Continuing 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 CONTINUING CONNECTED TRANSACTIONS FUEL PURCHASE FRAMEWORK AGREEMENT On 12 July 2013, the Company entered into the Fuel Purchase Framework Agreement with Xilinhaote Mining Co., pursuant to which the Company and certain of its subsidiaries agreed to purchase coal from Xilinhaote Mining Co. with a maximum aggregate annual transaction amount of approximately RMB882 million for a term of one year commencing from 1 January 2013 to 31 December 2013. 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. Since China Datang Coal Industry Co., a wholly-owned subsidiary of CDC, holds 40% equity interest in Xilinhaote Mining Co., Xilinhaote Mining Co. is therefore a connected person of the Company. The transaction contemplated under the Fuel Purchase Framework Agreement constitutes continuing connected transactions of the Company. Since each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount of the Fuel Purchase Framework Agreement is higher than 0.1% and below 5%, the Fuel Purchase Framework Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but do not require the approval by the independent shareholders of the Company under Chapter 14A of the Listing Rules. FUEL PURCHASE FRAMEWORK AGREEMENT Date: 12 July 2013 Parties: The Company and Xilinhaote Mining Co. Major terms: (1) Subject matter: The Company and its subsidiaries agreed to purchase coal from Xilinhaote Mining Co. during the term of the agreement. The parties may, from time to time during the term of the agreement, enter into specific purchase contracts in respect of the purchase of coal by the Company and its subsidiaries, and such specific purchase contracts shall be subject to the terms of the Fuel Purchase Framework Agreement. (2) Consideration: To be determined in the ordinary course of business on normal commercial terms on the basis of arm's length negotiation according to the prevailing market conditions. (3) Settlement and payment: Settlement shall be made by the parties according to the settlement invoice which were confirmed by both parties. (4) Term: One year, commencing from 1 January 2013 to 31 December 2013. The Company confirms that each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amounts under the Fuel Purchase Framework Agreement for the period from 1 January 2013 to the date of this announcement does not exceed the de minimis threshold under Chapter 14A of the Listing Rules. (5) The Fuel Purchase Framework Agreement becomes effective when they are duly signed by both parties. Annual cap It is expected that the maximum transaction amount in respect of the Fuel Purchase Framework Agreement for the year ending 31 December 2013 is RMB882 million, which is determined with reference to (i) the anticipated quantity of coal to be purchased by the Company and its subsidiaries from Xilinhaote Mining Co. for the year ending 31 December 2013; and (ii) the estimated market price of coal. Historical transaction amounts The Company and its subsidiaries did not carry out any similar transactions with Xilinhaote Mining Co. for the period from 1 January 2010 to 31 December 2012. REASONS FOR AND BENEFITS OF ENTERING INTO THE FUEL FRAMEWORK AGREEMENT The purchase of coal by the Company and its subsidiaries from Xilinhaote Mining Co. can fully leverage the advantage of securing coal supply of a specialized coal company, thereby effectively securing the production coal of the coal-to-chemical enterprises and certain power generation enterprises of the Company, and exhibit the Company and its subsidiaries' advantage of economy-of-scale of procurement, so as to exercise control over the expenses of the relevant enterprises, and to increase Xilinhaote Mining Co.'s operating revenue and overall profitability of the Company. The Directors (including the views of the independent non-executive Directors) are of the view that the terms of the Fuel Purchase Framework 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. INFORMATION ON 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. The Company's main service areas are in the PRC. 2. CDC was established on 9 March 2003 with registered capital of RMB15.394 billion. It is principally engaged in the development, investment, construction, operation and management of power energy, organisation of power (thermal) production and sales; manufacture, 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. 3. Xilinhaote Mining Co. is a subsidiary of the Company. It is principally engaged in import and export trading, sale of mining products (excluding exclusively controlled products), earth and rock stripping, technological consultation and services of mining products. The equity structure of Xilinhaote Mining Co. is: the Company holds 60% equity interest in Xilinhaote Mining Co., while China Datang Coal Industry Co. holds 40% equity interest in Xilinhaote Mining Co. 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. Since China Datang Coal Industry Co., a wholly-owned subsidiary of CDC, holds 40% equity interest in Xilinhaote Mining Co., Xilinhaote Mining Co. is therefore a connected person of the Company. The transactions contemplated under the Fuel Purchase Framework Agreement constitute continuing connected transactions of the Company. Since each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount of the Fuel Purchase Framework Agreement is higher than 0.1% and below 5%, the Fuel Purchase Framework Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but do not require the approval by the independent shareholders of the Company under Chapter 14A of the Listing Rules. None of the Directors has material interest in the Fuel Purchase Framework Agreement. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, have abstained from voting at the Board meeting for 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 "CDC" China Datang Corporation, a state-owned enterprise established under the laws of the PRC and is the controlling shareholder of the Company which, together with its subsidiaries, own approximately 34.71% of the issued share capital of the Company as at the date of this announcement "China Datang Coal Industry Co." China Datang Coal Industry Co., Ltd., a wholly-owned subsidiary of CDC "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 "Directors" the director(s) of the Company "Fuel Purchase Framework Agreement" the Annual Coal Supply Framework Agreement dated 12 July 2013 entered into between the Company and Xilinhaote Mining Co. "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 "Xilinhaote Mining Co." Inner Mongolia Datang International Xilinhaote Mining Company Ltd., a controlling subsidiary of the Company, details of which are set out in the section entitled "Information on the Parties" "%" Percentage By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 12 July 2013 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Cao Xin, Cai Shuwen, Li Gengsheng, Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive Directors
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