Capital Contribution and Connected Transaction

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the 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) ANNOUNCEMENT CAPITAL CONTRIBUTION AND CONNECTED TRANSACTION Capital Contribution Agreement On 29 September 2011, the Company entered into the Capital Contribution Agreement with CDC, Gantou Hydropower and Ganzi Hydropower Company. Pursuant to the agreement, CDC agreed to make capital contribution in the sum of approximately RMB220.1 million to Ganzi Hydropower Company; Gantou Hydropower agreed to make corresponding capital contribution to Ganzi Hydropower Company in proportion to its original shareholding in Ganzi Hydropower Company; the Company will not participate in this capital contribution. Upon completion of the increase in capital contribution, the shareholders and shareholding structure of Ganzi Hydropower Company will be adjusted as follows: the Company will hold 52.5% (original 80%), CDC will hold 27.5%, Gantou Hydropower will hold 20%. Connected Transaction As at the date of this announcement, CDC is a controlling Shareholder of the Company. CDC and its subsidiaries together hold approximately 34.71% of the issued share capital of the Company. Ganzi Hydropower Company is a subsidiary of the Company and Gantou Hydropower is a substantial shareholder of Ganzi Hydropower Company. Accordingly, CDC and Gantou Hydropower are connected persons of the Company under Chapter 14A of the Listing Rules and the entering into the Capital Contribution Agreement constitutes a connected transaction of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution Agreement is more than 0.1% but less than 5%, the Capital Contribution Agreement is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules and does not require the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. CAPITAL CONTRIBUTION AGREEMENT Date 29 September 2011 Parties The Company, CDC, Gantou Hydropower and Ganzi Hydropower Company MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT (1) Pursuant to the Valuation Report on Ganzi Hydropower Company issued by Zhong Tong Hua Assets Appraisal Co., an independent valuer of the Company, as at the valuation date on 31 March 2011, the total equity of Ganzi Hydropower Company was valued at approximately RMB432 million by adopting the cost method. (2) Based on the above-mentioned total equity valuation of Ganzi Hydropower Company made on 31 March 2011, together with the actual proportion in capital contributed by the Company and Gantou Hydropower to Ganzi Hydropower Company, CDC agreed to make capital contribution to Ganzi Hydropower Company in the sum of approximately RMB220.1 million and Gantou Hydropower agreed to make up for the unpaid capital and make the corresponding additional capital contribution to Ganzi Hydropower Company in the sum of approximately RMB148.7million in proportion to its original shareholding in Ganzi Hydropower Company. The Company will not participate in this capital contribution. CDC and Gantou Hydropower agreed to make their afore-mentioned capital contribution by way of cash within 20 working days from the effective date of the Capital Contribution Agreement. (3) Upon completion of the aforesaid increase in capital contribution, the shareholders and shareholding structure of Ganzi Hydropower Company will be adjusted as follows: the Company will hold 52.5% (original 80%), CDC will hold 27.5%, Gantou Hydropower will hold 20%. The Company will continue to be the controlling shareholder of Ganzi Hydropower Company and Ganzi Hydropower Company will continue to be a controlled subsidiary of the Company. The shareholding of Gantou Hydropower in Ganzi Hydropower Company will remain unchanged upon completion of the aforesaid capital contribution. (4) During the period between the valuation date, i.e., 31 March 2011, and the completion date of the capital contribution of CDC (being the date on which the funding of capital contribution is booked), any change in the net assets of Ganzi Hydropower Company will be entitled or borne by the original shareholders of Ganzi Hydropower Company. EFFECTIVE DATE OF THE CAPITAL CONTRIBUTION AGREEMENT The Capital Contribution Agreement will become effective upon signing by the relevant authorised representatives of the parties and sealed with their respective company chops. INFORMATION OF PROJECT ASSETS UNDER THE CAPITAL CONTRIBUTION AGREEMENT Ganzi Hydropower Company was established and registered on 3 July 2006, with a registered capital of RMB50 million. Ganzi Hydropower Company is responsible for the development and construction of two hydropower projects, namely the Changhe Dam Project (of an installed capacity of 2,600MW) and the Huangjinping Project (of an installed capacity of 850MW), both of which were approved by the NDRC in November 2010 and February 2011, respectively, and are currently under the construction stage. Ganzi Hydropower Company has not yet commenced operation as at the date of this announcement. As at the valuation date on 31 March 2011, the total assets of Ganzi Hydropower Company amounted to approximately RMB5,478 million, the total liabilities amounted to approximately RMB5,106 million and the net assets amounted to approximately RMB372 million (being the audited value of those assets as at 31 March 2011). INFORMATION ON THE COMPANY The Company is principally engaged in the construction and operation of power plants, the sale of electricity and thermal power, the repair and maintenance of power equipment and power related technical services, with its main service areas being in the PRC. INFORMATION ON CDC CDC is a solely State-owned enterprise. Its scope of operations mainly includes the development, investment, construction, operation and management of power energy; organisation of power (thermal) production and sales; as well as power technology development and consultation. INFORMATION ON GANTOU HYDROPOWER Gantou Hydropower was established on 30 March 2006 with a registered capital of RMB100 million, and is principally engaged in the business of hydropower investments. REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT Through involving CDC as a shareholder of Ganzi Hydropower Company by way of capital contribution and share enlargement, new funds will be injected into Ganzi Hydropower Company, the capital and financing capabilities of Ganzi Hydropower Company will be strengthened, thereby pushing forward the smooth progress of its construction projects. Meanwhile, the implementation of such capital contribution and share enlargement arrangement will dilute the investment risks of the Company, relieve the pressure of development capital and increase the efficiency of capital utilization, thereby benefitting the Shareholders of the Company. With the involvement of CDC as a shareholder of Ganzi Hydropower Company, Ganzi Hydropower Company will further enhance its corporate governance structure, foster the cooperation among various related parties and create more room for the development of Ganzi Hydropower Company, thereby bringing better returns for the Shareholders of the Company. Upon completion of the capital contribution and share enlargement, Ganzi Hydropower Company will still remain as a controlled subsidiary of the Company and the scope of consolidation of financial reports of the Company will not be affected. Since the Changhe Dam Hydropower Project and the Huangjinping Hydropower Project of Ganzi Hydropower Company are still under construction, no gain or loss is expected to be accrued to the Company as a result of the implementation of the capital contribution and share enlargement arrangement contemplated under the Capital Contribution Agreement. CONNECTED TRANSACTION As at the date of this announcement, CDC is a controlling Shareholder of the Company. CDC and its subsidiaries together hold approximately 34.71% of the issued share capital of the Company. Ganzi Hydropower Company is a subsidiary of the Company and Gantou Hydropower is a substantial shareholder of Ganzi Hydropower Company. Accordingly, CDC and Gantou Hydropower are connected persons of the Company under Chapter 14A of the Listing Rules and the entering into of the Capital Contribution Agreement constitutes a connected transaction of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution Agreement is more than 0.1% but less than 5%, the Capital Contribution Agreement is only subject to the reporting and announcement requirements under Rules 14A of the Listing Rules and does not require the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. None of the Directors have any material interest in the transaction. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are principal management staff of CDC, have abstained from voting at the Board meeting on the approval of the relevant transaction in accordance with the requirements of the listing rules of the Shanghai Stock Exchange. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Board" the board of directors "Capital Contribution Agreement" the agreement entered into between the Company, CDC, Gantou Hydropower and Ganzi Hydropower Company dated 29 September 2011 in respect of the capital contribution to Ganzi Hydropower Company, the details of which are set out in this announcement "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is a controlling Shareholder of the Company pursuant to the Listing Rules. CDC and its subsidiaries own approximately 34.71% of the issued share capital of the Company as at the date of this announcement "Changhe Dam Project" The Sichuan Dadu River Changhe Dam Hydropower Station Project, a project involving the design of 4x650MW mixed-flow hydraulic-wheel generating units with a total capacity of 2,600MW; currently under the construction stage "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 "Director(s)" the director(s) of the Company "Gantou Hydropower" Ganzi County Gantou Hydropower Development Company Limited "Ganzi Hydropower Company" Sichuan Datang International Hydropower Development Co., Ltd., a controlled subsidiary of the Company "Huangjinping Project" the Sichuan Dadu River Huangjinping Hydropower Station Project, a project involving the design of 4x200MW vertical-axle mixed flow generating units and 2x25MW generating units with a total capacity of 850MW; currently under the construction stage "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "NDRC" National Development and Reform Commission of the PRC "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "Shareholders" the shareholders of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Valuation Report" a valuation report on Ganzi Hydropower Company issued by Zhong Tong Hua Assets Appraisal Co., Ltd. (Zhong Tong Hua assessment document (2011) No.232) "Zhong Tong Hua Assets Appraisal Co." Beijing Zhong Tong Hua Assets Appraisal Co., Ltd. "%" per cent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 29 September 2011 As at the date of this announcement, the Directors of the Company are: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*. Zhao Jie* and Jiang Guohua*. *Independent non-executive Directors
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