28th Mar 2013 15:15
DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected TransactionDATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected Transaction
PR Newswire
London, March 28
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: 00991) ANNOUNCEMENT CONNECTED TRANSACTIONSURRENDER OF THE RIGHT OF FIRST REFUSAL
On 27 March 2013, the Company issued a letter to CDC and Gantou Hydropower tosurrender the right of first refusal to acquire the Pledged Interest.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries holdapproximately 34.71% of the issued share capital of the Company and GantouHydropower holds 20% of the equity interest in Ganzi Hydropower Company, asubsidiary of the Company. Pursuant to Chapter 14A of the Listing Rules, CDCand Gantou Hydropower are connected persons of the Company and the surrender ofthe right of first refusal to acquire the Pledged Interest constitutes aconnected transaction of the Company under Rule 14A.70(3) of the Listing Rules.
Since each of the applicable percentage ratios (as defined under Rule14.07 ofthe Listing Rules) in respect of the surrender of the right of first refusal toacquire the Pledged Interest is less than 5%, the transaction is only subjectto the reporting and announcement requirements and does not require theapproval by the independent shareholders of the Company under Chapter 14A ofthe Listing Rules.
BACKGROUNDAs at the date of this announcement, the equity structure of Ganzi HydropowerCompany is as follows: 52.5% of the equity interest of Ganzi Hydropower Companyis held by the Company; 27.5% of the equity interest of Ganzi HydropowerCompany is held by CDC; and 20% of the equity interest of Ganzi HydropowerCompany is held by Gantou Hydropower.
To ensure the smooth implementation of the projects of Ganzi Hydropower Company,Ganzi Hydropower Company held a general meeting on 20 December 2012 and theshareholders resolved to fully pay the capital in Ganzi Hydropower Company inproportion to their respective capital contribution by 30 December 2012. Amongwhich, CDC shall pay a capital of RMB53.88 million and Gantou Hydropower shallpay a capital of RMB315.01 million. The Company has already paid its capital ofRMB853.16 million to Ganzi Hydropower Company in accordance with its proportionof capital contribution.
In this regard, CDC entered into the Advanced Capital Agreement with GantouHydropower. Pursuant to the agreement, Gantou Hydropower agreed to pledge its19.38% equity interest in Ganzi Hydropower Company to CDC and CDC shallcontribute capital in the sum of RMB315.01 million to Ganzi Hydropower Companyon behalf of Gantou Hydropower. In the event that Gantou Hydropower fails torepay the advance capital and the interest incurred thereon based on the bankinterest rates over the same period to CDC before 31 December 2012, the PledgedInterest shall be taken over by CDC.
The Company has recently been notified that as at the date of this announcement,CDC has contributed advance capital in the sum of RMB315.01 million to GanziHydropower Company on behalf of Gantou Hydropower and Gantou Hydropower failedto repay the advance capital to CDC before 31 December 2012. As such, CDCintended to take over the Pledged Interest.
SURRENDER THE RIGHT OF FIRST REFUSAL
Pursuant to the articles of association of Ganzi Hydropower Company, if any ofthe shareholders of Ganzi Hydropower Company intends to sell or transfer theirequity interest, the other shareholder(s) shall have the right of first refusalto acquire such equity interest under the same conditions.
Having taken into account the principal factors and considerations set out inthe section headed "REASONS FOR AND BENEFITS OF SURRENDER THE RIGHT OF FIRSTREFUSAL", the Board decided to surrender the right of first refusal to acquirethe Pledged Interest on 25 March 2013.
On 27 March 2013, the Company issued a letter to CDC and Gantou Hydropowerinforming them that the Company will surrender the right of first refusal toacquire the Pledged Interest.
No money is payable between the Company, CDC and Gantou Hydropower in respectof the surrender of the right of first refusal to acquire the Pledged Interest.
INFORMATION OF THE RELEVANT PARTIES
1. The Company was established in December 1994 and 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. 2. CDC was established on 9 March 2003 and is principally engaged in the development, investment, construction, operation and management of power energy, organization of power (thermal) production and sales; manufacturing, repair and maintenance of power equipment; power technology development and consultation; power engineering, contracting and consultation of environmental power engineering; development of new energy as well as development and production of power related coal resources. 3. Gantou Hydropower was established on 6 March 1989 and is principally engaged in tendering agency, importing agency, pipeline supply, engineering consultation, spare parts, equipment management, supplies management of engineering projects, CDM and safety evaluation. 4. Ganzi Hydropower Company was established on 3 July 2006 and is principally engaged in the development and construction of Sichuan Daduhe Changheba Hydropower Project (with an installed capacity of 2,600MW) and Sichuan Daduhe Huangjinping Hydropower Project (with an installed capacity of 850MW). Both of the projects are currently under construction. According to the audited financial statements of Ganzi Hydropower Company for the year ended 31 December 2012, prepared in accordance with PRC accounting standards, the assets value of Ganzi Hydropower Company as at 31 December 2012 amounted to RMB11,667.3772 million. No profit nor revenues were generated by Ganzi Hydropower Company for the two years ended 31 December 2011 and 31 December 2012, respectively. Following the completion of the change of registration of Ganzi Hydropower Company resulting from the aforesaid change of equity interest, Ganzi Hydropower Company will continue to be a subsidiary of the Company and the equity structure of Ganzi Hydropower Company will be adjusted as follows: 52.5% of the equity interest of Ganzi Hydropower Company will be held by the Company; 46.88% of the equity interest of Ganzi Hydropower Company will be held by CDC; and 0.62% of the equity interest of Ganzi Hydropower Company will be held by Gantou Hydropower.REASONS FOR AND BENEFITS OF THE SURRENDER OF THE RIGHT OF FIRST REFUSAL
The arrangement under the Advanced Capital Agreement is to ensure GanziHydropower Company to have its capital in place, so as to meet its capitalneeds to construct its projects and facilitate smooth construction andoperation. The surrender of the right of first refusal to acquire the PledgedInterest will not change the Company's equity holding in and its control overGanzi Hydropower Company, and therefore would not have any material impact onthe Company.
The Directors (including the independent non-executive Directors) are of theview that the surrender of the right of first refusal to acquire the PledgedInterest is fair and reasonable and conducted on normal commercial terms and inthe ordinary course of business of the Company and is in the interests of theshareholders of the Company as a whole.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold approximately34.71% of the issued share capital of the Company and Gantou Hydropower holds20% of the equity interest in Ganzi Hydropower Company, a subsidiary of theCompany. Pursuant to Chapter 14A of the Listing Rules, CDC and Gantou Hydropowerare connected persons of the Company and the surrender of the right of firstrefusal to acquire the Pledged Interest constitutes a connected transaction ofthe Company under Rule 14A.70(3) of the Listing Rules.
Since each of the applicable percentage ratios (as defined under Rule14.07 ofthe Listing Rules) in respect of the surrender of the right of first refusal toacquire the Pledged Interest is less than 5%, the transaction is only subjectto the reporting and announcement requirements and does not require theapproval by the independent shareholders of the Company under Chapter 14A ofthe Listing Rules.
BOARD'S APPROVALNone of the Director has material interest in the transaction. Those connectedDirectors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are, or havebeen, principal management staff of CDC, have abstained from voting at theBoard meeting for the approval of the relevant transaction in accordance withthe requirements of the listing rules of the Shanghai Stock Exchange.
DEFINITIONS
In this announcement, unless the context otherwise requires, the followingexpressions have the following meanings:
"Advanced Capital Agreement" the advanced capital agreement dated 25 December 2012 entered into between CDC and Gantou Hydropower "Board" the board of directors "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is a controlling shareholder of the Company. CDC and its subsidiaries own approximately 34.71% 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 "Director(s)" the director(s) of the Company "Gantou Hydropower" Ganzi County Gantou Hydropower Development Company Limited. For more information, please refer to the section headed "INFORMATION OF THE RELEVANT PARTIES" "Ganzi Hydropower Company" Sichuan Datang International Ganzi Hydropower Development Co., Ltd., a subsidiary of the Company. For more information, please refer to the section headed "INFORMATION OF THE RELEVANT PARTIES" "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "Pledged Interest" 19.38% equity interest of Ganzi Hydropower Company which Gantou Hydropower is interested in "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "Stock Exchange" The Stock Exchange of Hong Kong Limited By Order of the Board Zhou Gang Secretary to the BoardBeijing, the PRC, 28 March 2013
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, 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