Datang Intl H Regulatory News (DAT)

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) CONNECTED TRANSACTION ANNOUNCEMENT ON PROVISION OF FINANCIAL ASSISTANCE BACKGROUND CDC issued the Guarantee Letter on 16 September 2014 in favour of the Companyin respect of the Corporate Bonds with an aggregate amount of RMB3.0 billion tocover the principal and interest, default and damages, and fees incurred inrealising the recourse in relation to the Corporate Bonds. Given that theguarantee provided by CDC exceeds its shareholding ratio of the Company (i.e.,34.71%), pursuant to the requirement under the "China Datang CorporationManagement Procedures on Guarantee", the Company shall issue the CounterGuarantee Undertaking Letter in favour of CDC to counter guarantee theguarantee portion provided by CDC which is in excess of its shareholding ratioin the Company (i.e., 65.29%). COUNTER GUARANTEE UNDERTAKING LETTER On 30 October 2014, the Company issued the Counter Guarantee Undertaking Letterin favour of CDC to counter guarantee the guarantee portion provided by CDC inexcess of its shareholding ratio in the Company (i.e. 65.29%), and the counterguarantee limit amounted to approximately RMB1,959 million. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC together with its subsidiaries holdapproximately 34.71% of the issued share capital of the Company. CDC istherefore a connected person of the Company and the issuance of CounterGuarantee Undertaking Letter by the Company in favour of CDC constitutes aconnected transaction of the Company under Chapter 14A of the Listing Rules. As all applicable percentage ratios (as defined in Rule 14.07 of the ListingRules) for the amount involved in the Counter Guarantee Undertaking Letter aremore than 0.1% but less than 5%, the Counter Guarantee Undertaking Letter issubject to the reporting and announcement requirements under Chapter 14A of theListing Rules, but is exempted from the approval by the independentShareholders of the Company under Chapter 14A of the Listing Rules. BACKGROUND CDC issued the Guarantee Letter on 16 September 2014 in favour of the Companyin respect of the Corporate Bonds with an aggregate amount of RMB3.0 billion tocover the principal and interest, default and damages, and fees incurred inrealising the recourse in relation to the Corporate Bonds. Given that theguarantee provided by CDC exceeds its shareholding ratio of the Company (i.e.,34.71%), pursuant to the requirement under the "China Datang CorporationManagement Procedures on Guarantee", the Company shall issue the CounterGuarantee Undertaking Letter in favour of CDC to counter guarantee theguarantee portion provided by CDC which is in excess of its shareholding ratio(i.e., 65.29%). THE COUNTER GUARANTEE UNDERTAKING LETTER Parties: 1. The Company, as the counter guarantor; and 2. CDC, as the guaranteed. Material Terms of the Counter Guarantee Undertaking Letter On 30 October 2014, the Company issued the Counter Guarantee Undertaking Letterin favour of CDC to counter guarantee the guarantee portion provided by CDCwhich is in excess of its shareholding ratio in the Company (i.e., 65.29%). Themajor content of the Counter Guarantee Undertaking Letter includes: 1. Scope of the counter guarantee: including all fees settled by CDC on behalf of the debtor based on the Guarantee Letter as well as the fees incurred in realising the recourse, which shall be fully borne by the Company based on the portion which is in excess of CDC's shareholding ratio in the Company (i.e., 65.29%). All fees include, but not limited to, all fees liable to be borne under the Guarantee Letter, such as principal, interests, default and damages; fees incurred in realising the recourse, including, but not limited to, litigation fees, legal fees, notary fees and travelling expenses, etc.; 2. The counter guarantee limit amounted to approximately RMB1,959 million; 3. Term of counter guarantee obligation: commencing from the effective date of the Counter Guarantee Undertaking Letter to two years after expiration of the term of the guarantee provided by CDC under the Guarantee Letter; 4. Mean of counter guarantee: guarantee on a joint-liability basis; 5. Effective date: effective from the date when the counter guarantor signs the Counter Guarantee Undertaking Letter under hand or under seal. REASONS FOR AND BENEFITS OF ENTERING INTO THE COUNTER GUARANTEE UNDERTAKINGLETTER Pursuant to the "China Datang Corporation Management Procedures on Guarantee",the Company agreed to provide the counter guarantee in favour of CDC for theguarantee portion in excess of its shareholding ratio in the Company.Meanwhile, through the issuance of the Guarantee Letter by CDC in respect ofthe Corporate Bonds as well as the issuance of the Counter GuaranteeUndertaking Letter by the Company to CDC, the smooth issuance of the CorporateBonds could be facilitated and thus securing a stable financing source for theCompany. The Directors (including the independent non-executive Directors) are of theview that the Company's issuance of the Counter Guarantee Undertaking Letter isfair and reasonable, and is entered into upon arm's length negotiation amongall parties based on normal commercial terms, and is in line with the bestinterests of the Company and its Shareholders as a whole. The Counter Guarantee Arrangement and the Counter Guarantee Undertaking Letterwere considered and approved in the fifteenth meeting of the eighth session ofthe Board of the Company on 30 October 2014. The Directors of the Company haveno material interests in the Counter Guarantee Arrangement and the CounterGuarantee Undertaking Letter, and connected Directors, namely Chen Jinhang, HuShengmu and Liang Yongpan, have abstained from voting for the abovementionedresolution pursuant to the listing rules of the Shanghai Stock Exchange. INFORMATION RELATING TO THE PARTIES OF THE AGREEMENT 1. 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. As at 31 December 2013, the total assets and net asset of the Company amounted to RMB293.323 billion and RMB43.921 billion, respectively; as at 30 June 2014, the total assets and net asset of the Company amounted to RMB296.872 billion and RMB44.271 billion. 2. Information relating to CDC CDC was established on 9 March 2003 with registered capital of RMB18.009 billion. It is principally engaged in the development, investment, construction, operation and administrative of power energy, organisation 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. As at 31 December 2013, the total assets and net asset of CDC amounted to RMB697.997 billion and RMB91.666 billion, respectively; as at 30 June 2014, the total assets and net asset of CDC amounted to RMB708.848 billion and RMB94.141billion. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC together with its subsidiaries holdapproximately 34.71% of the issued share capital of the Company. CDC istherefore a connected person of the Company and the issuance of CounterGuarantee Undertaking Letter by the Company in favour of CDC constitutes aconnected transaction of the Company under Chapter 14A of the Listing Rules. As all applicable percentage ratios (as defined in Rule 14.07 of the ListingRules) for the amount involved in the Counter Guarantee Undertaking Letter aremore than 0.1% but less than 5%, the Counter Guarantee Undertaking Letter issubject to the reporting and announcement requirements under Chapter 14A of theListing Rules, but is exempted from the approval by the independentShareholders of the Company under Chapter 14A of the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the followingexpressions 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 "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is the 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 "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 Hong Kong 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 "Corporate Bonds" the second tranche of Datang International Power Generation Co., Ltd.'s corporate bonds in 2012 in an aggregate amount of RMB3.0 billion issued by the Company on 30 October 2014; details of which are set out in the "Announcement on the Issuance of the Second Tranche of Datang International Power Generation Co., Ltd.'s Corporate Bonds in 2012" dated 30 October 2014 "Counter Guarantee the counter guarantee arrangement under the CounterArrangement" Guarantee Undertaking Letter issued by the Company in favour of CDC in consideration of the guarantee portion provided by CDC in excess of its shareholding ratio in the Company (i.e., 65.29%), and the counter guarantee limit amounted to RMB1,959 million "Counter Guarantee the counter guarantee undertaking letter dated 30Undertaking Letter" October 2014 issued by the Company in favour of CDC in respect of the Counter Guarantee Arrangement "Director(s)" the director(s) of the Company "Group" the Company and its subsidiaries "Guarantee Letter" the full guarantee letter issued by CDC, in the capacity of controlling shareholder on 16 September 2014 in favour of the Company in relation to the issuance of Corporate Bonds by the Company "H Share(s)" the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and the London Stock Exchange "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong 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) of the Company "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, 30 October 2014 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin,Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*,Zhao Jie*, Jiang Guohua*, Feng Genfu* * Independent non-executive Directors