company" Limited, for the purposes of constructing and
operating the Duolun Coal Chemical Project
"Duolun Coal the project is located in Duolun County in the Inner
Chemical Project" Mongolia Autonomous Region. The project uses the
brown coal from the East Unit 2 coal mine of Shengli
Coal Mine as raw materials. It produces polypropylene
chemical products with 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. It is the most advanced coal chemical
project adopting clean, efficient and high
value-added utilisation of coal. This project
produces 460,000 tonnes of polypropylene per year and
other by-products
"Energy and Datang Energy and Chemical Company Limited, a
Chemical Company" wholly-owned subsidiary of the Company
"Entrusted Loan" the entrusted loan of a principal amount of RMB200
million
"Entrusted Loan the arrangement where ICBC Xuanwu Branch is
Arrangement" designated by the Company to act as a lending agent
to, inter alia, release the Entrusted Loan, which is
funded by the Company, to Duolun Coal Chemical
Company and to monitor the use and repayment of the
Entrusted Loan by Duolun Coal Chemical Company
pursuant to the Entrusted Loan Agreement
"Entrusted Loan the entrusted loan agreement entered into on 16
Agreement" December 2010 by the Company, ICBC Xuanwu Branch and
Duolun Coal Chemical Company in respect of the
Entrusted Loan Arrangement
"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
"ICBC Xuanwu the Xuanwu Branch of Industrial and Commercial Bank
Branch" of China Limited, a bank incorporated in the PRC and
is principally engaged in banking, financial and
other finance-related services
"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, 16 December 2010
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