Connected Transactions on Financial Assistance
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 TRANSACTIONS ANNOUNCEMENT
ON FINANCIAL ASSISTANCE
AND
ANNOUNCEMENT PURSUANT TO RULE 13.17 OF THE LISTING RULES
BACKGROUND
Datang Overseas Investment, a wholly-owned subsidiary of CDC, entered into the
Guarantee with the Bank to pledge 358,680,000 H shares of the Company to the
Bank to secure the Loan Facility of HK$660 million provided by the Bank to Hong
Kong Company, a wholly-owned subsidiary of the Company.
THE COUNTER GUARANTEE AGREEMENT
In consideration of the provision of the Guarantee by Datang Overseas
Investment, the Board announces that the Company entered into the Counter
Guarantee Agreement with Datang Overseas Investment on 17 April 2012 in favour
of Datang Overseas Investment, 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 and its pledge of 358,680,000
H shares of the Company to the Bank.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold
approximately 34.71% 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 the Counter Guarantee Agreement 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 the Counter Guarantee Agreement 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
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.
BACKGROUND
Under the Guarantee, Datang Overseas Investment agreed to pledge its
358,680,000 H shares of the Company to the Bank to secure the Loan Facility
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
HK$660 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 COUNTER GUARANTEE AGREEMENT
Date:
17 April 2012
Parties:
(a) The Company; and
(b) Datang Overseas Investment
Material Terms of the Counter Guarantee Agreement:
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 and its pledge of 358,680,000 H shares of the Company to
the Bank. The term of the Counter Guarantee Agreement commences from the
effective date of the Guarantee to the expiry date of the Guarantee and the
two-years period thereafter. The Counter Guarantee Agreement will be provided
on a joint-liability basis.
The Counter Guarantee Agreement is conditional upon obtaining the approval of
the relevant matters relating to the Counter Guarantee Agreement by the
shareholders of the Company at a general meeting of shareholders 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 Agreement is required to be
submitted to the general meeting of shareholders for shareholders' approval.
CDC and its associates shall abstain from voting at the general meeting of
shareholders for approving this resolution.
REASONS AND BENEFITS OF ENTERING INTO THE GUARANTEE AND COUNTER GUARANTEE
AGREEMENT
Through the Guarantee and Counter Guarantee Agreement, Hong Kong Company will
be granted the Loan Facility to ensure its normal production and operations.
The Directors (including the independent non-executive Directors) are of the
view that the Guarantee, and the Counter Guarantee Agreement 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 34.71% 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 the Counter Guarantee Agreement 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 Agreement is higher than 0.1% and less than 5%,
the Guarantee, and the Counter Guarantee Agreement 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
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 Agreement was considered and approved by the Board on 23
March 2012. No Director has a material interest in the Counter Guarantee
Agreement. Connected Directors, Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang
Qinghai, who are principal management staff of CDC, have abstained from voting
at the Board meeting for approval of the Counter Guarantee Agreement in
accordance with the requirements of the listing rule of the Shanghai Stock
Exchange.
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 RMB11,693.12 million (unaudited),
accounting for 21.92% of the latest audited net assets of approximately
RMB50,560.66 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 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 Stock Exchange and the
London Stock Exchange and whose A Shares are
listed on the Shanghai Stock Exchange
"Counter Guarantee the counter guarantee agreement dated 17 April
Agreement " 2012 executed by the Company in favour of Datang
Overseas Investment
"Datang Overseas China Datang Overseas (Hong Kong) Limited, a
Investment" wholly-owned subsidiary of CDC
"Director(s) " the director(s) of the Company
"Guarantee" the deed of guarantee 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 inthe sum of HK$660
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, 17 April 2012
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