Connected Transaction
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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 12 October 2011, the 16th meeting of the seventh session of the Board considered and
approved the provision of the entrusted loan of not more than RMB2 billion to Duolun Coal
Chemical Company. On 12 October 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 RMB500 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, a wholly-owned subsidiary of the Company, and CDC,
respectively. CDC is the 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
total principal amount of the entrusted loan as approved by the Board is more than 5%, the
entrusted loan matters and the Entrusted Loan Agreement are subject to the requirements of
reporting, announcement and approval by the independent Shareholders of the Company 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 matters and 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 2 November 2011.
BACKGROUND
On 12 October 2011, the 16th meeting of seventh session of the Board considered and
approved the provision of the entrusted loan of not more than RMB2 billion to Duolun Coal
Chemical Company. On 12 October 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 RMB500 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 12 October 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 RMB500 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
RMB500 million
Term
The term for the Entrusted Loan Agreement is 36 months commencing from 12 October 2011
to 11 October 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 trench of borrowing is withdrawn and such interest rate is
to be adjusted annually. The adjustment date is 21st December of each year. The adjusted
interest rate will be the benchmark interest rate for the same level of loans in RMB for the same
period 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 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.
Effective Date
The Entrusted Loan Agreement shall become effective when it is duly signed by the parties.
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
approximately RMB20,722.62 million; total liabilities amounted to approximately
RMB16,687.76 million; and the asset-to-liability ratio was approximately 80.53% (the
aforesaid figures were audited).
As at 30 June 2011, Duolun Coal Chemical Company's total assets amounted to approximately
RMB21,552.31 million; total liabilities amounted to approximately RMB17,506.20 million;
and the asset-to-liability ratio was approximately 81.23% (the aforesaid figures have not been
audited).
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 RMB2 billion (including the first trench of
the entrusted loan principal of RMB500 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 is 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 (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 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, a wholly-owned subsidiary of the Company, and
CDC, respectively. CDC is the 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 total principal amount of the entrusted loan as approved by the Board is more than 5%, the
entrusted loan matters and the Entrusted Loan Agreement are subject to the requirements of
reporting, announcement and approval by the independent Shareholders of the Company 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 Rule 14A.45 of the Listing
Rules. A circular containing details of the entrusted loan matters and 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 2 November 2011.
Any Shareholder with a material interest in the transaction and its associates will abstain from
voting at the extraordinary general meeting to be held by the Company, to, among others,
consider and approve the Entrusted Loan Agreement. Therefore, CDC and its associates shall
abstain from voting at the extraordinary general meeting to approve the Entrusted Loan
Agreement.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL
ADVISOR
An independent board committee comprising the independent 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.
The Company will appoint an independent financial advisor to advise the independent board
committee of the Company and the independent Shareholders on the terms of the Entrusted
Loan Agreement.
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 the 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.
"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 RMB500 million
"Entrusted Loan
Agreement" the entrusted loan agreement entered into on 12 October 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 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
"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, 12 October 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