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 18 May 2015, Zhungeer Company and Renewable Resource Company, both being the subsidiaries of the
Company, entered into the Entrusted Loan Agreement with Hohhot Branch of China CITIC Bank, pursuant
to which, Zhungeer Company shall entrust Hohhot Branch of China CITIC Bank to act as the lending
agent to provide entrusted loan of an aggregate amount of RMB150 million to Renewable Resource
Company during the term of the agreement.
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. Both Renewable Resource Company and Zhungeer Company are
subsidiaries of the Company, and Renewable Resource Company is owned as to 10.65% by Guoneng Zhixin,
a subsidiary of CDC. Renewable Resource Company is therefore a connected person of the Company and
the transaction under the Entrusted Loan Agreement constitutes a connected transaction of the
Company under Chapter 14A of the Listing Rules.
As one or more of 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 Agreement is more than 0.1% but less
than 5%, and all the other applicable percentage ratios are less than 5%, the Entrusted Loan
Agreement is only subject to the reporting and announcement requirements under Chapter 14A of the
Listing Rules, but exempt from the approval by the independent Shareholders of the Company under
Chapter 14A of the Listing Rules.
ENTRUSTED LOAN AGREEMENT
Date and Subject Matter
On 18 May 2015, Zhungeer Company and Renewable Resource Company, both being the subsidiaries of the
Company, entered into the Entrusted Loan Agreement with Hohhot Branch of China CITIC Bank, pursuant
to which, Zhungeer Company shall entrust Hohhot Branch of China CITIC Bank to act as the lending
agent to provide entrusted loan of an aggregate amount of RMB150 million to Renewable Resource
Company during the term of the agreement.
Parties
1. Zhungeer Company, as the entrusted lender;
2. Hohhot Branch of China CITIC Bank, as the lending agent; and
3. Renewable Resource Company, as the borrower.
To the best of the Company's knowledge, information and belief having made all reasonable enquiries,
Hohhot Branch of China CITIC Bank and its ultimate beneficial owners (if any) is a third party
independent of the Company and its connected persons.
Major Terms
1. Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Agreement, Zhungeer Company shall entrust Hohhot Branch of China
CITIC Bank to act as the lending agent to provide entrusted loan to Renewable
Resource Company.
2. Amount of the entrusted loan
The loan amount for Renewable Resource Company under the Entrusted Loan Agreement shall be
RMB150 million.
3. Term
The term is 12 months commencing from 18 May 2015 to 17 May 2016.
4. Interest rate
The loan interest rate under the agreement is 5.1%. 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. In the event that the People's Bank of China adjusts the benchmark interest rate during
the term of the agreement, the adjustment date for the benchmark interest rate shall be the
adjustment date for the interest rate under the agreement. 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.
5. Calculation of interests
Interests under the entrusted loan shall be accrued on a daily basis and shall be 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 0.02% of the loan amount under the Entrusted Loan
Agreement, which is arrived at with reference to the standard handling fee commercial banks for
the provision of same level of entrusted loan amount, and the handling fee is at certain discount
on that basis. The handling fee of the entrusted loan shall be settled by Renewable Resource
Company to Hohhot Branch of China CITIC Bank in one lump sum on the actual date of granting the
loan.
7. Use of proceeds of the entrusted loan
The loan will be utilised for the replacement of due entrusted loan.
8. Repayment schedule of the entrusted loan
Interests shall be paid in fixed terms and the principal shall be repaid upon maturity.
9. Effective date
The Entrusted Loan Agreement shall become effective when it is duly signed by the legal
representatives or authorised agents of the parties and with their respective seals or specific
seals for agreements affixed therein.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT
In order to ensure the smooth progress of the production and operation activities of Renewable
Resource Company, Zhungeer Company provides the entrusted loan of not exceeding RMB150 million to
Renewable Resource Company in aggregate. The Company is of the view that, given both Zhungeer
Company and Renewable Resource Company are subsidiaries of the Company, the entrusted loan is
beneficial to enhancing the utilisation efficiency of Zhungeer Company's capital while effectively
satisfying the capital needs of Renewable Resource Company; and the terms of the Entrusted Loan
Agreement are fair and reasonable, have been entered into after arm's length negotiation among all
parties thereto and determined on normal commercial terms, and are in the interests of the Company
and its Shareholders as a whole.
Considering the possible higher financial costs for Renewable Resource Company to obtain the same
loan from other commercial banks when compared with the financial costs incurred by obtaining the
funding of the entrusted loan from Zhungeer Company, the Group considers that the overall capital
costs to the Group will be relatively reduced after the accounts of Renewable Resource Company
(being the subsidiary of the Company) are consolidated into the accounts of the Company.
INFORMATION RELATING TO THE PARTIES OF THE AGREEMENT
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. Renewable Resource Company
Renewable Resource Company is a subsidiary of the Company with registered capital of RMB110
million, and is held by the following parties in the following ratio: 40.35% as to the Company;
49% as to Duolun Xinyuan Renewable Resource Company Limited; 10.65% as to Guoneng Zhixin.
3. Hohhot Branch of China CITIC Bank
Hohhot Branch of China CITIC Bank is a commercial bank established by China CITIC Bank within the
PRC. China CITIC Bank provides corporate and institutional customers with integrated financial
solutions, including corporate banking business, international business, financial market
business, institution business, investment banking business and factoring business.
4. CDC and Guoneng Zhixin
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, 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.
Commencing from November 2013, Guoneng Zhixin became a wholly-owned subsidiary of CDC. Guoneng
Zhixin holds 10.65% equity interest in Renewable Resource Company.
5. Zhungeer Company
Zhungeer Company, a subsidiary of the Company and is owned as to 52% by the Company, which is
principally engaged in the development, construction and operation of Kongduigou mine and
processing factory project within Zhungeer Banner, Ordos City, Inner Mongolia Autonomous Region.
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. Both Renewable Resource Company and Zhungeer Company are
subsidiaries of the Company, and Renewable Resource Company is owned as to 10.65% by Guoneng Zhixin,
a subsidiary of CDC. Renewable Resource Company is therefore a connected person of the Company and
the transaction under the Entrusted Loan Agreement constitutes a connected transaction of the
Company under Chapter 14A of the Listing Rules.
As one or more of 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 Agreement is more than 0.1% but less
than 5%, and all the other applicable percentage ratios are less than 5%, the Entrusted Loan
Agreement is only subject to the reporting and announcement requirements under Chapter 14A of the
Listing Rules, but exempt from the approval by the independent Shareholders of the Company under
Chapter 14A of the Listing Rules.
BOARD'S APPROVAL
The transaction under the Entrusted Loan Agreement is still subject to the approval by the Board of
the Company, and independent Directors would express their opinions in such regard. No Director has
any material interests in the Entrusted Loan Agreement. Those connected Directors, namely Chen
Jinhang, Hu Shengmu and Liang Yongpan (all of whom are the key management personnel of CDC), will
abstain from voting for approval of such resolution in accordance with the listing rules of the
Shanghai Stock Exchange. In case the Board rejects the transaction under the Entrusted Loan
Agreement, Zhungeer Company would withdraw the provision of entrusted loan under the agreement in
accordance with the relevant procedures.
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, owns approximately
34.71% of the issued share capital of the Company as at the date of
this announcement
"China CITIC Bank" China CITIC Bank Corporation Limited
"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
"Directors" the director(s) of the Company
"Entrusted Loan Agreement" the entrusted loan agreement entered into on 18 May 2015 between
Zhungeer Company, Hohhot Branch of China CITIC Bank and Renewable
Resource Company in respect of the Entrusted Loan Arrangement
"Entrusted Loan Arrangement" the arrangement where Hohhot Branch of China CITIC Bank is appointed
by Zhungeer Company to act as the lending agent to grant the
entrusted loan to Renewable Resource Company pursuant to the
Entrusted Loan Agreement
"Group" the Company and its subsidiaries
"Guoneng Zhixin" Beijing Guoneng Zhixin Investment. Co., Ltd., a wholly-owned
subsidiary of CDC, details of which are set out in the section
entitled "Information Relating to the Parties of the Agreement"
"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
"Hohhot Branch of China CITIC Hohhot Branch of China CITIC Bank Corporation Limited, details of
Bank" which are set out in the section entitled "Information Relating to
the Parties of the Agreement"
"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
"Renewable Resource Company" Inner Mongolia Datang International Renewable Energy Resource
Development Company Limited, a subsidiary of the Company, details of
which are set out in the section entitled "Information Relating to
the Parties of the Agreement"
"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
"Zhungeer Company" Inner Mongolia Datang International Zhungeer Mining Company Limited,
a subsidiary of the Company, details of which are set out in the
section entitled "Information Relating to the Parties of the
Agreement"
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 19 May 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