Connected Transaction

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of thisannouncement, 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 thisannouncement. 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 Capital Contribution Agreement On 17 October 2011, the Company entered into the Capital Contribution Agreement with Datang Coal Industry Company, a wholly-owned subsidiary of CDC, to set up Da Ta Energy Company for the purposes of construction and operation of Da Ta Coal Logistics Park Zone. The Company and Datang Coal Industry Company agreed to make capital contributions in the sum of approximately RMB65.03 million and approximately RMB120.75 million, respectively, to set up Da Ta Energy Company in the proportions of 35% and 65%, respectively. Connected Transaction As at the date of this announcement, Datang Coal Industry Company is a wholly-owned subsidiary of CDC, and CDC is the controlling Shareholder of the Company. CDC and its subsidiaries together hold approximately 34.71% of the issued share capital of the Company. Accordingly, Datang Coal Industry Company is a connected person of the Company under Chapter 14A of the Listing Rules and the entering into the Capital Contribution Agreement constitutes a connected transaction of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution Agreement is more than 0.1% but less than 5%, the Capital Contribution Agreement 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. CAPITAL CONTRIBUTION AGREEMENT Date 17 October 2011 Parties The Company and Datang Coal Industry Company MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT 1. The Company and Datang Coal Industry Company agreed to make capital contributions to set up Datang Energy Company for the purposes of construction and operation of Da Ta Coal Logistics Park Zone. Based on the feasibility study report of Da Ta Coal Logistics Park Zone, the total project investment amount of Phase 1 of the Da Ta Coal Logistics Park Zone is estimated at approximately RMB619.2592 million (the total project investment amount is subject to the approval document by the PRC relevant authorities), and the project capital will be 30% of the total project investment amount, which amounts to approximately RMB185.78 million. Pursuant to the Capital Contribution Agreement, Datang Coal Industry Company agreed to contribute approximately RMB120.75 million which accounts for 65% of the project capital; the Company agreed to contribute approximately RMB65.03 million, which accounts for 35% of the project capital. The above capital contribution amounts to be made by the parties will be in place at the same period and in the same proportion according to the progress of development and construction of the project. The differences between the total project investment amount and the project capital of Da Ta Energy Company will be funded by Da Ta Energy Company through financing. 2. The initial registered capital of Da Ta Energy Company is RMB20 million. Datang Coal Industry Company agreed to make capital contribution of RMB13 million to the registered capital according to its 65% capital contribution ratio; and the Company agreed to make capital contribution of RMB7 million to the registered capital, according to its 35% capital contribution ratio. Both parties agreed to make the aforesaid capital contribution on an one-off basis before the incorporation of Da Ta Energy Company by way of cash. The Company's contribution to the registered capital of Da Ta Energy Company will be funded by internal resources. 3. Da Ta Energy Company is registered in Dalate Qi in Erdos City, and is principally engaged in the production, trading, washing selection and deep processing of coal and other coal-related operations. Upon incorporation, Da Ta Energy Company will be responsible for the construction and operation of Da Ta Coal Logistics Park Zone. EFFECTIVE DATE OF THE CAPITAL CONTRIBUTION AGREEMENT The Capital Contribution Agreement will become effective upon signing by the relevant authorised representatives of the parties and sealed with their respective company chops. INFORMATION ON PROJECT ASSETS UNDER THE CAPITAL CONTRIBUTION AGREEMENT Upon incorporation, Da Ta Energy Company will be responsible for the construction and operation of Da Ta Coal Logistics Park Zone. Da Ta Coal Logistics Park Zone is located within Dalate Qi in Erdos City, Inner Mongolia, next to Da Ta Train Station and about 5 km from Nalingoumen Station on the Baotou-Shenmu Railway. It faces Baotou-Maoming Expressway and National Highway 210 in the east, 33 km from Dongsheng District in the south, about 50 km from the Company's Baoli open-cut coal mine in the west and 27 km from Shulinzhao County in Dalate Qi. Da Ta Coal Logistics Park Zone has a total throughput of 10 million tonnes of raw coal per annum, with planning and design in two phases. The handling capacity for Phase 1 is 5 million tonnes of raw coal per annum, while that for Phase 2 is 5 million tonnes per annum. Phase 1 of the Da Ta Coal Logistics Park Zone involves a total investment of approximately RMB619.2592 million with a capital ratio of 30% (the capital ratio is determined basing on the relevant requirements of the PRC). The construction period is 12 months. As at the date of this announcement, Da Ta Coal Logistics Park Zone is undergoing the approval procedures by the relevant authorities in the PRC. INFORMATION ON 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 ON DATANG COAL INDUSTRY COMPANY Datang Coal Industry Company is a wholly-owned subsidiary of CDC established on 19 February 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 CDC's coal (mining) projects. REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT Coal production capacity is restricted by the availability of outbound channels because the pace of growth in production of coal resources in Erdos City, Inner Mongolia is faster than the pace of growth in transportation capacity. In 2009, 23.50 million tonnes of raw coal were produced in Dalate Qi. Such output continues to rise with the completion of construction of more new mines in recent years. As the coal mines in Dalate Qi are small in size, outbound transportation by railway is poor and there is a lack of local complementary facilities of coal selection plants, its coal products are not competitive in the market. As such, the construction of a logistics park zone to collect raw coal from local coal mines for storage, washing, loading, blending and outbound transportation by train will have a promising market outlook. Da Ta Coal Logistics Park is positioned as a regional major coal flow hub and base as well as a major coal distribution centre. It is located in the northern exit of the coal outbound transportation area in the west of Erdos region. The surrounding areas of the exit are rich in coal resources, having numerous coal mines and sufficient coal sources. Owing to the coal industry policies of the State and the autonomous region, there is an intent for more medium and small-sized coal mines in these surrounding areas to look for transfer. The equity investment in the construction of Da Ta Logistics Park will not only secure thermal coal supply to the Company, but will also complete the Company's assets chain for the production, transportation and sales of coal in the Erdos region, enabling the Company to play a positive role in the acquisition and integration of coal mines in the neighbouring areas. The Directors (including the independent non-executive Directors) are of the view that the terms of the Capital Contribution 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 are in the interests of the Company and the Shareholders as a whole. CONNECTED TRANSACTION As at the date of this announcement, Datang Coal Industry Company is a wholly-owned subsidiary of CDC, and CDC is the controlling Shareholder of the Company. CDC and its subsidiaries together hold approximately 34.71% of the issued share capital of the Company. Accordingly, Datang Coal Industry Company is a connected person of the Company under Chapter 14A of the Listing Rules and the entering into the Capital Contribution Agreement constitutes a connected transaction of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution Agreement is more than 0.1% but less than 5%, the Capital Contribution Agreement 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. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Board" the board of directors "Baoli open-cut coal Baoli open-cut coal mine of Inner Mongolia Baoli Coal mine" Mining Company, in which the Company holds 70% equity interests "Capital the agreement entered into between the Company and Contribution Datang Coal Industry Company on 17 October 2011 in Agreement" respect of the capital contribution for Da Ta Energy Company, the details of which are set out in this announcement "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 "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 "connected person" has the meaning ascribed to it under the Listing Rules "connected has the meaning ascribed to it under the Listing transaction" Rules "Da Ta Coal Inner Mongolia Erdos Dalate Qi coal logistics park Logistics Park Zone" zone project, details of which are set out in the section headed "INFORMATION ON PROJECT ASSETS UNDER THE CAPITAL CONTRIBUTION AGREEMENT" in this announcement "Da Ta Energy Inner Mongolia Datang Da Ta Energy Company Limited Company" "Datang Coal China Datang Coal Industry Company Limited, a Industry Company" wholly-owned subsidiary of CDC "Director(s)" the director(s) of the Company "Dongsheng District" Dongsheng District in Erdos City, Inner Mongolia Autonomous Region "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 shareholders of the Company "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, 17 October 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* and Jiang Guohua*. *Independent non-executive Directors
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