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
SALE AND PURCHASE AGREEMENT OF CHEMICAL PRODUCTS AND MATERIALS
On 25 April 2014, Energy and Chemical Marketing Company, a wholly-owned subsidiary of the Company,
entered into the Sale and Purchase Agreement of Chemical Products and Materials with certain
subsidiaries of the Company (details of which please refer to the Announcement). Pursuant to the
agreement, upon expiration of the term of the agreement on 31 December 2014 where no change is to
be made by the parties to the terms of the agreement and subject to re-compliance with applicable
reporting, announcement and independent Shareholders' approval requirements (as the case maybe)
under Chapter 14A of the Listing Rules, it shall be extended for one year automatically. On 19
December 2014, the Company convened the sixteenth meeting of the eighth session of the Board where
the "Resolution on Continuing Connected Transactions of the Company's Sales and Purchase of Coal
Chemical Products for 2015" was considered and approved. Since no change to the terms and conditions
of the agreement is to be made by the parties, the parties agreed to extend the term of the Sale and
Purchase Agreement of Chemical Products and Materials for the implementation of continuing connected
transactions for a further term of one year as set out below:
1. Purchase of natural gas and Chemical Products by Energy and Chemical Marketing Company from, and
sale of Chemical Materials by Energy and Chemical Marketing Company to, Keqi Coal-based Gas Company
(1) Energy and Chemical Marketing Company extended the term of the Framework Agreement of Sale of
Natural Gas with Keqi Coal-based Gas Company, pursuant to which, Energy and Chemical Marketing
Company agreed to purchase natural gas from Keqi Coal-based Gas Company with an annual cap for
transaction amount of approximately RMB4.029 billion for a term commencing from 1 January 2015
to 31 December 2015.
(2) Energy and Chemical Marketing Company extended the term of the Sale and Purchase Contract of
Chemical Products (Keqi) with Keqi Coal-based Gas Company; pursuant to which, Energy and Chemical
Marketing Company agreed to purchase Chemical Products from Keqi Coal-based Gas Company with an annual
cap for transaction amount of approximately RMB623 million for a term commencing from 1 January 2015
to 31 December 2015.
(3) Energy and Chemical Marketing Company extended the term of the Procurement Contract of Chemical
Products (Keqi) with Keqi Coal-based Gas Company; pursuant to which, Energy and Chemical Marketing
Company agreed to sell Chemical Materials to Keqi Coal-based Gas Company with an annual cap for
transaction amount of approximately RMB135 million for a term commencing from 1 January 2015 to
31 December 2015.
2. Purchase of Chemical Products by Energy and Chemical Marketing Company from, and sale of Chemical
Materials by Energy and Chemical Marketing Company to, Duolun Coal Chemical Company
Energy and Chemical Marketing Company extended the term of the Sale and Purchase Contract of Chemical
Products (Duolun) with Duolun Coal Chemical Company, pursuant to which, (i) Energy and Chemical
Marketing Company agreed to purchase Chemical Products from Duolun Coal Chemical Company with an annual
cap for transaction amount of approximately RMB4.147 billion for a term commencing from 1 January 2015
to 31 December 2015; (ii) Energy and Chemical Marketing Company agreed to sell Chemical Materials to
Duolun Coal Chemical Company with an annual cap for transaction amount of approximately RMB1.16 billion
for a term commencing from 1 January 2015 to 31 December 2015.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together
with its subsidiaries holds approximately 34.71% of the issued share capital of the Company. Since CDC
holds 10% or more of the equity interests in each of Keqi Coal-based Gas Company and Duolun Coal Chemical
Company, which are subsidiaries of the Company, such subsidiaries are therefore connected persons of the
Company. The transactions under the Sale and Purchase Agreement of Chemical Products and Materials
constitute continuing connected transactions of the Company.
Since (i) one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules)
in respect of the aggregated transaction amount for purchase of natural gas and Chemical Products under the
Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi);
and (ii) one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules)
in respect of the transaction amount for purchase of Chemical Products under the Sale and Purchase Contract
of Chemical Products (Duolun) are all higher than 5%, the transactions contemplated in (i) and (ii) are
subject to the reporting and announcement requirements, as well as the independent Shareholders' approval
requirements under Chapter 14A of the Listing Rules.
Since all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect
of the transaction amount for the sale of Chemical Materials under each of the Procurement Contract of
Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) is higher than
0.1% but lower than 5%, the transactions for the sale of Chemical Materials under above-mentioned contracts
contemplated thereunder are subject to the reporting and announcement requirements, but are exempted from
the independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.
The Company will disclose the relevant details of the above transactions in the next annual report and
accounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of the
Listing Rules. A circular containing details of the purchase of natural gas and Chemical Products under
the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi)
and the Sale and Purchase Contract of Chemical Products (Duolun), a letter from the independent board
committee of the Company and a letter from the independent financial advisor, both advising the terms of
the purchase of natural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas,
the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical
Products (Duolun), will be dispatched to Shareholders on or before 16 January 2015.
BACKGROUND
On 25 April 2014, Energy and Chemical Marketing Company, a wholly-owned subsidiary of the Company, entered
into the Sale and Purchase Agreement of Chemical Products and Materials with certain subsidiaries of the
Company (details of which please refer to the Announcement). Pursuant to the agreement, upon expiration of
the term of the agreement on 31 December 2014 where no change is to be made by the parties to the terms of
the agreement and subject to re-compliance with applicable reporting, announcement and independent
Shareholders' requirements (as the case maybe) under Chapter 14A of the Listing Rules, it shall be
extended for one year automatically. On 19 December 2014, the Company convened the sixteenth meeting of
the eighth session of the Board where the "Resolution on Continuing Connected Transactions of the Company's
Sales and Purchase of Coal Chemical Products for 2015" was considered and approved. Since no change to the
terms and conditions of the agreement is to be made by the parties, the parties agreed to extend the term of
the Sale and Purchase Agreement of Chemical Products and Materials for the implementation of continuing
connected transactions for a further term of one year commencing from 1 January 2015 to 31 December 2015.
PURCHASE OF NATURAL GAS AND CHEMICAL PRODUCTS FROM KEQI COAL-BASED GAS COMPANY BY ENERGY AND CHEMICAL
MARKETING COMPANY
1. Framework Agreement of Sale of Natural Gas
Agreement Date
25 April 2014
Parties to Agreement
Energy and Chemical Marketing Company and Keqi Coal-based Gas Company
Major terms
Subject Matter: Energy and Chemical Marketing Company agreed to purchase natural gas produced by Keqi
Coal-based Gas Company within the term of the agreement.
Extended Term: From 1 January 2015 to 31 December 2015.
The other major terms of the agreement were set out in the Announcement.
Annual Cap
The annual cap of transactions under the Framework Agreement of Sale of Natural Gas for the year ending
31 December 2015 is expected to be approximately RMB4.029 billion which is based on: (i) the volume of natural
gas expected to be produced and sold by Keqi Coal-based Gas Company to Energy and Chemical Marketing
Company for the year ending 31 December 2015; and (ii) the price of natural gas as provided in the agreement.
Based on the anticipated production capacity of natural gas of Keqi Coal-based Gas Company for the year ending
31 December 2015, estimated market demand and the negotiation between both parties, it is expected that the
annual cap for the year ending 31 December 2015 would materially increase as compared with the historical
transaction amount.
Historical Transaction Amounts
From 1 January 2014 to 30 November 2014, the transaction amount of purchase of natural gas by Energy
and Chemical Marketing Company from Keqi Coal-based Gas Company was RMB802 million.
For the year ended 31 December 2013, the transaction amount of purchase of natural gas by Energy and Chemical
Marketing Company from Keqi Coal-based Gas Company was below the de minimis threshold under Chapter 14A
of the Listing Rules.
For the year ended 31 December 2012, no natural gas was purchased by Energy and Chemical Marketing
Company from Keqi Coal-based Gas Company.
2. Sale and Purchase Contract of Chemical Products (Keqi)
Agreement Date
25 April 2014
Parties to Agreement
Energy and Chemical Marketing Company and Keqi Coal-based Gas Company
Major terms
Subject Matter: Energy and Chemical Marketing Company agreed to purchase Chemical Products produced
by Keqi Coal-based Gas Company within the term of the agreement.
Extended Term: From 1 January 2015 to 31 December 2015.
The other major terms of the agreement were set out in the Announcement.
Annual Cap
The annual cap of transactions under the Sale and Purchase Contract of Chemical Products (Keqi) for the
year ending 31 December 2015 is expected to be approximately RMB623 million which is based on: (i) the
volume of Chemical Products expected to be produced and sold by Keqi Coal-based Gas Company to Energy
and Chemical Marketing Company for the year ending 31 December 2015; and (ii) the expected price of
Chemical Products.
Based on the anticipated production capacity of Chemical Products of Keqi Coal-based Gas Company for the
year ending 31 December 2015, estimated market demand and the negotiation between both parties, it is
expected that the annual cap for the year ending 31 December 2015 would materially increase as compared
with the historical transaction amount.
Historical Transaction Amounts
From 1 January 2014 to 30 November 2014, the transaction amount for the purchase of Chemical Products by
Energy and Chemical Marketing Company from Keqi Coal-based Gas Company was RMB150 million.
For the year ended 31 December 2013, the transaction amount for the purchase of Chemical Products by Energy
and Chemical Marketing Company from Keqi Coal-based Gas Company was below the de minimis threshold under
Chapter 14A of the Listing Rules.
No transaction in respect of purchase of Chemical Products has been made between Energy and Chemical
Marketing Company and Keqi Coal-based Gas Company for the year ended 31 December 2012.
SALE OF CHEMICAL MATERIALS BY ENERGY AND CHEMICAL MARKETING COMPANY TO KEQI COAL-BASED GAS COMPANY
Procurement Contract of Chemical Products (Keqi)
Agreement Date
25 April 2014
Parties to Agreement
Energy and Chemical Marketing Company and Keqi Coal-based Gas Company
Major terms
Subject Matter: Energy and Chemical Marketing Company agreed to sell Chemical Materials to Keqi
Coal-based Gas Company during the term of the contract
During the term of the contract, based on their actual needs, Keqi Coal-based Gas Company will from
time to time send letters to Energy and Chemical Marketing Company to set out the specific requirements
of Chemical Materials. Pursuant to the requirements, Energy and Chemical Marketing Company will sign the
contracts with the supplier company after price inquiry ("Specific Procurement Contracts").
Extended Term: From 1 January 2015 to 31 December 2015.
The other major terms of the agreement were set out in the Announcement.
Annual Cap
It is expected that the maximum transaction amount in respect of the Procurement Contract of Chemical
Products (Keqi) for the year ending 31 December 2015 is RMB135 million; such amount is determined with
reference to (i) the anticipated volume of the delegate procurement of Chemical Materials by Energy
and Chemical Marketing Company for Keqi Coal-based Gas Company for the year ending 31 December 2015;
and (ii) the estimated price of Chemical Materials.
Based on the anticipated demand of Chemical Materials by Keqi Coal-based Gas Company for the year
ending 31 December 2015 and the negotiation between both parties, it is expected that the annual
cap for the year ending 31 December 2015 would materially increase as compared with the historical
transaction amount.
Historical Transaction Amounts
From 1 January 2014 to 30 November 2014, the transaction amount for the sale of Chemical Materials
by Energy and Chemical Marketing Company to Keqi Coal-based Gas Company was below the de minimis
threshold under Chapter 14A of the Listing Rules.
No transaction in respect of sale of Chemical Material has been made between Energy and Chemical
Marketing Company and Keqi Coal-based Gas Company for the year ended 31 December 2013 and the year
ended 31 December 2012.
PURCHASE OF CHEMICAL PRODUCTS BY ENERGY AND CHEMICAL MARKETING COMPANY FROM, AND SALE OF CHEMICAL
MATERIALS BY ENERGY AND CHEMICAL MARKETING COMPANY TO, DUOLUN COAL CHEMICAL COMPANY
Sale and Purchase Contract of Chemical Products (Duolun)
Agreement Date
25 April 2014
Parties to Agreement
Energy and Chemical Marketing Company and Duolun Coal Chemical Company
Major terms
Subject Matter:
(i) Energy and Chemical Marketing Company agreed to purchase Chemical Products from Duolun
Coal Chemical Company during the term of contract.
(ii) Energy and Chemical Marketing Company agreed to sell Chemical Materials to Duolun Coal Chemical
Company during the term of contract.
During the term of the contract, based on their actual needs, Duolun Coal Chemical Company will from
time to time send letters to Energy and Chemical Marketing Company to set out the specific requirements
of Chemical Materials. Pursuant to the requirements, Energy and Chemical Marketing Company will sign the
contracts with the supplier company after price inquiry.
Extended Term: From 1 January 2015 to 31 December 2015.
The other major terms of the agreement were set out in the Announcement.
Annual Cap
It is expected that the maximum transaction amount in respect of purchase of Chemical Products
and sale of Chemical Materials, both under the Sale and Purchase Contract of Chemical Products
(Duolun), for the year ending 31 December 2015 is approximately RMB4.147 billion and RMB1.16 billion
respectively; such amount is determined with reference to (i) the anticipated volume of Chemical
Products to be produced and purchased by Energy and Chemical Marketing Company from Duolun Coal
Chemical Company; (ii) the anticipated volume of the delegate procurement of Chemical Materials by
Energy and Chemical Marketing Company for, and the anticipated volume of production of, Duolun Coal
Chemical Company for the year ending 31 December 2015; and (iii) the estimated price of Chemical
Products and Chemical Materials.
Based on the production capacity of Chemical Products of Duolun Coal Chemical Company for the year
ending 31 December 2015, the demand for Chemical Materials and the negotiation between both parties,
it is expected that the annual cap for the year ending 31 December 2015 would materially increase
as compared with the historical transaction amount.
Historical Transaction Amounts
From 1 January 2014 to 30 November 2014, the transaction amount for the purchase of Chemical Products
by Energy and Chemical Marketing Company from Duolun Coal Chemical Company and was RMB1.28 billion;
no sale of Chemical Materials were made by Energy and Chemical Marketing Company to Duolun Coal
Chemical Company.
No purchase of Chemical Products and no sale of Chemical Materials were made by Energy and Chemical
Marketing Company with Duolun Coal Chemical Company for the year ended 31 December 2013 and the year
ended 31 December 2012.
PROCEDURES FOR DETERMINATION OF PRICING POLICY
The transaction prices of relevant products under the Sale and Purchase Agreement of Chemical
Products and Materials would continue to be determined by the procedures for determination of
pricing policy in 2014. For details, please refer to the Announcement.
REASONS FOR AND BENEFITS OF EXTENDING THE TERM OF THE SALE AND PURCHASE AGREEMENT OF CHEMICAL
PRODUCTS AND MATERIALS
The extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials
was mainly in consideration that the sale of Chemical Materials to and the purchase of natural
gas and Chemical Products by Energy and Chemical Marketing Company to and from Keqi Coal-based
Gas Company and Duolun Coal Chemical Company could secure stable material supply and product
sales channels for the chemical enterprises under the Company as well as better guarantee the
sustainability of ordinary safe production and operation.
The Directors (including the views of the independent non-executive Directors) are still of the
view that the terms in respect of the sale of Chemical Materials under the Procurement Contract
of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) are
fair and reasonable, have been entered into after arm's length negotiation between all parties
thereto and determined on normal commercial terms, and are in the best interests of the Company
and its Shareholders as a whole.
The Directors (excluding the views of the independent non-executive Directors, whose views will
be contained in the circular to be despatched to the Shareholders after considering the views of
independent financial adviser) are still of the view that the terms in respect of the purchase of
natural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas, the Sale
and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemica
Products (Duolun), are fair and reasonable, have been entered into after arm's length negotiation
between all parties thereto and determined on normal commercial terms, and are in the best interests
of the Company and its Shareholders as a whole.
None of the Directors has material interest in the transactions under Sale and Purchase Agreement of
Chemical Products and Materials. In accordance with the requirements of the Listing Rules of the Shanghai
Stock Exchange, those connected Directors, including Chen Jinhang, Hu Shengmu and Liang Yongpan, have
abstained from voting at the Board meeting for approval of the above-mentioned transactions; Connected
Director Mr. Yang Wenchun has abstained from voting at the Board meeting for entering into the Sale and
Purchase Contract of Chemical Products (Keqi), Procurement Contract of Chemical Products (Keqi) and the
Framework Agreement of Sale of Natural Gas and the transactions contemplated thereunder.
INFORMATION ON THE PARTIES TO THE AGREEMENTS
1. The Company is principally engaged in the construction and operation of power plants, the sale of
electricity and thermal power, the repair, maintenance and tuning of power equipment and power
related technical services. The Company's main service areas are n the PRC.
2. CDC was established on 9 March 2003 with a registered capital of RMB18.109 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.
3. Energy and Chemical Marketing Company is a wholly-owned subsidiary of Datang Energy and Chemical
Company Limited which is also a wholly-owned subsidiary of the Company. It was duly established in
May 2009 with a registered capital of RMB50 million. Energy and Chemical Marketing Company is
mainly engaged in the import and export of organic and inorganic chemical products and products
and technologies under dealership and developed in-house.
4. Duolun Coal Chemical Company was duly incorporated on 19 August 2009 with a registered 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
shareholding structure of Duolun Coal Chemical Company is as follow: Datang Energy and Chemical
Company Limited, a wholly-owned subsidiary of the Company, holds 60% of its equity interests, and
CDC holds 40% of its equity interests.
5. Keqi Coal-based Gas Company was duly incorporated on 10 December 2010 with a registered capital of
RMB5,090.974 million. It is mainly responsible for the production and sale of coal-based gas, tar,
naphtha, crude phenol, sulphur and thiamine, technical consultation of coal-based chemicals and
equipment inspection. The shareholding structure of Keqi Coal-based Gas Company is as follow:
Datang Energy and Chemical Company Limited, a wholly-owned subsidiary of the Company, Beijing Gas
Group Co., Ltd., CDC and Tianjin Jinneng Investment Company, holds 51%, 34%, 10% and 5% of its
equity interests, respectively.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with
its subsidiaries holds approximately 34.71% of the issued share capital of the Company. Since CDC holds 10%
or more of the equity interests in each of Keqi Coal-based Gas Company and Duolun Coal Chemical Company,
which are subsidiaries of the Company, such subsidiaries are therefore connected persons of the Company.
The transactions under the Sale and Purchase Agreement of Chemical Products and Materials constitute
continuing connected transactions of the Company.
Since (i) one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules)
in respect of the aggregated transaction amount for purchase of natural gas and Chemical Products under the
Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi);
and (ii) one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules)
in respect of the transaction amount for purchase of Chemical Products under the Sale and Purchase Contract
of Chemical Products (Duolun) are all higher than 5%, the transactions contemplated in (i) and (ii) are
subject to the reporting and announcement requirements, as well as the independent Shareholders' approval
requirements under Chapter 14A of the Listing Rules.
Since all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of
the transaction amount for the sale of Chemical Materials under each of the Procurement Contract of Chemical
Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) are higher than 0.1% but
lower than 5%, the contracts above-mentioned and the transactions contemplated thereunder are subject to the
reporting and announcement requirements, but are exempted from the independent Shareholders' approval
requirements under Chapter 14A of the Listing Rules.
The Company will disclose the relevant details of the above transactions in the next annual report and accounts
of the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules.
A circular containing details of the purchase of natural gas and Chemical Products under the Framework
Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale
and Purchase Contract of Chemical Products (Duolun), a letter from the independent board committee of the
Company and a letter from the independent financial advisor, both advising the terms of the purchase of
natural gas or Chemical Products under the Framework Agreement of Sale of Natural Gas, the Sale and Purchase
Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun), will
be dispatched to Shareholders on or before 16 January 2015.
Any Shareholder with a material interest in the transactions and its associates will abstain from voting at
the General Meeting to be held by the Company, to, among others, consider and approve the purchase of natural
gas and Chemical Products under the Framework Agreement of Sale of Natural Gas, the Sale and Purchase
Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun).
As at the date of this announcement, CDC together with its subsidiaries holds approximately 34.71% of the
issued share capital of the Company. Since CDC holds certain equity interests in Keqi Coal-based Gas Company
and Duolun Coal Chemical Company. Therefore, CDC and its associates shall abstain from voting at the General
Meeting to approve the purchase of natural gas and Chemical Products under the Framework Agreement of Sale of
Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of
Chemical Products (Duolun) in accordance with the requirements of the Listing Rule.
As at the date of this announcement, Tianjin Jinneng Investment Company holds 9.74% of the issued share capital
of the Company and 5% equity interest in Keqi Coal-based Gas Company. Therefore, Tianjin Jinneng Investment
Company, as a connected Shareholder that has interest in the relevant transactions, shall abstain from voting
at the General Meeting to approve the purchase of natural gas and Chemical Products under the Framework
Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi) in accordance
with the requirements of the Listing Rules.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR
An independent board committee comprising the independent non-executive Directors will be formed to advise the
independent shareholders on the terms of the purchase of natural gas and Chemical Products under the Framework
Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and
Purchase Contract of Chemical Products (Duolun).
The Company will appoint an independent financial advisor to advise the independent board committee of the
Company and the independent shareholders on the terms of the purchase of natural gas and Chemical Products
under the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products
(Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun).
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following
meanings:
"A Shares" the domestic ordinary shares of the Company with a nominal value of RMB1.00 each,
which are listed on the Shanghai Stock Exchange
"Announcement" the continuing connected transaction announcement of the Company dated 25 April 2014
"associate(s)" 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 the controlling Shareholder of the Company; as at the date of this
announcement, CDC, together with its subsidiaries, own approximately 34.71% of the
issued share capital of the Company
"Chemical chemical materials to be purchased by Keqi Coal-based Gas Company and
Materials" Duolun Coal Chemical Company for production activities from Energy and Chemical
Marketing Company under the Procurement Contract of Chemical Products (Keqi) and the
Sale and Purchase Contract of Chemical Products (Duolun), including liquid ammonia,
diisopropyl ether, sodium hydroxide, ethanol- propylene and etc.
"Chemical chemical products to be manufactured and sold to Energy and Chemical Marketing
Products" Company by Keqi Coal-based Gas Company and Duolun Coal Chemical Company under the Sale
and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of
Chemical Products (Duolun), including coal tar, mixed benzene, polypropylene, propylene,
ethanol, LPG, BTX aromatics and etc.
"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
Hong Kong Stock Exchange and the London Stock Exchange and whose A Shares are listed
on the Shanghai Stock Exchange
"connected has the meaning ascribed to it under the Listing Rules
person(s)"
"connected has the meaning ascribed to it under the Listing Rules
transaction(s)"
"Directors" the director(s) of the Company
"Duolun Coal Datang Inner Mongolia Duolun Coal Chemical Company Limited, a subsidiary of the Company,
Chemical Company" details of which are set out in the section headed "Information on the Parties to
the Agreements"
"Energy and Datang Energy and Chemical Marketing Company Limited, a wholly-owned subsidiary
Chemical of the Company, details of which are set out in the section headed "Information on
Marketing Company" the Parties to the Agreements"
"Framework the framework agreement of sale of natural gas entered into between Energy
Agreement of and Chemical Marketing Company and Keqi Coal-based Gas Company on 25 April 2014
Sale of
Natural Gas"
"General Meeting" the general meeting of the Company to be held for the consideration and approval of,
amongst others, the Framework Agreement of Sale of Natural Gas, the Sale and Purchase
Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical
Products (Duolun)
"H Share(s)" the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each,
which are listed on the Stock Exchange of Hong Kong and the London Stock Exchange
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Keqi Coal-based Inner Mongolia Datang International Keshiketeng Coal-based Gas Company Limited,
Gas Company" a subsidiary of the Company, details of which are set out in the section headed
"Information on the Parties to the Agreements"
"Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange
"PRC" the People's Republic of China
"Procurement the Procurement Contract of Chemical Products entered into between Energy and
Contract of Chemical Marketing Company and Keqi Coal-based Gas Company on 25 April 2014
Chemical
Products (Keqi)"
"RMB" Renminbi, the lawful currency of the PRC
"Sale and the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract
Purchase of Chemical Products (Keqi), the Procurement Contract of Chemical Products (Keqi)
Agreement of and the Sale and Purchase Contract of Chemical Products (Duolun)
Chemical
Products and
Materials"
"Sale and the Sale and Purchase Contract of Chemical Products entered into between Energy
Purchase and Chemical Marketing Company and Duolun Coal Chemical Company on 25 April 2014
Contract of
Chemical Products
(Duolun)"
"Sale and the Sale and Purchase Contract of Chemical Products entered into between Energy and
Purchase Contract Chemical Marketing Company and Keqi Coal-based Gas Company on 25 April 2014
of Chemical
Products (Keqi)"
"Shareholder(s)" the holder(s) of Share(s) of the Company
"Shares" the issued ordinary shares of the Company with a nominal value of RMB1.00 each,
comprising domestic Shares and H Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" percent
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 23 December 2014
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