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 21 May 2015, the Company, Duolun Coal Chemical Company and Construction Bank
Railway Sub-branch entered into the Entrusted Loan Contract, pursuant to which,
the Company shall entrust Construction Bank Railway Sub-branch to act 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.
Duolun Coal Chemical Company is therefore a connected person 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 all 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
Contract when aggregated with the Previous Transaction 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 21 May 2015, the Company, Duolun Coal Chemical Company and Construction Bank
Railway Sub-branch entered into the Entrusted Loan Contract, pursuant to which,
the Company shall entrust Construction Bank Railway Sub-branch to act 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. Construction Bank Railway Sub-branch, as the lending agent; and
3. Duolun Coal Chemical Company, as the borrower.
To the best of the Company's knowledge information and belief having made all
reasonable enquiries, Construction Bank Railway Sub-branch and its ultimate
beneficial areas (if any) is a third party independent of the Company and its
connected person.
Major Terms
1. Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Contract, the Company shall entrust Construction
Bank Railway Sub-branch to act 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 21 May 2015 to 20 May 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 5.1% 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 0.02% of the loan amount under
the Entrusted Loan Contract, which is arrived at with reference to the standard
handling fee charged by 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 the Company
to Construction Bank Railway Sub-branch in one lump sum on the actual date of
granting the loan.
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 the parties with their
respective seals affixed therein.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN CONTRACT
In order to ensure the replacement of due borrowings on schedule as well as to
replenish liquid capital 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, which will be primarily utilised by
Duolun Coal Chemical Company to replenish its liquidity loans and replace due
borrowings, 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.
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 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. 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. Construction Bank Railway Sub-branch
Construction Bank Railway Sub-branch is a commercial bank incorporated by China
Construction Bank Corporation in Fengtai District, Beijing on 28 March 1997. It
is principally engaged in the provision of RMB deposits, loans and settlement
services, import bill discounting, agency issue of financial bonds, agency
issue, agency acceptance and underwriting of government bonds, trading of
government bonds, agency collection and payment, and insurance agency.
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.
Duolun Coal Chemical Company is therefore a connected person 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 all 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
Contract when aggregated with the Previous Transaction 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
"Construction Bank Railway Beijing Railway Sub-branch of China
Sub-branch" Construction Bank Corporation, details of
which are set out in the section headed
"Information Relating to the Parties of the
Agreement"
"Directors" the director(s) of the Company
"Duolun Coal Chemical Datang Inner Mongolia Duolun Coal Chemical
Company" Company Limited, a subsidiary of the Company,
details of which are set out in the section
headed "Information Relating to the Parties
of the Agreement"
"Entrusted Loan Arrangement" the arrangement where Construction Bank
Railway Sub-branch 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
21 May 2015 between the Company, Construction
Bank Railway Sub-branch and Duolun Coal
Chemical Company in respect of the Entrusted
Loan Arrangement
"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
"Previous Transaction" the provision of entrusted loan under the
entrusted loan agreement dated 12 February
2015, details of which please refer to the
announcement of the Company dated 13 February
2015
"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, 21 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