Connected Transaction
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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 thisannouncement.
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
FINANCE LEASE AGREEMENT
The Board is pleased to announce that on 10 September 2010, Datang Shipping, a
controlling subsidiary of the Company, entered into the Finance Lease Agreement
with Datang Finance Company, pursuant to which Datang Finance Company shall
provide a financial lease at a principal of RMB280 million to Datang Shipping
for the building of the new Vessel and the commencement of business operation
as soon as possible in order to effectively strengthen its shipping capacity.
CONNECTED TRANSACTION
As at the date of this announcement, Datang Shipping is a controlling
subsidiary of the Company which owns 97.54% of its issued share capital. CDC
and its subsidiaries hold approximately 36.07% of the issued share capital of
the Company. Since CDC holds 52.5% of the issued share capital of Datang
Finance Company, Datang Finance Company is a connected person of the Company
under the Listing Rules and the transaction under the Finance Lease Agreement
constitutes a connected transaction of the Company.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) is more than 0.1% but less than 5%, the transaction under the
Finance Lease Agreement is 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.
BACKGROUND
As at the date of this announcement, Datang Shipping is a controlling
subsidiary of the Company, and is responsible for the transportation of thermal
coal from Qinhuangdao (or other northern ports) to the coastal power plants of
the Company at areas including Chaozhou of Guangdong (or Ningde of Fujian). As
at the date of this announcement, Datang Shipping owns two 70,000-tonne bulk
carriers, namely "Datang No. 1" and "Datang No. 2". In order to ease the
pressure upon fuel coal transportation capacity of the Company's coastal power
plants, maintain stability on thermal coal transportation costs and enhance
transportation assurance, Datang Shipping captures the favourable opportunity
in the shipbuilding market for expanding shipping capacity at low costs and has
signed the relevant shipbuilding agreements for the building of four new
45,000-tonne cargo carriers and two 76,000-tonne cargo carriers.
Datang Shipping entered into the Finance Lease Agreement with Datang Finance
Company on 10 September 2010, pursuant to which Datang Shipping agreed to
secure finance lease from Datang Finance Company for a principal of RMB280
million for a term of 15 years; i.e., Datang Finance Company shall purchase the
Vessel as designated by Datang Shipping from the shipbuilder as designated by
Datang Shipping, and lease the Vessel to Datang Shipping for use. Pursuant to
the Finance Lease Agreement, Datang Shipping shall pay rent to Datang Finance
Company during the term of the Finance Lease Agreement. Through the finance
lease, Datang Shipping will be able to build the new Vessel and commence the
business operation as soon as possible in order to effectively strengthen its
shipping capacity.
FINANCE LEASE AGREEMENT
Date
10 September 2010
Parties
Datang Shipping; and
Datang Finance Company.
Major terms and pricing standard
1. Leased property: the Vessel (one newly built 76,000-tonne cargo carrier).
2. Leasing principal: RMB280 million (such principal is arrived at after arm's
length negotiation between Datang Shipping and the shipbuilder of the Vessel
with reference to the price of building a similar cargo carrier in the market).
3. Leasing interest rate: at a floating rate and which is 10% below the
benchmark interest rate for loans for the same period as published by the
People's Bank of China.
4. Leasing method: based on the shipbuilder and the Vessel (including but not
limited to the design, tonnage, specifications, materials, construction
equipment, etc. of the Vessel) designated by Datang Shipping, Datang Finance
Company shall purchase the Vessel from the shipbuilder, and lease the Vessel
back to Datang Shipping for use.
5. Leasing term:
(i) Leasing term: the leasing term shall be divided into construction
period and operation period for a total term of 15 years;
(ii) Construction period: the construction period shall commence from the
lease commencement date, i.e., the date Datang Finance Company pays the
first installment for the leasing of the Vessel to the shipbuilder or to
the material supplier, and end on the date on which the "Agreement on
the Handover of Vessel" is entered into by Datang Finance Company,
Datang Shipping and the shipbuilder and which shall not be later than 31
October 2012; and
(iii) Operation period: the operation period shall commence from the day
following the end of the construction period and which shall not be
later than 1 November 2012.
6. Rent and payment method:
(i) Rent: rent under the Finance Lease Agreement includes (i) the leasing
interest payable by Datang Shipping to Datang Finance Company during the
construction period; and (ii) the rent (including principal and leasing
interest) payable by Datang Shipping to Datang Finance Company during
the operation period;
(ii) Leasing interest during the construction period: the leasing interest
shall be calculated basing on the amount of payment for the Vessel and
the time of making the payment. Such leasing interest is payable by
Datang Shipping on the 21st day of the last month of each quarter during
the construction period. The annual leasing interest rate shall be a
floating interest rate and which is 10% below the benchmark interest
rate for loans for the same period as stipulated by the People's Bank of
China. The annual leasing interest rate is 5.346% as at the date of the
Finance Lease Agreement. The total leasing interest payable by Datang
Shipping during the construction period is approximately RMB11.6673
million based on this annual leasing interest rate; and
(iii) Rent during the operation period: the rent is payable by Datang Shipping
on a quarterly basis. The first installment of rent for the Vessel shall
be payable on the 21st day of the second month from the month in which
the operation period commences, and the subsequent installment of rent
shall be payable on the corresponding day of every three months
thereafter. The annual leasing interest rate shall be a floating
interest rate and which is 10% below the benchmark interest rate for
loans for the same period as stipulated by the People's Bank of China.
The annual leasing interest rate shall be 5.346% as at the date of the
Finance Lease Agreement. The total leasing interest payable by Datang
Shipping during the operation period is approximately RMB108.6499
million based on this annual leasing interest
rate, and the total of the leasing interest and the leasing principal
during the operation period amounts to approximately RMB388.6499
million.
7. Ownership of the Vessel:
(i) the Vessel is owned by the shipbuilder during the construction period of
the term of the Finance Lease Agreement;
(ii) the Vessel is owned by Datang Finance Company during the operation period
of the term of the Finance Lease Agreement; and
(iii) upon expiry of the term of the Finance Lease Agreement, the Company shall
have the right to purchase the Vessel at a nominal price of RMB1.00.
8. Condition for effecting the Finance Lease Agreement: the Finance Lease Agreement
shall become effective from the date of execution of the Finance Lease Agreement.
INFORMATION RELATING TO DATANG SHIPPING
Datang Shipping was incorporated on 6 September 2007, with a registered capital
of RMB264.90 million. Its scope of business includes general cargo freighter
transportation, chartering of vessels, freight forwarding and cargo warehousing
along the coast of China and in the mid-stream and downstream of Yangtze River
and the Pearl River Delta. The Company owns 97.54% of its equity interest.
As at 31 December 2009, Datang Shipping's total assets amounted to RMB624.2061
million. In 2009, accumulated sales revenue amounted to RMB73.1575 million and
accumulated net profit was RMB-36.9804 million (audited).
INFORMATION RELATING TO THE COMPANY
The Company, with its main service areas in the PRC, is principally engaged in
the construction 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.
INFORMATION RELATING TO DATANG FINANCE COMPANY
Datang Finance Company is established in the PRC as a non-banking financial
institution. The registered capital of Datang Finance Company 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.
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 (audited).
REASONS FOR AND BENEFITS OF ENTERING INTO THE FINANCE LEASE AGREEMENT
The Company considers that the entering into of the Finance Lease Agreement
enables Datang Shipping to grow and expand further, which is conducive to
easing the pressure of transportation capacity of fuel coal for the Company's
coastal power plants, thereby maintaining stability on thermal coal
transportation costs and enhancing transportation assurance of the Company.
Since the finance lease provided by Datang Finance Company under the Finance
Lease Agreement is secured at a leasing interest rate 10% below the benchmark
interest rate for loans for the same period as published by the People's Bank
of China and no security deposit or handling fee is to be charged by Datang
Finance Company, the financing costs of Datang Shipping will therefore be
reduced. Moreover, the relatively long finance lease term can ease the
financial pressure caused by the repayment of the principal and interests
thereon during the initial operation period of the Vessel, thereby effectively
preventing the risks associated with corporate debt.
The Finance Lease Agreement is entered into under normal business terms. The
Directors and independent Directors are of the view that the relevant terms of
the Finance Lease Agreement are fair and reasonable and are in the interest of
the Company and the Shareholders as a whole.
CONNECTED TRANSACTION
As at the date of this announcement, Datang Shipping is a controlling
subsidiary of the Company which owns 97.54% of its issued share capital. CDC
and its subsidiaries hold approximately 36.07% of the issued share capital of
the Company. Since CDC holds 52.5% of the issued share capital of Datang
Finance Company, Datang Finance Company is a connected person of the Company
under the Listing Rules and the transaction under the Finance Lease Agreement
constitutes a connected transaction of the Company.
As each of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) is more than 0.1% but less than 5%, the transaction under the
Finance Lease Agreement is 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.
BOARD'S APPROVAL
The Board has approved the Finance Lease Agreement on 19 August 2010. Since Mr
Zhai Ruoyu, the then director of the Company, Mr Hu Shengmu and Mr Fang
Qinghai, the directors of the Company, are the management personnel of CDC,
they have abstained from voting at the relevant Board meeting to approve the
Finance Lease Agreement.
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 is a
controlling shareholder of the Company pursuant to
the Listing Rules. CDC and its subsidiaries own
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
"Datang Finance China Datang Finance Co., Ltd. is a controlling
Company" subsidiary of CDC. CDC holds 52.5% of the shares
of Datang Finance Company as at the date of this
announcement
"Datang Shipping" Jiangsu Datang Shipping Co., Ltd., a controlling
subsidiary of the Company
"Director(s)" the director(s) of the Company
"Finance Lease the finance lease agreement dated 10 September
Agreement" 2010 entered into between Datang Shipping and
Datang Finance Company in relation to the
provision of a financial lease by Datang Finance
Company to Datang Shipping at a principal of
RMB280 million for a term of 15 years, the details
of which are set out in this announcement
"Listing Rules" The Rules Governing the Listing of Securities on
the Stock Exchange
"RMB" Renminbi, the lawful currency of the PRC
"Shareholders" the shareholders of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Vessel" a 76,000-tonne bulk carrier as designated by
Datang Shipping and is the subject matter of the
Finance Lease Agreement
"%" per cent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 10 September 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* and Jiang Guohua*.
* Independent non-executive directors