8th May 2012 07:00
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. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991) OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON COMPLETION OF A PLAN TO INCREASE SHAREHOLDINGS IN DATANG INTERNATIONAL POWER GENERATION CO., LTD BY China Datang CorporationSpecial Notice:
The board of directors (the "Board") and all directors (the "Directors") of the Company warrant that there are no false representations and misleading statements contained in, or material omissions from this announcement, and severally and jointly accept the responsibility for the truthfulness, accuracy and completeness of the content of this announcement.
This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
Datang International Power Generation Co., Ltd. (the "Company") recently received a notice from China Datang Corporation ("CDC"), the controlling shareholder of the Company, confirmed the proceeding of a plan to increase its shareholding in the Company, by an amount not exceeding 2% of the total share capital of the Company, through the securities trading system of the Shanghai Stock Exchange since 6 May 2011. As at 4 May 2012, the amount of aggregated increased shareholdings of CDC accounted for 0.599% of the total issued share capital of the Company. CDC confirmed that such plan has been completed. The Company announces the details as follows:
I. Details of the increase in holding of shares
On 6 May 2011, CDC increased its holding of the Company's A shares amounting to 2,335,501 A
shares through the securities trading system of the Shanghai Stock Exchange. CDC also intended to,
through itself or its subsidiaries to, continue to purchase A shares or H shares of the Company,
through the securities trading system of the Shanghai Stock Exchange or the Hong Kong market by
way of on-market or off-market transactions, within 12 months from 6 May 2011 according to their
own needs and the market situations. The aggregate amount of shares to be purchased shall not
exceed 2% of the total issued share capital of the Company (including the portion of increased
shares on 6 May 2011). CDC undertakes that CDC and its subsidiaries will not reduce their
respective shareholdings in the Company during the course of the share purchase plan and the
statutory period.
On 4 May 2012, CDC confirmed that the share purchase plan has been completed. As at 4 May 2012,
CDC aggregately purchased 79,736,254 A shares of the Company since 6 May 2011 through the securities
trading system of the Shanghai Stock Exchange (excluding the 100,000,000 A shares subscribed by
CDC pursuant to an agreement entered into under the non-public issue of A shares of the Company,
which was completed on 30 May 2011), representing 0.599% of the current total share capital of
the Company, which amounts to 13,310,037,578 shares. Upon the completion of the share purchase
plan, CDC directly held 4,138,977,414 A shares of the Company (including the non-public issue
of 100,000,000 A shares of the Company subscribed by CDC mentioned above), and indirectly held
480,680,000 H shares of the Company through China Datang Overseas (Hong Kong) Co., Limited, a
wholly-owned subsidiary of CDC, the aggregate of which represents approximately 34.71% of the
current total issued share capital of the Company.
CDC has abided by its undertaking and has not reduced its holding of shares in the Company in
the course of the share purchase plan.
II. Lawyer's Specific Opinion on Due Diligence Check
Beijing Zhong Lun Law Firm has expressed its specific opinion on the due diligence check on the
increase in the shareholding in the Company by CDC: CDC has the capacity as a subject according
to law to increase its shareholding in the Company. Under paragraph 2(1) of Article 63 of the
"Measures Governing the Acquisition of Listed Companies", CDC is exempted from filing a waiver
application and can directly apply to the stock exchange and the securities registration and
clearing institution for processing the transfer of shares and registration of transfer. CDC
has executed the relevant approval procedures and the increase in shareholding complied with
the "Company Law of the People's Republic of China", the "Securities Law of the People's Republic
of China", the "Measures Governing the Acquisition of Listed Companies", "Guidelines for Shares
Purchase by Shareholders and Parties Acting in Concert of Listed Companies under the Shanghai
Stock Exchange" and relevant laws, regulations and other requirements under regulatory documents.
CDC has fulfilled the obligation of information disclosure and there was not any behavior of
contravention of laws and regulation during the course of the increase of shareholding. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 7 May 2012
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
END
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