APPROVAL OF THE A SHARES
Datang Intl Power Generation Co Ld
28 November 2006
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims 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)
APPROVAL OF THE A SHARES ISSUE BY THE CSRC AND
COMMENCEMENT OF PRICE CONSULTATIONS FOR THE A SHARES ISSUE
SUMMARY
The Board is pleased to announce that the Company has received approval document
Zheng Jian Fa Xing Zi (2006) No.135 from the CSRC in respect of the application
for proceeding on the A Shares Issue. The aggregate amount of the A Shares Issue
will not exceed 500,000,000 A Shares.
Pursuant to the relevant laws and regulations in the PRC, during the period from
28 November 2006 to 4 December 2006, the Sponsor for the A Shares Issue will
conduct preliminary price consultations among institutions for price
consultations registered in the Securities Association of China in the PRC.
The A Shares Prospectus will be posted on the website of the Shanghai Stock
Exchange on 28 November 2006 and a summary of the A Shares Prospectus will be
published in several newspapers in the PRC on the same day.
There is no assurance that the A Shares Issue will proceed. Investors are
advised to exercise caution in dealing in the H Shares. Further details about
the A Shares Issue will be disclosed by the Company in the newspapers in the PRC
when the A Shares Issue materialises and all material information of which will
be disclosed by the Company in the newspapers in Hong Kong concurrently in
accordance with the Listing Rules.
Reference is made to the announcement published by the Company dated 16 November
2006 regarding the proposed A Shares Issue. Terms used herein shall have the
same meaning as those defined in the Company's circular dated 3 May 2006 unless
stated otherwise.
OBTAINMENT OF THE APPROVAL OF THE A SHARES ISSUE AND COMMENCEMENT OF PRICE
CONSULTATIONS
The Board is pleased to announce that the Company has received approval document
Zheng Jian Fa Xing Zi (2006) No. 135 from the CSRC in respect of the application
for proceeding on the A Shares Issue. The aggregate amount of the A Shares Issue
will not exceed 500,000,000 A Shares, of which not more than 150,852,380 A
Shares and 46,179,300 A Shares will be strategically placed to CDGC and TJIC,
respectively, which altogether will account for approximately 39.41% of the A
Shares Issue. CDGC and TJIC have already committed in writing that they will
subscribe in full and by cash according to the determined price of the public
offering. The remaining A Shares after the strategic placements to CDGC and TJIC
will be sold by way of a combination of placing off-line to target placees with
price consultations through book-building and on-line subscription.
CDGC and TJIC have further committed to the following: the A Shares subscribed
through strategic placing will not be transferred or entrusted for management to
any third parties, nor will they be purchased by the Company, for at least three
years commencing from the date of listing and trading of the online issued
shares on the Shanghai Stock Exchange.
Pursuant to the relevant laws and regulations in the PRC, during the period from
28 November 2006 to 4 December 2006, the Sponsor for the A Shares Issue will
conduct preliminary price consultations among institutions for price
consultations registered in the Securities Association of China in the PRC. The
Company and the Sponsor will determine the range of offer price through
preliminary price consultations, and will determine the actual number of A
Shares to be issued and the offer price in accordance with the indicative demand
for the A Shares and the Company's funding needs. The Company will publish an
announcement once the number of A Shares to be issued and the offer price have
been finally determined.
The A Shares Prospectus will be posted on the website of the Shanghai Stock
Exchange (http://www.sse.com.cn) on 28 November 2006 and a summary of the A
Shares Prospectus will be published in several newspapers in the PRC, including
the China Securities Journal, Shanghai Securities News, Securities Times and
Securities Daily on the same day.
Approvals for the proposed A Shares Issue and the strategic placement
arrangements, which were sought from the Shareholders at 2005 AGM and 2006 CSMs,
both held on 20 June 2006, are valid until 19 June 2007. According to the
approval granted by the CSRC, the Company shall complete the proposed A Shares
Issue within a period of 6 months from 27 November 2006, which will expire on 26
May 2007. In the event that any of the aforesaid approvals expire before the
completion of the proposed A Shares Issue, the Company will seek to refresh the
relevant approvals in compliance with the applicable laws, regulations and the
Listing Rules.
There is no assurance that the A Shares Issue will proceed. Investors are
advised to exercise caution in dealing in the H Shares. Further details about
the A Shares Issue will be disclosed by the Company in the newspapers in the PRC
when the A Shares Issue materialises and all material information of which will
be disclosed by the Company in the newspapers in Hong Kong concurrently in
accordance with the Listing Rules.
EFFECTS OF THE A SHARES ISSUE ON THE CAPITAL STRUCTURE OF THE COMPANY
Set out below is a summary of the changes in the shareholding percentage of the
Company prior to and immediately upon completion of the A Shares Issue based on
the assumption that the entire 500,000,000 A Shares will be issued and the
convertible bonds will be fully converted into 226,318,151 H Shares (based on
the conversion price of HK$5.3 per H Share) immediately upon completion of the A
Shares Issue:
Amount Immediately
upon
prior to the completion of
A Shares the A Shares
Issue Issue
and before Shareholding and upon full Shareholding
conversion of percentage conversion of percentage
any (%) the (%)
Type of shares convertible convertible (approximate)
bonds (approximate) bonds
1. Domestic shares:
CDGC 1,828,768,200 35.43 1,979,620,580 (1) 33.61
Beijing Energy Investment (Group) Company Limited 671,792,400 13.01 671,792,400 11.41
Hebei Construction Investment Company 671,792,400 13.01 671,792,400 11.41
TJIC 559,827,000 10.84 606,006,300 (2) 10.29
2. Listed shares:
A Shares held by public - - 302,968,320 5.14
H Shares held by public 1,430,669,000 27.71 1,656,987,151 (3) 28.14
Total 5,162,849,000 100.00 5,889,167,151 100.00
Notes:
(1) Include the 150,852,380 A Shares to be issued under the strategic placement arrangements.
(2) Include the 46,179,300 A Shares to be issued under the strategic placement arrangements.
(3) Include the convertible bonds issued by the Company assumed to be fully converted into 226,318,151 H Shares. The
holders of the convertible bonds have the right at any time from 20 October 2003 to 2 September 2008 (both dates
inclusive) to convert the convertible bonds into H Shares.
Set out below is a summary of the changes in the shareholding percentage of the
Company prior to and immediately upon completion of the A Shares Issue based on
the assumption that the entire 500,000,000 A Shares will be issued and no
conversion of the convertible bonds has taken place immediately upon completion
of the A Shares Issue:
Shareholding Immediately Shareholding
upon
Amount prior to percentage completion of percentage
the (%) the (%)
Type of shares A Shares Issue A Shares (approximate)
(approximate) Issue
1. Domestic shares:
CDGC 1,828,768,200 35.43 1,979,620,580 (1) 34.96
Beijing Energy Investment (Group) Company Limited 671,792,400 13.01 671,792,400 11.86
Hebei Construction Investment Company 671,792,400 13.01 671,792,400 11.86
TJIC 559,827,000 10.84 606,006,300 (2) 10.70
2. Listed shares:
A Shares held by public - - 302,968,320 5.35
H Shares held by public 1,430,669,000 27.71 1,430,669,000 (3) 25.26
Total 5,162,849,000 100.00 5,662,849,000 100.00
Notes:
(1) Include the 150,852,380 A Shares to be issued under the strategic placement arrangements.
(2) Include the 46,179,300 A Shares to be issued under the strategic placement arrangements.
(3) Assuming no conversion of the convertible bonds has taken place.
Definitions
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
'A Share(s)' the domestic ordinary share(s) with a nominal value of RMB1.00 each which are to
be subscribed in RMB and are proposed to be issued by the Company to (i) part of
the existing holders of domestic shares of the Company and (ii) natural persons
and institutional investors in the PRC
'A Shares Issue' the proposed issue of A Shares to (i) part of the existing holders of domestic
shares of the Company and (ii) natural persons and institutional investors in the
PRC by the Company. The A Shares, subject to the relevant approval of the
relevant authorities in the PRC, are proposed to be listed on the Shanghai Stock
Exchange
'A Shares Prospectus' a prospectus to be published in respect of the Company's A Shares Issue
'Board' board of Directors
'CDGC' China Datang Corporation, a state-owned enterprise established
under the laws of the PRC and is a substantial shareholder of the Company holding
approximately 35.43% of the issued share capital of the Company
'Company' Datang International Power Generation Co., Ltd., a sino-foreign
joint stock limited company incorporated in the PRC on 13 December 1994, of which
the H Shares are listed on The Stock Exchange of Hong Kong Limited and the London
Stock Exchange
'CSRC' China Securities Regulatory Commission
'Directors' directors of the Company
'Listing Rules' the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited
'PRC' the People's Republic of China
'Shanghai Stock Exchange' Shanghai Stock Exchange of the PRC
'Sponsor' BOCI Securities Limited
'TJIC' Tianjin Jinneng Investment Company, a state-owned enterprise
established under the laws of the PRC and a substantial shareholder of the
Company holding approximately 10.84% of the issued share capital of the Company
By Order of the Board
Yang Hongming
Company Secretary
Beijing, the PRC, 27 November 2006
As at the date of this announcement, the Directors are:
Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, Liu
Chaoan*, Yu Changchun* and Xia Qing*
* Independent non-executive Directors
This information is provided by RNS
The company news service from the London Stock Exchange