Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for thecontents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contentsof 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 Capital Increase Agreement On 4 April 2014, the Company entered into the Capital Increase Agreement with CDC Capital Holding Company, DatangOverseas Company and Datang Renewable Power Company, pursuant to which, the parties agreed to make further capitalcontribution to Datang Finance Leasing Company in proportion to their existing equity holding. Among which, theCompany agreed to make further capital contribution of RMB200 million to Datang Finance Leasing Company. Uponcompletion of the capital increase, the Company will have made capital contribution in the total sum of RMB400million in Datang Finance Leasing Company and its equity holding in Datang Finance Leasing Company will remain as20%. Listing Rules Implications As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with itssubsidiaries holds approximately 34.71% of the issued share capital of the Company. CDC Capital Holding Company,Datang Overseas Company and Datang Renewable Power Company are subsidiaries of CDC and are therefore connectedpersons of the Company pursuant to Chapter 14A of the Listing Rules. The transaction contemplated under the CapitalIncrease Agreement constitute a connected transaction of the Company. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect ofthe transaction under the Capital Increase Agreement is more than 0.1% but less than 5%, and all other applicablepercentage ratios are less than 0.1%, the Capital Increase Agreement is only subject to the reporting andannouncement requirements under Chapter 14A of the Listing Rules and does not require the approval by the independentShareholders of the Company. CAPITAL INCREASE AGREEMENT Date 4 April 2014 Parties CDC Capital Holding Company,the Company,Datang Overseas Company, andDatang Renewable Power Company. Major Terms of the Capital Contribution Agreement 1. The Company, CDC Capital Holding Company, Datang Overseas Company and Datang Renewable Power Company agreed to make further capital contribution in cash in the total sum of RMB1 billion to Datang Finance Leasing Company in proportion to their existing equity holding in Datang Finance Leasing Company. Among which, CDC Capital Holding Company agreed to make further capital contribution in the sum of RMB400 million, the Company agreed to make further capital contribution in the sum of RMB200 million, Datang Overseas Company agreed to make further capital contribution in the sum of RMB200 million (to be settled in U.S. dollar), and Datang Renewable Power Company agreed to make further capital contribution in the sum of RMB200 million (to be settled in U.S. dollar). Upon completion of the capital increase, the equity holding structure and the capital contribution of each shareholders of Datang Finance Leasing Company are set out as below: Capital Injection Total Capital prior to the Shareholding Capital injected injected after Shareholding completion of structure prior for the the capital structure after Name of capital increase to the completion capital increase increase the capital Shareholder (RMB million) of capital increase (RMB million) (RMB million) increase CDC Capital Holding Company 400 40% 400 800 40% The Company 200 20% 200 400 20% Datang Overseas Company 200 20% 200 400 20% Datang Renewable Power Company 200 20% 200 400 20% Total 1,000 100% 1,000 2,000 100% 2. Timing for making the capital injection: the initial capital injection to be made by the parties should not be less than 20% of the new registered capital (the initial payment date will be determined by the parties), while the balance of the capital shall be paid in full by the parties within two years from the date of entering into the agreement. Effective Date The Capital Increase Agreement will become effective when it is duly signed by the relevant authorized representatives of the parties and affixed with their respective company chops. Application shall be made for the registration of the change to the relevant registration authority. REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT The operation and development of Datang Finance Leasing Company is currently stable, however the development and theexternal financing capabilities of Datang Finance Leasing Company will be limited by low capital, which will impactthe capital efficiency and the shareholder's return. Thus, the increase in capital of Datang Finance Leasing Companywill elevate its asset size and financing ability, enhance its growth potential and competitiveness, and enables theCompany to obtain a better return on investment. The Directors (including independent non-executive Directors) are of the view that the relevant terms of the CapitalIncrease Agreement are normal commercial terms and the transaction is fair and reasonable, and is in the interest ofthe Company and its Shareholders as a whole. BOARD'S APPROVAL None of the Directors have any material interest in the Capital Increase Agreement. Those connected Directors,including Chen Jinhang, Hu Shengmu and Fang Qinghai, have abstained from voting at the Board meeting for approval ofthe relevant transaction in accordance with the requirements of the listing rules of the Shanghai Stock Exchange. INFORMATION OF THE RELEVANT PARTIES DATANG FINANCE LEASING COMPANY Datang Finance Leasing Company is a company jointly invested by the members of CDC Group with the registered capitalof RMB1 billion. It is principally engaged in finance leasing business, leasing business, purchase of the leasedassets domestically and abroad, and the consultation of the lease transactions. THE COMPANY The Company is principally engaged in the construction and operation of power plants, the sale of electricity andthermal power, the repair and maintenance of power equipment and power related technical services, with its mainservice areas being in the PRC. CDC CAPITAL HOLDING COMPANY CDC Capital Holding Company is a wholly-owned subsidiary of CDC. The company's capital registered is RMB2 billion, itis principally engaged in investment management, asset management, investment enquiries and etc. DATANG OVERSEAS COMPANY Datang Overseas Company is a wholly-owned subsidiary of China Datang Overseas Investment Co., Ltd., a wholly-ownedsubsidiary of CDC. The company's capital registered is USD137.23 million, its business scope principally covers powerand energy project related businesses. DATANG RENEWABLE POWER COMPANY Datang Renewable Power Company is a wholly-owned subsidiary of China Datang Corporation Renewable Power Co., Limited,a subsidiary of CDC. The company's registered capital is HK$100 thousand. Its business scope principally covers powerand energy project related businesses. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with itssubsidiaries holds approximately 34.71% of the issued share capital of the Company. CDC Capital Holding Company,Datang Overseas Company and Datang Renewable Power Company are subsidiaries of CDC and are therefore connected personsof the Company pursuant to Chapter 14A of the Listing Rules. The transaction contemplated under the Capital IncreaseAgreement constitute a connected transaction of the Company. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect ofthe transaction under the Capital Increase Agreement is more than 0.1% but less than 5%, and all other applicablepercentage ratios are less than 0.1%, the Capital Increase Agreement is only subject to the reporting and announcementrequirements under Chapter 14A of the Listing Rules and does not require the approval by the independent Shareholdersof the Company. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Board" the board of directors "Capital Increase Agreement" the "Capital Increase Agreement for Datang Finance Leasing Company" dated 4 April 2014 entered into between the Company, CDC Capital Holding Company, Datang Overseas Company and Datang Renewable Power Company in relation to the capital increase for Datang Finance Leasing Company "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is the controlling Shareholder of the Company "CDC Group" CDC's subsidiaries "CDC Capital Holding Company" China Datang Corporation Capital Holding Co. Limited, details of which please refer to the section headed "Information of the Relevant Parties" "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 person" has the meaning ascribed to it under the Listing Rules "connected transaction" has the meaning ascribed to it under the Listing Rules "Datang Finance Leasing Company" Datang Finance Leasing Co., Limited, details of which please refer to the section headed "Information of the Relevant Parties" "Datang Overseas Company" China Datang Overseas (Hong Kong) Co., Limited, details of which please refer to the section headed "Information of the Relevant Parties" "Datang Renewable Power Company" Datang Renewable Power (Hong Kong) Co., Limited "Director(s)" the director(s) of the Company "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 shareholders of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "%" percentage By Order of the Board Zhou Gang Secretary of the Board Beijing, The PRC, 4 April, 2014 As at the date of this announcement, the Directors of the Company are:Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang,Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang,Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive Directors