24th Apr 2013 18:03
DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Announcement Discloseable TransactionDATANG INTERNATIONAL POWER GENERATION COMPANY LD - Announcement Discloseable Transaction
PR Newswire
London, April 24
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance uponthe 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 DISCLOSEABLE TRANSACTION TRANSFER OF TRUST BENFICIAL RIGHTS AGREEMENTOn 23 April 2013, the Company entered into the Transfer of Trust BeneficialRights Agreement with Xiangcai Securities and submitted the application for thetransfer of trust beneficial rights to Zhong Rong Trust. The parties confirmedthat the trust beneficial rights and all rights and obligations under theSpecial Trust Scheme were to be transferred to Xiangcai Securities from theCompany at a total consideration of RMB2.1 billion.
DISCLOSEABLE TRANSACTIONAs at the date of this announcement, since one or more of the applicablepercentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect ofthe transaction under the Transfer of Trust Beneficial Rights Agreement is morethan 5% but less than 25%, the transaction under the Transfer of TrustBeneficial Rights Agreement constitutes a discloseable transaction of theCompany and is subject to the reporting and announcement requirements underChapter 14 of the Listing Rules.
BACKGROUND
On 8 January 2012, the Company entered into the Trust Fund Agreement with ZhongRong Trust, pursuant to which the Company made capital contribution to andappointed Zhong Rong Trust to set up the three-year RMB2 billion Special TrustScheme. The Special Trust Scheme was used for the capital increase of QiantaiEnergy under the name of Zhong Rong Trust for the purpose of integrating thecoal mine projects within Erdos region of Inner Mongolia, details of whichplease refer to the announcement of the Company dated 9 January 2012. TheSpecial Trust Scheme was set up on 10 January 2012 and operated properly.
Taking into account the progress of the integration of coal mine projects inInner Mongolia region and as considered and approved at the thirty-fifthmeeting of the seventh session of the Board on 25 March 2013 after negotiationand reaching an agreement with Zhong Rong Trust, the Company terminated theinvestment in the Special Trust Scheme to withdraw the principal of investmentand corresponding trust income of the Special Trust Scheme.
On 23 April 2013, the Company entered into the Transfer of Trust BeneficialRights Agreement with Xiangcai Securities and submitted the application for thetransfer of trust beneficial rights to Zhong Rong Trust in order to transferthe trust beneficial rights and all rights and obligations under the SpecialTrust Scheme to Xiangcai Securities at a total consideration of RMB2.1 billion.
TRANSFER OF TRUST BENFICIAL RIGHTS AGREEMENT
Date: 23 April 2013 Parties: Party A : the CompanyParty B : Xiangcai Securities
To the best of the Directors' knowledge, information and belief having made allreasonable enquiries, Xiangcai Securities, Zhong Rong Trust and theirrespective ultimate beneficial owner are third parties independent of theCompany and its connected persons.
Major terms:
1. Subject matter: The corresponding trust beneficial rights and all rights
and obligations of the 2 billion trust units under the Special Trust
Scheme.
2. Transfer price and pricing principles: The consideration for the transfer
was RMB2.1 billion and was arrived at with reference to (1) the principal of the Special Trust Scheme in the sum of RMB2 billion; (2) the distributable income of the Special Trust Scheme of RMB100 million for the first quarter of 2013; and (3) the relevant trust management fee and other reasonable fees.3. Party B shall pay the consideration of RMB2.1 billion to the designated
account of Party A within five working days from the date of entering into
the agreement.
4. Zhong Rong Trust (the trustee under the Trust Fund Agreement) shall issue a
transfer confirmation (the "Transfer Confirmation") upon the receipt of (a)
the Transfer of Trust Beneficial Rights Agreement; and (b) the submission
of the application for the transfer of trust beneficial rights.
5. Party A and Party B confirmed that the trust income allocated by Zhong Rong
Trust from the date of affixing seal to the Transfer Confirmation shall be
vested in Party B, and the trust income allocated by it prior to the date
of affixing seal to the Transfer Confirmation shall be vested in Party A.
Conditions Precedent:
The agreement will become effective when it is duly signed by Party A and PartyB and upon confirmation by the trustee.
As at 31 December 2012, the book value of the Special Trust Scheme in theaccount of the Company is RMB2 billion.
The income before taxation generated by the Special Trust Scheme for the yearended 31 December 2012 is RMB 400 million and the income after taxation andrelevant fee generated by the Special Trust Scheme for the year ended 31December 2012 is RMB270 million.
The transfer of the trust beneficial rights and the withdrawal of thecorresponding funds will not have any impact on the profit or loss of theCompany.
INFORMATION ON THE PARTIES TO THE AGREEMENT
1. Xiangcai Securities was established on 14 February 2012. The scope of its
business covers securities and assets management.
2. 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.
3. Zhong Rong Trust was established in July 1982 with a registered capital of
RMB1.4 billion. It engages in businesses including fund trust; chattel
trust; real estate trust; and negotiable securities trust.
REASONS FOR ENTERING INTO THE TRANSFER OF TRUST BENFICIAL RIGHTS AGREEMENT
Taking into account the progress of the integration of coal mine projects inthe Inner Mongolia region, the Company decided to terminate its investment inthe Special Trust Scheme in advance, and transfer the trust beneficial rightsand all rights and obligations under the Special Trust Scheme to XiangcaiSecurities and withdraw the principal of investment and corresponding trustincome. The transfer of the trust beneficial rights and the withdrawal of thecorresponding funds will not have any impact on the current profit or loss ofthe Company. The withdrawal of principal shall be used for the replenishment ofthe Company's working capital.
The Directors (including the independent non-executive directors) are of theview that the relevant terms of the Transfer of Trust Beneficial RightsAgreement are determined on normal commercial terms, and are fair andreasonable and in the interests of the Company and the Shareholders as a whole.
DISCLOSEABLE TRANSACTION
As at the date of this announcement, since one or more of the applicablepercentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect ofthe transaction under the Transfer of Trust Beneficial Rights Agreement is morethan 5% but less than 25%, the transaction under the Transfer of TrustBeneficial Rights Agreement constitutes a discloseable transaction of theCompany and is subject to the reporting and announcement requirements underChapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the followingexpressions have the following meanings:
"associate(s)" has the meaning ascribed to it under the Listing Rules "Board" the board of Directors "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 person" has the meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "PRC" the People's Republic of China "Qiantai Energy" Inner Mongolia Qiantai Energy Investment Company Limited "RMB" Renminbi, the lawful currency of the PRC "Special Trust Zhong Rong - Qiantai Energy Equity Interest InvestmentScheme" Single Trust Fund Scheme under the Trust Fund Agreement "Stock Exchange" The Stock Exchange of Hong Kong Limited "Transfer of Trust the transfer of trust beneficial rights agreement datedBeneficial Rights 23 April 2013 entered into between the Company andAgreement" Xiangcai Securities "Trust Fund the "Zhong Rong - Qiantai Energy Equity InterestAgreement" Investment Single Trust Fund Agreement" dated 8 January 2012 entered into between the Company and Zhong Rong Trust "Xiangcai Securities" Beijing Asset Management Company of Xiangcai Securities Co., Ltd. "Zhong Rong Trust" Zhong Rong International Trust Company Limited "%" per cent By Order of the Board Zhou Gang Secretary to the BoardBeijing, the PRC, 24 April 2013
As at the date of this announcement, the Directors are:
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,Li Hengyuan*, Zhao Jie*,Jiang Guohua*
* Independent non-executive Directors
Related Shares:
Datang Intl H