TIDMDAT
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 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 TRANSACTIONS ANNOUNCEMENT
ON FINANCIAL ASSISTANCE AND
ANNOUNCEMENT PURSUANT TO RULE 13.17 OF THE LISTING RULES
THE GUARANTEE
The Board announces that Datang Overseas Investment, a wholly-owned subsidiary
of CDC, shall enter into a Guarantee with the Bank to pledge 358,680,000 H
shares of the Company to the Bank to secure the Loan Facility provided by the
Bank to Hong Kong Company, a wholly-owned subsidiary of the Company.
THE COUNTER GUARANTEE
In consideration of the provision of the Guarantee by Datang Overseas
Investment, the Board announces that the Company provided the Counter Guarantee
in favour of Datang Overseas Investment on 31 March 2010, pursuant to which the
Company agreed to provide a counter guarantee in favour of Datang Overseas
Investment against all amounts incurred by Hong Kong Company under the
Guarantee.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold
approximately 35.08% of the shares in the Company and Datang Overseas
Investment is a wholly-owned subsidiary of CDC. Accordingly, Datang Overseas
Investment is a connected person of the Company under Chapter 14A of the
Listing Rules and the Guarantee and Counter Guarantee constitute connected
transactions of the Company. As each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the Guarantee and
Counter Guarantee is higher than the 0.1% and less than 2.5%, the Guarantee and
Counter Guarantee are only subject to the reporting and announcement
requirements but are exempt from the approval by the independent shareholders
of the Company under the requirements of Chapter 14A of the Listing Rules.
Since CDC is the controlling shareholder of the Company, the pledge of the
358,680,000 H shares of the Company by Datang Overseas Investment to the Bank
under the Guarantee also triggers disclosure obligation of the Company under
Rule 13.17 of the Listing Rules and therefore this announcement is also made by
the Company pursuant to Rule 13.17 of the Listing Rules.
THE GUARANTEE
Parties:
(a) The Bank; and
(b) Datang Overseas Investment
Material Terms of the Guarantee:
Under the Guarantee, Datang Overseas Investment will agree to pledge
358,680,000 H shares of the Company to the Bank to secure the Loan Facility
provided by the Bank to Hong Kong Company. The liability of Datang Overseas
Investment in respect of the Guarantee shall include the Loan Facility of not
exceeding HK$700 million, any interests accrued thereon, any fee and charges
payable by Hong Kong Company to the Bank and any legal or other costs and
expenses incurred by the Bank for the recovery of the Loan Facility from Hong
Kong Company.
The Company shall issue a further announcement on the Guarantee in accordance
with the requirements of Chapter 14A of the Listing Rules in the event that the
terms of the Guarantee when it is being signed are materially different from
the terms already disclosed in this announcement.
THE COUNTER GUARANTEE
Date:
31 March 2010
Parties:
(a) The Company; and
(b) Datang Overseas Investment
Material Terms of the Counter Guarantee:
In consideration of the provision of the Guarantee by Datang Overseas
Investment, the Company agreed to provide a counter guarantee in favour of
Datang Overseas Investment against all amounts incurred by Hong Kong Company
under the Guarantee. The term of the Counter Guarantee commences from the
effective date of the Guarantee to the expiry date of the Guarantee and the
two-years period thereafter. The Counter Guarantee will be provided on a
joint-liability basis.
The Counter Guarantee is conditional upon (i) the Guarantee becoming effective;
and (ii) the approval of the relevant matters relating to Counter Guarantee by
the shareholders of the Company in the general meeting as required under the
rules of the Shanghai Stock Exchange (Note).
Note:
According to the Listing Rules of the Shanghai Stock Exchange, as the
asset-liability ratio of Hong Kong Company is over 70%, the relevant matters
relating to Counter Guarantee by the Company to Datang Overseas Investment for
Hong Kong Company's Loan Facility is required to be submitted to the general
meeting for shareholders' approval. CDC and its associates shall abstain from
voting in the general meeting for approving this resolution.
REASONS AND BENEFITS OF ENTERING INTO THE GUARANTEE AND COUNTER GUARANTEE
Through the above Guarantee and Counter Guarantee, Hong Kong Company will be
granted the Loan Facility to ensure its normal production and operations. The
Directors (including independent Directors) are of the view that the above
Guarantee and Counter Guarantee are conducted on normal commercial terms during
the Company's ordinary course of business. These transactions are fair,
reasonable and in the interests of the shareholders of the Company as a whole.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold
approximately 35.08% of the shares in the Company and Datang Overseas
Investment is a wholly-owned subsidiary of CDC. Accordingly, Datang Overseas
Investment is a connected person of the Company under Chapter 14A of the
Listing Rules and the Guarantee and Counter Guarantee constitute connected
transactions of the Company. As each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the Guarantee and
Counter Guarantee is higher than the 0.1% and less than 2.5%, the Guarantee and
Counter Guarantee are only subject to the reporting and announcement
requirements but are exempt from the approval by the independent shareholders
of the Company under the requirements of Chapter 14A of the Listing Rules.
Since CDC is the controlling shareholder of the Company, the pledge of the
358,680,000 H shares of the Company by Datang Overseas Investment to the Bank
under the Guarantee also triggers disclosure obligation of the Company under
Rule 13.17 of the Listing Rules and therefore this announcement is also made by
the Company pursuant to Rule 13.17 of the Listing Rules.
INFORMATION ON RELEVANT PARTIES
1. Information relating to the Company
The Company is principally engaged in the construction and operation of power
plants, the sale of electricity and thermal power, the repair and maintenance
of power equipment and power related technical services, with its main service
areas being in the PRC.
As at the date of this announcement, the Company's aggregate external
guarantees amounted to approximately RMB11.62961 billion (unaudited),
accounting for 38.07% of the latest audited net assets of approximately
RMB30.55078 billion, which were all guarantees for the Company's subsidiaries,
jointly-controlled entities and associated companies. There were no overdue
external guarantees.
2. Information relating to Hong Kong Company
Hong Kong Company, a wholly-owned subsidiary of the Company, was set up in Hong
Kong in 2004, with a registered capital of US$2.9 million. It is principally
engaged in the development of power projects, coal trading and trading in the
four major pipelines for power plants. It currently operates four sets of 38 MW
hydro-electric generating units of a hydropower station at Zhiganglaka,
Qinghai.
3. Information relating to Datang Overseas Investment
Datang Overseas Investment was set up by CDC in Hong Kong as the latter's
wholly-owned subsidiary in November 2006, with a registered capital of US$5.0
million. It is principally engaged in the development, investment,
construction, operation and management of electrical energy in China and
overseas; the organisation of production and sale of electricity (including
thermal power); the self-operation or agency representation in the imports and
exports of various types of merchandises and technologies (except for the
merchandises and technologies which were restricted from operation by the
Company or prohibited from importing and exporting by the State); the
contracting for overseas projects and exports of equipment and materials
required therefor; the development, transportation and trading of mineral
resources including coal; as well as asset management.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Bank" Bank of China (Hong Kong) Limited
"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 35.08% 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
"Counter Guarantee" the counter guarantee dated 31 March 2010
executed by the Company in favour of Datang
Overseas Investment in respect of the Guarantee
"Datang Overseas China Datang Overseas Investment Co., Limited,
Investment" a wholly-owned subsidiary of CDC
"Director(s) " the director(s) of the Company
"Guarantee" the deed of guarantee to be entered into
between the Bank and Datang Overseas Investment
to provide security for the Loan Facility
provided by the Bank to Hong Kong Company
"Hong Kong Company" Datang International (Hong Kong) Limited, a
wholly-owned subsidiary of the Company
"Listing Rules" The Rules Governing the Listing of Securities
on the Stock Exchange
"Loan Facility" a general banking facility of not exceeding the
sum of HK$700 million agreed to be made
available to Hong Kong Company by the Bank
"London Stock The London Stock Exchange Limited
Exchange"
"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, 1 April 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
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