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 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
Capital Contribution Agreement
On 29 November 2012, the Company entered into the Capital Contribution
Agreement with CDC Capital Holding Company, Datang Overseas (Hong Kong)
Company and Datang Renewable Power (Hong Kong) Company. The Company, CDC
Capital Holding Company, Datang Overseas (Hong Kong) Company and Datang
Renewable Power (Hong Kong) Company agreed to make capital contributions in
the sum of RMB200 million, RMB400 million, RMB200 million (to be settled in
U.S. dollar or Hong Kong dollar) and RMB200 million (to be settled in
U.S.dollar or Hong Kong dollar), respectively, to set up Finance Leasing
Company in the proportions of 20%, 40%, 20% and 20%, respectively, for the
purpose of conducting financial leasing business.
Listing Rules Implications
As at the date of this announcement, 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. CDC Capital Holding Company,
Datang Overseas (Hong Kong) Company and Datang Renewable Power (Hong Kong)
Company are wholly-owned subsidiary(ies) or subsidiary(ies) of CDC.
Accordingly, the aforesaid companies are connected persons of the Company.
The entering into of the Capital Contribution Agreement and the transaction
contemplated thereunder constitute a connected transaction of the Company.
As one or more of the applicable percentage ratios (as defined under
Rule 14.07 of the Listing Rules) in respect of the transaction under the
Capital Contribution Agreement is more than 0.1% but less than 5%, the
Capital Contribution Agreement and the transaction contemplated thereunder
are 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.
CAPITAL CONTRIBUTION AGREEMENT
Date
29 November 2012
Parties
The Company, CDC Capital Holding Company, Datang Overseas (Hong Kong)
Company and Datang Renewable Power (Hong Kong) Company
Major Terms of the Capital Contribution Agreement
(1) The Company, CDC Capital Holding Company, Datang Overseas (Hong Kong)
Company and Datang Renewable Power (Hong Kong) Company agreed to make
capital contributions to set up Finance Leasing Company. The registered
capital of the Finance Leasing Company is RMB1 billion. The Company
agreed to make capital contribution in the sum of RMB200 million, which
accounts for 20% of the registered capital. CDC Capital Holding Company
agreed to make capital contribution in the sum of RMB400 million, which
accounts for 40% of the registered capital. Datang Overseas (Hong Kong)
Company agreed to make capital contribution in the sum of
RMB200 million (to be settled in U.S. dollar or Hong Kong dollar),
which accounts for 20% of the registered capital. Datang Renewable
Power (Hong Kong) Company agreed to make capital contribution in the
sum of RMB200 million (to be settled in U.S. dollar or Hong Kong
dollar), which accounts for 20% of the registered capital.
(2) The parties agreed to make the aforesaid capital contributions within
30 days by way of cash after the incorporation of Finance Leasing
Company. The Company's contribution to the registered capital of
Finance Leasing Company will be funded by internal resources. As at the
date of this announcement, Finance Leasing Company is under the process
of registration.
(3) The Finance Leasing Company shall be registered in the Dongjiang Bonded
Port, Binhai New Area, Tianjin, and shall be principally engaged in the
finance leasing business, leasing business, purchase of leased property
in the PRC and from overseas countries, treatment of residual value of
and maintenance of leased property, consultation on leasing
transactions, and other businesses approved by the examination and
approval departments (the scope of such other businesses shall be that
as approved by the company register office, subject to the examination
and approval by the Tianjin Commission of Commerce).
Effective Date of the Capital Contribution Agreement
The Capital Contribution Agreement will become effective upon signing by the
relevant authorized representatives of the parties and sealed with their
respective company chops.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT
The Company considers that by making capital contribution to incorporate
Finance Leasing Company and conducting financial leasing business through
Finance Leasing Company, the Company can make effective use of the resources
of the parties to the agreement, thereby creating a favorable financial
environment for the development of the Company, and share the revenue to be
generated from the operation of Finance Leasing Company, thereby increasing
the level of profitability of the Company.
Directors (including independent non-executive Directors) are of the view
that the relevant terms of the Capital Contribution 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 its Shareholders as a whole.
Listing Rules Implications
As at the date of this announcement, 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. CDC Capital Holding Company,
Datang Overseas (Hong Kong) Company and Datang Renewable Power (Hong Kong)
Company are wholly-owned subsidiary(ies) or subsidiary(ies) of the CDC.
Accordingly, the aforesaid companies are connected persons of the Company.
The entering into of the Capital Contribution Agreement and the transaction
contemplated thereunder constitute a connected transaction of the Company.
As one or more of the applicable percentage ratios (as defined under
Rule 14.07 of the Listing Rules) in respect of the transaction under the the
Capital Contribution Agreement is more than 0.1% but less than 5%, the
Capital Contribution Agreement and the transaction contemplated thereunder
are 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.
None of the Directors have any material interest in the Capital Contribution
Agreement. Those connected Directors, including Liu Shunda, Hu Shengmu and
Fang Qinghai, who are current or former 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.
INFORMATION OF THE RELEVANT PARTIES
1. The Company is principally engaged in the construction and operation of
power plants, the sale of electricity and thermal power, the repair and
maintenance of power equipment and power related technical services,
with its main service areas being in the PRC.
2. CDC Capital Holding Company is a wholly-owned subsidiary of CDC. It
currently owns a controlling interest in an insurance broker firm and an
insurance assessment company, and is preparing for making an equity
investment in a fund management company, a trust company and a city
commercial bank.
3. Datang Overseas (Hong Kong) Company is a wholly-owned subsidiary of
China Datang Overseas Investment Co., Ltd., a wholly-owned subsidiary of
CDC. Its business scope principally covers overseas power and energy
project investment as well as overseas capital market operation.
4. Datang Renewable Power (Hong Kong) Company is a wholly-owned subsidiary
of China Datang Corporation Renewable Power Co., Limited, a subsidiary
of CDC. Its business scope principally covers management of investment
in resources and equity.
5. CDC is the controlling shareholder of the Company. It is principally
engaged in the development, investment, construction, operation and
management of power energy, organization of power (thermal) production
and sales; manufacturing, repair and maintenance of power equipment;
power technology development and consultation; power engineering,
contracting and consultation of environmental power engineering;
development of new energy as well as development and production of power
related coal resources.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Board" the board of directors
"Capital Contribution the agreement entered into between the Company, CDC
Agreement" Capital Holding Company, Datang Overseas (Hong Kong)
Company and Datang Renewable Power (Hong Kong)
Company on 29 November 2012 in relation to the
establishment of Finance Leasing Company
"CDC" China Datang Corporation, a State-owned enterprise
established under the laws of the PRC and is the
controlling Shareholder of the Company
"CDC Capital Holding China Datang Corporation Capital Holding Co.
Company" Limited, a wholly-owned subsidiary of the CDC,
details of which are set out in the section
entitled "Information of the Relevant Parties"
"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 person" has the meaning ascribed to it under the Listing
Rules
"connected transaction" has the meaning ascribed to it under the Listing
Rules
"Datang Overseas China Datang Overseas (Hong Kong) Co., Limited,
(Hong Kong) Company" details of which are set out in the section
entitled "Information of the Relevant Parties"
"Datang Renewable Power Datang Renewable Power (Hong Kong) Co., Limited,
(Hong Kong) Company" details of which are set out in the section
entitled "Information of the Relevant Parties"
"Director(s)" the director(s) of the Company
"Finance Leasing Datang Finance Leasing Co., Limited (specific name
Company" shall be subject to the name approved by the
registration authority)
"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 shareholders of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percentage
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 29 November 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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors