Discloseable Transaction And Connected Transaction
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 thisannouncement.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)(Stock Code: 991)
ANNOUNCEMENT
DISCLOSEABLE TRANSACTION AND
CONNECTED TRANSACTION
ENTRUSTED LOAN AGREEMENT
On 13 April 2011, the Company entered into the Entrusted Loan Agreement with
Datang Finance Company and TPGC in relation to the provision of the
Entrusted Loan by the Company to TPGC through the Entrusted Loan
Arrangement, in which Datang Finance Company acts as lending agent.
DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION
As the consideration ratio (as defined in Rule 14.07 of the Listing Rules)
for the principal amount of the Entrusted Loan is more than 5% but less than
25%, the Entrusted Loan Agreement constitutes a discloseable transaction of
the Company and is subject to the reporting and announcement requirements
under Chapter 14 of the Listing Rules.
As at the date of this announcement, CDC is the controlling shareholder of
Datang Finance Company which holds a 52.5% interest in Datang Finance. CDC
is a controlling Shareholder of the Company which, together with its
subsidiaries, hold a total of approximately 36.07% of the issued share
capital of the Company. Accordingly, Datang Finance Company is a Connected
Person of the Company.
As at the date of this announcement, TPGC is owned as to 60% and 25% by the
Company and BIEC, respectively. BEIG and its subsidiaries hold the entire
equity interest of BIEC as at the date of this announcement. BEIG holds
approximately 10.39% of the issued share capital of the Company. TPGC is
therefore a Connected Person of the Company and the Entrusted Loan
Arrangement constitutes a Connected Transaction of the Company under Chapter
14A of the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07
of the Listing Rules) for the principal amount of the Entrusted Loan is more
than 5%, the Entrusted Loan Agreement is subject to the reporting,
announcement and Independent Shareholders' approval requirements under
Chapter 14A of the Listing Rules.
The Company will disclose the relevant details in the next published annual
report and accounts of the Company in accordance with the relevant
requirements as set out in Rule 14A.45 of the Listing Rules. A circular
containing details of the Entrusted Loan Agreement, a letter from the
Independent Board Committee and a letter from the independent financial
advisor, both advising the terms of the Entrusted Loan Agreement, will be
despatched to the Shareholders on or before 9 May 2011.
BACKGROUND
On 13 April 2011, the Company entered into the Entrusted Loan Agreement with
Datang Finance Company and TPGC in relation to the provision of the Entrusted
Loan by the Company to TPGC through the Entrusted Loan Arrangement, in which
Datang Finance Company acts as the lending agent to ensure TPGC's repayment of
due borrowings and the normal turnaround of working capital as well as to
reduce its financing costs.
Entrusted Loan Agreement
Date and Subject Matter
On 13 April 2011, the Company entered into the Entrusted Loan Agreement with
Datang Finance Company and TPGC in relation to the provision of the Entrusted
Loan by the Company to TPGC through the Entrusted Loan Arrangement, in which
Datang Finance Company acts as lending agent.
Parties
1. the Company, as the lender;
2. Datang Finance Company, as the lending agent ; and
3. TPGC, as the borrower.
Major terms of the Entrusted Loan Agreement
Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Agreement, Datang Finance Company is designated
by the Company to act as a lending agent to release the Entrusted Loan, which
is funded by the Company, to TPGC and to monitor the use and repayment of the
Entrusted Loans by TPGC.
Principal amount of the Entrusted Loan
RMB3,000 million
Term
The term of borrowing stipulated in the agreement is one year.
Interest rate
At a floating interest rate, being 10% floating downward as compared to the
benchmark interest rate announced by the People's Bank of China on the actual
date of granting the loan. During the term of the agreement, the lending rate
will be adjusted on the twenty-first day of the last month of the following
quarter since the actual date of granting the loan. Such interest rate is
arrived at after arm's length negotiation between the Company and TPGC after
considering the overall reduction of capital costs to the Group as the accounts
of TPGC (being the controlled subsidiary of the Company) are consolidated into
the accounts of the Company.
Repayment schedule for the principal of the Entrusted Loan
One-off repayment of principal by TPGC upon maturity of the Entrusted Loan
Agreement.
Payment schedule for the interests of the Entrusted Loan
Interests for the Entrusted Loan shall be settled by TPGC on a quarterly basis.
The settlement date falls on the twentieth (20th) day of the last month of each
quarter.
Handling charge
The handling charge for the Entrusted Loan under the Entrusted Loan Agreement
is calculated at 0.025% of the principal amount of the Entrusted Loan. TPGC
shall pay such handling charge on an one-off basis to Datang Finance Company
within five working days when the Entrusted Loan Agreement becomes effective.
Effective Date
After being duly signed by the parties, the Entrusted Loan Agreement is also
subject to the approval by the Independent Shareholders pursuant to the
Articles of Association and the Listing Rules.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT
In order to ensure the turnover of capital at TPGC and to reduce financing
costs, the Company intends to provide the Entrusted Loan to TPGC. Furthermore,
according to the Entrusted Loan Agreement, Datang Finance Company shall collect
a handling charge of 0.025%for acting as the lending agent for the Company's
Entrusted Loan, which is lower than the handling charge imposed by other
commercial banks for providing similar services. Therefore, the Company is of
the view that the provision of the Entrusted Loan to TPGC through Datang
Finance Company is beneficial for ensuring TPGC's repayment of due borrowings
and the normal turnaround of working capital, as well as reducing the overall
capital costs of the Company.
The terms of the Entrusted Loan Agreement were negotiated on an arm's length
basis between all parties thereto and were determined on normal commercial
terms. The Directors (excluding the independent non-executive Directors whose
views will be contained in the circular after considering the advice from the
independent financial advisor) believe that the terms of the Entrusted Loan
Agreement are fair and reasonable and in the best interests of the Company and
the Shareholders as a whole.
DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION
As the consideration ratio (as defined in Rule 14.07 of the Listing Rules) for
the principal amount of the Entrusted Loan is more than 5% but less than 25%,
the Entrusted Loan Agreement constitutes a discloseable transaction of the
Company and is subject to the reporting and announcement requirements under
Chapter 14 of the Listing Rules.
As at the date of this announcement, CDC is the controlling Shareholder of
Datang Finance Company which holds a 52.5% interest in Datang Finance. CDC is a
controlling Shareholder of the Company which, together with its subsidiaries,
hold a total of approximately 36.07% of the issued share capital of the
Company. Accordingly, Datang Finance Company is a Connected Person of the
Company.
As at the date of this announcement, TPGC is owned as to 60% and 25% by the
Company and BIEC, respectively. BEIG and its subsidiaries hold the entire
equity interest of BIEC. BEIG holds approximately 10.39% of the issued share
capital of the Company. TPGC is therefore a Connected Person of the Company and
the Entrusted Loan Arrangement constitutes a Connected Transaction of the
Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) for the principal amount of the Entrusted Loan is more than
5%, the Entrusted Loan Agreement is subject to the reporting, announcement and
Independent Shareholders' approval requirements under Chapter 14A of the
Listing Rules.
Any Shareholder with a material interest in the transaction and its associates,
will abstain from voting at approving the Entrusted Loan Agreement at the
general meeting to be held by the Company, to, among others, consider and
approve the Entrusted Loan Agreement.
The Company will disclose the relevant details in the next published annual
report and accounts of the Company in accordance with the relevant requirements
as set out in Rule 14A.45 of the Listing Rules. A circular containing details
of the Entrusted Loan Agreement, a letter from the Independent Board Committee
of the Company and a letter from the independent financial advisor, both
advising the terms of the Entrusted Loan Agreement, will be despatched to the
Shareholders on or before 9 May 2011.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR
An Independent Board Committee comprising the independent non-executive
Directors will be formed to advise the Independent Shareholders on the terms of
the Entrusted Loan Agreement. Each of the members of the Independent Board
Committee does not have any material interest in the Entrusted Loan Agreement.
The Company will appoint an independent financial advisor to advise the
Independent Board Committee and the Independent Shareholders on the terms of
the Entrusted Loan Agreement.
DESPATCH OF CIRCULAR
A circular containing details of the Entrusted Loan Agreement, a letter from
the Independent Board Committee of the Company and a letter from the
independent financial advisor, both advising the terms of the Entrusted Loan
Agreement, will be despatched to the Shareholders on or before 9 May 2011.
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 TPGC
TPGC is duly incorporated in the PRC on 17 November 1995 with the registered
capital of RMB1,714.02 million. TPGC is mainly responsible for the construction
and operation of the 6×600MW power plant projects. The Company holds 60% of its
equity interests. BIEC and Mengdian Company hold 25% and 15% of its equity
interests, respectively.
As at 31 December 2010, TPGC's total assets amounted to RMB9,442.85 million;
total liabilities amounted to RMB5,434.61 million; and the asset-to-liability
ratio was 57.55%. In 2011, its sales revenue amounted to RMB5,607.03 million in
aggregate, and net profit amounted to RMB1,441.21 million in aggregate (the
aforesaid figures were audited).
INFORMATION RELATING TO DATANG FINANCE COMPANY
Datang Finance Company is duly established in the PRC as a non-banking
financial institution on 10 May 2005. 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.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"A Share(s)" the domestic ordinary share(s) of the Company with a
nominal value of RMB1.00 each and are listed on the
Shanghai Stock Exchange
"Articles of the articles of association of the Company
Association"
"BIEC" Beijing Jingneng International Energy Company
Limited. As at the date of this announcement, BEIG
and its subsidiaries hold a total of 100% equity
interests of BIEC
"BEIG" Beijing Energy Investment (Group) Company Limited. As
at the date of this announcement, BEIG holds
approximately 10.39% of the issued capital of the
Company
"Board" the board of Directors of the Company
"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 which owns 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
"Connected has the meaning ascribed to it in the Listing Rules
Transaction"
"Connected Person" has the meaning ascribed to it in the Listing Rules
"Datang Finance China Datang Finance Company Limited
Company"
"Directors" the director(s) of the Company
"Entrusted Loan" the entrusted loan of a principal amount of RMB3,000
million
"Entrusted Loan the entrusted loan agreement entered into on 13 April
Agreement" 2011 by the Company, Datang Finance Company and TPGC
in respect of the Entrusted Loan Arrangement
"Entrusted Loan the arrangement where Datang Finance Company is
Arrangement" designated by the Company to act as a lending agent
to release the Entrusted Loan, which is funded by the
Company, to TPGC and to monitor the use and repayment
of the Entrusted Loan by TPGC pursuant to the
Entrusted Loan Agreement
"Group" the Company and its subsidiaries from time to tome
"H Share(s)" the overseas listed foreign shares of the Company
with a nominal value of RMB1.00 each, which are
listed on the Stock Exchange and the London Stock
Exchange
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC
"Independent Board the independent board committee of the Company,
comprising five independent non-executive Directors,
Committee" and each of them does not have any material interest
in the Entrusted Loan Agreement
"Independent has the meaning ascribed to it under the Listing
Rules
Shareholders"
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange
"London Stock The London Stock Exchange Limited
Exchange"
"Mengdian Group" Inner Mongolia Mengdian Huaneng Thermal Power
Corporation Limited
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"Shareholder(s)" the holder(s) of the Share(s)
"Shares" the ordinary shares of the Company with a nominal
value of RMB1.00 each, comprising domestic Shares and
H Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"TPGC" Inner Mongolia Datang International Tuoketuo Power
Generation Company Limited
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 13 April 2011
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*, Jiang Guohua*
* Independent non-executive Directors
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