Overseas Regulatory 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: 00991)
OVERSEAS REGULATORY ANNOUNCEMENT
INDICATIVE ANNOUNCEMENT ON
THE LISTING OF THE TRADEABLE SHARES
WITH SELLING RESTRICTIONS
Special Notice:
The board of directors (the "Board") and all directors (the "Directors") of the
Company warrant that there are no false representations and misleading
statements contained in, or material omissions from, this announcement, and
severally and jointly accept the responsibility for the truthfulness, accuracy
and completeness of the contents of this announcement.
This announcement is made pursuant to Rules 13.10(B) the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules").
Notice on important information:
The number of tradable restricted shares to be listed this time amounts to
100,000,000 shares.
The date of listing and trading of the tradable restricted shares this time is
30 May 2014.
I. TYPE OF TRADABLE RESTRICTED SHARES TO BE LISTED THIS TIME
1. The tradable restricted shares to be listed this round are non-publicly
issued tradable restricted shares.
2. The approval status of the non-publicly issued tradable shares with
selling restrictions:
(1) The time of approval and share registration of the non-publicly
issued tradable restricted shares
Pursuant to the approval document CSRC Permit [2010] No. 1842, i.e.
"Approval for the Non-public Issuance of Shares of Datang
International Power Generation Co., Ltd." from China Securities
Regulatory Commission ("CSRC"), the Company has issued
1,000,000,000 RMB ordinary shares (A Shares) to nine specific
investors by way of non-public issue at an issue price of RMB6.74
per share. The deposit procedures with Shanghai Branch of China
Securities Depository and Clearing Corporation Limited were
completed on 30 May 2011. Upon completion of these non-public
issuance of shares, the total share capital of the Company
increased to 13,310,037,578 shares. On 1 June 2011, the
"Announcement on the Results of Non-Public Issuance of Shares and
Changes of Shareholdings of Datang Power" (Announcement No.
2011-36) was published by the Company on the China Securities
Journal, the Shanghai Securities News as well as on the website of
the Shanghai Stock Exchange and the website of the Company.
(2) Arrangement for the lock-up period
Pursuant to the relevant requirements under "Measures Governing the
Issuance of Securities by Listed Companies", the A Shares issued
under non-public issuance were tradable restricted shares which
shall not be transferred during the lock-up period. Among which,
the lock-up period of the shares subscribed by China Datang
Corporation ("CDC"), the controlling shareholder of the Company,
was 36 months and the estimated time for listing and trading of
such shares will be 30 May 2014. The lock-up period of shares
subscribed by the other eight target subscribers was 12 months and
the time for listing and trading of such shares was 30 May 2012.
II. CHANGE IN THE NUMBER OF TRADABLE SHARE CAPTIAL OF THE COMPANY TO DATE AFTER
THE ISSUANCE OF THIS ROUND OF TRADABLE RESTRICTED SHARES
On 30 May 2012, other than the shares subscribed by CDC, the shares
subscribed by the other eight target subscribers have been released from
restriction and were available for listing and trading. The total number of
tradable restricted shares released was 900,000,000 shares, representing
approximately 6.76% of the total share capital of the Company. To date, the
total number of tradable shares with selling restrictions of the Company is
100,000,000 shares, representing approximately 0.75% of the total share
capital of the Company (for details, please refer to the "Indicative
Announcement on the Listing of the Tradable Restricted Shares of Datang
Power" issued by the Company on 21 May 2012).
III. UNDERTAKINGS IN RELATION TO THIS ROUND OF LISTING AND TRADING OF THE
TRADEABLE SHARES WITH SELLING RESTRICTIONS
During this round of non-public issuance of shares by the Company, CDC has
undertaken that: Starting from 30 May 2011, the 100,000,000 A Shares issued
by the Company by way of non-public issuance and subscribed by CDC would
not be put to listing and trading for a period of 36 months. As at the date
of this announcement, CDC has strictly complied with its undertaking.
There is no non-compliance of undertakings by the holders of tradable
restricted shares applying for listing this round that would affect this
round of listing and trading of the tradable restricted shares.
IV. APPROPRIATION OF FUNDS BY THE CONTROLLING SHAREHOLDER AND ITS RELATED
PARITES
There is no appropriation of funds by the controlling shareholder and its
related parties of the Company.
V. LISTING AND TRADING OF THE TRADABLE RESTRICTED SHARES THIS TIME
The number of tradable restricted shares to be listed this time amounts to
100,000,000 shares;
The date of listing and trading of the tradable restricted shares this time
is 30 May 2014;
Details on this round of listing of tradable restricted shares:
No. Name of Number of Percentage of Number of Remaining
shareholder tradable tradable shares listed number of
restricted restricted this round tradable
shares held shares held in (unit: shares) restricted
the Company's shares
(unit: shares) total share (unit:
capital (%) shares)
1 CDC 100,000,000 0.75 100,000,000 0
Total 100,000,000 0.75 100,000,000 0
VI. TABLE ILLUSTRATING CHANGE OF SHAREHOLDING STRUCTURE
Unit: Shares Before this Change After this
round of round of
listing listing
Tradable State-owned legal 100,000,000 -100,000,000 0
restricted person shares
shares with
selling Total number of 100,000,000 -100,000,000 0
restrictions tradable shares
with selling
restrictions
Tradable A Shares 9,894,360,000 100,000,000 9,994,360,000
non-restricted
shares H Shares 3,315,677,578 0 3,315,677,578
without selling
restrictions Total number of 13,210,037,578 100,000,000 13,310,037,578
tradable
non-restricted
shares
Total number 13,310,037,578
of shares
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 20 May 2014
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang, Li Gengsheng,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors