CONNECTED TRANSACTION
Datang Intl Power Generation Co Ld
26 April 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)
CONNECTED TRANSACTION
ENTRUSTED LOAN AGREEMENT
The Board announces that on 20 April 2006, the Company entered into the Entrusted Loan Agreement with Bank of China and
Datang Shentou, a non wholly-owned subsidiary of the Company, in relation to loan facilities of a principal amount of
US$50,000,000 (equivalent to approximately HK$387,500,000) granted by the Company to Datang Shentou through the
Entrusted Loan Arrangement.
CONNECTED TRANSACTION
As at the date of the Entrusted Loan Agreement, Tianjin Jinneng, a holder of approximately 10.84% of the issued share
capital of the Company, held 40% of the equity interest in Datang Shentou. Therefore, Datang Shentou is a connected
person of the Company under the Listing Rules and the Entrusted Loan Arrangement constitutes financial assistance by
the Company to Datang Shentou under Rule 14A.13(2)(a)(i) of the Listing Rules. As each of the assets ratio, the revenue
ratio and the consideration ratio (as all defined in Rule 14.07 of the Listing Rules) for the principal amount of the
loan facilities under the Entrusted Loan Agreement is less than 2.5% and the Entrusted Loan Arrangement is on normal
commercial terms, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements but is
exempt from the approval of the independent shareholders under Rules 14A.66(2)(a) under the Listing Rules.
ENTRUSTED LOAN AGREEMENT
Date
20 April 2006
Parties
(1) the Company, as the lender;
(2) Bank of China, as the lending agent; and
(3) Datang Shentou, as borrower.
Major terms of the Entrusted Loan Agreement
Entrusted Loan Arrangement
Pursuant to the Entrusted Loan Agreement, the Company instructed Bank of China to act as a lending agent to, inter
alia, release the Entrusted Loan, which is funded by the Company, to Datang Shentou and monitor the use and repayment
of the Entrusted Loan by Datang Shentou.
Amount of the principal of the Entrusted Loan
US$50,000,000 (equivalent to approximately HK$387,500,000)
Term
96 months, from the date as agreed by the Company and Datang Shentou of utilising the Entrusted Loan which is expected
to be made before the end of May 2006
Interest rate
LIBOR (6 months in US$) as quoted by Telerate Service Page 3750 at 11:00 a.m. on the date which is two working days
prior to each Interest Period plus 1% per annum, calculated on the basis of 360 days a year.
Repayment schedule of the principal of the Entrusted Loan
US$2,000,000 for every six months from 21 September 2006 to 21 March 2010 due and payable on the first day of each
interval; US$4,000,000 due and payable on 21 September 2010 and US$5,000,000 for every six months from 21 March 2011 to
21 September 2013 due and payable on the first day of each interval.
Payment schedule of the interest of the Entrusted Loan
Semi-annually on 21 June and 21 December each year with last payment on 21 September 2013 (i.e. the date of repayment
of last instalment of principal of the Entrusted Loan)
Handling charge
The Company shall pay a handling charge of 0.1% per annum of the outstanding principal of the Entrusted Loan to Bank of
China which is due and payable semi-annually on 21 June and 21 September of each year so long as any part of the
Entrusted Loan is outstanding.
Conditions precedent
The Entrusted Loan Agreement shall become effective upon the signing and stamping of the same by the parties thereto
and being approved by the relevant authorities in the PRC. As at the date of this announcement, all such approval have
been obtained.
CONNECTED TRANSACTION
As at the date of the Entrusted Loan Agreement, Tianjin Jinneng Investment Company ('Tianjin Jinneng') a holder of
approximately 10.84% of the issued share capital of the Company, held 40% of the equity interest in Datang Shentou.
Therefore, Datang Shentou is a connected person of the Company under the Listing Rules and the Entrusted Loan
Arrangement constitutes financial assistance by the Company to Datang Shentou under Rule 14A.13(2)(a)(i) of the Listing
Rules. As each of the assets ratio, the revenue ratio and the consideration ratio (as all defined in Rule 14.07 of the
Listing Rules) for the principal amount of the loan facilities under the Entrusted Loan Agreement is less than 2.5% and
the Entrusted Loan Arrangement is on normal commercial terms, the Entrusted Loan Agreement is only subject to the
reporting and announcement requirements but is exempt from the approval of the independent shareholders under Rules
14A.66(2)(a) under the Listing Rules.
REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT
As disclosed in the announcement of the Company dated 3 September 2003, the proceeds from the issue of convertible
bonds with principal amount of approximately US$153.8 million (bearing interest at the rate 0.75% per annum), which was
completed on 9 September 2003, are expected to be used to finance the Company's foreign exchange requirements, in
particular, for funding the purchase of imported equipment for use in power generation plants and refinancing part of
the Company's foreign exchange borrowings. The Entrusted Loan Arrangement represents the effort of the Company to lower
the financial cost of the Group by funding the loan facilities to Datang Shentou in place of the existing loan
facilities provided by the banks which had been utilized for the purchase of imported equipment for use in power
generation. The Directors (including the independent non-executive Directors) believe that the Entrusted Loan Agreement
are entered into on normal commercial terms which are fair and reasonable and are in the interests of the Company and
its shareholders as a whole.
INFORMATION OF THE GROUP
The Group 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
present main operation in the PRC.
INFORMATION OF DATANG SHENTOU
Datang Shentou was incorporated in the PRC on 8 December 1998 as a limited liability company and is principally engaged
in power generation business. As at the date of this announcement, Datang Shentou was owned as to 60% by the Company
and 40% by Tianjin Jinneng.
DEFINITIONS
'Bank of China' head office of Bank of China
'Board' the board of Directors
'Company' Datang International Power Generation Co., Ltd. ('Chinese
Characters'), a sino-foreign joint stock limited company incorporated
in the PRC on 13 December 1994, the H shares of which are listed on
the Stock Exchange and the London Stock Exchange
'connected person' has the meaning ascribed to it under the Listing Rules
'Datang Shentou' Shanxi Datang International Shentou Power Generation Company Limited
('Chinese Characters') a limited liability company incorporated in
the PRC on 8 December 1998, principally engaged in power generation
business
'Director(s)' the director(s) of the Company
'Entrusted Loan' loan facilities with a principal amount of US$50,000,000
'Entrusted Loan Agreement' the entrusted loan agreement dated 20 April 2006 entered into between
the Company, Bank of China and Datang Shentou in respect of the
Entrusted Loan Arrangement
'Entrusted Loan Arrangement' the Company instructing Bank of China to act as a lending agent to,
inter alia, release the Entrusted Loan, which is funded by the
Company, to Datang Shentou and monitor the use and repayment of the
Entrusted Loan by Datang Shentou pursuant to the Entrusted Loan
Agreement
'Group' the Company and its subsidiaries from time to time
'Interest Period' the period commencing on the date of Datang Shentou utilising the
Entrusted Loan; and thereafter on each of the dates when the change
of the interest rate of the Entrusted Loan becomes effective
'LIBOR' London Inter Bank Offering Rate
'Listing Rules' Rules Governing the Listing of Securities on the Stock Exchange
'London Stock Exchange' The London Stock Exchange Limited
'PRC' the People's Republic of China
'RMB' Renminbi, the lawful currency of the PRC
'Stock Exchange' The Stock Exchange of Hong Kong Limited
'US$' United States dollars, the lawful currency of the United States of
America
'%' per cent.
By order of the Board
Datang International Power Generation Co., Ltd.
Zhai Ruoyu
Chairman
Beijing, the PRC, 25 April 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
For the purpose of this announcement, US$1.00 is equivalent to HK$7.75.
This information is provided by RNS
The company news service from the London Stock Exchange