Connected Transaction & Discloseable Transa...

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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
                         CONNECTED TRANSACTION
                                   &
                       DISCLOSEABLE TRANSACTION
                  ENTRUSTED LOAN FRAMEWORK AGREEMENT                                            
                                                                              
On 27 August 2014, the thirteenth meeting of the eighth session of the Board  
considered and approved the provision of the Entrusted Loan of not more than  
RMB4 billion to Duolun Coal Chemical Company. On 27 August 2014, the Company, 
Energy and Chemical Company, Datang Finance Company and Duolun Coal Chemical  
Company entered into the Entrusted Loan Framework Agreement in relation to the
provision of the Entrusted Loan of an aggregate amount of RMB4 billion by the 
Company or Energy and Chemical Company to Duolun Coal Chemical Company within 
the term of agreement, in which Datang Finance Company acts as the lending    
agent.                                                                        
                                                                              
On 27 August 2014, the Company entered the Entrusted Loan Contract with Datang
Finance Company and Duolun Coal Chemical Company according to the relevant    
terms as agreed in the Entrusted Loan Framework Agreement. The entrusted loan 
amount involved in the Entrusted Loan Contract was RMB140 million with a term 
of one year.                                                                  
                                                                              
LISTING RULES IMPLICATIONS                                                    
                                                                              
As one or more of the applicable percentage ratios (as defined in Rule 14.07  
of the Listing Rules) of the Entrusted Loan under the Entrusted Loan Framework
Agreement is more than 5% but less than 25%, the Entrusted Loan Framework     
Agreement constitutes a discloseable transaction of the Company and is subject
to the relevant requirements under Chapter 14 of the Listing Rules.           
                                                                              
As at the date of this announcement, CDC together with its subsidiaries holds 
approximately 34.71% of the issued share capital of the Company. Duolun Coal  
Chemical Company is owned as to 60% and 40% by Energy and Chemical Company and
CDC, respectively. Datang Finance Company is a subsidiary of CDC. Both Duolun 
Coal Chemical Company and Datang Finance Company are therefore connected      
persons of the Company and the transaction under the Entrusted Loan Framework 
Agreement constitutes a connected transaction of the Company under Chapter 14A
of the Listing Rules.                                                         
                                                                              
As one or more of the applicable percentage ratios (as defined in Rule 14.07  
of the Listing Rules) of the principal of the Entrusted Loan under the        
Entrusted Loan Framework Agreement is more than 5%, the Entrusted Loan        
Framework Agreement and the Entrusted Loan Arrangement are subject to the     
reporting, announcement and approval by the independent Shareholders of the   
Company under Chapter 14A of the Listing Rules.                               
                                                                              
The Company will disclose the relevant details 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 
Entrusted Loan Arrangement and the Entrusted Loan Framework Agreement, a      
letter from the independent board committee of the Company and a letter from  
the independent financial advisor, both advising the Entrusted Loan           
Arrangement and the terms of the Entrusted Loan Framework Agreement is        
expected to be despatched to the Shareholders on or before 18 September 2014. 

ENTRUSTED LOAN FRAMEWORK AGREEMENT

Date and Subject Matter

On 27 August 2014, the thirteenth meeting of the eighth session of the Board
considered and approved the provision of the Entrusted Loan of not more than
RMB4 billion to Duolun Coal Chemical Company. On 27 August 2014, the Company
and Energy and Chemical Company entered into the Entrusted Loan Framework
Agreement with Datang Finance Company and Duolun Coal Chemical Company in
relation to the provision of the Entrusted Loan of an aggregate amount of RMB4
billion by the Company or Energy and Chemical Company to Duolun Coal Chemical
Company within the term of agreement, in which Datang Finance Company acts as
the lending agent.

Parties

1. The Company or Energy and Chemical Company, as the lender;

2. Datang Finance Company, as the lending agent; and

3. Duolun Coal Chemical Company, as the borrower.

MAJOR TERMS OF THE ENTRUSTED LOAN FRAMEWORK AGREEMENT

1. Entrusted Loan Framework Arrangement

   Pursuant to the Entrusted Loan Framework Agreement, Datang Finance Company is
   entrusted by the Company or Energy and Chemical Company to act as a lending
   agent to, inter alia, release the Entrusted Loan by various tranches to Duolun
   Coal Chemical Company.

   Each of the parties agrees that it shall enter into separate entrusted loan
   contracts, during the term of the Entrusted Loan Framework Agreement, in
   relation to the provision of the Entrusted Loan in tranches, provided that such
   separate entrusted loan contracts shall be in compliance with the principles,
   terms and conditions under the Entrusted Loan Framework Agreement.

2. Amount of the Entrusted Loan

   During the term of the Entrusted Loan Framework Agreement, the total loan
   amount of Duolun Coal Chemical Company under the Entrusted Loan Framework
   Agreement shall not exceed RMB4 billion.

3. Term

   One year commencing from the effective date of the Entrusted Loan Framework
   Agreement.

4. Interest rate

   The loan interest rate was at a floating interest rate, being the benchmark
   interest rate to be charged for the same level of loans in RMB for the same
   term as announced by the People's Bank of China on the date when each tranche
   of loan is withdrawn plus 10%, and such interest rate is to be adjusted
   annually. The adjustment date is 21st December of each year. The adjusted
   borrowing interest rate will be the benchmark interest rate for the same level
   of loans in RMB for the same term announced by the People's Bank of China on
   the adjustment date plus 10%.

   As at the date of this announcement, the prevailing benchmark interest rate for
   one-year loans in RMB as announced by the People's Bank of China is 6.15% per
   annum.

   Such interest rate is arrived at after arm's length negotiation between the
   Company and Duolun

   Coal Chemical Company in consideration of the overall reduction in capital
   costs to the Group after the accounts of Duolun Coal Chemical Company (being
   the controlled subsidiary of the Company) are consolidated into the accounts of
   the Company.

5. Calculation of interests

   Interests of the Entrusted Loan shall be accrued on quarterly basis. The
   settlement date falls on the twentieth (20th) day of the last month of each
   quarter.

6. Handling fee

   The handling fee of the Entrusted Loan shall be charged on the date of grant of
   each tranche of the Entrusted Loan. The rate of the handling fee shall be
   0.025% of the actual released amount. The handling fee is arrived at after
   considering the standard of handling fee of same scale of the entrusted loans
   charged by commercial banks and a discount is provided on this basis. The
   handling fee will be settled by Duolun Coal Chemical Company to Datang Finance
   Company in one lump sum on the date of grant of each tranche of the loan.

7. Uses of the Entrusted Loan

   The loan will be utilised by Duolun Coal Chemical Company for the replacement
   of due borrowings, repayment of principal and interests, and the replenishment
   of liquidity.

8. Repayment schedule of the Entrusted Loan

   One-off repayment of the principal for the Entrusted Loan upon maturity of each
   of the entrusted loan contract.

9. Effective date

   The Entrusted Loan Framework Agreement shall become effective when it is duly
   signed by the legal representatives or authorised agents of both parties, with
   their respective company seals affixed thereon and upon the approval of the
   internal authority of each of the parties (or the internal approval procedures
   of each of the parties have been implemented, including obtaining the approval
   of the Entrusted Loan Framework Agreement by the independent Shareholders of
   the Company).

ENTRUSTED LOAN CONTRACT

Date and Subject Matter

On 27 August 2014, the Company entered into the Entrusted Loan Contract with
Datang Finance Company and Duolun Coal Chemical Company according to the
relevant terms as agreed in the Entrusted Loan Framework Agreement. The amount
involved in the Entrusted Loan Contract was RMB140 million with a term of one
year.

REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN FRAMEWORK
AGREEMENT

In view of the cooperation history between Datang Finance Company and the
Company and given that the provision of entrusted loan services by Datang
Finance Company is covered within the capital risks control measures under the
Financial Services Agreement entered into between the Company and Datang
Finance Company on 15 October 2013, Datang Finance Company has better
understanding of the operations of the Company which will allow more expedient
and efficient services than those rendered by other PRC commercial banks.
Further, the handling fees charged by Datang Finance Company will not be higher
than those charged by other PRC commercial banks. In view of the above
considerations, the Company appointed Datang Finance Company, rather than other
PRC commercial banks, as the lending agent.

Further, considering the capital risks control measures under the Financial
Services Agreement and the terms under the Entrusted Loan Framework Agreement
are normal commercial terms which confer no additional obligations nor risks on
the Company when comparing with other entrusted loan agreements in the market,
the Company considers that no additional risks will be involved by appointing
Datang Finance Company as the lending agent under the Entrusted Loan Framework
Agreement.

In order to ensure the replacement of due borrowings in schedule as well as to
satisfy the need for liquidity of Duolun Coal Chemical Company, the Company
intends to provide the Entrusted Loan of not exceeding RMB4 billion to Duolun
Coal Chemical Company. The Company is of the view that the Entrusted Loan will
be primarily utilized by Duolun Coal Chemical Company to replace the due
borrowings and replenish its liquidity, and is thus beneficial for the smooth
progress of the production and operation activities of Duolun Coal Chemical
Company.

Considering the possible higher financial costs for Duolun Coal Chemical
Company to obtain the current loan from other commercial banks when comparing
with the financial costs incurred by the Company to obtain the funding of the
Entrusted Loan, the Company considers that the overall capital costs to the
Group will be relatively reduced after the accounts of Duolun Coal Chemical
Company (being the subsidiary of the Company) are consolidated into the
accounts of the Company.

The Directors (excluding the independent non-executive Directors whose views
will be contained in the circular after considering the advice from the
independent financial advisor) are of the view that the terms of the Entrusted
Loan Framework Agreement are fair and reasonable, have been entered into after
arm's length negotiation between all parties thereto and determined on normal
commercial terms and is in the best interests of the Company and its
Shareholders as a whole.

INFORMATION RELATING TO THE PARTIES OF THE AGREEMENT

1. Information relating to the Company

   The Company is principally engaged in the development and operation of power
   plants, the sale of electricity and thermal power, and the repair, testing and
   maintenance of power equipment as well as the provision of power-related
   technical services. The main service areas of the Company are in the PRC.

2. Information relating to Duolun Coal Chemical Company

   Duolun Coal Chemical Company, a subsidiary of the Company, was duly
   incorporated 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:
   Energy and Chemical Company, a wholly-owned subsidiary of the Company, holds
   60% equity interests, and CDC holds 40% equity interests.

3. Information relating to Datang Finance Company

   Datang Finance Company is a non-banking financial institution duly incorporated
   in the PRC on 10 May 2005. Its registered capital is RMB3 billion. Its
   principal business includes, among others, the provision of deposit services,
   loan services, entrusted loan services and entrusted investment services.

4. Information relating to CDC

   CDC was established on 9 March 2003 with registered capital of RMB18.009
   billion. It is principally engaged in the development, investment,
   construction, operation and management of power energy, organisation 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.

5. Information relating to Energy and Chemical Company

   Energy and Chemical Company is principally engaged in the production and sales
   businesses for the products including coal-alkene, coal-natural gas and
   extraction of alumina from pulverized fuel ash.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) of the Entrusted Loan under the Entrusted Loan Framework
Agreement is more than 5% but less than 25%, the Entrusted Loan Framework
Agreement constitutes a discloseable transaction of the Company and is subject
to the relevant requirements under Chapter 14 of the Listing Rules.

As at the date of this announcement, CDC together with its subsidiaries holds
approximately 34.71% of the issued share capital of the Company. Duolun Coal
Chemical Company is owned as to 60% and 40% by Energy and Chemical Company, a
wholly-owned subsidiary of the Company, and CDC, respectively. Datang Finance
Company is a subsidiary of CDC which is a controlling Shareholder. Both Duolun
Coal Chemical Company and Datang Finance Company are therefore connected
persons of the Company and the transaction under the Entrusted Loan Framework
Agreement constitutes a connected transaction of the Company under Chapter 14A
of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) for the principal amount of the Entrusted Loan under the
Entrusted Loan Framework Agreement is more than 5%, the Entrusted Loan
Framework Agreement and the Entrusted Loan Arrangement are subject to the
requirements of reporting, announcement and approval by the independent
Shareholders of the Company under Chapter 14A of the Listing Rules.

The Company will disclose the relevant details 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
Entrusted Loan Arrangement and the Entrusted Loan Framework Agreement, a letter
from the independent board committee of the Company and a letter from the
independent financial advisor, both advising the Entrusted Loan Arrangement and
the terms of the Entrusted Loan Framework Agreement is expected to be
despatched to the Shareholders on or before 18 September 2014.

Any Shareholder and its associates with a material interest in the transaction
will abstain from voting at the extraordinary general meeting to be held by the
Company to (including but not limited to) consider and approve the Entrusted
Loan Framework Agreement. Therefore, CDC and its associates shall abstain from
voting at the extraordinary general meeting to approve the Entrusted Loan
Framework Agreement.

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 Entrusted Loan Framework Agreement. None of the Directors has any material
interest in the Entrusted Loan Framework Agreement.

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 Entrusted Loan Framework Agreement.

DEFINITIONS

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

"A Share(s)"                  the domestic ordinary share(s) of the Company    
                              with a nominal value of RMB1.00 each and are     
                              listed on the Shanghai Stock Exchange            
                                                                               
"Board"                       the board of Directors of the Company            
                                                                               
"CDC"                         China Datang Corporation, a State-owned          
                              enterprise established under the laws of the PRC 
                              and is the controlling Shareholder of the Company
                              pursuant to the Listing Rules which, together    
                              with its subsidiaries, own approximately 34.71%  
                              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 Hong Kong Stock 
                              Exchange and the London Stock Exchange 
                              and whose A Shares are listed on the Shanghai    
                              Stock Exchange                                   
                                                                               
"connected person"            has the meaning ascribed to it under the Listing 
                              Rules                                            
                                                                               
"connected transaction"       has the meaning ascribed to it under the Listing 
                              Rules                                            
                                                                               
"Datang Finance Company"      Datang Corporation Finance Limited Company, a    
                              controlling subsidiary of CDC                    
                                                                               
"Directors"                   the director(s) of the Company                   
                                                                               
"Duolun Coal Chemical         Datang Inner Mongolia Duolun Coal Chemical       
Company"                      Company Limited, a subsidiary of the Company, the
                              details of which are set out in the section      
                              headed "Information Relating to the Parties of   
                              the Agreement"                                   
                                                                               
"Energy and Chemical Company" Datang Energy and Chemical Company Limited, a    
                              wholly-owned subsidiary of the Company           
                                                                               
"Entrusted Loan"              the ordinary entrusted loan of a total principal 
                              amount of not more than RMB4 billion             
                                                                               
"Entrusted Loan Arrangement"  the arrangement where Datang Finance Company is  
                              entrusted by the Company to act as a lending     
                              agent to release the Entrusted Loan to Duolun    
                              Coal Chemical Company pursuant to the Entrusted  
                              Loan Framework Agreement                         
                                                                               
"Entrusted Loam Framework     the entrusted loan framework agreement dated 27  
Agreement"                    August 2014 entered into between the Company,    
                              Energy and Chemical Company, Datang Finance      
                              Company and Duolun Coal Chemical Company in      
                              respect of the Entrusted Loan Arrangement        
                                                                               
"Entrusted Loan Contract"     the entrusted loan contract entered into on 27   
                              August 2014 between the Company, Datang Finance  
                              Company and Duolun Coal Chemical Company         
                                                                               
"Financial Services           the financial services agreement entered into    
Agreement"                    between the Company and Datang Finance Company on
                              15 October 2013, particulars of which please     
                              refer to the Company's circular dated 5 November 
                              2013                                             
                                                                               
"Group"                       the Company and its subsidiaries                 
                                                                               
"H Share(s)"                  the overseas listed foreign shares of the Company
                              with a nominal value of RMB1.00 each, which are  
                              listed on the Hong Kong Stock Exchange and the   
                              London Stock Exchange                            
                                                                               
"Hong Kong"                   the Hong Kong Special Administrative Region of   
                              the PRC                                          
                                                                               
"Listing Rules"               the Rules Governing the Listing of Securities on 
                              the Hong Kong Stock Exchange                     
                                                                               
"PRC"                         the People's Republic of China                   
                                                                               
"RMB"                         Renminbi, the lawful currency of the PRC         
                                                                               
"Shareholder(s)"              the holder(s) of the Share(s) of the Company     
                                                                               
"Shares"                      the 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, 27 August 2014

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

Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, 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