Connected Transaction
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Limited take no responsibility for the contents of this announcement, make no
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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
CONNECTED TRANSACTION
The Board announced that on 9 March 2010, the Board agreed that the Company
and other shareholders (including CDC and Other Existing Shareholders) of
Datang Finance Company shall increase their respective capital contributions in
a total amount of RMB600 million to Datang Finance Company by way of cash in
proportion to their existing shareholdings in Datang Finance Company. The
capital contributions will be made by way of cash on a lump-sum basis.
According to the Company's shareholding in Datang Finance Company, the Company
agreed to make a further capital contribution of RMB120 million to Datang
Finance Company from its internal resources. Upon completion of the increase in
capital contributions, the registered capital of Datang Finance Company will
increase from RMB1,000 million to RMB1,600 million, while the Company's
shareholding in Datang Finance Company will remain as 20%.
CONNECTED TRANSACTION
As at the date of this announcement, CDC and its subsidiaries hold a total
of approximately 36.65% of the issued share capital of the Company and CDC is a
connected person of the Company under Chapter 14A of the Listing Rules.
Meanwhile, CDC holds 52.5% of the shares of Datang Finance Company, and Other
Existing Shareholders are subsidiaries of CDC and are therefore connected
persons of the Company. The increase in capital contribution in Datang Finance
Company constitutes a connected transaction of the Company under the Listing
Rules.
As one or more of the applicable percentage ratios (as defined in Rule
14.07 of the Listing Rules) is more than 0.1% but less than 2.5%, the increase
in capital contribution in Datang Finance Company is only subject to the
reporting and announcement requirements under Rules 14A.45 to 14A.47 of the
Listing Rules and does not require the approval by the independent shareholders
of the Company under Chapter 14A of the Listing Rules.
DETAILS OF THE INCREASE IN CAPITAL CONTRIBUTIONS
The Board considered and agreed on 9 March 2010 that the Company and other
shareholders (including CDC and Other Existing Shareholders) of Datang Finance
Company shall increase their respective capital contributions in a total amount
of RMB600 million to Datang Finance Company by way of cash in proportion to
their existing shareholdings in Datang Finance Company. The capital
contributions will be made by way of cash on a lump-sum basis. According to the
Company's shareholding in Datang Finance Company, the Company agreed to make a
further capital contribution of RMB120 million to Datang Finance Company from
its internal resources. Upon completion of the increase in capital
contributions, the registered capital of Datang Finance Company will increase
from RMB1,000 million to RMB1,600 million, while the Company's shareholding in
Datang Finance Company will remain as 20%. The registered capital of Datang
Finance Company is determined with reference to the average level of the
registered capital of finance companies in the PRC.
The shareholding structure of Datang Finance Company, the amounts of
increase in capital contributions made by each of the shareholders to Datang
Finance Company and their respective shareholding ratios prior to and after the
completion of increase in capital contributions are set out as follows:
Capital
Capital contribution
contribution after
prior to the Shareholding completion
completion prior to Amount of of Shareholding
of completion the current the after
the increase of increase in increase completion
Name of in the capital in capital of
shareholder capital increase contribution contribution increase in
of Datang contribution in capital (RMB (RMB the capital
Finance (RMB contribution million) million) contribution
Company million)
CDC 525.0 52.5% 315.0 840 52.5%
The Company 200.0 20.0% 120.0 320 20.0%
Other
Existing
Shareholders 275.0 27.5% 165.0 440 27.5%
Total 1,000.0 100.0% 600.0 1,600 100.0%
Each of the shareholders of Datang Finance Company agreed to make the
increase in capital contributions to Datang Finance Company on or before 30
June 2010 by way of cash.
INFORMATION RELATING TO DATANG FINANCE COMPANY
Datang Finance Company is duly established in the PRC as a non-banking
financial institution. The registered capital of Datang Finance Company is
RMB1,000 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.
The net profits before and after taxation and extraordinary items for the
year ended 31 December 2008 were RMB140,566,907.41 and RMB100,958,372.18,
respectively. The net profits before and after taxation and extraordinary items
for the year ended 31 December 2009 were RMB233,854,235.90 and
RMB176,880,227.22, respectively (unaudited).
INFORMATION RELATING TO THE COMPANY
The Company 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 CDC
CDC is a state-owned enterprise. Its scope of operations mainly includes
the development, investment, construction, operation and management of power
energy; organisation of power (thermal) production and sales; as well as power
technology development and consultation.
INFORMATION RELATING TO OTHER EXISTING SHAREHOLDERS
The Other Existing Shareholders are the other 11 existing shareholders of
Datang Finance Company (apart from the Company and CDC) and all of them are
subsidiaries of CDC. The principal businesses of the Other Existing
Shareholders include electricity business, provision of logistics services and
sales of coal.
REASONS FOR AND BENEFITS OF THE INCREASE IN CAPITAL CONTRIBUTIONS IN DATANG
FINANCE COMPANY
Datang Finance Company is principally engaged in the provision of
professional financial services including centralised management of funds,
settlement, guarantee and entrusted deposit and loan within the system of CDC.
A low capital amount will limit the development of Datang Finance Company and
its external financing ability, as well as affecting its funds utilisation
efficiency and shareholders' returns. The increase in capital contributions in
Datang Finance Company and raising its capital amount will enhance its external
financing ability, advance its business expansion and increase its overall
profitability, thereby benefiting the shareholders of the Company.
In view of the above reasons and since Datang Finance Company is currently
regarded as an associated company in the accounts of the Company, the Directors
(including the independent non-executive Directors) are of the view that the
above-mentioned transaction is conducted in the ordinary and usual course of
business of the Company. The current transaction is fair and reasonable and is
in the interests of the Company and the shareholders as a whole.
CONNECTED TRANSACTION
As at the date of this announcement, CDC and its subsidiaries hold a total
of approximately 36.65% of the issued share capital of the Company and CDC is a
connected person of the Company under Chapter 14A of the Listing Rules.
Meanwhile, CDC holds 52.5% of the shares of Datang Finance Company, and Other
Existing Shareholders are subsidiaries of CDC and are therefore connected
persons of the Company. The increase in capital contribution in Datang Finance
Company constitutes a connected transaction of the Company under the Listing
Rules.
As one or more of the applicable percentage ratios (as defined in Rule
14.07 of the Listing Rules) is more than 0.1% but less than 2.5%, the increase
in capital contribution in Datang Finance Company is only subject to the
reporting and announcement requirements under Rules 14A.45 to 14A.47 of the
Listing Rules and does not require the approval by the independent shareholders
of the Company under Chapter 14A of the Listing Rules.
Those Directors who have a material interest in the transaction (by virtue
of being the principal management staff of CDC) have abstained from voting at
the Board meeting for approval of the relevant transaction.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"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 owns approximately 36.65% 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
"Datang Finance Company" China Datang Finance Co., Ltd.
"Director(s)" the director(s) of the Company
"Listing Rules" The Rules Governing the Listing of Securities
on the Stock Exchange
"London Stock Exchange" The London Stock Exchange Limited
"Other Existing the 11 existing shareholders of Datang
Shareholders" Finance Company (apart from the Company and CDC)
prior to and after the completion of the increase in
capital contributions in Datang Finance Company, all
being subsidiaries of CDC
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" per cent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 10 March 2010
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