Miscellaneous
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of thisannouncement, 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)
ANNOUNCEMENT
DISCLOSEABLE TRANSACTION
AND
CONTINUING CONNECTED TRANSACTIONS
Financial Services Agreement
The Board announces that on 26 October 2010, the Company and Datang Finance
entered into the Financial Services Agreement with a term of three years
commencing from 1 January 2011 and ending on 31 December 2013, pursuant to
which Datang Finance agreed to provide the Group with deposit services, loan
services and other financial services subject to the terms and conditions
provided therein.
Discloseable Transaction and Continuing Connected Transactions
As one of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) in relation to the provision of deposit services under the
Financial Services Agreement is more than 5% but less than 25%, the Financial
Services Agreement constitutes a discloseable transaction of the Company and is
subject to the reporting and announcement requirements under Chapter 14 of the
Listing Rules.
As at the date of this announcement, CDC is the controlling shareholder of
Datang Finance which holds a 52.5% interest in Datang Finance. CDC is a
controlling Shareholder of the Company which, together with its subsidiaries,
hold a total of approximately 36.07% of the issued share capital of the
Company. Accordingly, Datang Finance is a connected person of the Company and
the Financial Services Agreement constitutes continuing connected transactions
of the Company under Chapter 14A of the Listing Rules.
As one of the applicable percentage ratios for the provision of deposit
services under the Financial Services Agreement is more than 5%, the provision
of deposit services under the Financial Services Agreement is subject to the
reporting, announcement and independent Shareholders' approval requirements
under Chapter 14A of the Listing Rules. The Company will also disclose the
relevant details in its next published annual report in accordance with the
relevant requirements as set out in Rule 14A.45 of the Listing Rules.
The loan services to be provided by Datang Finance to the Group will constitute
financial assistance to be provided by a connected person for the benefit of
the Group. As such services are on normal commercial terms which are similar to
or even more favourable than those offered by other commercial banks for
comparable services in the PRC, and no security over the assets of the Group
will be granted in respect of the loan services, the loan services are exempt
under Rule 14A.65(4) of the Listing Rules from all reporting, announcement and
independent Shareholders' approval requirements.
The Company expects that each of the applicable percentage ratios (as defined
in Rule 14.07 of the Listing Rules) of the total fees payable by the Company to
Datang Finance in respect of the provision of the other financial services
under the Financial Services Agreement will fall within the de minimis
threshold as stipulated under Rule 14A.33(3) of the Listing Rules. The Company
will comply with the reporting, announcement and independent Shareholders'
approval requirements of the Listing Rules if the transaction amount of the
other financial services to be provided by Datang Finance to the Group under
the Financial Services Agreement exceed the relevant threshold.
A circular containing details of the Financial Services Agreement, a letter
from the Independent Board Committee of the Company and a letter from the
independent financial advisor, both advising the terms of the Financial
Services Agreement, will be dispatched to the Shareholders as soon as possible.
BACKGROUND
On 28 August 2008, the Company and Datang Finance entered into the financial
services agreement with a term commencing from 1 January 2008 to 31 December
2010. In order to further enhance the economies of scale of the capital,
accelerate capital turnover, save financing costs and ensure funds security
while maintaining stability of the partnership between the two parties, the
relevant financial services agreement is renewed. On 26 October 2010, the
Company and Datang Finance entered into the Financial Services Agreement, with
a term of three years commencing from 1 January 2011 and ending on 31 December
2013.
FINANCIAL SERVICES AGREEMENT
Date
26 October 2010
Parties
1. the Company; and
2. Datang Finance
Major Terms
1. Datang Finance shall provide the Group with the following major services
subject to the terms and conditions provided therein:
i. financial and financing consultation, credit certification and other relevant
advisory and agency services;
ii. provision of guarantees to the Group;
iii. entrusted loans services;
iv. settlement services;
v. deposit services;
vi. loans and finance leasing services;
vii. other financial services at the request of the Company provided that the
relevant approvals from the CBRC are obtained.
2. Deposit cap: the daily maximum balance of the Group's deposits with Datang
Finance for each of the three years ending 31 December 2011, 31 December 2012
and 31 December 2013 is RMB8 billion.
3. Datang Finance has undertaken to adhere to the principles below in providing
the afore-mentioned financial services to the Group:
i. the interest rate for the Group's deposits with Datang Finance shall be fixed
as the agreed deposit interest rate as announced by the PBOC from time to time;
ii. the interest rate for loans to be granted to the Group by Datang Finance shall
be the base lending rate as announced by the PBOC from time to time less 10% of
such rate;
iii. the fees to be charged by Datang Finance for the provision of other financial
services to the Group, other than deposits and loans services, shall not be
higher than the rates to be charged by the other financial institutions for the
same types of services; and
iv. Datang Finance should ensure the stable operation of its fund management system
to safeguard the funds, and to monitor the credit risk so as to satisfy the
payment needs of the Group.
4. The Group, with information of market rates and in view of its own interests,
has the unilateral right to determine whether or not to maintain the business
relationship with Datang Finance, and may obtain relevant financial services
from other financial institutions in addition to those services provided under
the Financial Services Agreement in accordance with the actual situations.
5. The effective date and the term of the Financial Services Agreement: The
Financial Services Agreement shall become effective upon being signed and
sealed by the respective representatives of the Company and Datang Finance and
the term shall be from 1 January 2011 to 31 December 2013.
Capital Risk Control Measures
1. Datang Finance will ensure the safe and stable operation of the funds
management information system, which has undergone the security test in respect
of connection to the online commercial banking and has reached the national
security standards for commercial banks. The system is equipped with the mode
awarded with CA safety certificate to ensure the security of the funds of the
Group.
2. Datang Finance will ensure that it is in strict compliance with the risk
monitoring indicators for financial institutions issued by the CBRC and that
its major regulatoryindicators such as gearing ratio, interbank borrowing ratio
and liquidity ratio will also comply with the requirements of the CBRC.
3. Any balance in the Group's deposits (after deducting the amount used for making
entrusted loans and the loans made to the Group by Datang Finance) will be
redeposited into one or more commercial banks in the PRC as interbank deposits.
4. A report on the status of the Group's deposits with Datang Finance will be
delivered by Datang Finance to the chief financial officer of the Company
before 10 a.m. of each business day to enable the chief financial officer of
the Company to monitor and ensure that the daily maximum deposit balance of the
Group with Datang Finance does not exceed the cap of RMB8 billion.
5. A copy of every regulatory report submitted by Datang Finance to the CBRC will
be provided to and reviewed by the senior management of the Company, including
the relevant Executive Director(s).
6. The financial statements of Datang Finance for each month will be provided to
and reviewed by the senior management of the Company, including the relevant
executive director(s), on the fifth working day of the following month.
PROPOSED CAPS
Deposit Services:
Pursuant to the financial service agreement entered into between Datang Finance
and the Company on 28 August 2008, the average daily balance per annum of the
Group's deposits with Datang Finance amounted to RMB987 million, RMB1,471
million and RMB1,395 million for the two years ended 31 December 2008 and 31
December 2009 and the nine months ended 30 September 2010, respectively.
In view of the Company's business growth and increase in demand for financial
services, the Company estimates that the proposed caps in respect of the daily
maximum deposit balance with Datang Finance is RMB8 billion for each of the
three years ending 31 December 2011, 31 December 2012 and 31 December 2013
after taking into account of the following:
1. In order to strengthen the centralised management of funds and monitor the use
of funds, the Group will roll out a "funding pool" platform through Datang
Finance. Such platform amasses the funds of the Group and enables loans to be
granted within the Group by capitalising on the leeway arising from the
difference in the time for receipt and payment of funds of the members of the
Group, as well as the favourable conditions of a float down interest rate of
10% granted by Datang Finance to the Group, with an aim to support the
development of the Group.
2. In respect of the Group's funds settlement business at Datang Finance,
settlement expenses will be undertaken by Datang Finance.
3. CDC undertakes the following to the CBRC: in the event that Datang Finance is
in urgent difficulty in making payment, CDC will raise Datang Finance's capital
accordingly based on the actual need.
The Directors (excluding the independent non-executive Directors, whose views
will be contained in the circular after considering the advice from the
independent financial advisor) consider that the above proposed cap in respect
of the deposit service is fair and reasonable.
Loan Services:
In view of the fact that the loan services to be provided by Datang Finance to
the Group are on normal commercial terms which are similar to or even more
favourable than those offered by other commercial banks in the PRC, and that no
collateral against the assets of the Group will be required in respect of the
loan services, the loan services are exempt under Rule 14A.65(4) of the Listing
Rules from all reporting, announcement and independent Shareholders' approval
requirements. As such, no cap has been set for such services. The Directors
(including the independent non-executive Directors) consider that the loan
services to be provided under the Financial Services Agreement are fair and
reasonable and in the interests of the Shareholders as a whole.
Other Services:
Apart from the deposit services and the loan services, other financial services
which may be provided by Datang Finance to the Company mainly include entrusted
loans services, finance leasing services, bill acceptance and discount
services, and so forth.
The other services to be provided under the Financial Services Agreement will
be on normal commercial terms and on terms similar to or even more favourable
than those offered by other commercial banks in the PRC. The Directors
(including the independent non-executive Directors) consider that the other
services provided under the Financial Services Agreement are fair and
reasonable and in the interests of the Shareholders as a whole.
The Company expects that each of the applicable percentage ratios (as defined
in Chapter 14 of the Listing Rules) of the total fees payable by the Company to
Datang Finance will fall within the de minimis threshold as stipulated under
Rule 14A.33(3) of the Listing Rules. The Company will comply with the
reporting, announcement and independent Shareholders' approval requirements of
the Listing Rules if the transaction amounts of the other services to be
provided by Datang Finance to the Group under the Financial Services Agreement
exceed the relevant threshold.
BENEFITS AND REASONS OF ENTERING INTO THE FINANCIAL SERVICES AGREEMENT
By entering into the Financial Services Agreement with Datang Finance, the
Company is able to secure lower interest rates for loans, thereby improving the
overall funds operation of the Group and enhancing the funds management and
control of the Group and hence mitigating its operating risks. It can also
accelerate the turnover of funds and reduce transaction costs and expenses,
thereby further enhancing the quality and efficiency of funds utilisation.
Meanwhile, the financial services to be provided under the Financial Services
Agreement are diversified and can meet the business needs of the Company. .
In view of the above, the Directors (excluding the independent non-executive
Directors whose views will be contained in the circular after considering the
advice from the independent financial advisor) believe that the credit risk
control measures under the Financial Services Agreement are adequate enough to
cover the risks involved in depositing funds of the Group with Datang Finance
and the provision of financial services under the Financial Services Agreement
are fair and reasonable and in the best interests of the Company and the
Shareholders as a whole.
INFORMATION RELATING TO PARTIES OF THE FINANCIAL SERVICES AGREEMENT
Information on the Group
The Group 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 and power-related technical services, with its
main service areas being in the PRC.
Information relating to Datang Finance
Datang Finance Company is duly established in the PRC as a non-banking
financial institution. As at the date of this announcement, its registered
capital is RMB1,600 million. The principal business of Datang Finance Company
includes the provision of, among others, deposit services, loan services,
entrusted loan services and entrusted investment services.
DISCLOSEABLE TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS
As one of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) in relation to the provision of deposit service is more than 5%
but less than 25%, the Financial Services Agreement constitutes a discloseable
transaction of the Company and is subject to the reporting and announcement
requirements under Chapter 14 of the Listing Rules.
As at the date of this announcement, CDC is the controlling shareholder of
Datang Finance and holds a 52.5% interest in Datang Finance. CDC is a
controlling Shareholder of the Company, which together with its subsidiaries,
hold a total of approximately 36.07% of the issued share capital of the
Company. Accordingly, Datang Finance is a connected person of the Company and
the Financial Services Agreement constitutes continuing connected transactions
of the Company under Chapter 14A of the Listing Rules. As one of the applicable
percentage ratios for the provision of deposit services is more than 5%, the
provision of deposit service under the Financial Services Agreement is subject
to the reporting, announcement and independent Shareholders' approval
requirements under Chapter 14A of the Listing Rules. The Company will also
disclose the relevant details in its next published annual report of the
Company in accordance with the relevant requirements as set out in Rule 14A.45
of the Listing Rules.
The loan services to be provided by Datang Finance to the Group will constitute
financial assistance to be provided by a connected person for the benefit of
the Group. As such services are on normal commercial terms which are similar to
or even more favourable than those offered by other commercial banks for
comparable services in the PRC, and no collateral against the assets of the
Group will be required in respect of the loan services, the loan services are
exempt under Rule 14A.65(4) of the Listing Rules from all reporting,
announcement and independent Shareholders' approval requirements.
The Company expects that each of the applicable percentage ratios (as defined
in Chapter 14 of the Listing Rules) of the total fees payable by the Company to
Datang Finance in respect of the provision of financial services other than
deposit and loan services by Datang Finance to the Group under the Financial
Services Agreement will fall within the de minimis threshold as stipulated
under Rule 14A.33(3) of the Listing Rules. The Company will comply with the
reporting, announcement and independent Shareholders' approval requirements of
the Listing Rules if the transaction amounts of the other financial services to
be provided by Datang Finance to the Group under the Financial Services
Agreement exceed the relevant threshold.
Directors who have material interests in the Financial Services Agreement (by
virtue of being key management staff of CDC) have abstained from voting at the
relevant Board meetings for approval of the Financial Services Agreement.
The Company will hold an EGM to consider and approve the provision of deposit
service under the Financial Services Agreement. CDC and its associates shall
abstain from voting at the EGM in approving the provision of deposit service
under the Financial Services Agreement.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR
An independent board committee comprising all the independent Directors (who
have no material interest in the Financial Services Agreement) will be formed
to advise the independent Shareholders on the terms of the Financial Services
Agreement.
The Company will appoint an independent financial advisor to advise the
Independent Board Committee of the Company and the independent Shareholders on
the terms of the Financial Services Agreement.
DESPATCH OF CIRCULAR
A circular containing details of the Financial Services Agreement, a letter
from the independent board committee of the Company and a letter from the
independent financial advisor, both advising the terms of the Financial
Services Agreement, and the notice of the EGM will be despatched to the
Shareholders in accordance with the Listing Rules on or before 16 November
2010.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below
unless the context otherwise requires:
"Board" the board of Directors
"CBRC" China Banking Regulatory Commission
"CDC" China Datang Corporation, a State-owned enterprise established
under the laws of the PRC and is a controlling Shareholder of the
Company pursuant to the Listing Rules which owns 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
"connected has the meaning ascribed to it under the Listing Rules
transaction"
"Datang China Datang Finance Co., Ltd.,
Finance" a subsidiary controlled by CDC. As at
the date of this announcement, CDC holds a 52.5% interest in
Datang Finance
"Director(s)" the director(s) of the Company
"EGM" the extraordinary general meeting of the Company to be held to
consider and approve, among others, the deposit service under the
Financial Services Agreement
"Financial the agreement entered into between the Company and Datang Finance
Services on 26 October 2010, particulars of which are set out in the
Agreement" announcement
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Listing The Rules Governing the Listing of Securities on the Stock
Rules" Exchange
"PBOC" People's Bank of China
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Shareholder the holder(s) of the Share(s)
(s)"
"Stock The Stock Exchange of Hong Kong Limited
Exchange"
"%" percentage
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 26 October 2010
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