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
ENTRUSTED LOAN CONTRACT
On 12 February 2015, the Company, Duolun Coal Chemical Company and Datang
Finance Company entered into the Entrusted Loan Contract. The Company shall
entrust Datang Finance Company as the lending agent to provide the entrusted
loan of an aggregate amount of RMB1 billion to Duolun Coal Chemical Company
during the term of the contract.
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. Duolun Coal
Chemical Company is a subsidiary of the Company and is owned as to 40% by CDC.
Datang Finance Company is a subsidiary of CDC. Both Duolun Coal Chemical
Company and Datang Finance Company are therefore connected persons of the
Company and the transaction under the Entrusted Loan Contract constitutes a
connected transaction of the Company under Chapter 14A of the Listing Rules.
As the applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) for the amount of the entrusted loan under the Entrusted Loan Contract
are all higher than 0.1% but lower than 5%, the Entrusted Loan Contract is only
subject to the reporting and announcement requirements under Chapter 14A of the
Listing Rules, but does not require the approval by the independent
Shareholders of the Company under Chapter 14A of the Listing Rules.
ENTRUSTED LOAN CONTRACT
Date and Subject Matter
On 12 February 2015, the Company, Duolun Coal Chemical Company and Datang
Finance Company entered into the Entrusted Loan Contract. The Company shall
entrust Datang Finance Company as the lending agent to provide the entrusted
loan of an aggregate amount of RMB1 billion to Duolun Coal Chemical Company
during the term of the contract.
Parties
1. The Company, as the entrusted lender;
2. Datang Finance Company, as the lending agent; and
3. Duolun Coal Chemical Company, as the borrower.
Major Terms
1. Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Contract, the Company entrusts Datang Finance
Company as the lending agent to provide the entrusted loan to Duolun Coal
Chemical Company.
2. Amount of the entrusted loan
The loan amount for Duolun Coal Chemical Company under the Entrusted Loan
Contract shall be RMB1 billion.
3. Term
The term is 12 months commencing from 12 February 2015 to 11 February 2016.
4. Interest rate
The loan interest rate shall be a floating rate, being the benchmark interest
rate to be charged for the same level of loans in RMB as announced for
implementation by the People's Bank of China on the actual date when the loan
is granted plus 10%. In the event that the People's Bank of China adjusts the
benchmark interest rate during the term of contract, 21st December of each year
shall be the adjustment date for the interest rate under the contract. The
adjusted borrowing interest rate will be the benchmark interest rate for the
same level of loans in RMB announced for implementation by the People's Bank of
China on the adjustment date plus 10%.
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% per
annum.
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 a subsidiary of the Company) are consolidated into the
accounts of the Company.
5. Calculation of interests
Interests under the entrusted loan shall be accrued on a daily basis and
settled on a quarterly basis. The settlement date falls on the twentieth (20th)
day of the last month of each quarter.
6. Handling fee
The handling fee of the entrusted loan shall be 0.01% of the amount under the
Entrusted Loan Contract. The handling fee of the entrusted loan shall be
settled by the Duolun Coal Chemical Company to Datang Finance Company in one
lump sum within five working days after the Entrusted Loan Contract becomes
effective.
7. Use of proceeds of the entrusted loan
Replenishment of liquidity and the replacement of due borrowings.
8. Repayment schedule of the entrusted loan
The specific withdrawal amount, withdrawal date, as well as repayment date
under the Entrusted Loan Contract are subject to the actual amount and dates as
stipulated in the loan certificate of Duolun Coal Chemical Company.
9. Effective date
The Entrusted Loan Contract shall become effective when it is duly signed by
the legal representatives or authorised agent of both parties and affixed with
their respective seals.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN CONTRACT
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 within the capital risks control measures under the
Financial Services Agreement entered into between the Company and Datang
Finance Company on 15 October 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 and the terms under the Entrusted Loan Contract are normal
commercial terms which confer no additional obligations nor risks on the
Company when compared with other entrusted loan contracts 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 Contract.
In order to ensure the replacement of due borrowings on schedule as well as to
replenish liquidity loans in a timely manner, the Company provides the
entrusted loan of not exceeding RMB1 billion to Duolun Coal Chemical Company.
The Company is of the view that the entrusted loan will be primarily utilised
by Duolun Coal Chemical Company to replenish its liquidity loans and replace
due borrowings, and is thus beneficial for the smooth progress of the
production and operation activities of Duolun Coal Chemical Company.
Considering the possible higher financial costs for Duolun Coal Chemical
Company to obtain the same loan from other commercial banks when compared 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 Duolun Coal Chemical
Company (being the subsidiary of the Company) are consolidated into the
accounts of the Company.
DIRECTORS' CONFIRMATION
The Directors (including the independent non-executive Directors) are of the
view that the terms of the Entrusted Loan Contract are fair and reasonable,
have been entered into after arm's length negotiation between all parties
thereto and determined on normal commercial terms in ordinary and usual course
of business and is in the interests of the Company and its Shareholders as a
whole.
INFORMATION ON THE PARTIES
1. 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. Duolun Coal Chemical Company
Duolun Coal Chemical Company, a subsidiary of the Company, was duly established
on 19 August 2009 with a paid-in capital of RMB4,050 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, a wholly-owned subsidiary of the Company, holds 60% equity
interests, and CDC holds 40% equity interests.
3. 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 RMB4,869,871,590.23. Its
principal business includes, among others, the provision of deposit services,
loan services, entrusted loan services and entrusted investment services.
4. CDC
CDC was established on 9 March 2003 and has a registered capital of RMB18.009
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 hold
approximately 34.71% of the issued share capital of the Company. Duolun Coal
Chemical Company is a subsidiary of the Company and is owned as to 40% by CDC.
Datang Finance Company is a subsidiary of CDC. Both Duolun Coal Chemical
Company and Datang Finance Company are therefore connected persons of the
Company and the transaction under the Entrusted Loan Contract constitutes a
connected transaction of the Company under Chapter 14A of the Listing Rules.
As the applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) for the amount of the entrusted loan under the Entrusted Loan Contract
are all higher than 0.1% but lower than 5%, the Entrusted Loan Contract is only
subject to the reporting and announcement requirements under Chapter 14A of the
Listing Rules, but does not require the approval by the independent
Shareholders of the Company under Chapter 14A of the Listing Rules.
BOARD'S APPROVAL
The seventeenth meeting of the eighth session of the Board of the Company has
approved the transactions under the Entrusted Loan Contract. None of the
Directors has any material interests in the Entrusted Loan Contract. Those
connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan (all of
whom are the key management personnel of CDC), have abstained from voting for
approval of such resolution in accordance with the listing rules of the
Shanghai Stock Exchange.
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 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
"Datang Finance Company" Datang Corporation Finance Limited Company ,
a controlling subsidiary of CDC
"Directors" the director(s) of the Company
"Duolun Coal Chemical Datang Inner Mongolia Duolun Coal Chemical
Company" Company Limited , a subsidiary of the
Company, the details of which are set out in
the section headed "Information on the
Parties"
"Energy and Chemical Datang Energy and Chemical Company Limited ,
Company" a wholly-owned subsidiary of the Company
"Entrusted Loan Arrangement" the arrangement where Datang Finance Company
is entrusted by the Company to act as a
lending agent to release the entrusted loan
to Duolun Coal Chemical Company pursuant to
the Entrusted Loan Contract
"Entrusted Loan Contract" the entrusted loan contract entered into on
12 February 2015 between the Company, Datang
Finance Company and Duolun Coal Chemical
Company in respect of the Entrusted Loan
Arrangement
"Financial Services the financial services agreement entered into
Agreement" between the Company and Datang Finance
Company on 15 October 2013, for particulars
of which please refer to the Company's
circular dated 5 November 2013
"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 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 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, 13 February 2015
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