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DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Discloseable and Connected TransactionsDATANG INTERNATIONAL POWER GENERATION COMPANY LD - Discloseable and Connected Transactions
PR Newswire
London, December 29
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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
DISCLOSEABLE ANDCONNECTED TRANSACTIONS
ENTRUSTED LOAN FRAMEWORK AGREEMENTS
On 25 December 2015, the Company, Energy and Chemical Company, Construction Bank Railway Sub-branch and Duolun Coal Chemical Company entered into the Entrusted Loan Framework Agreement (Duolun), pursuant to which, the Company entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB6.0 billion to Duolun Coal Chemical Company during the term of the agreement.
On 25 December 2015, the Company, Renewable Resource Company and Construction Bank Railway Sub-branch entered into the Entrusted Loan Framework Agreement (Renewable Resource), pursuant to which, the Company entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB4.0 billion to Renewable Resource Company during the term of the agreement.
On 25 December 2015, the Company, Energy and Chemical Company, Construction Bank Railway Sub-branch and Xilinhaote Mining Company entered into the Entrusted Loan Framework Agreement (Xilinhaote), pursuant to which, the Company entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB1.0 billion to Xilinhaote Mining Company during the term of the agreement.
LISTING RULES IMPLICATIONS
Discloseable Transactions
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of each of the Entrusted Loan Framework Agreement (Duolun) and Entrusted Loan Framework Agreement (Renewable Resource) is more than 5% but all the applicable percentage ratios are less than 25%, each of the Loan Framework Agreement (Duolun) and Entrusted Loan Framework Agreement (Renewable Resource) constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
Connected Transactions
As at the date of this announcement, CDC together with its subsidiaries hold approximately 34.77% of the issued share capital of the Company. Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company are subsidiaries of the Company, and Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company are owned as to 40%, 10.65% and 40% by CDC and its subsidiaries, respectively. Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company are therefore connected persons of the Company, and the entering into the Entrusted Loan Framework Agreements constitutes connected transactions of the Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) for the amount of the entrusted loans under each of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource) is more than 5% but all the applicable percentage ratios are less than 25%, each of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource) as well as the transactions thereunder are subject to the requirements of reporting, announcement and approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the amount of the entrusted loan under the Entrusted Loan Framework Agreement (Xilinhaote) is more than 0.1% but less than 5%, the Entrusted Loan Framework Agreement (Xilinhaote) and the transactions thereunder are only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but are exempt from the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.
DESPATCH OF CIRCULAR
The Company will disclose the relevant details of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource) in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules. A circular containing the terms of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource), and a letter from the independent board committee and a letter from the independent financial advisor of the Company, both advising the terms of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource) is expected to be despatched to the Shareholders on or before 19 January 2016.
ENTRUSTED LOAN FRAMEWORK AGREEMENTS
1. Entrusted Loan Framework Agreement (Duolun)
Date and Subject Matter
On 25 December 2015, the Company, Energy and Chemical Company, Construction Bank Railway Sub-branch and Duolun Coal Chemical Company entered into the Entrusted Loan Framework Agreement (Duolun), pursuant to which, the Company entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB6.0 billion to Duolun Coal Chemical Company during the term of the agreement.
Parties
The Company, Energy and Chemical Company, as the entrusted lenders; Construction Bank Railway Sub-branch, as the lending agent; Duolun Coal Chemical Company, as the borrower.To the best of the Company’s knowledge, information and belief having made all reasonable enquiries, Construction Bank Railway Sub-branch and its ultimate beneficial owners (if any) is a third party independent of the Company and its connected persons.
Major Terms
Entrusted loan arrangementPursuant to the Entrusted Loan Framework Agreement (Duolun), the Company or Energy and Chemical Company entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan to Duolun Coal Chemical Company. The Company, Energy and Chemical Company, Construction Bank Railway Sub-branch and Duolun Coal Chemical Company shall enter into specific borrowing contracts setting out the details of the entrusted loan arrangement. These specific loan contracts shall be subject to the terms of the Entrusted Loan Framework Agreement (Duolun). Amount of the entrusted loanThe loan amount for Duolun Coal Chemical Company under the Entrusted Loan Framework Agreement (Duolun) shall be RMB6.0 billion. TermThe term is 12 months commencing from 23 December 2015.The Company confirms that no transaction occurred for the period from 23 December 2015 to the date of this announcement. Interest rateThe interest rate of the entrusted loan shall be a floating rate, being the benchmark interest rate to be charged for the same level of loans in RMB as announced for implementation by the People’s Bank of China on the actual date when the loan is granted. In the event that the People’s Bank of China adjusts the benchmark interest rate during the term of the agreement, 21st December of each year shall be the adjustment date for the interest rate under the agreement. The adjusted borrowing interest rate will be the benchmark interest rate for the same level of loans in RMB announced for implementation by the People’s Bank of China on the adjustment date.As at the date of this announcement, the prevailing benchmark interest rate for one-year loans in RMB as announced by the People’s Bank of China is 4.35% per annum.Such interest rate is arrived at after arm’s length negotiation between the Company and Duolun Coal Chemical Company in consideration of the overall reduction in capital costs to the Group after the accounts of Duolun Coal Chemical Company (being a subsidiary of the Company) are consolidated into the accounts of the Company. Handling feeThe annual handling fee of the entrusted loan shall be 0.02% of the contract amount of the specific entrusted loan contracts, which is arrived at with reference to the standard handling fee charged by commercial banks for the provision of same level of entrusted loan, and the handling fee is at certain discount on that basis. The handling fee of the entrusted loan shall be settled by the Company to Construction Bank Railway Sub-branch. Use of the entrusted loanThe entrusted loan will be utilised for the replacement of due borrowings and repayment of principal and interest of Duolun Coal Chemical Company. Effective dateThe Entrusted Loan Framework Agreement (Duolun) shall become effective when it is duly signed by the legal representatives or authorised agents of the parties and with their respective seals affixed therein. Repayment scheduleOne-off repayment of the principal of the relevant entrusted loan upon maturity of the relevant specific borrowing contract, while interests shall be settled on a quarterly basis.2. Entrusted Loan Framework Agreement (Renewable Resource)
Date and Subject Matter
On 25 December 2015, the Company, Construction Bank Railway Sub-branch and Renewable Resource Company entered into the Entrusted Loan Framework Agreement (Renewable Resource), pursuant to which, the Company or its subsidiaries entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB4.0 billion to Renewable Resource Company during the term of the agreement.
Parties
The Company (or its subsidiaries), as the entrusted lender; Construction Bank Railway Sub-branch, as the lending agent; Renewable Resource Company, as the borrower.To the best of the Company’s knowledge, information and belief having made all reasonable enquiries, Construction Bank Railway Sub-branch and its ultimate beneficial owners (if any) is a third party independent of the Company and its connected persons.
Major Terms
Entrusted loan arrangementPursuant to the Entrusted Loan Framework Agreement (Renewable Resource), the Company or its subsidiaries entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan to Renewable Resource Company. The Company or its subsidiaries, Construction Bank Railway Sub-branch and Renewable Resource Company shall enter into specific entrusted loan borrowing contracts setting out the details of the entrusted loan arrangement. These specific contracts shall be subject to the terms of the Entrusted Loan Framework Agreement (Renewable Resource). Amount of the entrusted loanThe loan amount for Renewable Resource Company under the Entrusted Loan Framework Agreement (Renewable Resource) shall be RMB4.0 billion. TermThe term is 36 months commencing from 1 January 2016. Interest rateThe interest rate of the entrusted loan shall be a floating rate, being the benchmark interest rate to be charged for the same level of loans in RMB as announced for implementation by the People’s Bank of China on the actual date when the loan is granted. In the event that the People’s Bank of China adjusts the benchmark interest rate during the term of the agreement, 21st December of each year shall be the adjustment date for the interest rate under the agreement. The adjusted borrowing interest rate will be the benchmark interest rate for the same level of loans in RMB announced for implementation by the People’s Bank of China on the adjustment date.As at the date of this announcement, the prevailing benchmark interest rate for three-year loans in RMB as announced by the People’s Bank of China is 4.75% per annum.Such interest rate is arrived at after arm’s length negotiation between the Company and Renewable Resource Company in consideration of the overall reduction in capital costs to the Group after the accounts of Renewable Resource Company (being a subsidiary of the Company) are consolidated into the accounts of the Company. Handling feeThe annual handling fee of the entrusted loan shall be 0.02% of the contract amount of the specific entrusted loan contracts, which is arrived at with reference to the standard handling fee charged by commercial banks for the provision of same level of entrusted loan, and the handling fee is at certain discount on that basis. The handling fee of the entrusted loan shall be settled by the Company or its subsidiaries to Construction Bank Railway Sub-branch. Use of the entrusted loanThe entrusted loan will be utilised for the replacement of due borrowings and repayment of debts of Renewable Resource Company. Effective dateThe Entrusted Loan Framework Agreement (Renewable Resource) shall become effective when it is duly signed by the legal representatives or authorised agents of the parties and with their respective seals affixed therein. Repayment scheduleOne-off repayment of the principal of the relevant entrusted loan upon maturity of the relevant specific borrowing contract, while interests shall be settled on a quarterly basis.3. Entrusted Loan Framework Agreement (Xilinhaote)
Date and Subject Matter
On 25 December 2015, the Company, Energy and Chemical Company, Construction Bank Railway Sub-branch and Xilinhaote Mining Company entered into the Entrusted Loan Framework Agreement (Xilinhaote), pursuant to which, the Company or Energy and Chemical Company entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB1.0 billion to Xilinhaote Mining Company during the term of the agreement.
Parties
The Company, Energy and Chemical Company, as the entrusted lender; Construction Bank Railway Sub-branch, as the lending agent; Xilinhaote Mining Company, as the borrower.To the best of the Company’s knowledge, information and belief having made all reasonable enquiries, Construction Bank Railway Sub-branch and its ultimate beneficial owners (if any) is a third party independent of the Company and its connected persons.
Major Terms
Entrusted loan arrangementPursuant to the Entrusted Loan Framework Agreement (Xilinhaote), the Company or Energy and Chemical Company entrusted Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan to Xilinhaote Mining Company. The Company, Energy and Chemical Company, Construction Bank Railway Sub-branch and Xilinhaote Mining Company shall enter into specific entrusted loan borrowing contract setting out the details of the entrusted loan arrangement. These specific entrusted loan borrowing contracts shall be subject to the terms of the Entrusted Loan Framework Agreement (Xilinhaote). Amount of the entrusted loanThe loan amount for Xilinhaote Mining Company under the Entrusted Loan Framework Agreement (Xilinhaote) shall be RMB1.0 billion. TermThe term is 12 months commencing from 23 December 2015.The Company confirms that no transaction occurred under the agreement for the period from 23 December 2015 to the date of this announcement. Interest rateThe interest rate of the entrusted loan shall be a floating rate, being the benchmark interest rate to be charged for the same level of loans in RMB as announced for implementation by the People’s Bank of China on the actual date when the loan is granted. In the event that the People’s Bank of China adjusts the benchmark interest rate during the term of the agreement, 21st December of each year shall be the adjustment date for the interest rate under the agreement. The adjusted borrowing interest rate will be the benchmark interest rate for the same level of loans in RMB announced for implementation by the People’s Bank of China on the adjustment date.As at the date of this announcement, the prevailing benchmark interest rate for one-year loans in RMB as announced by the People’s Bank of China is 4.35% per annum.Such interest rate is arrived at after arm’s length negotiation between the Company and Xilinhaote Mining Company in consideration of the overall reduction in capital costs to the Group after the accounts of Xilinhaote Mining Company (being a subsidiary of the Company) are consolidated into the accounts of the Company. Handling feeThe annual handling fee of the entrusted loan shall be 0.02% of the contract amount of the specific entrusted loan contracts, which is arrived at with reference to the standard handling fee charged by commercial banks for the provision of same level of entrusted loan, and the handling fee is at certain discount on that basis. The handling fee of the entrusted loan shall be settled by the Company to Construction Bank Railway Sub-branch. Use of the entrusted loanThe entrusted loan will be utilised for the replacement of due borrowings and repayment of principal and interest of Xilinhaote Mining Company. Effective dateThe Entrusted Loan Framework Agreement (Xilinhaote) shall become effective when it is duly signed by the legal representatives or authorised agents of the parties and with their respective seals affixed therein. Repayment scheduleOne-off repayment of the principal of the relevant entrusted loan upon maturity of the relevant specific borrowing contract, while interests shall be settled on a quarterly basis.REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN FRAMEWORK AGREEMENTS
In order to ensure the on-schedule replacement of due borrowings as well as the smooth progress of the production and operation activities, the Company or its subsidiaries provides entrusted loans to Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company, respectively. The Company is of the view that the entrusted loans, which will be primarily utilised by Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company to, among others, replace due borrowings, are thus beneficial for the smooth progress of the production and operation activities of Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company.
Considering the possible higher financial costs for Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company to obtain the same loans from other commercial banks when compared with the financial costs incurred by the Company to obtain the funding of the entrusted loans, the Company considers that the overall capital costs to the Group will be relatively reduced after the accounts of Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company (being the subsidiaries 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 Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource) are fair and reasonable, have been entered into after arm’s length negotiation between all parties thereto and determined on normal commercial terms in ordinary and usual course of business and are in the interests of the Company and its Shareholders as a whole.
The Directors (including the independent non-executive Directors) are of the view that the terms of the Entrusted Loan Framework Agreement (Xilinhaote) are fair and reasonable, have been entered into after arm’s length negotiation between all parties thereto and determined on normal commercial terms in ordinary and usual course of business and are in the interests of the Company and its Shareholders as a whole.
INFORMATION RELATING TO THE PARTIES OF THE AGREEMENTS
The CompanyThe 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. Xilinhaote Mining CompanyXilinhaote Mining Company is a subsidiary of the Company. It was duly incorporated on 23 August 2007 with a registered capital of RMB376 million. It is primarily responsible for the development, construction and operation of Shengli Open-cut Coal Mine East Unit 2 project. The equity-holding structure of Xilinhaote Mining Company is as follows: 60% of its equity interest is held by the Company and 40% of its equity interest is held by China Datang Coal Industry Co., Ltd., a subsidiary of CDC. Construction Bank Railway Sub-branchConstruction Bank Railway Sub-branch is a commercial bank incorporated by China Construction Bank Corporation in Fengtai District, Beijing on 28 March 1997. It is principally engaged in the provision of RMB deposits, loans and settlement services, bill discounting, agency issue of financial bonds, agency issue, agency acceptance and underwriting of government bonds, trading of government bonds, agency collection and payment, and insurance agency. CDCCDC was established on 9 March 2003 and has a registered capital of RMB18.009 billion. It is principally engaged in the development, investment, construction, operation and management 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. Duolun Coal Chemical CompanyDuolun Coal Chemical Company, a subsidiary of the Company, was duly established on 19 August 2009 with a paid-in capital of RMB4,050 million. Duolun Coal Chemical Company is principally responsible for the construction and operation of the coal-based olefin project with an annual output of 460,000 tonnes. The equity-holding structure of Duolun Coal Chemical Company is as follows: 60% of its equity interest is held by Energy and Chemical Company, a wholly-owned subsidiary of the Company and 40% of its equity interest is held by CDC. Renewable Resource CompanyRenewable Resource Company, a subsidiary of the Company, has a registered capital of RMB110 million. The equity-holding structure of Renewable Resource Company is as follows: 40.35% of its equity interest is held by the Company; 49% of its equity interest is held by Duolun Xinyuan Renewable Resource Company; and 10.65% of its equity interest is held by Beijing Guoneng Zhixin Investment Co., Ltd., a subsidiary of CDC. Energy and Chemical CompanyEnergy and Chemical Company, a wholly-owned subsidiary of the Company, has a registered capital of RMB9,733.25 million. It is principally engaged in energy and chemical technology development, technology transfer, technical consulting, technology services; investment management; engineering design; chemical and electrical equipment maintenance, installation, commissioning; import and export, import and export agent, technology import and export.LISTING RULES IMPLICATIONS
Discloseable Transactions
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of each of the Entrusted Loan Framework Agreement (Duolun) and Entrusted Loan Framework Agreement (Renewable Resource) is more than 5% but all the applicable percentage ratios are less than 25%, each of the Loan Framework Agreement (Duolun) and Entrusted Loan Framework Agreement (Renewable Resource) constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
Connected Transactions
As at the date of this announcement, CDC together with its subsidiaries hold approximately 34.77% of the issued share capital of the Company. Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company are subsidiaries of the Company, and Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company are owned as to 40%, 10.65% and 40% by CDC and its subsidiaries, respectively. Duolun Coal Chemical Company, Renewable Resource Company and Xilinhaote Mining Company are therefore connected persons of the Company, and entering into the Entrusted Loan Framework Agreements constitutes connected transactions of the Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) for the amount of the entrusted loans under each of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource) is more than 5% but all the applicable percentage ratios are less than 25%, each of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource) as well as the transactions thereunder are subject to the requirements of reporting, announcement and approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the amount of the entrusted loan under the Entrusted Loan Framework Agreement (Xilinhaote) is more than 0.1% but less than 5%, the Entrusted Loan Framework Agreement (Xilinhaote) and the transactions thereunder are only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but are exempt from the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.
DESPATCH OF CIRCULAR
The Company will disclose the relevant details of the Entrusted Loan Framework Agreement (Duolun) and Entrusted Loan Framework Agreement (Renewable Resource) in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules. A circular containing the terms of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource), and a letter from the independent board committee and a letter from the independent financial advisor of the Company, both advising the terms of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resource) is expected to be despatched to the Shareholders on or before 19 January 2016.
BOARD’S APPROVAL
The twenty-ninth meeting of the eighth session of the Board of the Company has approved the transactions under the Entrusted Loan Framework Agreements. None of the Directors has any material interests in the Entrusted Loan Framework Agreements. Those connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan (all of whom are the key management personnel of CDC), have abstained from voting for approval of such resolution in accordance with the listing rules of the Shanghai Stock Exchange.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR
An independent board committee comprising the independent non-executive Directors will be formed to advise the independent Shareholders on the terms of the Entrusted Loan Framework Agreement (Duolun) and the Entrusted Loan Framework Agreement (Renewable Resources).
The Company will appoint an independent financial advisor to advise the independent board committee of the Company and the independent Shareholders on the terms of the Entrusted Loan Framework Agreement (Duolun) and Entrusted Loan Framework Agreement (Renewable Resources).
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
| “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 which, together with its subsidiaries, owns approximately 34.77% 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(s)” | has the meaning ascribed to it under the Listing Rules | |
| “connected transaction(s)” | has the meaning ascribed to it under the Listing Rules | |
| “Construction Bank Railway Sub-branch” | Beijing Railway Sub-branch of China Construction Bank Corporation, details of which are set out in the section headed “Information Relating to the Parties of the Agreements” | |
| “Director(s)” | the director(s) of the Company | |
| “Duolun Coal Chemical Company” | Datang Inner Mongolia Duolun Coal Chemical Company Limited, a subsidiary of the Company, details of which are set out in the section headed “Information Relating to the Parties of the Agreements” | |
| “Energy and Chemical Company” | Datang Energy and Chemical Company Limited, a subsidiary of the Company, details of which are set out in the section headed “Information Relating to the Parties of the Agreements” | |
| “Entrusted Loan Framework Agreement (Duolun)” | the entrusted loan business cooperation agreement entered into on 25 December 2015 between the Company, Energy and Chemical Company, Duolun Coal Chemical Company and Construction Bank Railway Sub-branch in respect of the relevant entrusted loan arrangement | |
| “Entrusted Loan Framework Agreement (Renewable Resource)” | the cooperation agreement on limited group-based unit entrusted loans entered into on 25 December 2015 between the Company, Renewable Resource Company and Construction Bank Railway Sub-branch in respect of the relevant entrusted loan arrangement | |
| “Entrusted Loan Framework Agreement (Xilinhaote)” | the entrusted loan business cooperation agreement entered into on 25 December 2015 between the Company, Energy and Chemical Company, Xilinhaote Mining Company and Construction Bank Railway Sub-branch in respect of the entrusted loan arrangement | |
| “Entrusted Loan Framework Agreements” | the Entrusted Loan Framework Agreement (Duolun), the Entrusted Loan Framework Agreement (Renewable Resource) and the Entrusted Loan Framework Agreement (Xilinhaote) | |
| “Group” | the Company and its subsidiaries | |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange | |
| “PRC” | the People’s Republic of China | |
| “Renewable Resource Company” | Inner Mongolia Datang International Renewable Energy Resource Development Company Limited, a subsidiary of the Company, details of which are set out in the section headed “Information Relating to the Parties of the Agreements” | |
| “RMB” | Renminbi, the lawful currency of the PRC | |
| “Shareholder(s)” | the holder(s) of the share(s) of the Company | |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
| “Xilinhaote Mining Company” | Inner Mongolia Datang International Xilinhaote Mining Company Limited, a subsidiary of the Company, details of which are set out in the section headed “Information Relating to the Parties of the Agreements” | |
| “%” | percent |
By Order of the BoardYing Xuejun Company Secretary
Beijing, the PRC, 28 December 2015
As at the date of this announcement, the Directors of the Company are:Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Ying Xuejun, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Jiang Guohua*, Feng Genfu*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*
* Independent non-executive Directors