Connected Transactions Announcement
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: 991)
CONNECTED TRANSACTIONS ANNOUNCEMENT
ON FINANCIAL ASSISTANCE
AND
ANNOUNCEMENT PURSUANT TO RULE 13.17 OF THE LISTING RULES
THE GUARANTEE
The Board announces that Datang Overseas Investment, a wholly-owned subsidiary
of CDC, shall enter into a Guarantee with the Bank to pledge 358,680,000 H
shares of the Company to the Bank to secure the Loan Facility not exceeding
HK$690 million to be provided by the Bank to Hong Kong Company, a wholly-owned
subsidiary of the Company.
THE COUNTER GUARANTEE
In consideration of the provision of the Guarantee by Datang Overseas
Investment, the Board announces that the Company provided the Counter Guarantee
in favour of Datang Overseas Investment on 28 January 2011, pursuant to which
the Company agreed to provide a counter guarantee in favour of Datang Overseas
Investment against all amounts incurred by Hong Kong Company under the
Guarantee.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold
approximately 36.07% of the shares in the Company and Datang Overseas
Investment is a wholly-owned subsidiary of CDC. Accordingly, Datang Overseas
Investment is a connected person of the Company under Chapter 14A of the
Listing Rules and the Guarantee and Counter Guarantee constitute connected
transactions of the Company. As each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the Guarantee and
Counter Guarantee is higher than 0.1% and less than 5%, the Guarantee and
Counter Guarantee are only subject to the reporting and announcement
requirements but are exempt from the approval by the independent shareholders
of the Company under the requirements of Chapter 14A of the Listing Rules.
Since CDC is the controlling shareholder of the Company, the pledge of the
358,680,000 H shares of the Company by Datang Overseas Investment to the Bank
under the Guarantee also triggers disclosure obligation of the Company under
Rule 13.17 of the Listing Rules and therefore this announcement is also made by
the Company pursuant to Rule 13.17 of the Listing Rules.
THE GUARANTEE
Parties:
(a) The Bank; and
(b) Datang Overseas Investment
Material Terms of the Guarantee:
Under the Guarantee, Datang Overseas Investment will agree to pledge
358,680,000 H shares of the Company to the Bank to secure the Loan Facility to
be provided by the Bank to Hong Kong Company. The liability of Datang Overseas
Investment in respect of the Guarantee shall include the Loan Facility of not
exceeding HK$690 million, any interests accrued thereon, any commissions, fees
and charges payable by Hong Kong Company to the Bank and any legal or other
costs and expenses incurred by the Bank for the recovery of the Loan Facility
from Hong Kong Company.
The Company shall issue a further announcement on the Guarantee in accordance
with the requirements of Chapter 14A of the Listing Rules in the event that the
terms of the Guarantee (when it is being signed) are materially different from
the terms already disclosed in this announcement.
THE COUNTER GUARANTEE
Date:
28 January 2011
Parties:
(a) The Company; and
(b) Datang Overseas Investment
Material Terms of the Counter Guarantee:
In consideration of the provision of the Guarantee by Datang Overseas
Investment, the Company agreed to provide a counter guarantee in favour of
Datang Overseas Investment against all amounts incurred by Hong Kong Company
under the Guarantee. The term of the Counter Guarantee commences from the
effective date of the Guarantee to the expiry date of the Guarantee and the
two-years period thereafter. The Counter Guarantee will be provided on a
joint-liability basis.
The Counter Guarantee is conditional upon (i) the Guarantee becoming effective;
and (ii) the approval of the relevant matters relating to the Counter Guarantee
by the shareholders of the Company in the EGM as required under the Listing
Rules of the Shanghai Stock Exchange (Note).
Note:
According to the requirement of the Listing Rules of the Shanghai Stock
Exchange, as the asset-liability ratio of Hong Kong Company is over 70%, the
relevant matters relating to the Counter Guarantee is required to be submitted
to the EGM for shareholders' approval. CDC and its associates shall abstain
from voting in the EGM for approving this resolution.
REASONS AND BENEFITS OF ENTERING INTO THE GUARANTEE AND COUNTER GUARANTEE
Through the Guarantee and Counter Guarantee, Hong Kong Company will be granted
the Loan Facility to ensure its normal production and operations. The Directors
(including independent Directors) are of the view that the Guarantee and
Counter Guarantee are conducted on normal commercial terms during the Company's
ordinary course of business. These transactions are fair, reasonable and in the
interests of the Company and its shareholders as a whole.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold
approximately 36.07% of the shares in the Company and Datang Overseas
Investment is a wholly-owned subsidiary of CDC. Accordingly, Datang Overseas
Investment is a connected person of the Company under Chapter 14A of the
Listing Rules and the Guarantee and Counter Guarantee constitute connected
transactions of the Company. As each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the Guarantee and
Counter Guarantee is higher than 0.1% and less than 5%, the Guarantee and
Counter Guarantee are only subject to the reporting and announcement
requirements but are exempt from the approval by the independent shareholders
of the Company under the requirements of Chapter 14A of the Listing Rules.
Since CDC is the controlling shareholder of the Company, the pledge of the
358,680,000 H shares of the Company by Datang Overseas Investment to the Bank
under the Guarantee also triggers disclosure obligation of the Company under
Rule 13.17 of the Listing Rules and therefore this announcement is also made by
the Company pursuant to Rule 13.17 of the Listing Rules.
BOARD'S APPROVAL
The Counter Guarantee was considered and approved by the Board on 28 January
2011. Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang Qinghai, Directors who have
material interests in the transaction (by virtue of being the principal
management staff of CDC) have abstained from voting at the Board meeting for
approval of the Counter Guarantee.
INFORMATION ON RELEVANT PARTIES
1. Information relating to the Company
The Company is principally engaged in the construction and operation of power
plants, the sale of electricity and thermal power, the repair and maintenance
of power equipment and power related technical services, with its main service
areas being in the PRC.
As at the date of this announcement, the Company's aggregate external
guarantees amounted to approximately RMB5,692.12 million (unaudited),
accounting for 17.40% of the latest audited net assets of approximately
RMB32,716.94 million, which were all guarantees for the Company's subsidiaries,
jointly-controlled entities and associated companies. There were no overdue
external guarantees.
2. Information relating to Hong Kong Company
Hong Kong Company, a wholly-owned subsidiary of the Company, was set up in Hong
Kong in 2004 with a registered capital of US$2.9 million. It is principally
engaged in the development of power projects, coal trading and trading in the
four major pipelines for power plants.
3. Information relating to Datang Overseas Investment
Datang Overseas Investment was set up by CDC in Hong Kong in November 2006 and
is its wholly-owned subsidiary with a registered capital of US$5.0 million. It
is principally engaged in the development, investment, construction, operation
and management of electrical energy in China and overseas; the organisation of
production and sale of electricity (including thermal power); the
self-operation or agency representation in the imports and exports of various
types of merchandises and technologies (except for the merchandises and
technologies which were restricted from operation by the Company or prohibited
from importing and exporting by the State); the contracting for overseas
projects and exports of equipment and materials required therefor; the
development, transportation and trading of mineral resources including coal; as
well as asset management.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Bank" Bank of China (Hong Kong) Limited
"Board" the board of Directors
"CDC" China Datang Corporation, a State-owned enterprise
established under the laws of the PRC and a
substantial shareholder of the Company pursuant to
the Listing Rules which together with its
subsidiaries own approximately 36.07% 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 Stock Exchange and the
London Stock Exchange and whose A Shares are
listed on the Shanghai Stock Exchange
"Counter Guarantee" the counter guarantee dated 28 January 2011
executed by the Company in favour of Datang
Overseas Investment in respect of the Guarantee
"Datang Overseas China Datang Overseas Investment Co., Limited, a
Investment" wholly-owned subsidiary of CDC
"Director(s) " the director(s) of the Company
"EGM" the extraordinary general meeting of the Company
to be held on 22 March 2011 at the function room
of 5/F, InterContinental Hotel, No.11 Financial
Street, Xicheng District, Beijing, the PRC to
consider and approve, among others, the Counter
Guarantee
"Guarantee" the deed of guarantee to be entered into between
the Bank and Datang Overseas Investment to provide
security for the Loan Facility provided by the
Bank to Hong Kong Company
"Hong Kong Company" Datang International (Hong Kong) Limited, a
wholly-owned subsidiary of the Company
"Listing Rules" The Rules Governing the Listing of Securities on
the Stock Exchange
"Loan Facility" a general banking facility of not exceeding the
sum of HK$690 million agreed to be made available
to Hong Kong Company by the Bank
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 28 January 2011
As at the date of this announcement, the Directors of the Company are:Liu
Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li
Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors