Connected Transaction
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DATANG INTERNATIONAL 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 19 December 2013, the Company entered into the Entrusted Loan Agreement with Ganzi Hydropower
Company and Datang Finance Company in relation to the provision of the Entrusted Loan by the
Company to Ganzi Hydropower Company through the Entrusted Loan Arrangement, in which Datang
Finance Company acts as a lending agent. The Entrusted Loan will be used for the project capital
turnover at Ganzi Hydropower Company.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC together with its subsidiaries holds approximately 34.71%
of the issued share capital of the Company. CDC holds 46.88% of the equity interests of Ganzi
Hydropower Company; Datang Finance Company is a subsidiary of CDC. Ganzi Hydropower Company and
Datang Finance Company are therefore connected persons of the Company pursuant to Chapter 14A of
the Listing Rules and the Entrusted Loan Arrangement 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) of the principal of the Entrusted Loan under the Entrusted Loan Agreement is more than 0.1%
but less than 5% and all other applicable percentage ratios are less than 5%, the Entrusted Loan
Agreement is subject to the reporting and announcement requirements, but is exempted from the
independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
ENTRUSTED LOAN AGREEMENT
Date and Subject Matter
On 19 December 2013, the Company entered into the Entrusted Loan Agreement with Ganzi Hydropower
Company and Datang Finance Company in relation to the provision of the Entrusted Loan by the
Company to Ganzi Hydropower Company through the Entrusted Loan Arrangement, in which Datang
Finance Company acts as a lending agent.
Parties
1. the Company, as the lender;
2. Datang Finance Company, as the lending agent; and
3. Ganzi Hydropower Company, as the borrower.
Major Terms of the Entrusted Loan Agreement
1. Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Agreement, Datang Finance Company is designated by the Company
to act as a lending agent to provide the Entrusted Loan to Ganzi Hydropower Company and to
monitor the use and repayment of the Entrusted Loan by Ganzi Hydropower Company.
2. Principal amount of the Entrusted Loan
RMB300 million.
3. Term
The term for the Entrusted Loan Agreement is one year commencing from 19 December 2013 to
18 December 2014.
4. Interest rate
At a floating interest rate, being the benchmark interest rate to be charged for the same
level of loans in RMB for the same period as announced by the People's Bank of China on the
date when each tranche of borrowing is withdrawn and such interest rate is to be adjusted
annually. The adjustment date is 21st December of each year. The adjusted borrowing 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.
As at the date of this announcement, the prevailing benchmark interest rate for one-year
loans in RMB as announced by the People's Bank of China is 6.00% per annum.
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 a subsidiary of the Company) are consolidated
into the accounts of the Company.
5. Repayment schedule of the principal of the Entrusted Loan
One-off repayment of the principal of the Entrusted Loan by Ganzi Hydropower Company upon
maturity of the Entrusted Loan Agreement or early repayment depending on the circumstances.
6. 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 20th of the last month of each quarter.
7. Handling charge
The handling charge for the Entrusted Loan under the agreement is calculated at 0.0006% of the
value of the agreement, and shall be paid by Ganzi Hydropower Company to Datang Finance Company
on an one-off basis within 5 working days from the effective date of the Entrusted Loan
Agreement.
8. Effective Date
The Entrusted Loan Agreement shall become effective when it is duly signed by the legal
representatives or authorized agent of the contracting parties with their respective company
seals affixed thereon.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT
In view of the cooperation history between Datang Finance Company and the Company and given
that the provision of entrusted loan services by Datang Finance Company is covered under the
Financial Services Agreement (2011-2013), Datang Finance Company has better understanding of
the operations of the Company which will allow more expedient and efficient services than those
rendered by other PRC commercial banks. Further, the handling fees charged by Datang Finance
Company will not be higher than those charged by other PRC commercial banks. In view of the
above considerations, the Company appointed Datang Finance Company, rather than other PRC
commercial banks, as the lending agent.
Further, considering the capital risks control measures under the Financial Services Agreement
(2011-2013) and the Financial Services Agreement (2014-2016), and the terms under the Entrusted
Loan Agreement are normal commercial terms which confer no additional obligations nor risks on
the Company when comparing with other entrusted loan agreements in the market, the Company
considers that no additional risks will be involved by appointing Datang Finance Company as
the lending agent under the Entrusted Loan Agreement.
In order to ensure the project cash turnover of Ganzi Hydropower Company, the Company intends
to provide the Entrusted Loan of RMB300 million to Ganzi Hydropower Company. The Company is
of the view that the Entrusted Loan will be primarily utilised by Ganzi Hydropower Company to
supplement its liquidity, and is thus beneficial for the smooth progress of the project
construction and production and operation activities of Ganzi Hydropower Company.
Considering the possible higher financial costs for Ganzi Hydropower Company to obtain the
current loan from other commercial banks when comparing with the financial costs incurred by
the Company to obtain the funding of the Entrusted Loan, the Company considers that the
overall capital costs to the Group will be relatively reduced after the accounts of Ganzi
Hydropower Company (being the 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 is in the best interests of the Company and its Shareholders as a whole.
None of the Directors has material interest in the Entrusted Loan Agreement. Those connected
Directors, including Chen Jinhang, Hu Shengmu and Fang Qinghai, have abstained from voting at
the Board meeting for approval of the relevant transaction in accordance with the requirements
of the Listing Rules of Shanghai Stock Exchange.
INFORMATION RELATING TO THE PARTIES OF THE AGREEMENT
1. 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.
2. Information relating to Ganzi Hydropower Company
Ganzi Hydropower Company was incorporated on 3 July 2006 with a registered capital of
approximately RMB1.625 billion. Ganzi Hydropower Company is primarily engaged in 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. As at the date of this announcement, 52.5%
of the equity interest of Ganzi Hydropower Company is held by the Company; 46.88% of the
equity interest of Ganzi Hydropower Company is held by CDC; and 0.62% of the equity interest
of Ganzi Hydropower Company is held by Gantou Hydropower.
3. Information relating to Datang Finance Company
Datang Finance Company is a non-banking financial institution duly incorporated in the PRC
on 10 May 2005. Its registered capital is RMB3 billion. Its principal business includes,
among others, the provision of deposit services, loan services, entrusted loan services
and entrusted investment services.
4. Information relating to CDC
CDC was established on 9 March 2003 with registered capital of RMB18.109 billion. 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.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC together with its subsidiaries holds approximately
34.71% of the issued share capital of the Company. CDC holds 46.88% of the equity interests
of Ganzi Hydropower Company; Datang Finance Company is a subsidiary of CDC. Ganzi Hydropower
Company and Datang Finance Company are therefore connected persons of the Company pursuant to
Chapter 14A of the Listing Rules and the Entrusted Loan Arrangement 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) of the principal of the Entrusted Loan under the Entrusted Loan Agreement is
more than 0.1% but less than 5% and all other applicable percentage ratios are less than 5%,
the Entrusted Loan Agreement is subject to the reporting and announcement requirements, but
is exempted from the independent shareholders' approval requirements under Chapter 14A of the
Listing Rules.
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
"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 Hydropower Project" the Sichuan Dadu River Changheba Hydropower Station Project
"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 Finance Company" Datang Corporation Finance Limited Company, a subsidiary of
CDC, details of which are set out in the section entitled
"Information relating to the Parties to the Agreement" in
this announcement
"Director(s)" the director(s) of the Company
"Entrusted Loan" the entrusted loan of a principal amount of RMB300 million
"Entrusted Loan Agreement" the entrusted loan agreement entered into on 19 December 2013
between the Company, Ganzi Hydropower Company and Datang Finance
Company in respect of the Entrusted Loan Arrangement
"Entrusted Loan Arrangement" the arrangement where Datang Finance Company is designated by
the Companyto act as the lending agent to lend the Entrusted
Loan to Ganzi Hydropower Company pursuant to the Entrusted
Loan Agreement
"Financial Services Agreement the agreement entered into between the Company and Datang Finance
(2011-2013)" on 26 October 2010, details of which are set out in the
announcement dated 16 November 2010
"Financial Services Agreement the agreement entered into between the Company and Datang Finance
(2014-2016)" on 15 October 2013, details of which are set out in the announcement
dated 5 November 2013
"Ganzi Hydropower Company" Sichuan Datang International Ganzi Hydropower Development Co., Ltd.,
a controlling subsidiary of the Company, details of which are set out
in the section entitled "Information relating to the Parties to the
Agreement" in this announcement
"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
"Huangjinping Hydropower the Sichuan Dadu River Huangjinping Hydropower Station Project
Project"
"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, 19 December 2013
As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu,
Cao Jingshan, Fang Qinghai, Zhou Gang, Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia,
Guan Tiangang, Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors