RNS Number : 0597B
Datang Intl Power Generation Co Ld
20 October 2009
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)
OVERSEAS REGULATORY ANNOUNCEMENT
ANNOUNCEMENT ON THE PROVISIONS
OF GUARANTEES
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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 content of this announcement.
This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
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Important Notices regarding the Content:
The total amount of these guarantees is approximately RMB2,502.35 million.
The aggregate guarantee amounts for Zhuozi Wind Power Company, Lvsigang Power Company, Yuzhou Energy Company, Xingshun Wind Power Company, and Xinyu Power Company before these guarantees were approximately RMB25 million, RMB5,778.56 million, RMB541.5 million, RMB11.6 million and RMB591 million, respectively.
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Provision of counter-guarantee: There is a counter-guarantee for the guarantee provided for Lvsigang Power Company; there are no counter-guarantees for guarantees provided for other companies.
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The aggregate amount of external guarantees: As of the date of this announcement, the aggregate amount of external guarantees of Datang International Power Generation Co., Ltd. (the "Company") amounted to approximately RMB12,863.87 million.
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The aggregate amount of overdue external guarantees: Nil.
I. Information of the Guarantees
Pursuant to a series of resolutions relating to provisions of guarantees for subsidiaries and jointly-controlled
entities at the twenty-fourth meeting of the sixth session of the Board, the twenty-sixth meeting of the sixth
session of the Board, the 2008 first extraordinary general meeting and the 2009 second extraordinary general
meeting of the Company, the Company shall provide guarantees for the loans obtained from commercial
banks and non-bank financial institutions by the following subsidiaries and jointly-controlled entities:
1. Zhuozi Wind Power Company, a wholly-owned subsidiary of the Company: To provide a joint liability guarantee for the loan in the amount of RMB457 million obtained from commercial banks, in which the loan will be used for project infrastructure construction.
2. Lvsigang Power Company, a controlling subsidiary of the Company: To provide a joint liability guarantee for the loan in the amount of RMB1,700 million obtained from commercial banks and non-bank financial institutions, in which the loan will be used for project infrastructure construction, replacement of loans that fall due and replenishment of operating capital.Other shareholders of Lvsigang Power Company shall undertake the corresponding counter-guarantee obligations for the Company in proportion to their capital contributions.
3. Yuzhou Energy Company, a jointly-controlled entity of the Company: To provide a joint liability guarantee in the amount of RMB251.5 million in proportion to its shareholding for the loan obtained from commercial banks, in which the loan will be used for project replacement of loans that fall due and replenishment of working capital.
4. Xingshun Wind Power Company, a wholly-owned subsidiary of the Company: To provide a joint liability guarantee for the loan in the amount of RMB100 million obtained from commercial banks, in which the loan will be used for project infrastructure construction.
5. Xinyu Power Company, a wholly-owned subsidiary of the Company: To provide a joint liability guarantee for the loan in the amount of RMB15 million obtained from commercial banks, in which the loan will be used for replenishment of working capital.
II. Information of the Guaranteed Parties
1. Zhuozi Wind Power Company
Zhuozi Wind Power Company was established on 21 December 2006 with a registered capital of RMB136 million. Its address is Huitengxile, Zhuozi County, Ulaan Chab City, Inner Mongolia Autonomous Region, the People’s Republic of China (the “PRC”), and its scope of businesses include production and sale of power, wind power generation technology consultation and technology services. Currently, the company is constructing and operating 184MW generating units, of which 40MW generating units have commenced operation. The Company holds 100% equity interest in the company.
As of 31 December 2008, the total assets, total liabilities and asset-to-liability ratio of Zhuozi Wind Power Company were approximately RMB924.86 million, RMB788.86 million and 85.29%, respectively. In 2008, Zhuozi Wind Power Company recorded an aggregate sales revenue of approximately RMB38.91 million and with the net profit of approximately RMB8.1 million in aggregate.
As of 30 June 2009, the total assets, total liabilities and asset-to-liability ratio of Zhuozi Wind Power Company were approximately RMB1,090.67 million, RMB962.85 million and 88.28%, respectively. In 2009, Zhuozi Wind Power Company recorded an aggregate sales revenue of approximately RMB12.12 million and with the net profit of approximately RMB-8.18 million in aggregate (the above figures are unaudited).
2. Lvsigang Power Company
Lvsigang Power Company was established on 18 September 2003 with a registered capital of RMB521.4 million. Its address is Qintan, Qidong City, Jiangsu Province, the PRC, and its scope of businesses include production and sale of power, power technology consultation, services and integrated utilisation. Currently, the company’s four 600MW coal-fired generating units projects are under construction. The Company holds 55% equity interest in the company.
As of 31 December 2008, the total assets, total liabilities and asset-to-liability ratio of Lvsigang Power Company were approximately RMB7,256.53 million, RMB6,796.14 million and 93.66%, respectively.
As of 30 June 2009, the total assets, total liabilities and asset-to-liability ratio of Lvsigang Power Company were approximately RMB8,808.65 million, RMB8,185.09 million and 92.92%, respectively (the above figures are unaudited).
3. Yuzhou Energy Company
Yuzhou Energy Company was established on 28 September 2005 with a registered capital of RMB838.103 million. Its address is No. 206 Shengli Road, Yuzhou Town, Yu County, the PRC, and its scope of businesses include development and operation of coal; construction, production and sale of power; and construction and operation of railway. The Company holds 50% equity interest in the company.
As of 31 December 2008, the total assets, total liabilities and asset-to-liability ratio of Yuzhou Energy Company were approximately RMB1,838.55 million, RMB1,119.21 million and 60.87%, respectively. In 2008, Yuzhou Energy Company recorded an aggregate sales revenue of approximately RMB92.13 million and with the net profit of approximately RMB-27.12 million in aggregate.
As of 30 June 2009, the total assets, total liabilities and asset-to-liability ratio of Yuzhou Energy Company were approximately RMB1,813.12 million, RMB1,104.92 million and 60.94%, respectively. In 2009, Yuzhou Energy Company recorded an aggregate sales revenue of approximately RMB52.29 million and with the net profit of approximately RMB-11.15 million in aggregate (the above figures are unaudited).
4. Xingshun Wind Power Company
Xingshun Wind Power Company was established on 31 October 2008 with a registered capital of RMB20 million. Its address is Dajue Village, Heshun Township, Wulong County, the PRC, and its scope of businesses include production and sale of power, and wind power generation technology consultation. Currently, the company is constructing fifty-eight 0.85MW wind power generating units. The Company holds 100% equity interest in the company.
As of 31 December 2008, the total assets, total liabilities and asset-to-liability ratio of Xingshun Wind Power Company were approximately RMB20.48 million, RMB0.46 million and 2.25%, respectively.
As of 30 June 2009, the total assets, total liabilities and asset-to-liability ratio of Xingshun Wind Power Company were approximately RMB34.71 million, RMB14.69 million and 42.32%, respectively (the above figures are unaudited).
5. Xinyu Power Company
Xinyu Power Company was established on 16 June 1997 with a registered capital of RMB460,592,250. Its address is Songqiao Village, Shatu Township, Yushui District, Xinyu City, the PRC, and its scope of businesses include production and operation of two 200MW coal-fired generating units / development of energy saving projects / integrated utilisation of pulverised fuel ash and related businesses. The Company holds 100% equity interest in the company.
As of 31 December 2008, the total assets, total liabilities and asset-to-liability ratio of Xinyu Power Company were approximately RMB1,210.89 million, RMB1,210.20 million and 99.94%, respectively. In 2008, Xinyu Power Company recorded an aggregate sales revenue of approximately RMB608.54 million and with the net profit of approximately RMB-96.78 million in aggregate.
As of 30 June 2009, the total assets, total liabilities and asset-to-liability ratio of Xinyu Power Company were approximately RMB1,280.38 million, RMB1,230.64 million and 96.12%, respectively. In 2009, Xinyu Power Company recorded an aggregate sales revenue of approximately RMB284.14 million and with the net profit of approximately RMB-11.21 million in aggregate (the above figures are unaudited).
III. Major Terms of the Guarantee Agreements
1. Zhuozi Wind Power Company: The Company shall provide a guarantee for the loan in the amount of RMB457 million obtained from the Zhangjiakou City, Xiheyan Branch of Bank of China. The guarantee will be provided on a joint-liability basis and the loan will be used for project infrastructure construction. The guarantee covers the principal amount, its interests, default penalty, compensation, expenses for execution of the creditor’s rights, loss incurred to the creditor due to default of the debtor and all other required expenses. The term of the guarantee period is 14 years.
2. Lvsigang Power Company: The Company shall provide a guarantee for the loan in the amount of RMB1,700 million obtained from banks or non-bank financial institutions. The guarantee will be provided on a joint-liability basis and the loan will be used for project infrastructure construction, replacement of loans that fall due and replenishment of operating capital. The guarantee covers the principal amount, its interests, default penalty, indemnities, expenses for execution of the creditor’s rights, loss incurred to the creditor due to default of the debtor and all other required expenses and so forth. The term of the guarantee period is subject to the loan period as agreed upon between Lvsigang Power Company and the commercial banks or non-bank financial institutions. Other shareholders of Lvsigang Power Company including China Datang Corporation and Nantong State-owned Assets Investment Holdings Limited shall undertake the corresponding counter-guarantee obligations for the Company in proportion to their capital contributions (i.e., 35% and 10%, respectively). The scopes and terms of the counter-guarantee are equivalent to those under the guarantee agreements entered into between the Company and the banks or non-bank financial institutions.
3. Yuzhou Energy Company: The Company shall provide a guarantee in the amount of RMB251.5 million in proportion to its shareholding for the loan obtained from commercial banks. The guarantee will be provided on a joint-liability basis and the loan will be used for replacement of loans that fall due and replenishment of working capital. The guarantee covers the principal amount, its interests, penalty interest, compound interests, default penalty, indemnities and all expenses for execution of the creditor’s rights including litigation and legal costs under the agreement. The term of the guarantee period is subject to the loan period as agreed upon between Yuzhou Energy Company and the commercial banks.
4. Xingshun Wind Power: The Company shall provide a guarantee for the loan in the amount of RMB100 million obtained from the Chongqing City, Jiaochangkou Branch of Industrial and Commercial Bank of China. The guarantee will be provided on a joint-liability basis and the loan will be used for project construction. The guarantee covers the principal amount, its interests, penalty interest, default penalty, compensations, expenses for execution of the creditor’s rights and all other required expenses. The term of the guarantee period is 1 year.
5. Xinyu Power Company: The Company shall provide a guarantee for the loan in the amount of RMB15 million obtained from the Xinyu City Branch of Bank of China. The guarantee will be provided on a joint-liability basis and the loan will be used for the turnover of corporate production. The guarantee covers the principal amount, its interests, default penalty, compensation, expenses for execution of the creditor’s rights, loss incurred to the creditor due to default of the debtor and all other required expenses. The term of the guarantee period is 3 year.
IV. Aggregate Amount of External Guarantees and Amount of Overdue Guarantees
As of the date of this announcement, the Company’s aggregate amount of external guarantees was approximately RMB12,863.87 million (unaudited), representing 42.11% of the latest audited net assets of approximately RMB30,550.78 million. Such guarantees were all made for the subsidiaries, jointly-controlled entities and associates of the Company and there were no overdue guarantees.
V. Opinion of the Board
The Board is of the opinion that the loans borrowed by the above-mentioned subsidiaries and jointly-controlled entities of the Company from the commercial banks and non-bank financial institutions are able to meet the needs of project infrastructure construction, replacement of the loans that fall due and replenishment of operating capital. The Board agreed that the provisions of the corresponding guarantees by the Company for the above-mentioned loans of its subsidiaries and jointly-controlled entities are in line with the requirements of the overall development of the Company. The above-mentioned guarantees were considered and approved at the corresponding Board meetings and general meetings of the Company.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 20 October 2009
As at the date of this announcement, the Directors of the Company are:
Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*,
Yu Changchun*, Xia Qing* and Li Hengyuan*.
*Independent Non-Executive Directors
This information is provided by RNS
The company news service from the London Stock Exchange
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