Connected Transaction
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of 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 thisannouncement.
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 17 April 2012, the Company entered into the Entrusted Loan Agreement with
CCB Beijing Chaoyang Branch and Ganzi Hydropower Company in relation to the
provision of the Entrusted Loan by the Company to Ganzi Hydropower Company
through the Entrusted Loan Arrangement, in which CCB Beijing Chaoyang Branch
acts as a lending agent. The Entrusted Loan will be used for day-to-day capital
turnover at Ganzi Hydropower Company.
CONNECTED TRANSACTION
CDC is the controlling Shareholder of the Company, which together with its
subsidiaries hold approximately 34.71% of the issued capital of the Company as
at the date of this announcement. CDC holds 27.5% of the equity interest of
Ganzi Hydropower Company. Ganzi Hydropower Company is therefore a connected
party of the Company pursuant to Chapter 14A of the Listing Rules and the
Entrusted Loan Agreement constitutes a connected transaction of the Company.
Since one or more of the applicable percentage ratios (as defined under Rule
14.07 of the Listing Rules) in respect of the Entrusted Loan Agreement is more
than 5%, the Entrusted Loan Agreement is subject to the reporting, announcement
and independent Shareholders' approval requirements 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 Rule14A.45 of the Listing Rules. A circular containing details of the
Entrusted Loan Agreement, a letter from the independent board committee and a
letter from the independent financial advisor, both advising the entrusted loan
matters and the terms of the Entrusted Loan Agreement, will be despatched to
the Shareholders on or before 9 May 2012.
BACKGROUND
On 23 March 2012, the 23rd meeting of seventh session of the Board considered
and agreed the provision of the Entrusted Loan to Ganzi Hydropower Company. On
17 April 2012, the Company entered into the Entrusted Loan Agreement with CCB
Beijing Chaoyang Branch and Ganzi Hydropower Company in relation to the
provision of the Entrusted Loan by the Company to Ganzi Hydropower Company
through the Entrusted Loan Arrangement, in which CCB Beijing Chaoyang 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 17 April 2012, the Company entered into the Entrusted Loan Agreement with
CCB Beijing Chaoyang Branch and Ganzi Hydropower Company in relation to the
provision of the Entrusted Loan by the Company to Ganzi Hydropower Company
through the Entrusted Loan Arrangement, in which CCB Beijing Chaoyang Branch
acts as a lending agent.
Parties
1. the Company, as the lender;
2. CCB Beijing Chaoyang 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 Beijing Chaoyang Branch is
designated by the Company to act as a lending agent to, 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
RMB3,000 million
Term
The term for the Entrusted Loan Agreement is 7 years commencing from 17 April
2012 to 16 April 2019.
Interest rate
At a fixed interest rate, being the benchmark interest rate to be charged for
the same level of loans of financial institutions in RMB for the same period as
announced by the People's Bank of China on the date when each batch of
borrowing is withdrawn. The fixed interest rate will remain unchanged during
the borrowing period.
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 be formed when it is duly signed by the
parties and its implementation shall be subject to the approval by the
independent Shareholders of the Company at the general meeting.
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 (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 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.
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 52.5% equity interests, CDC holds 27.5% equity
interests, while Gantou Hydropower holds 20% equity interests, of Ganzi
Hydropower Company.
CONNECTED TRANSACTION
CDC is the controlling Shareholder of the Company, which together with its
subsidiaries hold approximately 34.71% of the issued capital of the Company as
at the date of this announcement. CDC holds 27.5% of the equity interest of
Ganzi Hydropower Company. Ganzi Hydropower Company is therefore a the connected
party of the Company pursuant to Chapter 14A of the Listing Rules and the
Entrusted Loan Agreement constitutes a connected transaction of the Company.
Since one or more of the applicable percentage ratios (as defined under Rule
14.07 of the Listing Rules) in respect of the Entrusted Loan Agreement is more
than 5%, the Entrusted Loan Agreement is subject to the reporting, announcement
and independent Shareholders' approval requirements 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 Rule14A.45 of the Listing Rules. A circular containing details of the
Entrusted Loan Agreement, a letter from the independent board committee and a
letter from the independent financial advisor, both advising the entrusted loan
matters and the terms of the Entrusted Loan Agreement, will be despatched to
the Shareholders on or before 9 May 2012.
No director has a material interest in the Entrusted Loan Agreement. Connected
directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are the
principal management staff of CDC have abstained from voting on the approval of
the Entrusted Loan Agreement at the Board meeting in accordance with the
requirements of the listing rules of the Shanghai Stock Exchange.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR
An Independent Board Committee of the Company comprising the independent
non-executive Directors will be formed to advise the independent Shareholders
on the terms of the Entrusted Loan Agreement. Each of the independent
non-executive Director does not have any material interest in the Entrusted
Loan Agreement.
An independent financial adviser will be appointed to advise the Independent
Board Committee and the independent Shareholders on the terms of the Entrusted
Loan Agreement.
Any Shareholders and their associates who have a material interest in the
transaction, will abstain from voting at the general meeting of the
Shareholders held for (including but not limited to) the consideration and
approval of the Entrusted Loan Agreement. Therefore, CDC and its associates
should abstain from voting on the consideration and approval of the Entrusted
Loan Agreement at the general meeting.
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
"associate" has the meaning ascribed to it under the Listing
Rules
"Board" the board of Directors of the Company
"CCB Beijing the Beijing Chaoyang Branch of China Construction
Chaoyang 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, hold 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
transaction" Rules
"Director(s)" the director(s) of the Company
"Entrusted Loan" the entrusted loan of a principal amount of RMB3,000
million
"Entrusted Loan the entrusted loan agreement entered into on 17 April
Agreement" 2012 between the Company, CCB Beijing Chaoyang Branch
and Ganzi Hydropower Company in respect of the
Entrusted Loan Arrangement
"Entrusted Loan the arrangement where CCB Beijing Chaoyang Branch is
Arrangement" designated by the Company to act as the 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
Hydropower Project" Station 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, 17 April 2012
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