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 AGREEMENT
On 8 July 2011, the 13th meeting of the seventh session of the Board considered
and approved the provision of the entrusted loan of not more than RMB700 million
to Duolun Coal Chemical Company. On 24 August 2011, the Company entered into the
Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Duolun Coal Chemical
Company in relation to the provision of the first trench of the entrusted loan
amounting to RMB400 million by the Company to Duolun Coal Chemical 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, Duolun Coal Chemical Company is owned as to
60% and 40% by Energy and Chemical 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. 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) 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 8 July 2011, the 13th meeting of seventh session of the Board considered and
approved the provision of the entrusted loan of not more than RMB700 million to
Duolun Coal Chemical Company. On 24 August 2011, the Company entered into the
Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Duolun Coal Chemical
Company in relation to the provision of the first trench of the entrusted loan
amounting to RMB400 million by the Company to Duolun Coal Chemical Company
through the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch acts as
a lending agent, in order to satisfy Duolun Coal Chemical Company's day-to-day
capital turnover.
ENTRUSTED LOAN AGREEMENT
Date and Subject Matter
On 24 August 2011, the Company entered into the Entrusted Loan Agreement with
CCB Diao Yu Tai Branch and Duolun Coal Chemical Company in relation to the
provision of the Entrusted Loan amounting to RMB400 million by the Company to
Duolun Coal Chemical 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) Duolun Coal Chemical 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 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
RMB400 million
Term
The term for the Entrusted Loan Agreement is 36 months commencing from 24 August
2011 to 23 August 2014.
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 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
of the Entrusted Loan Agreement.
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 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.
Duolun Coal Chemical 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 smooth progress of the Duolun Coal Chemical Project, the
Company intends to provide the Entrusted Loan amounting to RMB400 million to
Duolun Coal Chemical Company according to the actual situation of the Duolun Coal
Chemical Project. The Entrusted Loan is beneficial for the smooth progress of
subsequent project construction of the Duolun Coal Chemical Project and 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 (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, Duolun Coal Chemical Company is owned as to
60% and 40% by Energy and Chemical 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. 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) 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 DUOLUN COAL CHEMICAL COMPANY
Duolun Coal Chemical Company was duly incorporated on 19 August 2009 with a
registered capital of RMB4,050.00 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 31 December 2010, Duolun Coal Chemical Company's total assets amounted to
RMB20,722.62 million; total liabilities amounted to RMB16,687.76 million; and the
asset-to-liability ratio was 80.53% (the aforesaid figures were audited).
As at 31 March 2011, Duolun Coal Chemical Company's total assets amounted to
RMB21,037.19 million; total liabilities amounted to RMB17,002.32 million; and the
asset-to-liability ratio was 80.82% (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
"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. 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 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 principal amount of
RMB400 million
"Entrusted Loan Agreement" the entrusted loan agreement entered into on
24 August 2011 between the Company, CCB Diao Yu
Tai Branch and Duolun Coal Chemical 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 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
"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, 24 August 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