Capital Contribution and 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: 991) ANNOUNCEMENT CAPITAL CONTRIBUTION AND CONNECTED TRANSACTION Capital Contribution Agreement The Board is pleased to announce that on 21 May 2010, the Company entered into the Capital Contribution Agreement with Datang Coal Mining Company. Pursuant to the Capital Contribution Agreement, Datang Coal Mining Company will make contribution amounting to approximately RMB329.0892 million to the capital of Ximeng Mining Company by way of cash and will jointly develop and construct Shengli Coal Mine East Unit 2 with the Company. Upon completion of the increase in capital contribution, the shareholding structure of Ximeng Mining Company will be as follows: the Company will hold 60% of its equity interest and Datang Coal Mining Company will hold 40% of its equity interest. Ximeng Company will still remain to be the subsidiary of the Company with controlling interest. Connected Transaction As at the date of this announcement, Datang Coal Mining Company is a wholly-owned subsidiary of CDC. CDC and its subsidiaries hold a total of approximately 35.08% of the issued share capital of the Company. Accordingly, Datang Coal Mining Company is a connected person of the Company under the Listing Rules and the entering into of the Capital Contribution Agreement constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the Capital Contribution Agreement is more than 0.1% but less than 2.5%, the transaction contemplated under the Capital Contribution Agreement is only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and does not require the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. BACKGROUND As at the date of this announcement, Ximeng Mining Company is a wholly- owned subsidiary of the Company and is responsible for the development, construction and operation of Shengli Coal Mine East Unit 2 projects. As at the date of this announcement, Phase I project has been completed and commenced production (with production capacity of 10 million tonnes per year). In order to further obtain capital support and enhance the utilisation of the Company's capital, the Company entered into the Capital Contribution Agreement with Datang Coal Mining Company on 21 May 2010. Pursuant to the Capital Contribution Agreement, Datang Coal Mining Company will make contribution amounting to approximately RMB329.0892 million to the capital of Ximeng Mining Company by way of cash and will jointly develop and construct Shengli Coal Mine East Unit 2 with the Company. Upon completion of the increase in capital contribution, the shareholding structure of Ximeng Mining Company will be as follows: the Company will hold 60% of its equity interest and Datang Coal Mining Company will hold 40% of its equity interest. Ximeng Company will still remain to be the subsidiary of the Company with controlling interest. CAPITAL CONTRIBUTION AGREEMENT Date 21 May 2010 Parties (i) The Company; and (ii) Datang Coal Mining Company. MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT (1) Based on the valuation result (issued by an independent third-party valuer) on the valuation date being 31 July 2009, Datang Coal Mining Company proposed to make contribution to the capital of Ximeng Mining Company, amounting to approximately RMB329.0892 million, by way of cash. The actual contribution amount will be determined after taking into account the variation amount in the equity interest of Ximeng Mining Company between the valuation date and the date of implementing the capital contribution and shareholding expansion (which will be determined by an independent third-party project auditor to be appointed by the parties concerned). Upon completion of the increase in capital contribution, the shareholding structure of Ximeng Mining will be as follows: the Company will hold 60% of its equity interest and Datang Coal Mining Company will hold 40% of its equity interest. (2) The Capital Contribution Agreement will be effective upon its due execution by the respective parties. (3) Datang Mining Company shall deposit the capital contribution amount to the special account of Ximeng Mining Company within 40 days upon the Capital Contribution Agreement becoming effective. INFORMATION OF XIMENG MINING COMPANY Ximeng Mining Company is a wholly-owned subsidiary of the Company as at the date of this announcement and was set up in Xilinhaote City, Inner Mongolia on 23 August 2007 with registered capital amounting to RMB375,970,000. It is responsible for the development, construction and operation of the projects of Shengli Coal Mine East Unit 2. Shengli Coal Mine East Unit 2 mainly produces brown coal of 3,000-3,500Kal/kg and mainly fulfills the needs of the Company's coal-to-chemical projects, coal-to-gas projects and coal applicable to power plants. As at the date of this announcement, the Phase I project (with capacity of 10 million tonnes per year) has basically been completed and commenced production; while the application report of the Phase II project (with capacity of 10 million tonnes per year) has been submitted to the NDRC for approval. As at 31 July 2009, upon valuation by the independent valuer, Ximeng Mining Company's total assets (with mining rights) amounted to approximately RMB2,562,638,100, total liabilities amounted to approximately RMB2,098,716,800 and net assets amounted to approximately RMB493,633,800. Pursuant to the current relevant requirements on application for mining permits, the Company has obtained the mining permits for projects of Shengli Coal Mine East Unit 2 issued by the State Committee for Land Resources. The Company undertakes that it will change the authorised person of mining to Ximeng Mining Company when conditions mature. Before the change, the authorisation of mining will be used by Ximeng Mining Company. Upon completion of the increase in capital contribution, Ximeng Company will still remain to be the subsidiary of the Company with controlling interest. INFORMATION OF THE COMPANY 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 being in the PRC. INFORMATION OF DATANG MINING COMPANY Datang Mining Company is a wholly State-owned company established in Beijing in March 2009 with registered capital of RMB1 billion. It is principally engaged in scientific research, development, exploration, sales, storage and processing relating to the coal production business; and is responsible for the corporatised and professional management of coal (mining) projects of CDC. REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT The increase in capital contribution to Ximeng Mining Company by Datang Mining Company will enable Ximeng Mining Company to obtain further capital support, thereby continuously moving forward the operation and development of Shengli Coal Mine East Unit 2 project. Meanwhile, the capital utilisation rate of the Company will be enhanced. The Capital Contribution Agreement is entered into under normal business terms. The Directors and independent Directors are of the view that the relevant terms of the Capital Contribution Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. CONNECTED TRANSACTION As at the date of this announcement, Datang Coal Mining Company is a wholly-owned subsidiary of CDC. CDC and its subsidiaries hold a total of approximately 35.08% of the issued share capital of the Company. Accordingly, Datang Coal Mining Company is a connected person of the Company and the entering into of the Capital Contribution Agreement constitutes a connected transaction for the Company. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the Capital Contribution Agreement is more than 0.1% but less than 2.5%, the transaction contemplated under the Capital Contribution Agreement is only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and does not require the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Board" the board of directors "Capital Contribution the agreement entered into between the Company Agreement" and Datang Mining Company on 21 May 2010 in respect of the capital contribution to Ximeng Mining Company as mentioned in detail in this announcement "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is a controlling shareholder of the Company pursuant to the Listing Rules. CDC and its subsidiaries own approximately 35.08% 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 "Datang Mining Datang Mining Company Limited, a wholly-owned Company" subsidiary of CDC "Director(s)" the director(s) of the Company "Inner Mongolia" Inner Mongolia Autonomous Region of the PRC "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "NDRC" National Development and Reform Commission of the PRC "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "Shareholders" the shareholders of the Company "Shengli Coal Mine The Shengli Coal Mine East Unit 2 is located East Unit 2" east of Shengli Coal Mine, Xilinguoleimeng, Inner Mongolia and north of the suburb of Xilinhaote City, 10 miles away from the city centre. It is the coal centre of Shengli Coal Mine with coal products being brown coal as the main coal "Stock Exchange" The Stock Exchange of Hong Kong Limited "Ximeng Mining Datang International Hilinhaote Mining Company Company" Limited, a wholly-owned subsidiary of the Company "%" per cent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 21 May 2010 As at the date of this announcement, the Directors of the Company are: Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu Changchun*, Xia Qing* and Li Hengyuan*. *Independent non-executive Directors
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