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 CONNECTED TRANSACTION ENTRUSTED LOAN AGREEMENT On 17 May 2011, the Company entered into the Entrusted Loan Agreement with ICBC Xuanwu Branch and Duolun Coal Chemical Company in relation to the provision of the Entrusted Loan by the Company to Duolun Coal Chemical Company through the Entrusted Loan Arrangement, in which ICBC Xuanwu Branch acts as lending agent. CONNECTED TRANSACTION As at the date of this announcement, Duolun Coal Chemical Company is owned as to 60% and 40% by the Company's wholly-owned subsidiary - Energy and Chemical Company and CDC, respectively. CDC is a controlling Shareholder of the Company. Duolun Coal Chemical Company is therefore a connected person of the Company and the Entrusted Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the principal amount of the Entrusted Loan is more than 0.1 % but less than 5%, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements set out under Chapter 14A of the Listing Rules but is exempt from the requirement of approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. BACKGROUND On 17 May 2011, the Company entered into the Entrusted Loan Agreement with ICBC Xuanwu Branch and Duolun Coal Chemical Company in relation to the provision of the Entrusted Loan by the Company to Duolun Coal Chemical Company through the Entrusted Loan Arrangement, in which ICBC Xuanwu Branch acts as lending agent, in order to satisfy the need for further capital for the construction of the Duolun Coal Chemical Project and to ensure Duolun Coal Chemical Company's repayment of due borrowings. ENTRUSTED LOAN AGREEMENT Date and Subject Matter On 17 May 2011, the Company entered into the Entrusted Loan Agreement with ICBC Xuanwu Branch and Duolun Coal Chemical Company in relation to the provision of the Entrusted Loan by the Company to Duolun Coal Chemical Company through the Entrusted Loan Arrangement, in which ICBC Xuanwu Branch acts as lending agent. Parties (1) the Company, as the lender; (2) ICBC Xuanwu Branch, as the lending agent; and (3) Duolun Coal Chemical Company, as the borrower. Major Terms of the Entrusted Loan Agreement Entrusted Loan Arrangement Pursuant to the Entrusted Loan Agreement, ICBC Xuanwu Branch is designated by the Company to act as a lending agent to, inter alia, release the Entrusted Loan, which is funded by the Company, to Duolun Coal Chemical Company and to monitor the use and repayment of the Entrusted Loan by Duolun Coal Chemical Company. Principal amount of the Entrusted Loan RMB600 million Term The term for the Entrusted Loan determined in the Entrusted Loan Agreement is 36 months. Interest rate At a floating interest rate, being in line with the benchmark interest rate to be charged by the People's Bank of China for the same period, to be adjusted every twelve months commencing from the actual drawdown date. Such interest rate is arrived at after arm's length negotiation between the Company and Duolun Coal Chemical Company after considering the overall reduction of capital costs to the Group as the accounts of Duolun Coal Chemical Company (being the controlled subsidiary of the Company) are consolidated into the accounts of the Company. Repayment schedule of the principal of the Entrusted Loan One-off repayment of the principal by Duolun Coal Chemical Company upon maturity of the Entrusted Loan Agreement. Payment schedule of interests of the Entrusted Loan Interests for the Entrusted Loan shall be settled by Duolun Coal Chemical Company on a quarterly basis. The settlement date falls on the twentieth (20th) day of the last month of each quarter. Handling charge The handling charge for the Entrusted Loan under the Entrusted Loan Agreement is calculated at 0.025% of the principal amount of the Entrusted Loan. Duolun Coal Chemical Company shall pay such handling charge on an one-off basis to ICBC Xuanwu Branch when the Entrusted Loan is released. Effective Date The Entrusted Loan Agreement shall become effective when it is duly signed by the parties. REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT In order to ensure the smooth progress of the Duolun Coal Chemical Project, the Company intends to provide the Entrusted Loan of no more than RMB600 million to Duolun Coal Chemical Company according to the actual situation of the Duolun Coal Chemical Project. The Entrusted Loan is beneficial for the subsequent project construction of the Duolun Coal Chemical Project and ensuring repayment of due borrowings by Duolun Coal Chemical Company. It is also considered that the overall capital costs to the Group will be reduced after the accounts of Duolun Coal Chemical Company (being the controlled subsidiary of the Company) are consolidated into the accounts of the Company. The Directors (including the independent non-executive Directors) are of the view that the terms of the Entrusted Loan Agreement are fair and reasonable, have been entered into after arm's length negotiation between all parties thereto and determined on normal commercial terms. and is in the interests of the Company and the Shareholders as a whole. CONNECTED TRANSACTION As at the date of this announcement, Duolun Coal Chemical Company is owned as to 60% and 40% by the Company's wholly-owned subsidiary - Energy and Chemical Company and CDC, respectively. CDC is a controlling Shareholder of the Company. Duolun Coal Chemical Company is therefore a connected person of the Company and the Entrusted Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the principal amount of the Entrusted Loan is more than 0.1 % but less than 5%, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements set out under Chapter 14A of the Listing Rules but is exempt from the requirement of 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 Entrusted Loan Agreement. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are the principal management staff of CDC, have abstained from voting at the Board meeting for approval of the Entrusted Loan Agreement in accordance with the requirements of the listing rules of the Shanghai Stock Exchange. 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. INFORMATION RELATING TO DUOLUN COAL CHEMICAL COMPANY Duolun Coal Chemical Company was duly incorporated in the PRC on 19 August 2009 with a registered capital of RMB4,050.00 million. Duolun Coal Chemical Company is principally engaged in the construction and operation of its coal-based olefin project with an annual output of 460,000 tonnes. Duolun Coal Chemical Company is owned as to 60% by Energy and Chemical Company, the Company's wholly-owned subsidiary, and 40% by CDC, the controlling Shareholder of the Company, respectively. As at 31 December 2010, Duolun Coal Chemical Company's total assets amounted to RMB20,722.62 million; total liabilities amounted to RMB16,687.76 million; and the asset-to-liability ratio was 80.53% (the aforesaid figures were audited). As at 31 March 2011, Duolun Coal Chemical Company's total assets amounted to RMB21,037.19 million; total liabilities amounted to RMB17,002.32 million; and the asset-to-liability ratio was 80.82% (the aforesaid figures have not been audited). DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions 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 a controlling Shareholder of the Company pursuant to the Listing Rules. "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 "Directors" the director(s) of the Company "Duolun Coal Chemical Company" Datang Inner Mongolia Duolun Coal Chemical Company Limited, which constructs and operates the Duolun Coal Chemical Project "Duolun Coal Chemical Project" the project located in Duolun County in the Inner Mongolia Autonomous Region which uses the brown coal from the East Unit 2 coal mine of Shengli Coal Mine as raw materials for the production of polypropylene chemical products by employing the pulverised coal gasification technology, the synthetic gas purification technology, large-scale methanol synthesis technology, the methanol-to-propylene technology and the propylene polymerisation technology. It is the most advanced coal chemical project adopting clean, efficient and high value-added utilisation of coal. This project produces 460,000 tonnes of polypropylene per year and other by-products "Energy and Chemical Company" Datang Energy and Chemical Company Limited, a wholly-owned subsidiary of the Company "Entrusted Loan" the entrusted loan of a principal amount of RMB600 million "Entrusted Loan Agreement" the entrusted loan agreement entered into on 17 May 2011 by the Company, ICBC Xuanwu Branch and Duolun Coal Chemical Company in respect of the Entrusted Loan Arrangement "Entrusted Loan Arrangement" the arrangement where ICBC Xuanwu Branch is designated by the Company to act as lending agent to, inter alia, release the Entrusted Loan, which is funded by the Company, to Duolun Coal Chemical Company and to monitor the use and repayment of the Entrusted Loan by Duolun Coal Chemical Company pursuant to the Entrusted Loan Agreement "Group" the Company and its subsidiaries "H Share(s)" the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and the London Stock Exchange "Hong Kong" the Hong Kong Special Administrative Region of the PRC "ICBC Xuanwu Branch" the Xuanwu Branch of Industrial and Commercial Bank of China Limited, a bank incorporated in the PRC and is principally engaged in banking, financial and other finance-related services "Listing Rules" the Rules Governing the Listing of Securities on the 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) "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, 17 May 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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