Last checked at 27 May 2010 13:37
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: 991) OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON PROVISIONS OF GUARANTEES SPECIAL NOTICE: The board of directors (the "Board") and all directors (the "Directors") of the Company warrant that there are no false representations and misleading statements contained in, or material omissions from, this announcement and severally and jointly accept the responsibility for the truthfulness, accuracy and completeness of the contents of this announcement. This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
NOTICE ON IMPORTANT INFORMATION:
-- The guaranteed parties: Hebei Yuzhou Energy Multiple Development Company
Limited ("Yuzhou Energy Company") Inner Mongolia Datang International Renewable Energy Resource Development Company Limited ("Renewable Energy Company")
-- The amount of guarantees and the aggregate guarantee amount:
The total amount of the current guarantees is approximately RMB177.4 million
The aggregate guarantee amount for Yuzhou Energy Company before the current
guarantee was approximately RMB616.5 million.
The aggregate guarantee amount for Renewable Energy Company before the current
guarantee was nil.
-- Provision of counter-guarantee: Nil
-- The aggregate amount of external guarantees: As at the date of this
announcement, the aggregate amount of external guarantees of Datang
International Power Generation Co., Ltd (the "Company") was approximately
RMB7,182.2835 million.
-- The aggregate amount of overdue external guarantees: Nil
I. Overview of the Guarantees
1. Recently, the Company entered into a guarantee agreement with Bank of China
Limited, Huailai Branch ("BOC Huailai") in respect of provision, in
proportion to its shareholding, of a guarantee in the amount of RMB115
million on a joint-liability basis against loans of RMB230 million obtained
from BOC Huailai under the "Renminbi Loan Agreement" entered into between
Yuzhou Energy Company, the Company's associated company, and BOC Huailai.
During the term of the guarantee period, the guarantee will be implemented
pursuant to the terms under the guarantee agreement.
The 32nd meeting of the sixth session of the Board considered and approved
the "Resolution on the Approval on Providing Guarantee for the Financing of
Yuzhou Energy Company". The Board agreed the Company to provide, in proportion
to its shareholding (50%), a guarantee to Yuzhou Energy Company for the bank
loans obtained by Yuzhou Energy Company during 2010. The guarantee amounts
shall not exceed RMB540 million.
2. Recently, the Company entered into a guarantee agreement with Bank of
Communications, Beijing Branch ("BOCOM Beijing") in respect of provision,
in proportion to its shareholding (26%), of a guarantee in the amount of
RMB62.4 million on a joint-liability basis against loans of RMB240 million
obtained from BOCOM Beijing under the "Fixed Assets Loan Agreement" entered
into between Renewable Energy Company (a controlling subsidiary of the
Company's wholly-owned subsidiary, Datang Energy Chemical Company Limited)
and BOCOM Beijing. During the term of the guarantee period, the guarantee
will be implemented pursuant to the terms under the guarantee agreement.
The 24th meeting of the sixth session of the Board and the 2009 second extraordinary general meeting considered and approved the "Resolution on
Providing Guarantee in an Amount not More than RMB600 million Against Loans
Drawn by Inner Mongolia Datang International Renewable Energy Resource
Development Company Limited". The Board and the second extraordinary general
meeting agreed the Company to provide, in proportion to its shareholding, a
guarantee in an amount of not more than RMB600 million for the loans obtained
by Renewable Energy Company.
II. Information on the Guaranteed Parties
1. Yuzhou Energy Company
Yuzhou Energy Company was established on 28 September 2005 with a registered
capital of RMB838.103 million. Its address is No. 206 Shengli Road, Yuzhou
Town, Yu County, the People's Republic of China (the "PRC"), and its scope of
businesses include development and operation of coal; construction, production
and sale of power; and construction and operation of railway. The Company holds
50% equity interest in Yuzhou Energy Company. As at 31 December 2008, total assets, total liabilities and the asset-to-liability ratio of Yuzhou Energy Company were approximately
RMB1,838.55 million, RMB1,119.21 million and 60.87%, respectively. In 2008,
Yuzhou Energy Company recorded an aggregate sales revenue of approximately
RMB92.13 million with a net profit of approximately RMB-27.12 million in aggregate. (The above-mentioned data are audited)
As at 31 December 2009, total assets and total liabilities of Yuzhou Energy
Company were approximately RMB1,868.0854 million and RMB1,171.9661 million,
respectively. In 2009, Yuzhou Energy Company recorded an aggregate sales
revenue of approximately RMB110.9613 million with a net profit of approximately
RMB-29.5109 million in aggregate. (The above-mentioned data are audited)
2. Renewable Energy Company
Renewable Energy Company was established on 26 July 2007 with a registered
capital of RMB110 million. Its address is Tuoketuo ADS Electric Industrial
Park, Inner Mongolia, the PRC and its scope of businesses include the sales and
production of related products of white carbon black and cement produced by
integrated use of high-aluminium pulverized fuel ash and desilylated aluminium
oxide. The Company's wholly-owned subsidiary, Datang Energy Chemical Limited,
holds 26% equity interest of Renewable Energy Company.
As at 31 December 2008, total assets and total liabilities of Renewable Energy
Company were approximately RMB936.8305 million and RMB851.8305 million,
respectively. (The above-mentioned data are audited)
As at 31 December 2009, total assets and total liabilities of Renewable Energy
Company were approximately RMB2,305.8273 million and RMB2,164.3616 million,
respectively. (The above-mentioned data are audited)
III. Major Terms of the Guarantee Agreements
1. The Company will provide, in proportion to its shareholding (50%), a
guarantee in the amount of RMB230 million for loans borrowed by Yuzhou Energy
Company from the BOC Huailai for the replacement of loans that fall due. The
guarantee in the amount of RMB115 million will be provided on a joint-liability
basis, covering the principal amount, interests, default penalty, indemnities,
expenses for execution of the creditor's rights, loss incurred to the creditor
due to default of the debtor and 50% of other payables. The term of the
guarantee period is two years commencing from the date of the expiry of the
term for the repayment by the principal debtors, while the term for the
performance of obligations under the loan contract is 36 months.
2. The Company will provide, in proportion to its shareholding (26%), a
guarantee in the amount of RMB240 million for loans borrowed by Renewable
Energy Company from the BOCOM Beijing for project infrastructure construction.
The guarantee in the amount of RMB62.4 million will be provided on a
joint-liability basis, covering the main contract's principal amount,
interests, compound interests, penalty interests, default penalty, damages
compensation and 26% of the expenses for execution of the creditor's rights.
The term of the guarantee period is two years commencing from the date of the
expiry of the term for the performance of obligations, while the term for the
performance of obligations under the loan contract is 15 years.
IV. Aggregate Amount of External Guarantees and Amount of Overdue Guarantees
As at the date of this announcement, the Company's aggregate amount of external
guarantees was approximately RMB7,182.2835 million (unaudited), representing
21.95% of the latest audited net assets of RMB32,716.944 million and there were
no overdue guarantees.V. Opinion of the Board
The Board is of the opinion that the loans borrowed by Yuzhou Energy Company
and Renewable Energy Company from the commercial banks are able to meet the
needs of project infrastructure construction and replacement of loans that fall
due. The Board agreed that the provision of corresponding guarantees by the
Company for the above-mentioned loans provided by the commercial banks to
Yuzhou Energy Company and Renewable Energy Company are in line with the
requirements of the overall development of the Company. The above-mentioned
guarantees were considered and approved at the relevant Board meeting and
extraordinary general meeting of the Company.
By Order of the Board Zhou Gang Secretary to the BoardBeijing, the PRC, 27 May 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,GuanTiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, YuChangchun*, Xia Qing* and Li Hengyuan*
* Independent non-executive Directors
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