Connected Transaction
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Limited take no responsibility for the contents of thisannouncement, 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 26 August 2011, the 14th meeting of the seventh session of the Board
considered and approved the provision of an entrusted loan of not more than
RMB1 billion to Ganzi Hydropower Company. On 15 September 2011, the Company
entered into the Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Ganzi
Hydropower Company in relation to the provision of the first trench of the
entrusted loan amounting to RMB500 million by the Company to Ganzi Hydropower
Company through the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch
acts as a lending agent.
CONNECTED TRANSACTION
The 14th meeting of the seventh session of the Board has considered and
approved CDC, a controlling Shareholder of the Company, to join as a
shareholder of Ganzi Hydropower Company by way of capital increase and share
enlargement. Upon completion of the capital increase, the equity structure of
Ganzi Hydropower Company will be adjusted as follows: the Company will hold
52.5%, CDC will hold 27.5% and Gantou Hydropower will hold 20%. Ganzi
Hydropower Company will therefore become a connected person of the Company and
the Entrusted Loan Agreement will constitute 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 an entrusted loan of not more than RMB1 billion
to Ganzi Hydropower Company. On 15 September 2011, the Company entered into the
Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Ganzi Hydropower
Company in relation to the provision of the first trench of the entrusted loan
amounting to RMB500 million by the Company to Ganzi Hydropower Company through
the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch acts as a
lending agent, in order to satisfy Ganzi Hydropower Company's day-to-day
capital turnover.
Entrusted Loan Agreement
Date and Subject Matter
On 15 September 2011, the Company entered into the Entrusted Loan Agreement
with CCB Diao Yu Tai Branch and Ganzi Hydropower Company in relation to the
provision of the Entrusted Loan amounting to RMB500 million by the Company to
Ganzi Hydropower 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. Ganzi Hydropower 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 Ganzi Hydropower Company and to
monitor the use and repayment of the Entrusted Loan by Ganzi Hydropower
Company.
Principal amount of the Entrusted Loan
RMB500 million
Term
The term for the Entrusted Loan Agreement is 60 months commencing from 15
September 2011 to 14 September 2016.
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 benchmark
lending rate for the same level of loans in RMB for the same period as
announced by the People's Bank of China on the adjustment date.
Such interest rate is arrived at after arm's length negotiation between the
Company and Ganzi Hydropower Company in consideration of the overall reduction
in capital costs to the Group after the accounts of Ganzi Hydropower 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 Ganzi Hydropower Company upon maturity of
the Entrusted Loan Agreement.
Payment schedule of interests of the Entrusted Loan
Interests shall be settled by Ganzi Hydropower 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. Ganzi Hydropower 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 assure the day-to-day capital turnover at Ganzi Hydropower Company,
the Company intends to provide the Entrusted Loan to Ganzi Hydropower Company.
The Company is of the view that the Entrusted Loan is beneficial for ensuring a
normal progression on the project construction of Ganzi Hydropower Company as
well as the repayment of due borrowings. It is also considered that the overall
capital costs to the Group will be reduced after the accounts of Ganzi
Hydropower 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 are in the interests of
the Company and the Shareholders as a whole.
CONNECTED TRANSACTION
The 14th meeting of the seventh session of the Board has considered and
approved CDC, a controlling Shareholder of the Company, to join as a
shareholder of Ganzi Hydropower Company by way of capital increase and share
enlargement. Upon completion of the capital increase, the equity structure of
Ganzi Hydropower Company will be adjusted as follows: the Company will hold
52.5%, CDC will hold 27.5% and Gantou Hydropower will hold 20%. Ganzi
Hydropower Company will therefore become a connected person of the Company and
the Entrusted Loan Agreement will constitute 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 principal management staff at CDC, have abstained from voting
at the relevant Board meeting for the 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 GANZI HYDROPOWER COMPANY
Ganzi Hydropower Company was incorporated on 3 July 2006 with a registered
capital of RMB50 million. Ganzi Hydropower Company is responsible for the
development and construction of two hydropower projects, namely the Changheba
Hydropower Project (with an installed capacity of 2,600MW) and the Huangjinping
Hydropower Project (with an installed capacity of 850MW). The Changheba
Hydropower Project and the Huangjinping Hydropower Project were approved by the
National Development and Reform Commission in November 2010 and February 2011,
respectively, and are currently under construction. As at the date of this
announcement, the Company holds 80% equity interests, while Gantou Hydropower
holds 20% equity interests, of Ganzi Hydropower Company.
The 14th meeting of the seventh session of the Board considered and approved
CDC, a controlling Shareholder of the Company, to join as a shareholder of
Ganzi Hydropower Company by way of capital increase and share enlargement. Upon
completion of the capital increase, the equity structure of Ganzi Hydropower
Company will be adjusted as follows: the Company will hold 52.5%, CDC will hold
27.5% and Gantou Hydropower will hold 20%.
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 the Beijing Diao Yu Tai Branch of China Construction
Branch" 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
"Changheba the Sichuan Dadu River Changheba Hydropower Station
Hydropower Project" Project, a project involving the design of 4x650MW
mixed-flow generating units with a total installed
capacity of 2,600MW; currently under the construction
stage
"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
"connected has the meaning ascribed to it under the Listing Rules
transaction"
"Director(s)" the director(s) of the Company
"Entrusted Loan" the entrusted loan of a principal amount of RMB500
million
"Entrusted Loan the entrusted loan agreement entered into on 15
Agreement" September 2011 between the Company, CCB Diao Yu Tai
Branch and Ganzi Hydropower Company in respect of the
Entrusted Loan Arrangement
"Entrusted Loan the arrangement where CCB Diao Yu Tai Branch is
Arrangement" designated by the Company to act as lending agent to,
inter alia, release the Entrusted Loan, which is funded
by the Company, to Ganzi Hydropower Company and to
monitor the use and repayment of the Entrusted Loan by
Ganzi Hydropower Company pursuant to the Entrusted Loan
Agreement
"Gantou Hydropower" Ganzi County Gantou Hydropower Development Company
Limited, established on 30 March 2006 with a registered
capital of RMB100 million, principally engaged in the
business of hydropower investments
"Ganzi Hydropower Sichuan Datang International Ganzi Hydropower
Company" Development Co., Ltd., a controlled subsidiary of the
Company
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"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
"Huangjinping the Sichuan Dadu River Huangjinping Hydropower Station
Hydropower Project" Project, a project involving the design of 4x200MW
vertical-axle mixed-flow generating units and 2x25MW
generating units with a total installed capacity of
850MW; currently under the construction stage
"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, 15 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