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 Denitrification Transformation Project Contract According to the result of public tender, on 18 June 2013, Fengrun Thermal Power Company entered into the Denitrification Transformation Project Contract with Datang Technology Company to carry out general contracting of the denitrification transformation work of power generating units no. 1 and 2 of Fengrun Thermal Power Company with the aggregate contract sum amounting to approximately RMB70.18 million. Listing Rules Implications As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its subsidiaries hold approximately 34.71% of the issued share capital of the Company. Datang Technology Company is a subsidiary of CDC, therefore Datang Technology Company is a connected person of the Company. The transaction contemplated under the Denitrification Transformation Project Contract constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount under the Denitrification Transformation Project Contract is more than 0.1% but less than 5%, the transaction contemplated under the Denitrification Transformation Project Contract 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. DENITRIFICATION TRANSFORMATION PROJECT CONTRACT Date: 18 June 2013 Parties: Owner: Fengrun Thermal Power Company Contractor: Datang Technology Company Major particulars of the contract: 1. Subject matter: Fengrun Thermal Power Company agrees to appoint Datang Technology Company to carry out general contracting of the denitrification transformation work of power generating units no. 1 and 2 of Fengrun Thermal Power Company. 2. Consideration: The consideration of the contract amounted to the total sum of approximately RMB70.18 million, among which, facilities costs account for approximately RMB33.6914 million; construction and installation work accounts for approximately RMB27.382796 million (consideration for construction work is RMB2.728245 million, while consideration for installation work is RMB24.654551 million), technical services fee accounts for approximately RMB8.005804 million, and other costs account for RMB1.10 million. 3. Settlement and payment: A. Facilities costs: 1) Within one month from the effective date of the contract and upon the Owner receiving (a) an irrevocable performance bond guarantee with the Owner as the beneficiary issued by the Contractor's deposit bank in the amount equivalent to 10% of the contract price; and (b) a financial receipt equivalent to 10% of the facilities costs, the Owner shall pay 10% of the facilities costs to the Contractor within one month upon verification of such documents by the Owner. 2) The Owner shall pay 20% of the facilities costs to the Contractor within two weeks upon receiving and verifying (a) a copy of the major sections of the contract for the purchase of the main facilities; and (b) a financial receipt equivalent to 20% of the facilities costs. 3) The Owner shall pay 30% of the facilities costs to the Contractor within one month after the delivery in lots of the facilities (parts and components) according to specified order to the place of delivery within specified time, and upon receiving and verifying (a) the original of the certificate of inspection of the facilities signed by the authorised representative of the Owner; (b) the original of the detailed content checklist of the lots of the facilities; (c) the original of the quality check certificate of the facilities; (d) a special invoice for the value-added tax on 100% of the contract price. 4) After the construction work is completed, and the facilities under contract passed test run for 168 hours, the Owner shall pay 30% of the facilities costs within one month upon verifying such document. 5) Within one month after the expiration of the warranty period of the facilities and no quality issues arises, and upon the Owner receiving and verifying (a) a copy of the final certificate of check-and-acceptance for the facilities under the contract; and (b) a financial receipt equivalent to 10% of the facilities costs, the Owner shall pay 10% of the facilities costs to the Contractor within one month upon verifying such documents. B. Consideration for construction and installation works: Within one month upon the Owner confirming the Contractor's monthly work volume and receiving and verifying the commercial invoices on amount corresponding to the monthly work volume issued by the Contractor, the Owner shall pay 95% of the amount on the commercial invoices within one month after the expiration of the warranty period and in the event that no quality issues arises, the Owner shall pay 5% of the amount on the commercial invoices to the Contractor. C. Technical services: 1) Within one month from the effective date of the contract and upon the Owner receiving the commercial invoice equivalent to 25% of the service fee for technical services, the Owner shall pay 25% of the service fee for technical services to the Contractor within one month upon the Owner verifying such document. 2) The Owner shall pay 50% of the service fee for technical services to the Contractor within one month upon receiving and verifying (a) the construction plan; (b) the commercial invoice equivalent to 50% of the service fee for technical services. 3) After the facilities under the contract are checked and accepted, the test run is passed and the preliminary certificate of check-and-acceptance is signed, and within one month upon the Owner receiving and verifying the commercial invoice equivalent to 25% of the service fee for technical services, the Owner shall pay 25% of the service fee for technical services to the Contractor. 4. Conditions precedent: The Denitrification Transformation Project Contract shall become effective when it is duly signed by the legal representative or the proxy (with written authorisation by the legal representative) of the parties with their respective company seals affixed thereto. REASONS FOR AND BENEFITS OF ENTERING INTO THE DENITRIFICATION TRANSFORMATION PROJECT CONTRACT According to the annual technical transformation plan of the Company, the Company invited public tender for the denitrification transformation project for its directly-managed power plant and subsidiary. After carrying out relevant evaluation procedures and considering various factors, including the technical experiences, professional qualification, business reputation, project management skills, consideration amount and other relevant factors of all the tenderers, Datang Technology Company was confirmed as the tender winner for the denitrification transformation project for Fengrun Thermal Power Company. Datang Technology Company has sufficient qualification with expertise in carrying out denitrification transformation project. The Company considers that it will be capable to ensure the denitrification transformation project to be carried out smoothly. The Company's subsidiary agrees to appoint Datang Technology Company to carry out the denitrification transformation work, mainly for the purposes of ensuring the on-schedule completion of denitrification transformation of the Company's subsidiary, to fully ride on the professional advantage of Datang Technology Company, as well as to control cost to a certain extent through large scale purchasing of facilities. Directors (including independent non-executive Directors) are of the view that the transaction under the Denitrification Transformation Project Contract was duly completed by way of public tender; the relevant terms are fair and reasonable and conducted on normal commercial terms and in the ordinary course of business of the Company and is in the interests of the shareholders of the Company as a whole. BOARD'S APPROVAL None of the Directors has material interest in the transaction thereunder the Denitrification Transformation Project Contract. Connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, have abstained from voting at the Board meeting for the approval of the relevant resolution pursuant to the listing rules of the Shanghai Stock Exchange. INFORMATION OF THE PARTIES 1. 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. 2. Fengrun Thermal Power Company, a subsidiary of the Company, is currently operating two 300MW coal-fired generation units. The equity structure of the company is: the Company holds 84% equity interest, Tangshan Construction and Investment Company Limited holds 16% equity interest. 3. CDC was established on 9 March 2003 with registered capital of RMB15,394 million and 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. 4. Datang Technology Company is a subsidiary of CDC. Its scope of operation includes development, service and consulting of environmental technology, development, manufacture and sales of environmental equipment and operation of environmental pollution control facilities. China Datang Corporation Environmental Technologies Engineering Co., Ltd. a wholly-owned subsidiary of CDC, holds 51% equity interest in Datang Technology Company. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its subsidiaries hold approximately 34.71% of the issued share capital of the Company. Datang Technology Company is a subsidiary of CDC, therefore Datang Technology Company is a connected person of the Company. The transaction contemplated under the Denitrification Transformation Project Contract constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount under the Denitrification Transformation Project Contract is more than 0.1% but less than 5%, the transaction contemplated under the Denitrification Transformation Project Contract 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. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Associates" has the meaning ascribed to it under the Listing Rules "Board" the board of directors "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is a controlling shareholder of the Company. CDC and its subsidiaries own approximately 34.71% 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 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 "Datang Technology Company" China Datang Technologies and Engineering Co., Ltd., a subsidiary of China Datang Corporation Environment Technologies Engineering Co., Ltd., a wholly-owned subsidiary of CDC. For more information, please refer to the section headed "INFORMATION OF THE PARTIES" "Denitrification Transformation the contract on denitrification transformation project for power generating units Project Contract" of Fengrun Thermal Power Company entered into between Fengrun Thermal Power Company and Datang Technology Company on 18 June 2013 "Director(s)" the director(s) of the Company "Fengrun Thermal Power Hebei Datang International Fengrun Thermal Power Company Limited, a subsidiary of Company" the Company. For more information, please refer to the section headed "INFORMATION OF THE PARTIES" "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 "Stock Exchange" The Stock Exchange of Hong Kong Limited "%" percentage By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 18 June 2013 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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive Directors
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