Connected Transactions Announcement

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. DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) CONNECTED TRANSACTIONS ANNOUNCEMENT ON FINANCIAL ASSISTANCE AND ANNOUNCEMENT PURSUANT TO RULE 13.17 OF THE LISTING RULES THE GUARANTEE The Board announces that Datang Overseas Investment, a wholly-owned subsidiary of CDC, shall enter into a Guarantee with the Bank to pledge 358,680,000 H shares of the Company to the Bank to secure the Loan Facility provided by the Bank to Hong Kong Company, a wholly-owned subsidiary of the Company. THE COUNTER GUARANTEE In consideration of the provision of the Guarantee by Datang Overseas Investment, the Board announces that the Company provided the Counter Guarantee in favour of Datang Overseas Investment on 31 March 2010, pursuant to which the Company agreed to provide a counter guarantee in favour of Datang Overseas Investment against all amounts incurred by Hong Kong Company under the Guarantee. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC and its subsidiaries hold approximately 35.08% of the shares in the Company and Datang Overseas Investment is a wholly-owned subsidiary of CDC. Accordingly, Datang Overseas Investment is a connected person of the Company under Chapter 14A of the Listing Rules and the Guarantee and Counter Guarantee constitute connected transactions of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Guarantee and Counter Guarantee is higher than the 0.1% and less than 2.5%, the Guarantee and Counter Guarantee are only subject to the reporting and announcement requirements but are exempt from the approval by the independent shareholders of the Company under the requirements of Chapter 14A of the Listing Rules. Since CDC is the controlling shareholder of the Company, the pledge of the 358,680,000 H shares of the Company by Datang Overseas Investment to the Bank under the Guarantee also triggers disclosure obligation of the Company under Rule 13.17 of the Listing Rules and therefore this announcement is also made by the Company pursuant to Rule 13.17 of the Listing Rules. THE GUARANTEE Parties: (a) The Bank; and (b) Datang Overseas Investment Material Terms of the Guarantee: Under the Guarantee, Datang Overseas Investment will agree to pledge 358,680,000 H shares of the Company to the Bank to secure the Loan Facility provided by the Bank to Hong Kong Company. The liability of Datang Overseas Investment in respect of the Guarantee shall include the Loan Facility of not exceeding HK$700 million, any interests accrued thereon, any fee and charges payable by Hong Kong Company to the Bank and any legal or other costs and expenses incurred by the Bank for the recovery of the Loan Facility from Hong Kong Company. The Company shall issue a further announcement on the Guarantee in accordance with the requirements of Chapter 14A of the Listing Rules in the event that the terms of the Guarantee when it is being signed are materially different from the terms already disclosed in this announcement. THE COUNTER GUARANTEE Date: 31 March 2010 Parties: (a) The Company; and (b) Datang Overseas Investment Material Terms of the Counter Guarantee: In consideration of the provision of the Guarantee by Datang Overseas Investment, the Company agreed to provide a counter guarantee in favour of Datang Overseas Investment against all amounts incurred by Hong Kong Company under the Guarantee. The term of the Counter Guarantee commences from the effective date of the Guarantee to the expiry date of the Guarantee and the two-years period thereafter. The Counter Guarantee will be provided on a joint-liability basis. The Counter Guarantee is conditional upon (i) the Guarantee becoming effective; and (ii) the approval of the relevant matters relating to Counter Guarantee by the shareholders of the Company in the general meeting as required under the rules of the Shanghai Stock Exchange (Note). Note: According to the Listing Rules of the Shanghai Stock Exchange, as the asset-liability ratio of Hong Kong Company is over 70%, the relevant matters relating to Counter Guarantee by the Company to Datang Overseas Investment for Hong Kong Company's Loan Facility is required to be submitted to the general meeting for shareholders' approval. CDC and its associates shall abstain from voting in the general meeting for approving this resolution. REASONS AND BENEFITS OF ENTERING INTO THE GUARANTEE AND COUNTER GUARANTEE Through the above Guarantee and Counter Guarantee, Hong Kong Company will be granted the Loan Facility to ensure its normal production and operations. The Directors (including independent Directors) are of the view that the above Guarantee and Counter Guarantee are conducted on normal commercial terms during the Company's ordinary course of business. These transactions are fair, reasonable and in the interests of the shareholders of the Company as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC and its subsidiaries hold approximately 35.08% of the shares in the Company and Datang Overseas Investment is a wholly-owned subsidiary of CDC. Accordingly, Datang Overseas Investment is a connected person of the Company under Chapter 14A of the Listing Rules and the Guarantee and Counter Guarantee constitute connected transactions of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Guarantee and Counter Guarantee is higher than the 0.1% and less than 2.5%, the Guarantee and Counter Guarantee are only subject to the reporting and announcement requirements but are exempt from the approval by the independent shareholders of the Company under the requirements of Chapter 14A of the Listing Rules. Since CDC is the controlling shareholder of the Company, the pledge of the 358,680,000 H shares of the Company by Datang Overseas Investment to the Bank under the Guarantee also triggers disclosure obligation of the Company under Rule 13.17 of the Listing Rules and therefore this announcement is also made by the Company pursuant to Rule 13.17 of the Listing Rules. INFORMATION ON RELEVANT PARTIES 1. Information relating to the Company The Company 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. As at the date of this announcement, the Company's aggregate external guarantees amounted to approximately RMB11.62961 billion (unaudited), accounting for 38.07% of the latest audited net assets of approximately RMB30.55078 billion, which were all guarantees for the Company's subsidiaries, jointly-controlled entities and associated companies. There were no overdue external guarantees. 2. Information relating to Hong Kong Company Hong Kong Company, a wholly-owned subsidiary of the Company, was set up in Hong Kong in 2004, with a registered capital of US$2.9 million. It is principally engaged in the development of power projects, coal trading and trading in the four major pipelines for power plants. It currently operates four sets of 38 MW hydro-electric generating units of a hydropower station at Zhiganglaka, Qinghai. 3. Information relating to Datang Overseas Investment Datang Overseas Investment was set up by CDC in Hong Kong as the latter's wholly-owned subsidiary in November 2006, with a registered capital of US$5.0 million. It is principally engaged in the development, investment, construction, operation and management of electrical energy in China and overseas; the organisation of production and sale of electricity (including thermal power); the self-operation or agency representation in the imports and exports of various types of merchandises and technologies (except for the merchandises and technologies which were restricted from operation by the Company or prohibited from importing and exporting by the State); the contracting for overseas projects and exports of equipment and materials required therefor; the development, transportation and trading of mineral resources including coal; as well as asset management. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Bank" Bank of China (Hong Kong) Limited "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 35.08% 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 "Counter Guarantee" the counter guarantee dated 31 March 2010 executed by the Company in favour of Datang Overseas Investment in respect of the Guarantee "Datang Overseas China Datang Overseas Investment Co., Limited, Investment" a wholly-owned subsidiary of CDC "Director(s) " the director(s) of the Company "Guarantee" the deed of guarantee to be entered into between the Bank and Datang Overseas Investment to provide security for the Loan Facility provided by the Bank to Hong Kong Company "Hong Kong Company" Datang International (Hong Kong) Limited, a wholly-owned subsidiary of the Company "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "Loan Facility" a general banking facility of not exceeding the sum of HK$700 million agreed to be made available to Hong Kong Company by the Bank "London Stock The London Stock Exchange Limited Exchange" "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, 1 April 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, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu Changchun*, Xia Qing* and Li Hengyuan*. *Independent non-executive Directors END
UK 100

Latest directors dealings