10th Mar 2010 12:57
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 CONNECTED TRANSACTION The Board announced that on 9 March 2010, the Board agreed that the Companyand other shareholders (including CDC and Other Existing Shareholders) ofDatang Finance Company shall increase their respective capital contributions ina total amount of RMB600 million to Datang Finance Company by way of cash inproportion to their existing shareholdings in Datang Finance Company. Thecapital contributions will be made by way of cash on a lump-sum basis.According to the Company's shareholding in Datang Finance Company, the Companyagreed to make a further capital contribution of RMB120 million to DatangFinance Company from its internal resources. Upon completion of the increase incapital contributions, the registered capital of Datang Finance Company willincrease from RMB1,000 million to RMB1,600 million, while the Company'sshareholding in Datang Finance Company will remain as 20%.
CONNECTED TRANSACTION
As at the date of this announcement, CDC and its subsidiaries hold a totalof approximately 36.65% of the issued share capital of the Company and CDC is aconnected person of the Company under Chapter 14A of the Listing Rules.Meanwhile, CDC holds 52.5% of the shares of Datang Finance Company, and OtherExisting Shareholders are subsidiaries of CDC and are therefore connectedpersons of the Company. The increase in capital contribution in Datang FinanceCompany constitutes a connected transaction of the Company under the ListingRules. As one or more of the applicable percentage ratios (as defined in Rule14.07 of the Listing Rules) is more than 0.1% but less than 2.5%, the increasein capital contribution in Datang Finance Company is only subject to thereporting and announcement requirements under Rules 14A.45 to 14A.47 of theListing Rules and does not require the approval by the independent shareholdersof the Company under Chapter 14A of the Listing Rules.
DETAILS OF THE INCREASE IN CAPITAL CONTRIBUTIONS
The Board considered and agreed on 9 March 2010 that the Company and othershareholders (including CDC and Other Existing Shareholders) of Datang FinanceCompany shall increase their respective capital contributions in a total amountof RMB600 million to Datang Finance Company by way of cash in proportion totheir existing shareholdings in Datang Finance Company. The capitalcontributions will be made by way of cash on a lump-sum basis. According to theCompany's shareholding in Datang Finance Company, the Company agreed to make afurther capital contribution of RMB120 million to Datang Finance Company fromits internal resources. Upon completion of the increase in capitalcontributions, the registered capital of Datang Finance Company will increasefrom RMB1,000 million to RMB1,600 million, while the Company's shareholding inDatang Finance Company will remain as 20%. The registered capital of DatangFinance Company is determined with reference to the average level of theregistered capital of finance companies in the PRC. The shareholding structure of Datang Finance Company, the amounts ofincrease in capital contributions made by each of the shareholders to DatangFinance Company and their respective shareholding ratios prior to and after thecompletion of increase in capital contributions are set out as follows: Capital Capital contribution contribution after prior to the Shareholding completion completion prior to Amount of of
Shareholding
of completion the current the
after
the increase of increase in increase completion Name of in the capital in capital of shareholder capital increase contribution contribution increase in of Datang contribution in capital (RMB (RMB the capital Finance (RMB contribution million) million) contribution Company million) CDC 525.0 52.5% 315.0 840 52.5% The Company 200.0 20.0% 120.0 320 20.0% Other Existing Shareholders 275.0 27.5% 165.0 440 27.5% Total 1,000.0 100.0% 600.0 1,600 100.0%
Each of the shareholders of Datang Finance Company agreed to make the increase in capital contributions to Datang Finance Company on or before 30 June 2010 by way of cash.
INFORMATION RELATING TO DATANG FINANCE COMPANY
Datang Finance Company is duly established in the PRC as a non-banking financial institution. The registered capital of Datang Finance Company is RMB1,000 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.
The net profits before and after taxation and extraordinary items for theyear ended 31 December 2008 were RMB140,566,907.41 and RMB100,958,372.18,respectively. The net profits before and after taxation and extraordinary itemsfor the year ended 31 December 2009 were RMB233,854,235.90 andRMB176,880,227.22, respectively (unaudited).
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 CDC
CDC is a state-owned enterprise. Its scope of operations mainly includesthe development, investment, construction, operation and management of powerenergy; organisation of power (thermal) production and sales; as well as powertechnology development and consultation.
INFORMATION RELATING TO OTHER EXISTING SHAREHOLDERS
The Other Existing Shareholders are the other 11 existing shareholders ofDatang Finance Company (apart from the Company and CDC) and all of them aresubsidiaries of CDC. The principal businesses of the Other ExistingShareholders include electricity business, provision of logistics services andsales of coal.
REASONS FOR AND BENEFITS OF THE INCREASE IN CAPITAL CONTRIBUTIONS IN DATANG FINANCE COMPANY
Datang Finance Company is principally engaged in the provision ofprofessional financial services including centralised management of funds,settlement, guarantee and entrusted deposit and loan within the system of CDC.A low capital amount will limit the development of Datang Finance Company andits external financing ability, as well as affecting its funds utilisationefficiency and shareholders' returns. The increase in capital contributions inDatang Finance Company and raising its capital amount will enhance its externalfinancing ability, advance its business expansion and increase its overallprofitability, thereby benefiting the shareholders of the Company. In view of the above reasons and since Datang Finance Company is currentlyregarded as an associated company in the accounts of the Company, the Directors(including the independent non-executive Directors) are of the view that theabove-mentioned transaction is conducted in the ordinary and usual course ofbusiness of the Company. The current transaction is fair and reasonable and isin the interests of the Company and the shareholders as a whole.
CONNECTED TRANSACTION
As at the date of this announcement, CDC and its subsidiaries hold a totalof approximately 36.65% of the issued share capital of the Company and CDC is aconnected person of the Company under Chapter 14A of the Listing Rules.Meanwhile, CDC holds 52.5% of the shares of Datang Finance Company, and OtherExisting Shareholders are subsidiaries of CDC and are therefore connectedpersons of the Company. The increase in capital contribution in Datang FinanceCompany constitutes a connected transaction of the Company under the ListingRules. As one or more of the applicable percentage ratios (as defined in Rule14.07 of the Listing Rules) is more than 0.1% but less than 2.5%, the increasein capital contribution in Datang Finance Company is only subject to thereporting and announcement requirements under Rules 14A.45 to 14A.47 of theListing Rules and does not require the approval by the independent shareholdersof the Company under Chapter 14A of the Listing Rules. Those Directors who have a material interest in the transaction (by virtueof being the principal management staff of CDC) have abstained from voting atthe Board meeting for approval of the relevant transaction.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
"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 36.65% 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 "Datang Finance Company" China Datang Finance Co., Ltd. "Director(s)" the director(s) of the Company "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "London Stock Exchange" The London Stock Exchange Limited "Other Existing the 11 existing shareholders of Datang Shareholders" Finance Company (apart from the Company and CDC) prior to and after the completion of the increase in capital contributions in Datang Finance Company, all being subsidiaries of CDC "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, 10 March 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, GuanTiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, YuChangchun*, Xia Qing* and Li Hengyuan*.
*Independent non-executive Directors
vendorRelated Shares:
Datang Intl H