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 The Board announced that on 6 May 2011, the Board agreed that the Company, CDC, Huayin Electric Company and Guiguan Electric Company shall increase their respective capital contributions in a total amount of RMB1,400 million to Datang Finance Company by way of cash. The capital contributions will be made by way of cash on a lump-sum basis. According to the Company's shareholding in Datang Finance Company, the Company agreed to make a further capital contribution of RMB280 million to Datang Finance Company from its internal resources. Upon completion of the increase in capital contributions, the registered capital of Datang Finance Company will increase from RMB1,600 million to RMB3,000 million, while the Company's shareholding in Datang Finance Company will remain as 20%. CONNECTED TRANSACTION As at the date of this announcement, CDC and its subsidiaries hold a total of approximately 36.09% of the issued share capital of the Company and CDC is a connected person of the Company under Chapter 14A of the Listing Rules. Meanwhile, CDC holds 55.31% of the shares of Datang Finance Company, and Huayin Electric Company and Guiguan Electric Company are subsidiaries of CDC and are therefore connected persons of the Company. The increase in capital contribution in Datang Finance Company constitutes a connected transaction of the Company under the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) is more than 0.1% but less than 5%, the increase in capital contribution in Datang Finance Company is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules and does not require the approval by the independent shareholders of the Company under Chapter 14A of the Listing Rules. DETAILS OF THE INCREASE IN CAPITAL CONTRIBUTIONS The Board considered and agreed on 6 May 2011 that the Company, CDC, Huayin Electric Company and Guiguan Electric Company shall increase their respective capital contributions in a total amount of RMB1,400 million to Datang Finance Company by way of cash. The capital contributions will be made by way of cash on a lump-sum basis. The Company agreed to make a further capital contribution of RMB280 million to Datang Finance Company from its internal resources according to the Company's current 20% shareholding in Datang Finance Company. Upon completion of the increase in capital contributions, the registered capital of Datang Finance Company will increase from RMB1,600 million to RMB3,000 million, while the Company's shareholding in Datang Finance Company will remain as 20% (the execution of the capital contributions by Huayin Electric Company and Guiguan Electric Company is subject to the consideration and approval by their respective internal authorities). The registered capital of Datang Finance Company is determined with reference to the average level of the registered capital of finance companies in the PRC. The above-mentioned capital contributions is subject to the consideration and approval by the CBRC. The shareholding structure of Datang Finance Company, the amounts of increase in capital contributions made by each of the shareholders of Datang Finance Company and their respective shareholding ratios prior to and after the completion of the increase in capital contributions are set out as follows: Capital Capital contribution contribution prior to the Shareholding Amount of the after Shareholding completion of prior to current completion of after Name of the increase completion of increase in the increase in completion of shareholder of in capital the increase capital capital increase in Datang Finance contribution in capital contribution contribution the capital Company (RMB million) contribution (RMB million) (RMB million) contribution CDC 885 55.31% 1,050 1,935 64.50% The Company 320 20.0% 280 600 20.00% Huayin Electric Company 40 2.50% 35 75 2.50% Guiguan Electric Company 40 2.50% 35 75 2.50% Other Existing Shareholders 315 19.69% 0 315 10.50% Total 1,600 100.00% 1,400 3,000 100.00% INFORMATION RELATING TO DATANG FINANCE COMPANY Datang Finance Company is duly established in the PRC as a non-banking financial institution. The registered capital of Datang Finance Company is RMB1,600 million. The principal business of Datang Finance Company includes the provision of, among others, deposit services, loan services, entrusted loan services and entrusted investment services. The net profits before and after taxation and extraordinary items for the year ended 31 December 2009 of Datang Finance Company were RMB233,854,235.90 and RMB176,880,227.22, respectively (the above-mentioned figures were audited). The net profits before and after taxation and extraordinary items for the year ended 31 December 2010 of Datang Finance Company were RMB310,290,933.67 and RMB232,527,385.17, respectively (the above-mentioned figures were audited). INFORMATION RELATING TO THE COMPANY The Company is principally engaged in the development and operation of power plants, sale of electricity and thermal power; repair and testing of power equipment; as well as the provision of power-related technical services. The main service areas of the Company are in the PRC. INFORMATION RELATING TO CDC CDC is a State-owned enterprise. Its scope of operations mainly includes the development, investment, construction, operation and management of power energy; organising production and sales of power (thermal) energy; as well as the development of and consultation in connection with power technology. INFORMATION RELATING TO HUAYIN ELECTRIC COMPANY Huayin Electric Company is principally engaged in constructing and expanding power plants, undertaking the construction of transmission and distribution of electricity projects as well as their related ancillary facilities; the generation and sale of electricity; as well as the production, processing and sale of coal. The main service area of Huayin Electric Company is in the Hunan Province of the PRC. CDC holds 33.34% of the issued shares of Huayin Electric Company. INFORMATION RELATING TO GUIGUAN ELECTRIC COMPANY Guiguan Electic Company is principally engaged in the development, construction and management of hydropower stations, coal-fired plants and the transmission and distribution of electricity projects; provision of economic technical consultation services on electricity finance; as well as the sale of general machinery, electronic products and electronic equipment; as well as cooperating with other entities in the development and management of other projects relating to its principal business. CDC holds 50.51% of the issued shares of Guiguan Electric Company. INFORMATION RELATING TO OTHER EXISTING SHAREHOLDERS The Other Existing Shareholders are the other nine existing shareholders of Datang Finance Company (apart from the Company, CDC, Huayin Electric Company and Guiguan Electric Company) and all of them are subsidiaries of CDC. The principal businesses of the Other Existing Shareholders include electricity business, provision of logistics services and sales of coal. REASONS FOR AND BENEFITS OF THE INCREASE IN CAPITAL CONTRIBUTIONS IN DATANG FINANCE COMPANY Datang Finance Company is principally engaged in the provision of professional financial services including centralised management of funds, settlement, guarantee and entrusted deposit and loan within the system of CDC. A low capital amount will limit the development of Datang Finance Company and its external financing ability, as well as affecting its funds utilisation efficiency and shareholders' returns. The increase in capital contributions in Datang Finance Company and raising its capital amount will enhance its external financing ability, advance its business expansion and increase its overall profitability, thereby benefiting the shareholders of the Company. In view of the above reasons and since Datang Finance Company is currently regarded as an associated company in the accounts of the Company, the Directors (including the independent non-executive Directors) are of the view that the above-mentioned transaction is conducted in the ordinary and usual course of business of the Company. The current transaction is fair and reasonable and is in the interests of the Company and the shareholders as a whole. CONNECTED TRANSACTION As at the date of this announcement, CDC and its subsidiaries hold a total of approximately 36.09% of the issued share capital of the Company and CDC is a connected person of the Company under Chapter 14A of the Listing Rules. Meanwhile, CDC holds 55.31% of the shares of Datang Finance Company, and Huayin Electric Company and Guiguan Electric Company are subsidiaries of CDC and are therefore connected persons of the Company. The increase in capital contribution in Datang Finance Company constitutes a connected transaction of the Company under the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) is more than 0.1% but less than 5%, the increase in capital contribution in Datang Finance Company is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules and does not require the approval by the independent shareholders of the Company under Chapter 14A of the Listing Rules. None of the Directors have any material interest in the transaction. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are the principal management staff of CDC, have abstained from voting at the Board meeting for approval of the relevant transaction in accordance with the requirements of the listing rules of the Shanghai Stock Exchange. 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 "CBRC" China Banking Regulatory Commission "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and a controlling shareholder of the Company pursuant to the Listing Rules which together with its subsidiaries own approximately 36.09% 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 Finance Company" China Datang Finance Co., Ltd. "Director(s) " the director(s) of the Company "Guiguan Electric Guangxi Guiguan Electric Power Co., Ltd. Company" "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 "Huayin Electric Company" Datang Huayin Electric Power., Ltd. "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "London Stock Exchange" The London Stock Exchange Limited "Other Existing the nine existing shareholders of Datang Shareholders" Finance Company (apart from the Company, CDC, Huayin Electric Company and Guiguan Electric Company) prior to and after the completion of the increase in capital contributions in Datang Finance Company, all being subsidiaries of CDC "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "Stock Exchange" The Stock Exchange of Hong Kong Limited "%" per cent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 6 May 2011 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*, Jiang Guohua* *Independent non-executive Directors
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