Discloseable Transaction

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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
DISCLOSEABLE TRANSACTION

FINANCIAL LEASING CONTRACT

On 5 August 2015, Duolun Coal Chemical Company, a subsidiary of the Company, entered into the Financial Leasing Contract with Cornerstone Financial Leasing Company, pursuant to which Duolun Coal Chemical Company engages in financial leasing transaction with Cornerstone Financial Leasing Company by way of sale and leaseback of leased assets, with the principal amount of RMB3 billion. Total principal of financial leasing when aggregated with the Past Transactions amounted to approximately RMB8 billion.

LISTING RULES IMPLICATIONS

Since one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) in respect of the current transaction under the Financial Leasing Contract when aggregated with the Past Transactions are more than 5% but below 25% and all other applicable percentage ratios are less than 5%, the Financial Leasing Contract and the transaction contemplated thereunder constitute a discloseable transaction of the Company, and is subject to the reporting and announcement requirements, but is exempted from the shareholders' approval requirements under Chapter 14 of the Listing Rules.

BACKGROUND

On 5 August 2015, Duolun Coal Chemical Company, a subsidiary of the Company, entered into the Financial Leasing Contract with Cornerstone Financial Leasing Company, pursuant to which Duolun Coal Chemical Company engages in financial leasing transaction with Cornerstone Financial Leasing Company by way of sale and leaseback of leased assets, with the principal amount of RMB3 billion. Total principal of financial leasing when aggregated with the Past Transactions amounted to approximately RMB8 billion.

FINANCIAL LEASING CONTRACT

Date

5 August 2015

Parties

Lessor: Cornerstone Financial Leasing Company

Lessee: Duolun Coal Chemical Company

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Cornerstone Financial Leasing Company and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Leased Assets

Part of facilities and equipment of Duolun Coal Chemical Company, including the facilities and their spare parts, ancillary parts and relevant software and the substitutes and updates of such facilities and equipment.

Principal

RMB3 billion under the Financial Leasing Contract (the principal amount is arrived at based on the net book value of the leased assets and according to the negotiation between the parties); RMB8 billion when aggregated with the Past Transactions.

Form of Leasing

Sale and leaseback, i.e. Cornerstone Financial Leasing Company shall purchase the leased assets from Duolun Coal Chemical Company, and then lease back to Duolun Coal Chemical Company. Duolun shall pay rental for the leased assets by way of installments within the term of contract.

Term

60 months since lease inception date, which is the same date when the Receipt of Leased Assets is duly signed.

Rental and Payment

The rental is the sum of cost of leasing, interest of leasing (which is calculated based on cost of leasing and interest rate of leasing) and the handling fees payable to the lessor. Such rental will be paid in 21 installments, and with quarterly payment of interest, payment of financial charges at arranged time and payment of principal at arranged schedule.

The interest rate of leasing is the benchmark interest rate to be charged for the same level of loans in RMB as announced for implementation by the People's Bank of China on the actual date plus 8%. In the event that the People's Bank of China adjusts the benchmark interest rate during the term of contract, the interest rate of leasing under the contract shall be adjusted at the same direction and extent as the benchmark interest rate announced by the People's Bank of China from time to time.

As at the date of this announcement, the prevailing benchmark interest rate for the same term and same level of loans in RMB as announced by the People's Bank of China is 5.25% per annum.

The rate of handling fee is determined after arm's length negotiation between the parties and will not be higher than 2.63% of the principal of leasing.

The interest rate of leasing and the rate of handling fee are arrived at after negotiation between the parties after considering the average market rate, interest rates of leasing of peer companies and the consideration that the overall interest rate of the financial leasing shall not exceed the benchmark lending rate over the same period.

Ownership, Appropriation and Purchase Rights

During the term of contract, Cornerstone Financial Leasing Company shall have the ownership rights of the leased assets, while Duolun Coal Chemical Company shall have the appropriation rights of the leased assets.

Upon expiry of the term of contract and subject to Duolun Coal Chemical Company's fulfillment of all obligations under the contract, Duolun Coal Chemical Company shall pay the last installment of rental as well as RMB100 as repurchase cost in order to purchase the leased assets. Upon receipt of the repurchase cost paid by Duolun Coal Chemical Company, Cornerstone Financial Leasing Company shall transfer the ownership right of the leased assets to Duolun Coal Chemical Company.

Guarantee

The Company and CDC provide guarantees in respect of the abovementioned financial leasing matter in accordance with their respective shareholding in Duolun Coal Chemical Company.

In order to carry out the abovementioned financial leasing matter smoothly, Duolun Coal Chemical Company, Cornerstone Financial Leasing Company will enter into a series of contracts with the business department of the head office of China CITIC Bank Corporation Limited ("CITIC Bank"), including the contract of transfer of creditor's rights which is to be entered into between Cornerstone Financial Leasing Company and CITIC Bank, the financial leasing contract to be entered into between Duolun Coal Chemical Company and Cornerstone Financial Leasing Company, the commitment letter to be issued by Duolun Coal Chemical Company to CITIC bank, and the agreement of the parties to be entered by the three parties abovementioned (collectively known as the "Series of Contracts"). According to these agreements, all of the creditor's rights under the contract will be transferred to CITIC Bank, and the Company and CDC will enter into suretyship contracts with CITIC Banks separately (the "guarantee agreements"), in order to provide guarantees for all payment obligations borne by Duolun Coal Chemical Company in the Series of Contracts to be entered into between Duolun Coal Chemical Company, Cornerstone Financial Leasing Company and CITIC Bank. Please refer to the Company's announcement dated 3 June 2015 for details of the relevant guarantee.

The guarantee provided by CDC in favour of Duolun Coal Chemical Company was made for the benefit of the Group on normal commercial terms and no security over the assets of the Group is to be provided by the Company to CDC in respect of such guarantee.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, CITIC Bank and its ultimate beneficial owner(s) are third party independent of the Company and its connected persons.

Conditions Precedent

The Financial Leasing Contract shall become effective when it is duly signed by the legal representatives or authorised agent of all parties and affixed with their respective seals.

REASONS FOR AND BENEFITS OF ENTERING INTO THE FINANCIAL LEASING CONTRACT

The financial leasing arrangement under the Financial Leasing Contract is conducive for Duolun Coal Chemical Company to replenish working capital, enhance its efficiency of asset utilisation, expand financing channels, and to ensure the smooth production and operation of Duolun Coal Chemical Company.

The Directors are of the view that the terms of the transaction are fair and reasonable, and are in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

Since one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) in respect of the current transaction under the Financial Leasing Contract when aggregated with the Past Transactions are more than 5% but below 25% and all other applicable percentage ratios are less than 5%, the Financial Leasing Contract and the transaction contemplated thereunder constitutes a discloseable transaction of the Company, and is subject to the reporting and announcement requirements, but are exempted from the shareholders' approval requirements under Chapter 14 of the Listing Rules.

INFORMATION ON THE PARTIES

1. The Company: established in December 1994 and 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. Cornerstone Financial Leasing Company: established on 20 July 2013, with a registered capital of US$180.9341 million; and is principally engaged in financial leasing, leasing, purchasing leased assets domestically and overseas, the salvage value processing and maintenance of leased assets, consultation and guarantee of leasing transactions.

3. Duolun Coal Chemical Company, a subsidiary of the Company, was duly established on 19 August 2009 with a paid-in capital of RMB4,050 million. Duolun Coal Chemical Company is principally responsible for the construction and operation of the coal-based olefin project with an annual output of 460,000 tonnes. The equity structure of Duolun Coal Chemical Company is as follows: Datang Energy and Chemical Company Limited, a wholly-owned subsidiary of the Company, holds 60% equity interests, and CDC holds 40% equity interests.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Board"		the board of Directors
"connected persons"		has the meaning ascribed to it under the Listing Rules
"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 34.77% 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
"Cornerstone Financial Leasing Company"		Cornerstone International Financial Leasing Company Limited, the details of which are set out in the section headed "Information on the Parties"
"Directors"		the director(s) of the Company
"Duolun Coal Chemical Company"		Datang Inner Mongolia Duolun Coal Chemical Company Limited, a subsidiary of the Company, the details of which are set out in the section headed "Information on the Parties"
"Financial Leasing Contract"		the sale and leaseback contract entered into between Duolun Coal Chemical Company and Cornerstone Financial Leasing Company dated 5 August 2015
"Listing Rules"		the Rules Governing the Listing of Securities on The Stock Exchange
"Past Transactions"		the financial leasing contracts of Duolun Coal Chemical Company entered into with Cornerstone Financial Leasing Company on 3 June 2015, 23 July 2015 and 30 July 2015 respectively, the principal of which amounted to RMB2 billion, RMB2 billion and RMB1 billion respectively. Please refer to the relevant announcements of the Company dated 3 June 2015, 24 July 2015 and 30 July 2015 for details of the transactions
"PRC"		the People's Republic of China
"Receipt of Leased Assets"		the receipt of leased assets entered into between Duolun Coal Chemical Company and Cornerstone Financial Leasing Company on 5 August 2015
"RMB"		Renminbi, the lawful currency of the PRC
"Stock Exchange"		The Stock Exchange of Hong Kong Limited
"US$"		US Dollars, the lawful currency of the United States
"%"		percent

By Order of the Board 
Zhou Gang    
Secretary to the Board

Beijing, the PRC, 5 August 2015

As at the date of this announcement, the Directors of the Company are:

Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,
Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu*

* Independent non-executive Directors