Connected Transaction

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 thisannouncement. 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 17 April 2012, the Company entered into the Entrusted Loan Agreement with CCB Beijing Chaoyang Branch and Ganzi Hydropower Company in relation to the provision of the Entrusted Loan by the Company to Ganzi Hydropower Company through the Entrusted Loan Arrangement, in which CCB Beijing Chaoyang Branch acts as a lending agent. The Entrusted Loan will be used for day-to-day capital turnover at Ganzi Hydropower Company. CONNECTED TRANSACTION CDC is the controlling Shareholder of the Company, which together with its subsidiaries hold approximately 34.71% of the issued capital of the Company as at the date of this announcement. CDC holds 27.5% of the equity interest of Ganzi Hydropower Company. Ganzi Hydropower Company is therefore a connected party of the Company pursuant to Chapter 14A of the Listing Rules and the Entrusted Loan Agreement constitutes a connected transaction of the Company. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Entrusted Loan Agreement is more than 5%, the Entrusted Loan Agreement is subject to the reporting, announcement and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Rule14A.45 of the Listing Rules. A circular containing details of the Entrusted Loan Agreement, a letter from the independent board committee and a letter from the independent financial advisor, both advising the entrusted loan matters and the terms of the Entrusted Loan Agreement, will be despatched to the Shareholders on or before 9 May 2012. BACKGROUND On 23 March 2012, the 23rd meeting of seventh session of the Board considered and agreed the provision of the Entrusted Loan to Ganzi Hydropower Company. On 17 April 2012, the Company entered into the Entrusted Loan Agreement with CCB Beijing Chaoyang Branch and Ganzi Hydropower Company in relation to the provision of the Entrusted Loan by the Company to Ganzi Hydropower Company through the Entrusted Loan Arrangement, in which CCB Beijing Chaoyang 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 17 April 2012, the Company entered into the Entrusted Loan Agreement with CCB Beijing Chaoyang Branch and Ganzi Hydropower Company in relation to the provision of the Entrusted Loan by the Company to Ganzi Hydropower Company through the Entrusted Loan Arrangement, in which CCB Beijing Chaoyang Branch acts as a lending agent. Parties 1. the Company, as the lender; 2. CCB Beijing Chaoyang 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 Beijing Chaoyang Branch is designated by the Company to act as a lending agent to, 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 RMB3,000 million Term The term for the Entrusted Loan Agreement is 7 years commencing from 17 April 2012 to 16 April 2019. Interest rate At a fixed interest rate, being the benchmark interest rate to be charged for the same level of loans of financial institutions in RMB for the same period as announced by the People's Bank of China on the date when each batch of borrowing is withdrawn. The fixed interest rate will remain unchanged during the borrowing period. 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 be formed when it is duly signed by the parties and its implementation shall be subject to the approval by the independent Shareholders of the Company at the general meeting. 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 (excluding the independent non-executive Directors whose views will be contained in the circular after considering the advice from the independent financial advisor) 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. 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 52.5% equity interests, CDC holds 27.5% equity interests, while Gantou Hydropower holds 20% equity interests, of Ganzi Hydropower Company. CONNECTED TRANSACTION CDC is the controlling Shareholder of the Company, which together with its subsidiaries hold approximately 34.71% of the issued capital of the Company as at the date of this announcement. CDC holds 27.5% of the equity interest of Ganzi Hydropower Company. Ganzi Hydropower Company is therefore a the connected party of the Company pursuant to Chapter 14A of the Listing Rules and the Entrusted Loan Agreement constitutes a connected transaction of the Company. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Entrusted Loan Agreement is more than 5%, the Entrusted Loan Agreement is subject to the reporting, announcement and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Rule14A.45 of the Listing Rules. A circular containing details of the Entrusted Loan Agreement, a letter from the independent board committee and a letter from the independent financial advisor, both advising the entrusted loan matters and the terms of the Entrusted Loan Agreement, will be despatched to the Shareholders on or before 9 May 2012. No director has a material interest in the Entrusted Loan Agreement. Connected directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are the principal management staff of CDC have abstained from voting on the approval of the Entrusted Loan Agreement at the Board meeting in accordance with the requirements of the listing rules of the Shanghai Stock Exchange. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR An Independent Board Committee of the Company comprising the independent non-executive Directors will be formed to advise the independent Shareholders on the terms of the Entrusted Loan Agreement. Each of the independent non-executive Director does not have any material interest in the Entrusted Loan Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the independent Shareholders on the terms of the Entrusted Loan Agreement. Any Shareholders and their associates who have a material interest in the transaction, will abstain from voting at the general meeting of the Shareholders held for (including but not limited to) the consideration and approval of the Entrusted Loan Agreement. Therefore, CDC and its associates should abstain from voting on the consideration and approval of the Entrusted Loan Agreement at the general meeting. 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 "associate" has the meaning ascribed to it under the Listing Rules "Board" the board of Directors of the Company "CCB Beijing the Beijing Chaoyang Branch of China Construction Chaoyang 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, hold 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 transaction" Rules "Director(s)" the director(s) of the Company "Entrusted Loan" the entrusted loan of a principal amount of RMB3,000 million "Entrusted Loan the entrusted loan agreement entered into on 17 April Agreement" 2012 between the Company, CCB Beijing Chaoyang Branch and Ganzi Hydropower Company in respect of the Entrusted Loan Arrangement "Entrusted Loan the arrangement where CCB Beijing Chaoyang Branch is Arrangement" designated by the Company to act as the 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 Hydropower Project" Station 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, 17 April 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* and Jiang Guohua*. * Independent non-executive Directors
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