Inside Info & Biz Reorganisation & Resu...

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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)

                             INSIDE INFORMATION
                                       AND
                    FRAMEWORK AGREEMENT IN RELATION TO
                    REORGANISATION OF BUSINESS SEGMENT
                                       AND
                             RESUMPTION OF TRADING

REORGANISATION FRAMEWORK AGREEMENT

This announcement is made by the Company pursuant to the Inside Information 
Provisions (as defined under the Rules Governing the Listing of Securities on 
The Stock Exchange of Hong Kong Limited (the "Listing Rules"), under Part XIVA 
of the Securities and Futures Ordinance (Cap. 571, Law of Hong Kong) and Rule 
13.09(2) (a) of the Listing Rules.

The Board announces that, on 7 July 2014, the Company entered into the Framework 
Agreement for Reorganisation of Coal-to-chemical Segment and Related Projects 
(the "Reorganisation Framework Agreement") with China Reform Holdings 
Corporation Ltd. ("China Reform Corporation") for the proposed reorganisation 
of the Company's coal-to-chemical business segment and related projects (the 
"Reorganisation"). China Reform Corporation will, through the Reorganisation, 
acquire the assets or equity interests of the coal-to-chemical business segment 
and related projects of the Company.

The Reorganisation is subject to further execution of a formal transaction 
agreement. The Company will issue further announcement(s) in relation to the 
Reorganisation as and when appropriate.

Shareholders and potential investors of the Company should exercise caution 
when dealing in the shares of the Company.

RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock 
Exchange had been suspended with effect from 9:00 a.m. on 2 July 2014 pending 
the release of this announcement. Application has been made to the Stock Exchange 
for the resumption of trading with effect from 9:00 a.m. on 8 July 2014.

This announcement is made by the Company pursuant to the Inside Information 
Provisions (as defined under the Listing Rules, under Part XIVA of the Securities 
and Futures Ordinance (Cap. 571, Law of Hong Kong) and Rule 13.09(2) (a) of 
the Listing Rules.

On 7 July 2014, Datang International Power Generation Co., Ltd. ("the Company") 
entered into the Reorganisation Framework Agreement with China Reform 
Corporation for the Reorganisation of the Company's coal-to-chemical segment 
and related projects (the "Target of Reorganisation").

I.  Reorganisation Framework Agreement

    Date: 7 July 2014

    Parties: The Company, China Reform Corporation

II. Major Terms of the Reorganisation Framework Agreement

    1.  Scope of Reorganisation

        The investment projects in coal-to-chemical and related businesses of 
        the Company and its subordinated enterprises, include: Datang Inner 
        Mongolia Duolun Coal Chemical Company Limited, Inner Mongolia Datang 
        International Keshiketeng Qi Coal-based Gas Company Limited, Liaoning 
        Datang International Fuxin Coal-to-gas Company Ltd, Datang Hulunbeier 
        Chemical Fertiliser Co., Ltd., Inner Mongolia Datang International 
        Xilinhaote Mining Co., Ltd. and the respective ancillary facilities and 
        affiliated projects.
 
    2.  Form of Reorganisation

        (1) By cooperating in reorganisation or acquisition of equity interests, 
            China Reform Corporation will acquire assets or equity interests of 
            the coal-to-chemical segment and related projects of the Company.

        (2) The transaction price will be negotiated and determined pursuant to 
            the State laws, regulation and the relevant requirements of the 
            relevant government departments and based on the audit and asset 
            evaluation result.

    3.  Audit and Evaluation

        The benchmark date for audit and evaluation was set at 30 June 2014.

    4.  Transitional Arrangement

        (1) During the period from the date of the Reorganisation Framework 
             Agreement to the date of completion, a management committee will be 
             established by China Reform Corporation and the Company. The Company 
             will be responsible for matters such as production, operation, safety 
             and stability during the transitional period.

        (2) Commencing from the date of the Reorganisation Framework Agreement, 
             the Company will temporarily suspend the personnel changes, 
             employment relationship, significant change of assets, significant 
             capital expenditure and significant business adjustments of the 
             Target of Reorganisation.

    5.  Effective Date: 7 July 2014

III. Information on the Co-operation Party

    China Reform Corporation is a wholly state-owned enterprise established in 
    March 2010 as approved by the State Council, which served as an important 
    platform to facilitate business layout restructuring of state-owned 
    enterprises. The establishment of China Reform Corporation is an important 
    measure taken by the State-owned Assets Supervision and Administration 
    Commission of the State Council ("SASAC") to promote the adjustment and 
    optimisation of business layout of state-owned economic sectors. The company 
    is principally engaged in the operation and management of state-owned assets, 
    operation and management of state-owned equity interests, capital operation 
    and entrusted management.

IV. Effect of Entering into of the Reorganisation Framework Agreement on 
    the Company

    During the past few years, the Company made investment in the development 
    of coal-to- chemical business with a view to explore new growth driver. To 
    conform to the request to adjust the economic structure of the State in recent 
    years, the Company contemplates to adjust its business structure by 
    cooperating with China Reform Corporation to reorganise the Company's 
    coal-to- chemical business segment and related projects.

    The smooth implementation of the Reorganisation will be beneficial to the 
    optimisation of the Company's business structure, facilitate the adjustment 
    of corporate strategy and increase the core competitiveness of the Company. 
    It will also help the Company to focus its capital, management and technology 
    resources on its principal business efficiently, solidifying the competitive 
    edge of the Company's power generation segment. It will also help enhance 
    the Company's profitability as well as operating results in the future, 
    thus generating better returns for the Company and the shareholders.

    The transaction price will be negotiated and determined based on the 
    audit and asset evaluation result to ensure the fairness of the 
    transaction.


V.  The Reorganisation is subject to further execution of a formal transaction 
    agreement. The Company will issue further announcement(s) in relation to 
    the Reorganisation as and when appropriate. The Company will closely 
    monitor the progress of the abovementioned matters and perform its 
    information disclosure obligation in a timely manner.

Shareholders and potential investors of the Company should exercise caution 
when dealing in the shares of the Company.

VI. Resumption of Trading

    At the request of the Company, trading in the shares of the Company on the 
    Stock Exchange of Hong Kong Limited (the "Stock Exchange") had been 
    suspended with effect from 9:00 a.m. on 2 July 2014 pending the release of 
    this announcement. Application has been made to the Stock Exchange for the 
    resumption of trading with effect from 9:00 a.m. on 8 July 2014.


                                                    By Order of the Board 
                                                          Zhou Gang 
                                                    Secretary to the Board 

Beijing, the PRC, 7 July 2014

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

Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang, Li Gengsheng, 
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*, 
Li Hengyuan*, Zhao Jie*, Jiang Guohua* 

* Independent non-executive Directors