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 CONNECTED TRANSACTION ENTRUSTED LOAN AGREEMENT Since the Board has considered and approved the provision of entrusted loan facility of no more than RMB500 million to Duolun Coal Chemical Company and such loan will be provided in stages according to the construction progress, the Company entered into the Entrusted Loan Agreement with ICBC Xuanwu Branch and Duolun Coal Chemical Company on 16 December 2010 in relation to the provision of the Entrusted Loan of a principal amount of RMB200 million by the Company to Duolun Coal Chemical Company through the Entrusted Loan Arrangement. CONNECTED TRANSACTION As at the date of this announcement, Duolun Coal Chemical Company is owned as to 60% and 40% by the Company's wholly-owned subsidiary - Energy and Chemical Company and CDC, respectively. CDC is the controlling Shareholder of the Company which together with its subsidiaries collectively hold approximately 36.07% of the issued share capital of the Company. Duolun Coal Chemical Company is therefore a connected person of the Company and the Entrusted Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Entrusted Loan Agreement is more than 0.1% but less than 5% and the Entrusted Loan Arrangement is entered into on normal commercial terms, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements but is exempt from the requirement of approval by the Independent Shareholders under Chapter 14A of the Listing Rules. BACKGROUND Since the Board has considered and approved the provision of the entrusted loan facility of no more than RMB500 million to Duolun Coal Chemical Company and such loan will be provided in stages according to the construction progress, the Company entered into the Entrusted Loan Agreement with ICBC Xuanwu Branch and Duolun Coal Chemical Company on 16 December 2010 in relation to the provision of the Entrusted Loan of a principal amount of RMB200 million by the Company to Duolun Coal Chemical Company through the Entrusted Loan Arrangement to ensure the smooth progress of the Duolun Coal Chemical Project. Entrusted Loan Agreement Date 16 December 2010 Parties (1) the Company, as the lender; (2) ICBC Xuanwu Branch, as the lending agent; and (3) Duolun Coal Chemical Company, as the borrower. Major terms of the Entrusted Loan Agreement Entrusted Loan Arrangement Pursuant to the Entrusted Loan Agreement, ICBC Xuanwu Branch is designated by the Company to act as a lending agent to, inter alia, release the Entrusted Loan, which is funded by the Company, to Duolun Coal Chemical Company and to monitor the use and repayment of the Entrusted Loan by Duolun Coal Chemical Company. Principal amount of the Entrusted Loan RMB200 million Term The term for the Entrusted Loan Agreement is 36 months from the date of entering into the Entrusted Loan Agreement. Interest rate At a floating interest rate, being 10% less than the benchmark interest rate (prevailing interest rate is 5.04%) to be charged by the People's Bank of China for the same period, to be adjusted every twelve months commencing from the actual drawdown date. Repayment schedule of the principal of the Entrusted Loan One-off repayment of principal by Duolun Coal Chemical Company upon maturity of the Entrusted Loan Agreement. Payment schedule of the interests of the Entrusted Loan Interests for the Entrusted loan shall be settled by Duolun Coal Chemical Company on a quarterly basis. The settlement date falls on the twentieth (20th) day of the last month of each quarter. Effective Date The Entrusted Loan Agreement shall become effective when it is duly signed by the parties. REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT In order to ensure the smooth progress of the Duolun Coal Chemical Project, the Company intends to provide the entrusted loan facility of no more than RMB500 million to Duolun Coal Chemical Company according to the construction progress of the Duolun Coal Chemical Project and such loan will be provided in stages according to construction progress. The Company is of the view that the provision of the Entrusted Loan to Duolun Coal Chemical Company is beneficial for the support of the smooth construction of the Duolun Coal Chemical Project. The Directors (including the independent non-executive Directors) are of the view that the terms of the Entrusted Loan Agreement are fair and reasonable, have been negotiated on an arm's length basis between all parties thereto and determined on normal commercial terms, and are in the interests of the Company and its Shareholders as a whole. CONNECTED TRANSACTION As at the date of this announcement, Duolun Coal Chemical Company is owned as to 60% and 40% by the Company's wholly-owned subsidiary - Energy and Chemical Company and CDC, respectively. CDC is the controlling Shareholder of the Company which together with its subsidiaries collectively hold approximately 36.07% of the issued share capital of the Company. Duolun Coal Chemical Company is therefore a connected person of the Company and the Entrusted Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Entrusted Loan Agreement is more than 0.1% but less than 5% and the Entrusted Loan Arrangement is entered into on normal commercial terms, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements but is exempt from the requirement of approval by the Independent Shareholders under Chapter 14A of the Listing Rules. Those Directors who have a material interest in the transaction under the Entrusted Loan Agreement (by virtue of being the principal management staff of CDC), i.e., Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang Qinghai, have abstained from voting at the relevant Board meeting for approval of the Entrusted Loan Agreement. 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 and power-related technical services, with its main service areas being in the PRC. INFORMATION RELATING TO DUOLUN COAL CHEMICAL COMPANY Duolun Coal Chemical Company is responsible for constructing and operating the Duolun Coal Chemical Project. The Duolun Coal Chemical Project is located in Duolun County, Xilinguole League of the Inner Mongolia Autonomous Region. The project uses brown coal as raw materials from the East Unit 2 coal mine of Shengli Coal Mine in Inner Mongolia, which is developed and constructed by the Company with a controlling interest. It produces chemical products with advanced technologies, including pulverised coal gasification technology, synthetic gas purification technology, large-scale methanol synthesis technology, methanol-to-propylene technology and propylene polymerisation technology. This project, which is under construction, is expected to produce 460,000 tonnes of polypropylene per year and other by-products. 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 a controlling Shareholder of the Company pursuant to the Listing Rules. As at the date of this announcement, CDC and its subsidiaries collectively own approximately 36.07% of the issued share capital of the Company "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 "Directors" the director(s) of the Company "Duolun Coal Datang Inner Mongolia Duolun Coal Chemical Company Chemical Company" Limited, for the purposes of constructing and operating the Duolun Coal Chemical Project "Duolun Coal the project is located in Duolun County in the Inner Chemical Project" Mongolia Autonomous Region. The project uses the brown coal from the East Unit 2 coal mine of Shengli Coal Mine as raw materials. It produces polypropylene chemical products with the pulverised coal gasification technology, the synthetic gas purification technology, large-scale methanol synthesis technology, the methanol-to-propylene technology and the propylene polymerisation technology. It is the most advanced coal chemical project adopting clean, efficient and high value-added utilisation of coal. This project produces 460,000 tonnes of polypropylene per year and other by-products "Energy and Datang Energy and Chemical Company Limited, a Chemical Company" wholly-owned subsidiary of the Company "Entrusted Loan" the entrusted loan of a principal amount of RMB200 million "Entrusted Loan the arrangement where ICBC Xuanwu Branch is Arrangement" designated by the Company to act as a lending agent to, inter alia, release the Entrusted Loan, which is funded by the Company, to Duolun Coal Chemical Company and to monitor the use and repayment of the Entrusted Loan by Duolun Coal Chemical Company pursuant to the Entrusted Loan Agreement "Entrusted Loan the entrusted loan agreement entered into on 16 Agreement" December 2010 by the Company, ICBC Xuanwu Branch and Duolun Coal Chemical Company in respect of the Entrusted Loan Arrangement "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 Stock Exchange and the London Stock Exchange "Hong Kong" the Hong Kong Special Administrative Region of the PRC "ICBC Xuanwu the Xuanwu Branch of Industrial and Commercial Bank Branch" of China Limited, a bank incorporated in the PRC and is principally engaged in banking, financial and other finance-related services "Listing Rules" the Rules Governing the Listing of Securities on the 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) "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, 16 December 2010 As at the date of this announcement, the Directors of the Company are: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie* and Jiang Guohua*. * Independent non-executive Directors
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