78f5466c-b57f-44ed-a81a-8c7d880d5834.pdf

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China Power International Development Limited

中 國 電 力 國 際 發 展 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock Code: 2380) CONTINUING CONNECTED TRANSACTIONS AND DISCLOSEABLE TRANSACTION Financial Services Framework Agreement THE FINANCIAL SERVICES FRAMEWORK AGREEMENT

The Board announces that on 27 April 2016, the Company and CPI Financial entered into the Financial Services Framework Agreement with a term of three years, pursuant to which CPI Financial has agreed to provide the Group with deposit services, settlement services, loan services and other financial services approved by the CBRC on a non-exclusive basis subject to the terms and conditions provided therein.

IMPLICATIONS UNDER THE LISTING RULES

CPI Financial is a directly and indirectly 100%-owned subsidiary of SPIC which is the ultimate controlling shareholder of the Company holding approximately 55.61% of the issued share capital of the Company as at the date of this announcement. CPI Financial is therefore a connected person of the Company. Accordingly, the transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules.

Deposit Services

As one of the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules for the provision of the deposit services under the Framework Agreement exceeds 5%, the deposit services to be provided by CPI Financial to the Group are subject to the reporting, announcement and Independent Shareholders' approval requirements of Chapter 14A of the Listing Rules. The deposit services transaction contemplated under the Framework Agreement also constitutes a discloseable transaction which is subject to the reporting and announcement requirements of Chapter 14 of the Listing Rules.

Loan Services

The provision of loan services to be provided by CPI Financial to the Group are on normal commercial terms or better (similar or more favorable than those offered by the commercial banks in the PRC for the provision of comparable services) and are in the interest of the Group. No security over the assets of the Group is granted to CPI Financial in respects of such loans. It will therefore be fully exempt from all reporting, announcement and Independent Shareholders' approval requirements under Rule 14A.90 of the Listing Rules.

Settlement Services and Other Financial Services

CPI Financial will provide to the Group settlement and other financial services approved by the CBRC. The Company expects that each of the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules of the total fees payable by the Group to CPI Financial in respect of such services will be on normal commercial terms or better and fall within the de minimis threshold and will be exempt from all reporting, announcement and Independent Shareholders' approval requirements under Rule 14A.76 of the Listing Rules.

GENERAL

An EGM will be convened to seek the Independent Shareholders' approval regarding the deposit services under the Framework Agreement. CPI Holding and CPDL, being associates of SPIC holding shares in the Company, will abstain from voting at the EGM.

An Independent Board Committee comprising all the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the Framework Agreement (including the Annual Caps). Guotai Junan has been appointed by the Company as an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Framework Agreement (including the Annual Caps) and the transactions contemplated therein.

A circular containing, among other things, details of the Framework Agreement, a letter from the Independent Board Committee and a letter from the Independent Financial Advisor, both advising in respect of the terms of the Framework Agreement, and the notice of the EGM will be despatched to the shareholders of the Company on or around 20 May 2016.

THE FINANCIAL SERVICES FRAMEWORK AGREEMENT

The Board announces that on 27 April 2016, the Company and CPI Financial entered into the Financial Services Framework Agreement with a term of three years, pursuant to which CPI Financial has agreed to provide the Group with deposit services, settlement services, loan services and other financial services approved by the CBRC on a non-exclusive basis subject to the terms and conditions provided therein. The principal terms of the Framework Agreement are set out below.

Date

27 April 2016

Parties
  1. The Company; and

  2. CPI Financial.

Effective period

The Framework Agreement will become effective upon execution by both parties, subject to the passing of the ordinary resolutions by the Independent Shareholders approving the Framework Agreement (including the Annual Caps) and the transactions contemplated therein in the EGM.

The term of the Framework Agreement will be three years from the effective date.

Principal terms
  1. Services to be provided

    CPI Financial has agreed to provide the Group with deposit services, settlement services, loan services and other financial services approved by the CBRC on a non-exclusive basis.

  2. Pricing

    When determining the price for any financial services provided pursuant to the Framework Agreement, the Group and CPI Financial will each refer to at least two transactions of a similar type with, or two quotes obtained from, independent third parties during the same period.

    Subject to compliance with relevant laws, regulations and regulatory requirements, CPI Financial has undertaken to adhere to the following principles in providing the above financial services to the Group:

    1. Deposit services: The interest rate applicable to the Group for its deposits with CPI Financial will not be lower than (i) the benchmark interest rate specified by the PBOC for deposits of a similar type during the same period; (ii) the interest rate for deposits of a similar type offered by other major commercial banks in the PRC to the Group during the same period; and (iii) the interest rate for deposits of a similar type placed by other members of the SPIC Group during the same period.

      In addition, subject to the above, for the Group's aggregate deposit in current account(s) of CPI Financial that exceeds RMB100,000, the applicable interest rate to the Group will be 20% higher than the benchmark interest rate for deposit agreements (協定存款基準利率) published by the PBOC from time to time.

    2. Loan services: The interest rate for loans granted to the Group by CPI Financial will not be higher than: (i) the benchmark interest rate specified by the PBOC for loans of the same type during the same period; (ii) the interest rate offered by other major commercial banks in the PRC to the Group during the same period; and (iii) the interest rate offered by CPI Financial to other members of the SPIC Group during the same period.

      In addition, subject to the above, the interest rate for loans granted to the Group by CPI Financial will be 10% lower than the benchmark interest rate specified by the PBOC for loans of a similar type during the same period. Subject to the above, the interest rate for specific loan services to be provided by CPI Financial to the Group will be governed by separate loan agreement(s).

      Subject to compliance with relevant laws, regulations and regulatory requirements, CPI Financial will provide the loan services on normal commercial terms or better and such loans will not be secured by the assets of the Group.

    3. Settlement services: CPI Financial will provide settlement services to the Group to facilitate clearing among members of the Group. The settlement services provided by CPI Financial to the Group will be free of charge.
    4. Other financial services: The services fees for other financial services to be provided by CPI Financial to the Group will be in accordance with the standard of fees for services of a similar type set by the PBOC or the CBRC (if applicable), and will not be higher than: (i) the fees charged by other major commercial banks in the PRC for services of a similar type during the same period; and (ii) the fees charged by CPI Financial to other members of the SPIC Group for providing services of a similar type during the same period.
    5. Capital Risk Control Measures
      1. CPI Financial, as a non-bank financial institution approved by the CBRC, has agreed to comply strictly with the regulatory requirements of the CBRC to conduct its operation and business, establish effective and complete internal control and risk management systems in order to effectively manage risks and ensure the safety of all capital.

      2. When providing financial services to the Group on a non-exclusive basis, CPI Financial will ensure the Group's rights to own, use and benefit from its funds will not be affected. CPI Financial is obligated to ensure the safety of the Group's funds deposited with it and the Group's independent use of such funds.

      China Power International Development Ltd. issued this content on 28 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 April 2016 15:20:34 UTC

      Original Document: http://file.irasia.com/listco/hk/chinapower/announcement/a160428.pdf