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)
CONNECTED TRANSACTION ANNOUNCEMENT
ON PROVISION OF FINANCIAL ASSISTANCE
BACKGROUND
CDC issued the Guarantee Letter on 16 September 2014 in favour of the Company
in respect of the Corporate Bonds with an aggregate amount of RMB3.0 billion to
cover the principal and interest, default and damages, and fees incurred in
realising the recourse in relation to the Corporate Bonds. Given that the
guarantee provided by CDC exceeds its shareholding ratio of the Company (i.e.,
34.71%), pursuant to the requirement under the "China Datang Corporation
Management Procedures on Guarantee", the Company shall issue the Counter
Guarantee Undertaking Letter in favour of CDC to counter guarantee the
guarantee portion provided by CDC which is in excess of its shareholding ratio
in the Company (i.e., 65.29%).
COUNTER GUARANTEE UNDERTAKING LETTER
On 30 October 2014, the Company issued the Counter Guarantee Undertaking Letter
in favour of CDC to counter guarantee the guarantee portion provided by CDC in
excess of its shareholding ratio in the Company (i.e. 65.29%), and the counter
guarantee limit amounted to approximately RMB1,959 million.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC together with its subsidiaries hold
approximately 34.71% of the issued share capital of the Company. CDC is
therefore a connected person of the Company and the issuance of Counter
Guarantee Undertaking Letter by the Company in favour of CDC constitutes a
connected transaction of the Company under Chapter 14A of the Listing Rules.
As all applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) for the amount involved in the Counter Guarantee Undertaking Letter are
more than 0.1% but less than 5%, the Counter Guarantee Undertaking Letter is
subject to the reporting and announcement requirements under Chapter 14A of the
Listing Rules, but is exempted from the approval by the independent
Shareholders of the Company under Chapter 14A of the Listing Rules.
BACKGROUND
CDC issued the Guarantee Letter on 16 September 2014 in favour of the Company
in respect of the Corporate Bonds with an aggregate amount of RMB3.0 billion to
cover the principal and interest, default and damages, and fees incurred in
realising the recourse in relation to the Corporate Bonds. Given that the
guarantee provided by CDC exceeds its shareholding ratio of the Company (i.e.,
34.71%), pursuant to the requirement under the "China Datang Corporation
Management Procedures on Guarantee", the Company shall issue the Counter
Guarantee Undertaking Letter in favour of CDC to counter guarantee the
guarantee portion provided by CDC which is in excess of its shareholding ratio
(i.e., 65.29%).
THE COUNTER GUARANTEE UNDERTAKING LETTER
Parties:
1. The Company, as the counter guarantor; and
2. CDC, as the guaranteed.
Material Terms of the Counter Guarantee Undertaking Letter
On 30 October 2014, the Company issued the Counter Guarantee Undertaking Letter
in favour of CDC to counter guarantee the guarantee portion provided by CDC
which is in excess of its shareholding ratio in the Company (i.e., 65.29%). The
major content of the Counter Guarantee Undertaking Letter includes:
1. Scope of the counter guarantee: including all fees settled by CDC on behalf
of the debtor based on the Guarantee Letter as well as the fees incurred in
realising the recourse, which shall be fully borne by the Company based on
the portion which is in excess of CDC's shareholding ratio in the Company
(i.e., 65.29%). All fees include, but not limited to, all fees liable to be
borne under the Guarantee Letter, such as principal, interests, default and
damages; fees incurred in realising the recourse, including, but not
limited to, litigation fees, legal fees, notary fees and travelling
expenses, etc.;
2. The counter guarantee limit amounted to approximately RMB1,959 million;
3. Term of counter guarantee obligation: commencing from the effective date of
the Counter Guarantee Undertaking Letter to two years after expiration of
the term of the guarantee provided by CDC under the Guarantee Letter;
4. Mean of counter guarantee: guarantee on a joint-liability basis;
5. Effective date: effective from the date when the counter guarantor signs
the Counter Guarantee Undertaking Letter under hand or under seal.
REASONS FOR AND BENEFITS OF ENTERING INTO THE COUNTER GUARANTEE UNDERTAKING
LETTER
Pursuant to the "China Datang Corporation Management Procedures on Guarantee",
the Company agreed to provide the counter guarantee in favour of CDC for the
guarantee portion in excess of its shareholding ratio in the Company.
Meanwhile, through the issuance of the Guarantee Letter by CDC in respect of
the Corporate Bonds as well as the issuance of the Counter Guarantee
Undertaking Letter by the Company to CDC, the smooth issuance of the Corporate
Bonds could be facilitated and thus securing a stable financing source for the
Company.
The Directors (including the independent non-executive Directors) are of the
view that the Company's issuance of the Counter Guarantee Undertaking Letter is
fair and reasonable, and is entered into upon arm's length negotiation among
all parties based on normal commercial terms, and is in line with the best
interests of the Company and its Shareholders as a whole.
The Counter Guarantee Arrangement and the Counter Guarantee Undertaking Letter
were considered and approved in the fifteenth meeting of the eighth session of
the Board of the Company on 30 October 2014. The Directors of the Company have
no material interests in the Counter Guarantee Arrangement and the Counter
Guarantee Undertaking Letter, and connected Directors, namely Chen Jinhang, Hu
Shengmu and Liang Yongpan, have abstained from voting for the abovementioned
resolution pursuant to the listing rules of the 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. As at
31 December 2013, the total assets and net asset of the Company amounted to
RMB293.323 billion and RMB43.921 billion, respectively; as at 30 June 2014, the
total assets and net asset of the Company amounted to RMB296.872 billion and
RMB44.271 billion.
2. Information relating to CDC
CDC was established on 9 March 2003 with registered capital of RMB18.009
billion. It is principally engaged in the development, investment,
construction, operation and administrative of power energy, organisation 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. As at 31 December 2013, the total assets and net asset
of CDC amounted to RMB697.997 billion and RMB91.666 billion, respectively; as
at 30 June 2014, the total assets and net asset of CDC amounted to RMB708.848
billion and RMB94.141billion.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC together with its subsidiaries hold
approximately 34.71% of the issued share capital of the Company. CDC is
therefore a connected person of the Company and the issuance of Counter
Guarantee Undertaking Letter by the Company in favour of CDC constitutes a
connected transaction of the Company under Chapter 14A of the Listing Rules.
As all applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) for the amount involved in the Counter Guarantee Undertaking Letter are
more than 0.1% but less than 5%, the Counter Guarantee Undertaking Letter is
subject to the reporting and announcement requirements under Chapter 14A of the
Listing Rules, but is exempted from the approval by the independent
Shareholders of the Company 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 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 Hong Kong 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
"Corporate Bonds" the second tranche of Datang International Power
Generation Co., Ltd.'s corporate bonds in 2012 in an
aggregate amount of RMB3.0 billion issued by the
Company on 30 October 2014; details of which are set
out in the "Announcement on the Issuance of the
Second Tranche of Datang International Power
Generation Co., Ltd.'s Corporate Bonds in 2012"
dated 30 October 2014
"Counter Guarantee the counter guarantee arrangement under the Counter
Arrangement" Guarantee Undertaking Letter issued by the Company
in favour of CDC in consideration of the guarantee
portion provided by CDC in excess of its
shareholding ratio in the Company (i.e., 65.29%),
and the counter guarantee limit amounted to RMB1,959
million
"Counter Guarantee the counter guarantee undertaking letter dated 30
Undertaking Letter" October 2014 issued by the Company in favour of CDC
in respect of the Counter Guarantee Arrangement
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"Guarantee Letter" the full guarantee letter issued by CDC, in the
capacity of controlling shareholder on 16 September
2014 in favour of the Company in relation to the
issuance of Corporate Bonds by the Company
"H Share(s)" the overseas listed foreign shares of the Company
with a nominal value of RMB1.00 each, which are
listed on the Hong Kong 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
Hong Kong 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) of the Company
"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, 30 October 2014
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin,
Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*,
Zhao Jie*, Jiang Guohua*, Feng Genfu*
* Independent non-executive Directors