Connected Transaction
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Limited take no responsibility for the contents of this announcement, make no
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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: 991)
ANNOUNCEMENT
CONNECTED TRANSACTION
The Board announced that on 6 May 2011, the Board agreed that the Company, CDC,
Huayin Electric Company and Guiguan Electric Company shall increase their
respective capital contributions in a total amount of RMB1,400 million to
Datang Finance Company by way of cash. The capital contributions will be made
by way of cash on a lump-sum basis. According to the Company's shareholding in
Datang Finance Company, the Company agreed to make a further capital
contribution of RMB280 million to Datang Finance Company from its internal
resources. Upon completion of the increase in capital contributions, the
registered capital of Datang Finance Company will increase from RMB1,600
million to RMB3,000 million, while the Company's shareholding in Datang Finance
Company will remain as 20%.
CONNECTED TRANSACTION
As at the date of this announcement, CDC and its subsidiaries hold a total of
approximately 36.09% of the issued share capital of the Company and CDC is a
connected person of the Company under Chapter 14A of the Listing Rules.
Meanwhile, CDC holds 55.31% of the shares of Datang Finance Company, and Huayin
Electric Company and Guiguan Electric Company are subsidiaries of CDC and are
therefore connected persons of the Company. The increase in capital
contribution in Datang Finance Company constitutes a connected transaction of
the Company under the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) is more than 0.1% but less than 5%, the increase in capital
contribution in Datang Finance Company is only subject to the reporting and
announcement requirements under Chapter 14A of the Listing Rules and does not
require the approval by the independent shareholders of the Company under
Chapter 14A of the Listing Rules.
DETAILS OF THE INCREASE IN CAPITAL CONTRIBUTIONS
The Board considered and agreed on 6 May 2011 that the Company, CDC, Huayin
Electric Company and Guiguan Electric Company shall increase their respective
capital contributions in a total amount of RMB1,400 million to Datang Finance
Company by way of cash. The capital contributions will be made by way of cash
on a lump-sum basis. The Company agreed to make a further capital contribution
of RMB280 million to Datang Finance Company from its internal resources
according to the Company's current 20% shareholding in Datang Finance Company.
Upon completion of the increase in capital contributions, the registered
capital of Datang Finance Company will increase from RMB1,600 million to
RMB3,000 million, while the Company's shareholding in Datang Finance Company
will remain as 20% (the execution of the capital contributions by Huayin
Electric Company and Guiguan Electric Company is subject to the consideration
and approval by their respective internal authorities). The registered capital
of Datang Finance Company is determined with reference to the average level of
the registered capital of finance companies in the PRC.
The above-mentioned capital contributions is subject to the consideration and
approval by the CBRC.
The shareholding structure of Datang Finance Company, the amounts of increase
in capital contributions made by each of the shareholders of Datang Finance
Company and their respective shareholding ratios prior to and after the
completion of the increase in capital contributions are set out as follows:
Capital Capital
contribution contribution
prior to the Shareholding Amount of the after Shareholding
completion of prior to current completion of after
Name of the increase completion of increase in the increase in completion of
shareholder of in capital the increase capital capital increase in
Datang Finance contribution in capital contribution contribution the capital
Company (RMB million) contribution (RMB million) (RMB million) contribution
CDC 885 55.31% 1,050 1,935 64.50%
The Company 320 20.0% 280 600 20.00%
Huayin Electric
Company 40 2.50% 35 75 2.50%
Guiguan Electric
Company 40 2.50% 35 75 2.50%
Other Existing
Shareholders 315 19.69% 0 315 10.50%
Total 1,600 100.00% 1,400 3,000 100.00%
INFORMATION RELATING TO DATANG FINANCE COMPANY
Datang Finance Company is duly established in the PRC as a non-banking
financial institution. The registered capital of Datang Finance Company is
RMB1,600 million. The principal business of Datang Finance Company includes the
provision of, among others, deposit services, loan services, entrusted loan
services and entrusted investment services.
The net profits before and after taxation and extraordinary items for the year
ended 31 December 2009 of Datang Finance Company were RMB233,854,235.90 and
RMB176,880,227.22, respectively (the above-mentioned figures were audited). The
net profits before and after taxation and extraordinary items for the year
ended 31 December 2010 of Datang Finance Company were RMB310,290,933.67 and
RMB232,527,385.17, respectively (the above-mentioned figures were audited).
INFORMATION RELATING TO THE COMPANY
The Company is principally engaged in the development and operation of power
plants, sale of electricity and thermal power; repair and testing 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 CDC
CDC is a State-owned enterprise. Its scope of operations mainly includes the
development, investment, construction, operation and management of power
energy; organising production and sales of power (thermal) energy; as well as
the development of and consultation in connection with power technology.
INFORMATION RELATING TO HUAYIN ELECTRIC COMPANY
Huayin Electric Company is principally engaged in constructing and expanding
power plants, undertaking the construction of transmission and distribution of
electricity projects as well as their related ancillary facilities; the
generation and sale of electricity; as well as the production, processing and
sale of coal. The main service area of Huayin Electric Company is in the Hunan
Province of the PRC. CDC holds 33.34% of the issued shares of Huayin Electric
Company.
INFORMATION RELATING TO GUIGUAN ELECTRIC COMPANY
Guiguan Electic Company is principally engaged in the development, construction
and management of hydropower stations, coal-fired plants and the transmission
and distribution of electricity projects; provision of economic technical
consultation services on electricity finance; as well as the sale of general
machinery, electronic products and electronic equipment; as well as cooperating
with other entities in the development and management of other projects
relating to its principal business. CDC holds 50.51% of the issued shares of
Guiguan Electric Company.
INFORMATION RELATING TO OTHER EXISTING SHAREHOLDERS
The Other Existing Shareholders are the other nine existing shareholders of
Datang Finance Company (apart from the Company, CDC, Huayin Electric Company
and Guiguan Electric Company) and all of them are subsidiaries of CDC. The
principal businesses of the Other Existing Shareholders include electricity
business, provision of logistics services and sales of coal.
REASONS FOR AND BENEFITS OF THE INCREASE IN CAPITAL CONTRIBUTIONS IN DATANG
FINANCE COMPANY
Datang Finance Company is principally engaged in the provision of professional
financial services including centralised management of funds, settlement,
guarantee and entrusted deposit and loan within the system of CDC. A low
capital amount will limit the development of Datang Finance Company and its
external financing ability, as well as affecting its funds utilisation
efficiency and shareholders' returns. The increase in capital contributions in
Datang Finance Company and raising its capital amount will enhance its external
financing ability, advance its business expansion and increase its overall
profitability, thereby benefiting the shareholders of the Company.
In view of the above reasons and since Datang Finance Company is currently
regarded as an associated company in the accounts of the Company, the Directors
(including the independent non-executive Directors) are of the view that the
above-mentioned transaction is conducted in the ordinary and usual course of
business of the Company. The current transaction is fair and reasonable and is
in the interests of the Company and the shareholders as a whole.
CONNECTED TRANSACTION
As at the date of this announcement, CDC and its subsidiaries hold a total of
approximately 36.09% of the issued share capital of the Company and CDC is a
connected person of the Company under Chapter 14A of the Listing Rules.
Meanwhile, CDC holds 55.31% of the shares of Datang Finance Company, and Huayin
Electric Company and Guiguan Electric Company are subsidiaries of CDC and are
therefore connected persons of the Company. The increase in capital
contribution in Datang Finance Company constitutes a connected transaction of
the Company under the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) is more than 0.1% but less than 5%, the increase in capital
contribution in Datang Finance Company is only subject to the reporting and
announcement requirements under Chapter 14A of the Listing Rules and does not
require the 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 transaction. 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 Board
meeting for approval of the relevant transaction in accordance with the
requirements of the listing rules of the Shanghai Stock Exchange.
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
"CBRC" China Banking Regulatory Commission
"CDC" China Datang Corporation, a State-owned
enterprise established under the laws of the
PRC and a controlling shareholder of the
Company pursuant to the Listing Rules which
together with its subsidiaries own
approximately 36.09% 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
"Datang Finance Company" China Datang Finance Co., Ltd.
"Director(s) " the director(s) of the Company
"Guiguan Electric Guangxi Guiguan Electric Power Co., Ltd.
Company"
"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
"Huayin Electric Company" Datang Huayin Electric Power., Ltd.
"Listing Rules" The Rules Governing the Listing of Securities
on the Stock Exchange
"London Stock Exchange" The London Stock Exchange Limited
"Other Existing the nine existing shareholders of Datang
Shareholders" Finance Company (apart from the Company, CDC,
Huayin Electric Company and Guiguan Electric
Company) prior to and after the completion of
the increase in capital contributions in Datang
Finance Company, all being subsidiaries of CDC
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" per cent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 6 May 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*, Jiang Guohua*
*Independent non-executive Directors