Continuing Connected Transactions

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 CCT Agreements In 2011, certain subsidiaries of the Company entered into the CCT Agreements with certain subsidiaries and power plants of CDC to carry out the following day-to-day continuing connected transactions: 1. Purchase of coal from a subsidiary of CDC by a subsidiary of the Company In 2011, Liancheng Power Generation Company entered into the Gansu Purchase and Sale of Coal Contract with Gansu Fuel Co., pursuant to which Liancheng Power Generation Company agreed to purchase coal from Gansu Fuel Company during the term of the Gansu Purchase and Sale of Coal Contract. As at December 2011, the total transaction amount was approximately RMB142.199 million. 2. Sale of coal to certain subsidiaries and power plant of CDC by certain subsidiaries of the Company In 2011, Xilinhaote Mining Co. entered into the Purchase and Sale of Coal Contract with each of Coal Sales Co. and Changshan Thermal Power Plant, pursuant to which Xilinhaote Mining Co. agreed to sell coal to each of Coal Sales Co. and Changshan Thermal Power Plant during the term of the Purchase and Sale of Coal Contract. As at December 2011, the total transaction amount was approximately RMB178.17 million. In 2011, Beijing Datang Fuel Co. entered into the Coal Supply and Demand Contract with Electric Power Fuel Co., pursuant to which Beijing Datang Fuel Co. agreed to supply coal to Electric Power Fuel Co. during the term of the Coal Supply and Demand Contract. As at December 2011, the total transaction amount was approximately RMB36.81 million. In 2011, the total transaction amount for the sale of coal to the above subsidiaries and power plant of CDC by the subsidiaries of the Company under the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract was approximately RMB214.980 million. 3. Appointment of a subsidiary of the Company by certain subsidiary and power plant of CDC to carry out power generation work In 2011, Lvsigang Power Generation Company entered into the Monthly Alternative Power Generation Agreement with each of Nanjing Power Plant and Xutang Power Generation Company, pursuant to which Nanjing Power Plant and Xutang Power Generation Company agreed to appoint Lvsigang Power Generation Company to carry out monthly power generation work on their behalf in the Jiangsu Province of the PRC during the term of the Monthly Alternative Power Generation Agreement. As at December 2011, the total transaction amount was approximately RMB91.493 million. Continuing Connected Transactions As at the relevant dates of the CCT Agreements, CDC was the controlling shareholder of the Company, which together with its subsidiaries held approximately 34.71% of the issued share capital of the Company. Since Gansu Fuel Co., Coal Sales Co., Electric Power Fuel Co. and Xutang Power Generation Company are subsidiaries of CDC, Nanjing Power Plant is a wholly-owned power plant of CDC and Changshan Thermal Power Plant is a wholly-owned power plant of Jilin Power Generation Company Limited., a wholly-owned subsidiary of CDC, such companies and power plants are therefore connected persons of the Company according to Chapter 14A of the Listing Rules. The transactions under the CCT Agreements 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 aggregated transaction amount of Gansu Purchase and Sale of Coal Contract, the aggregated transaction amount under the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract and the aggregated transaction amount under the Monthly Alternative Power Generation Agreement are lower than 5%, the Gansu Purchase and Sale of Coal Contract, the Purchase and Sale of Coal Contract, the Coal Supply and Demand Contract and the Monthly Alternative Power Generation Agreement and the transactions contemplated thereunder are only subject to the annual review, reporting and announcement requirements, but are exempt from the approval by the independent shareholders of the Company under the requirements of Chapter 14A of the Listing Rules. Pursuant to Rules 14A.25 to 14A.27 of the Listing Rules, each of the aggregated transaction amount of coal purchases under the Gansu Purchase and Sale of Coal Contract in about April 2011, the aggregated transaction amount of coal sales under the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract in about October 2011 and the aggregated transaction amount of alternative power generation under the Monthly Alternative Power Generation Agreement in about October 2011 has exceeded the de minimis threshold under Chapter 14A of the Listing Rules. The Company made supplemental disclosure of the CCT Agreements in this announcement in order to re-comply with the relevant reporting and announcement requirements under Chapter 14A of the Listing Rules. A. PURCHASE OF COAL FROM A SUBSIDIARY OF CDC BY A SUBSIDIARY OF THE COMPANY Gansu Purchase and Sale of Coal Contract Date: various dates in 2011 Parties: Liancheng Power Generation Company and Gansu Fuel Co. Major terms: In 2011, the parties entered into a number of Gansu Purchase and Sale of Coal Contract and the terms of which are materially the same, the major terms of which are summarized as follows: (1) Subject matter: Liancheng Power Generation Company agreed to purchase coal from Gansu Fuel Co. during the relevant term of the 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: Commencing from the respective date of the contract to 31 December 2011. The total transaction amount under the Gansu Purchase and Sale of Coal Contract for the year ended 31 December 2011 was approximately RMB142.199 million. Historical transaction amounts The transaction amount for the purchase of coal from the subsidiaries of CDC by the subsidiaries of the Company for the year ended 31 December 2010 amounted to approximately RMB25,760,000. The subsidiaries of the Company did not purchase any coal from the subsidiaries of CDC for the two years ended 31 December 2008 and 31 December 2009. Reasons for and Benefits of Entering into the Gansu Purchase and Sale of Coal Contract Liancheng Power Generation Company is a coal-fired power generation company located in the area of Liancheng, Gansu Province. The area does not have sufficient coal resources, therefore leading to a significant imbalance in the supply and demand of thermal coal. Gansu Fuel Co. is a company specialized in coal business and has certain coal resources and rail transport organizational capability; in particular, its advantages in organizing resources in the Xinjiang Autonomous Region are apparent. The purchase of coal from Gansu Fuel Co. by Liancheng Power Generation Company is able to relieve the tension in coal supply, extend the region for thermal power purchase, and ensure normal power generation and production. The Company considers that the relevant terms of the Gansu Purchase and Sale of Coal Contract are fair, reasonable and in the interests of the Company and its shareholders as a whole. B. SALE OF COAL TO CERTAIN SUBSIDIARIES AND POWER PLANT OF CDC BY CERTAIN SUBSIDIARIES OF THE COMPANY Purchase and Sale of Coal Contract Date: various dates in 2011 Parties: Xilinhaote Mining Co., Coal Sales Co. and Changshan Thermal Power Plant Major terms: In 2011, the parties entered into a number of Purchase and Sale of Coal Contract and the terms of which are materially the same, the major terms of which are summarized as follows: (1) Subject matter: Xilinhaote Mining Co. agreed to supply coal to each of Coal Sales Co. and Changshan Thermal Power Plant during the relevant term of the contract. (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 of consideration shall be made by the parties within the 1st to 10th day of each month according to the statement and settlement invoice which were signed and confirmed by the parties. (4) Term: Commencing from the respective date of the contract to 31 December 2011. The total transaction amount under the Purchase and Sale of Coal Contract for the year ended 31 December 2011 was approximately RMB178.17 million. Coal Supply and Demand Contract Date: various dates in 2011 Parties: Beijing Datang Fuel Co. and Electric Power Fuel Co. Major terms: In 2011, the parties entered into a number of Coal Supply and Demand Contract and the terms of which are materially the same, the major terms of which are summarized as follows: (1) Subject matter: Beijing Datang Fuel Co. agreed to supply coal to Electric Power Fuel Co. during the relevant term of the contract. (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 the parties. (4) Term: Commencing from the respective date of the contract to 31 December 2011. The total transaction amount under the Coal Supply and Demand Contract for the year ended 31 December 2011 was approximately RMB36.81 million. In 2011, the total transaction amount for the sale of coal under the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract for the year ended 31 December 2011 was approximately RMB214.980 million. Historical transaction amounts The transaction amount for the sale of coal to the subsidiaries and power plant(s) of CDC by the subsidiaries of the Company for the three years ended 31 December 2008, 31 December 2009 and 31 December 2010 amounted to approximately RMB100,000,000, nil and RMB4,880,000, respectively. Reasons for and Benefits of Entering into the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract Shengli Open-pit Coal Mine East Unit 2 of Xilinhaote Mining Co. primarily supplies coal to the Duolun Coal Chemical Project and the Keqi Coal-based Gas Project of the Company for chemical production. At present, the scale of the coal chemical project is not large enough to consume all of the coal produced by Shengli Coal Mine East Unit 2. The excess quantity needs to be sold in the market as external sales. Coal Sales Co. is a specialized coal sales company with certain advantages in transport arrangements and customer and market resources. Changshan Thermal Power Plant is a coal-fired thermal power plant. The sale of coal to Coal Sales Co. and Changshan Thermal Power Plant by Xilinhaote Mining Co. could enable Xilinhaote Mining Co. to concentrate on engaging in rational coal production to reduce the cost of sales and to optimize its operating results. Beijing Datang Fuel Company is a company specialized in coal trading business. Its imported coal business has been developing rapidly in recent years. It has certain advantages in the aspects of resources, suppliers and prices. The company itself has the need to explore the domestic market. Electric Power Fuel Co. is also a specialized company engaged in the sales of coal. It has certain advantages in transportation organization and customer resources in the market. The cooperation between the parties can optimize the operating results of the Company, lead to the complementation of their advantages, thereby achieving a win-win situation. The Company considers that the relevant terms of the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract are fair, reasonable and in the interests of the Company and its shareholders as a whole. C. APPOINTMENT OF A SUBSIDIARY OF THE COMPANY BY CERTAIN SUBSIDARY AND POWER PLANT OF CDC TO CARRY OUT POWER GENERATION WORK Monthly Alternative Power Generation Agreement Date: various dates in 2011 Parties: Lvsigang Power Generation Company, Nanjing Power Plant and Xutang Power Generation Company Major terms: In 2011, the parties entered into a number of Monthly Alternative Power Generation Agreement and the terms of which are materially the same, the major terms of which are summarized as follows: (1) In accordance with the relevant rules for alternative power generation transactions of Jiangsu Province, each of Nanjing Power Plant and Xutang Power Generation Company agreed to appoint Lvsigang Power Generation Company to carry out monthly power generation work on their behalf in the Jiangsu Province of the PRC during the term of the agreement. (2) The tariffs shall be settled by Nanjing Power Plant and Xutang Power Generation Company to Lvsigang Power Generation Company according to the on-grid tariffs and the quantity of on-grid power generation as approved by the government. The total transaction amount under the Monthly Alternative Power Generation Agreement for the year ended 31 December 2011 was approximately RMB91.493 million. Historical transaction amounts The subsidiaries and power plant(s) of CDC did not appoint any subsidiaries of the Company to carry out power generation on their behalf for the three years ended 31 December 2008, 31 December 2009 and 31 December 2010. Reasons for and Benefits of Entering into the Monthly Alternative Power Generation Agreement Pursuant to the relevant national energy conversation and emission reduction policies as well as the relevant regulations on alternative power generation, Nanjing Power Generation Plant and Xutang Power Generation Company appointed Lvsigang Power Generation Company to carry out monthly power generation work on their behalf in Jiangsu Province of the PRC. The parties took into account the actual changes in the market conditions and the operational status of the generating units, and this arrangement was realized through the centralized coordination of the alternative power generation transaction management platform of the power grid companies. The Company is of the view that provided that safe production is assured, the transactions contemplated under the Monthly Alternative Power Generation Agreement are able to fully utilize the planned generation target of the shut-down generating units of Nanjing Power Generation Plant and Xutang Power Generation Company since the power generation index of such shut-down generating units will be transferred to Lvsigang Power Generation Company to conduct the transactions. Lvsigang Power Generation Company will be able to more fully utilize its large generating units and the advantages in utilizing large generating units with high efficiency, low energy consumption and low emissions discharge can be better achieved. Considering the increases in revenues to be obtained by the Group by conducting the transactions and the advantages of relatively lower operating costs of large generating units, the profit margins of the Group are expected to improve. The relevant transactions are able to achieve the purpose of a win-win situation for all parties, and are in the interests of the Company's shareholders and the interests of the parties to the transaction as a whole. The Company considers that the relevant terms of the Monthly Alternative Power Generation Agreements are fair, reasonable and in the interests of the Company and its shareholders as a whole. D. LISTING RULES IMPLICATIONS FOR THE CCT AGREEMENTS As at the relevant dates of the CCT Agreements, CDC was the controlling shareholder of the Company, which together with its subsidiaries held approximately 34.71% of the issued share capital of the Company. Since Gansu Fuel Co., Coal Sales Co., Electric Power Fuel Co. and Xutang Power Generation Company are subsidiaries of CDC, Nanjing Power Plant is a wholly-owned power plant of CDC and Changshan Thermal Power Plant is a wholly-owned power plant of Jilin Power Generation Company Limited., a wholly-owned subsidiary of CDC, such companies and power plants are therefore connected persons of the Company according to Chapter 14A of the Listing Rules. The transactions under the CCT Agreements 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 Gansu Purchase and Sale of Coal Contract, the aggregated transaction amount under the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract and the aggregated transaction amount under the Monthly Alternative Power Generation Agreement are lower than 5%, the Gansu Purchase and Sale of Coal Contract, the Purchase and Sale of Coal Contract, the Coal Supply and Demand Contract and the Monthly Alternative Power Generation Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but are exempt from the approval by the independent shareholders of the Company under the requirements of Chapter 14A of the Listing Rules. None of the Directors have any material interest in the transactions under the above CCT Agreements. Pursuant to Rules 14A.25 to 14A.27 of the Listing Rules, each of the aggregated transaction amount of coal purchases under the Gansu Purchase and Sale of Coal Contract in about April 2011, the aggregated transaction amount of coal sales under the Purchase and Sale of Coal Contract and the Coal Supply and Demand Contract in about October 2011 and the aggregated transaction amount of alternative power generation under the Monthly Alternative Power Generation Agreement in about October 2011 has exceeded the de minimis threshold under Chapter 14A of the Listing Rules. The Company made supplemental disclosure of the CCT Agreements in this announcement in order to re-comply with the relevant reporting and announcement requirements under Chapter 14A of the Listing Rules. E. INFORMATION ON THE PARTIES TO THE CCT AGREEMENTS 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 located in the PRC. 2. Liancheng Power Generation Company is a subsidiary of the Company. It was incorporated in Lanzhou city, Gansu Province on 26 August 2011. It is mainly responsible for the construction and operation of power plants, the sale of electricity, power technology consultation, services and integrated utilization. The Company holds 55% equity interest in Liancheng Power Generation Company. 3. Gansu Fuel Co. is a subsidiary of China Datang Gansu Power Generation Company Limited, a wholly-owned subsidiary CDC. It is principally engaged in the coal, heavy oil, coal sampling, sample production, testing and specialized technical services. 4. Xilinhaote Mining Co., a subsidiary of the Company. It was incorporated in Xilinhaote City on 23 August 2007 and is principally responsible for the development, construction and operation of the Shengli Open-pit Coal Mine East Unit 2 projects (the annual capacity of phase 1 of the project is 10 million tonnes, and that of phase 2 is 20 million tonnes). The Company holds 60% equity interest in Xilinhaote Mining Co., while China Datang Coal Industry Co., Ltd. holds 40% equity interest in Xilinhaote Mining Co. 5. Coal Sales Co. is a wholly-owned subsidiary of China Datang Coal Industry Co., Ltd., a wholly-owned subsidiary of CDC. It was incorporated in August 2010. It is principally engaged in the sale of coal within the system of the Group, related technical services, technology development and investment management. 6. Changshan Thermal Power Plant is a wholly-owned power plant of Jilin Power Generation Company Limited, a wholly-owned subsidiary of CDC. It was incorporated in May 1969. Such power plant mainly operates in the areas of production and sales of electricity and thermal power. 7. Beijing Datang Fuel Co. is a subsidiary of the Company (formerly a wholly-owned subsidiary of the Company). It was incorporated in December 2006. It is principally engaged in the sale of coal, investment management and technical services, and is responsible for supplying coal to power generation enterprises owned by the Company in coastal areas and other power generation enterprises of the Company. Upon completion of the relevant procedures for changing the business and commercial registration of Beijing Datang Fuel Co., the Company will hold 51% equity interest in Beijing Datang Fuel Co., while Datang Electric Power Fuel Co., Ltd., a wholly-owned subsidiary of CDC, will hold 49% equity interest in Beijing Datang Fuel Co. 8. Electric Power Fuel Co. is a wholly-owned subsidiary of CDC. It mainly operates in the area of electric power fuel trading. 9. Lvsigang Power Generation Company is a subsidiary of the Company. It was incorporated on 18 September 2003. It mainly operates in the areas of production and sales of electricity, power technology consultation, services and integrated utilization. The Company holds 55% equity interest in Lvsigang Power Generation Company. 10. Nanjing Power Generation Plant is a wholly-owned power plant of CDC. Such power plant mainly operates in the areas of production and sales of electricity. 11. Xutang Power Generation Company is a subsidiary of CDC. The company mainly operates in the areas of production and sales of electricity. CDC Jiangsu Branch Company holds 51% equity interest in Xutang Power Generation Company. 12. 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, organization 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. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Beijing Datang Fuel Company" Beijing Datang Fuel Company Limited, a subsidiary of the Company, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "Board" the board of Directors "CCT Agreements" the Gansu Purchase and Sale of Coal Contract, the Purchase and Sale of Coal Contract, the Coal Supply and Demand Contract and the Monthly Alternative Power Generation Agreement "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 "Changshan Thermal Power Plant" Datang Changshan Thermal Power Plant, a wholly-owned power plant of Jilin Power Generation Company Limited, a wholly-owned subsidiary of CDC, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "Coal Sales Co." Datang (Beijing) Coal Sales Co., Ltd., a wholly-owned subsidiary of China Datang Coal Industry Co., Ltd., a wholly-owned subsidiary of CDC, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "Coal Supply and Demand Contract" a number of coal supply and demand contracts entered into between Beijing Datang Fuel Co. and Electric Power Fuel Co. during 2011 "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 "Electric Power Fuel Co." Datang Electric Power Fuel Company Ltd, a wholly-owned subsidiary of CDC, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "Gansu Fuel Co." Gansu Datang Fuel Limited Company Ltd, a subsidiary of China Datang Gansu Power Generation Company Limited, a wholly-owned subsidiary CDC, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "Gansu Purchase and Sale of Coal Contract" a number of purchase and sale of coal contracts entered into between Liancheng Power Generation Company and Gansu Fuel Co. during 2011 "Liancheng Power Generation Company" Gansu Datang International Liancheng Power Generation Company Ltd, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange "Lvsigang Power Generation Company" Jiangsu Datang International Lvsigang Power Generation Company Ltd, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "Monthly Alternative Power Generation a number of monthly alternative power Agreement" generation agreements entered into between Lvsigang Power Generation Company, and each of Datang Nanjing Power Plant and Xutang Power Generation Company during 2011 "Nanjing Power Generation Plant" Datang Nanjing Power Generation Plant, a wholly-owned power plant of CDC, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "PRC" the People's Republic of China "Purchase and Sale of Coal Contract" a number of purchase and sale of coal contracts entered into between Xilinhaote Mining Co. and each of Coal Sales Co. and Changshan Thermal Power Plant during 2011 "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, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" "Xutang Power Generation Company" Jiangsu Xutang Power Generation Company Ltd is a subsidiary of CDC, details of which are set out in the section entitled "Information on the Parties to the CCT Agreements" By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 28 September 2012 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
UK 100

Latest directors dealings