Connected Transaction

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of thisannouncement, 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: 00991) ANNOUNCEMENT CONNECTED TRANSACTION ENTRUSTED LOAN AGREEMENT On 26 August 2011, the 14th meeting of the seventh session of the Board considered and approved the provision of an entrusted loan of not more than RMB1 billion to Ganzi Hydropower Company. On 15 September 2011, the Company entered into the Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Ganzi Hydropower Company in relation to the provision of the first trench of the entrusted loan amounting to RMB500 million by the Company to Ganzi Hydropower Company through the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch acts as a lending agent. CONNECTED TRANSACTION The 14th meeting of the seventh session of the Board has considered and approved CDC, a controlling Shareholder of the Company, to join as a shareholder of Ganzi Hydropower Company by way of capital increase and share enlargement. Upon completion of the capital increase, the equity structure of Ganzi Hydropower Company will be adjusted as follows: the Company will hold 52.5%, CDC will hold 27.5% and Gantou Hydropower will hold 20%. Ganzi Hydropower Company will therefore become a connected person of the Company and the Entrusted Loan Agreement will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the principal amount of the Entrusted Loan is more than 0.1% but less than 5%, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the requirement of approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. BACKGROUND On 26 August 2011, the 14th meeting of seventh session of the Board considered and approved the provision of an entrusted loan of not more than RMB1 billion to Ganzi Hydropower Company. On 15 September 2011, the Company entered into the Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Ganzi Hydropower Company in relation to the provision of the first trench of the entrusted loan amounting to RMB500 million by the Company to Ganzi Hydropower Company through the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch acts as a lending agent, in order to satisfy Ganzi Hydropower Company's day-to-day capital turnover. Entrusted Loan Agreement Date and Subject Matter On 15 September 2011, the Company entered into the Entrusted Loan Agreement with CCB Diao Yu Tai Branch and Ganzi Hydropower Company in relation to the provision of the Entrusted Loan amounting to RMB500 million by the Company to Ganzi Hydropower Company through the Entrusted Loan Arrangement, in which CCB Diao Yu Tai Branch acts as a lending agent. Parties 1. the Company, as the lender; 2. CCB Diao Yu Tai Branch, as the lending agent; and 3. Ganzi Hydropower Company, as the borrower. Major Terms of the Entrusted Loan Agreement Entrusted Loan Arrangement Pursuant to the Entrusted Loan Agreement, CCB Diao Yu Tai Branch is designated by the Company to act as a lending agent to, inter alia, release the Entrusted Loan, which is funded by the Company, to Ganzi Hydropower Company and to monitor the use and repayment of the Entrusted Loan by Ganzi Hydropower Company. Principal amount of the Entrusted Loan RMB500 million Term The term for the Entrusted Loan Agreement is 60 months commencing from 15 September 2011 to 14 September 2016. Interest rate At a floating interest rate, being the benchmark interest rate to be charged for the same level of loans in RMB by the People's Bank of China for the same period as announced by the People's Bank of China on the date when each batch of borrowing is withdrawn and to be adjusted annually. The adjustment date is 21st December of each year. The adjusted interest rate will be the benchmark lending rate for the same level of loans in RMB for the same period as announced by the People's Bank of China on the adjustment date. Such interest rate is arrived at after arm's length negotiation between the Company and Ganzi Hydropower Company in consideration of the overall reduction in capital costs to the Group after the accounts of Ganzi Hydropower Company (being the controlled subsidiary of the Company) are consolidated into the accounts of the Company. Repayment schedule of the principal of the Entrusted Loan One-off repayment of the principal by Ganzi Hydropower Company upon maturity of the Entrusted Loan Agreement. Payment schedule of interests of the Entrusted Loan Interests shall be settled by Ganzi Hydropower Company on a quarterly basis. The settlement date falls on the twentieth (20th) day of the last month of each quarter. Handling charge The annual handling charge for the Entrusted Loan under the Entrusted Loan Agreement is calculated at 0.025% of the principal amount of the Entrusted Loan. Ganzi Hydropower Company shall pay such handling charge when the Entrusted Loan is released and on every year's corresponding date for the release of the loan. Effective Date The Entrusted Loan Agreement shall become effective when it is duly signed by the parties. REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT In order to assure the day-to-day capital turnover at Ganzi Hydropower Company, the Company intends to provide the Entrusted Loan to Ganzi Hydropower Company. The Company is of the view that the Entrusted Loan is beneficial for ensuring a normal progression on the project construction of Ganzi Hydropower Company as well as the repayment of due borrowings. It is also considered that the overall capital costs to the Group will be reduced after the accounts of Ganzi Hydropower Company (being the controlled subsidiary of the Company) are consolidated into the accounts of the Company The Directors (including the independent non-executive Directors) are of the view that the terms of the Entrusted Loan Agreement are fair and reasonable, have been entered into after arm's length negotiation between all parties thereto and determined on normal commercial terms, and are in the interests of the Company and the Shareholders as a whole. CONNECTED TRANSACTION The 14th meeting of the seventh session of the Board has considered and approved CDC, a controlling Shareholder of the Company, to join as a shareholder of Ganzi Hydropower Company by way of capital increase and share enlargement. Upon completion of the capital increase, the equity structure of Ganzi Hydropower Company will be adjusted as follows: the Company will hold 52.5%, CDC will hold 27.5% and Gantou Hydropower will hold 20%. Ganzi Hydropower Company will therefore become a connected person of the Company and the Entrusted Loan Agreement will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the principal amount of the Entrusted Loan is more than 0.1 % but less than 5%, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from the requirement of approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. None of the Directors have any material interest in the Entrusted Loan Agreement. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are principal management staff at CDC, have abstained from voting at the relevant Board meeting for the approval of the Entrusted Loan Agreement pursuant to the listing rules of the Shanghai Stock Exchange. 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 as well as the provision of power-related technical services. The main service areas of the Company are in the PRC. INFORMATION RELATING TO GANZI HYDROPOWER COMPANY Ganzi Hydropower Company was incorporated on 3 July 2006 with a registered capital of RMB50 million. Ganzi Hydropower Company is responsible for the development and construction of two hydropower projects, namely the Changheba Hydropower Project (with an installed capacity of 2,600MW) and the Huangjinping Hydropower Project (with an installed capacity of 850MW). The Changheba Hydropower Project and the Huangjinping Hydropower Project were approved by the National Development and Reform Commission in November 2010 and February 2011, respectively, and are currently under construction. As at the date of this announcement, the Company holds 80% equity interests, while Gantou Hydropower holds 20% equity interests, of Ganzi Hydropower Company. The 14th meeting of the seventh session of the Board considered and approved CDC, a controlling Shareholder of the Company, to join as a shareholder of Ganzi Hydropower Company by way of capital increase and share enlargement. Upon completion of the capital increase, the equity structure of Ganzi Hydropower Company will be adjusted as follows: the Company will hold 52.5%, CDC will hold 27.5% and Gantou Hydropower will hold 20%. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "A Share(s)" the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each and are listed on the Shanghai Stock Exchange "Board" the board of Directors of the Company "CCB Diao Yu Tai the Beijing Diao Yu Tai Branch of China Construction Branch" Bank Corporation, a bank incorporated in the PRC and is principally engaged in banking, financial and other finance-related services "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is a controlling Shareholder of the Company pursuant to the Listing Rules which, together with its subsidiaries, own approximately 34.71% of the issued share capital of the Company as at the date of this announcement "Changheba the Sichuan Dadu River Changheba Hydropower Station Hydropower Project" Project, a project involving the design of 4x650MW mixed-flow generating units with a total installed capacity of 2,600MW; currently under the construction stage "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 has the meaning ascribed to it under the Listing Rules transaction" "Director(s)" the director(s) of the Company "Entrusted Loan" the entrusted loan of a principal amount of RMB500 million "Entrusted Loan the entrusted loan agreement entered into on 15 Agreement" September 2011 between the Company, CCB Diao Yu Tai Branch and Ganzi Hydropower Company in respect of the Entrusted Loan Arrangement "Entrusted Loan the arrangement where CCB Diao Yu Tai Branch is Arrangement" designated by the Company to act as lending agent to, inter alia, release the Entrusted Loan, which is funded by the Company, to Ganzi Hydropower Company and to monitor the use and repayment of the Entrusted Loan by Ganzi Hydropower Company pursuant to the Entrusted Loan Agreement "Gantou Hydropower" Ganzi County Gantou Hydropower Development Company Limited, established on 30 March 2006 with a registered capital of RMB100 million, principally engaged in the business of hydropower investments "Ganzi Hydropower Sichuan Datang International Ganzi Hydropower Company" Development Co., Ltd., a controlled subsidiary of the Company "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "H Share(s)" the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and the London Stock Exchange "Huangjinping the Sichuan Dadu River Huangjinping Hydropower Station Hydropower Project" Project, a project involving the design of 4x200MW vertical-axle mixed-flow generating units and 2x25MW generating units with a total installed capacity of 850MW; currently under the construction stage "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "Shareholder(s)" the holder(s) of the Share(s) "Shares" the ordinary shares of the Company with a nominal value of RMB1.00 each, comprising domestic Shares and H Shares "Stock Exchange" The Stock Exchange of Hong Kong Limited "%" percent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 15 September 2011 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* and Jiang Guohua*. * Independent non-executive Directors
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