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: 00991) ANNOUNCEMENT CONNECTED TRANSACTION PROPERTY TRANSACTION AGREEMENT On 27 October 2014, Ganzi Hydropower, a subsidiary of the Company, entered into the Property Transaction Agreement with Kangding Guoneng, a wholly-owned subsidiary of CDC. According to the agreement, Ganzi Hydropower agreed to acquire from Kangding Guoneng the 100% equity interest in Kangding Hydropower held by Kangding Guoneng at the consideration of RMB53.5666 million. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controlling shareholder of the Company, which together with its subsidiaries hold 34.71% of the issued share capital of the Company. Kangding Guoneng is a wholly-owned subsidiary of CDC and is therefore a connected person of the Company under the Listing Rules. The Property Transaction Agreement and the transaction contemplated thereunder constitute 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) in respect of the transaction under the Property Transaction Agreement is higher than 0.1% but lower than 5% and all other applicable percentage ratios are less than 0.1%, such transaction 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. PROPERTY TRANSACTION AGREEMENT Date 27 October 2014 Parties to the Agreement Transferor: Kangding Guoneng Transferee: Ganzi Hydropower Main contents of the Agreement 1. Subject of transfer: 100% equity interest in Kangding Hydropower 2. Consideration: According to the asset valuation report (Zhong He Ping Bao Zi (2014) No. BJV3028D001) issued by Zhong He Appraisal Company Limited, an independent valuer, by adopting the asset-based approach as at 31 December 2013, the valuation benchmark date, the appraised value of Kangding Hydropower after valuation was RMB53.5666 million and the transaction price for the 100% equity interest in Kangding Hydropower under the Property Transaction Agreement was RMB53.5666 million . 3. Principle for determination of consideration: Ganzi Hydropower agreed to acquire 100% equity interest in Kangding Hydropower from Kangding Guoneng at the consideration of RMB53.5666 million. The said consideration is the same as the price of the equity interest as quoted in The Shanghai Assets and Equity Exchange. The quoted price for such equity interest was determined according to the valuation of the net assets value of the equity interest, with 31 December 2013 as the valuation benchmark date, conducted by an independent valuer. 4. Terms of payment: Ganzi Hydropower shall settle the balance of consideration (after deducting the Deposit, i.e., RMB38.566 million) in one lump sum payment by transferring the said to a clearing account designated by The Shanghai Assets and Equity Exchange within 5 working days after the execution of the Property Transaction Agreement. Prior to the execution of the Property Transaction Agreement, Ganzi Hydropower had paid the Deposit of RMB15 million to The Shanghai Asset and Equity Exchange. After the Property Transaction Agreement becoming effective, the Deposit will serve as part of the consideration to fulfill the payment obligations of Ganzi Hydropower under the Property Transaction Agreement. 5. Other arrangements for the transaction: i. The existing labour contracts of the employees of Kangding Hydropower would still be carried out by Kangding Hydropower after completion of the transaction under the Property Transaction Agreement; ii. All existing claims and liabilities of Kangding Hydropower will still be borne by Kangding Hydropower after completion of the transaction under the Property Transaction Agreement; iii. All profits and losses related to Kangding Hydropower from 31 December 2013 to the date of completion of the transaction will be borne by Ganzi Hydropower. Condition The Property Transaction Agreement is subject to the satisfaction of the condition that all parties to the agreement have signed the Property Transaction Agreement or their respective common seals have been affixed therein. DETAILS OF THE EQUITY INTEREST PROPOSED TO BE ACQUIRED Kangding Hydropower was established in September 2005 with a registered capital of RMB18.29 million, and its 100% equity interest is held by Kangding Guoneng. Kangding Hydropower owns and operates 2×8MW hydropower units, responsible for providing power supply to the construction of Changheba Hydropower Station and Huangjinping Hydropower Station of Ganzi Hydropower, a subsidiary of the Company. As at 30 June 2014, the total assets, the liabilities and the owner's equity of Kangding Hydropower were RMB70.6076 million, RMB18.0038 million and RMB52.6038 million respectively. The realised net profit for the period between January and June of 2014 was RMB5.7636 million. (Figures stated in this paragraph are unaudited). The net profit of Kangding Hydropower before and after taxation for the financial year ended 31 December 2012 were RMB27.0063 million and RMB20.2525 million, respectively. The net profit of Kangding Hydropower before and after taxation for the financial year ended 31 December 2013 were RMB36.0196 million and RMB27.0147 million, respectively. Kangding Hydropower will become a wholly-owned subsidiary of Ganzi Hydropower upon completion of the equity transfer. REASONS FOR AND BENEFITS OF ENTERING INTO THE PROPERTY TRANSACTION AGREEMENT As Changheba Hydropower Station and Huangjinping Hydropower Station of Ganzi Hydropower are currently under construction, Kangding Hydropower provides part of the electric power it generates to support the construction of both. The acquisition is able to smooth the management relationship and guarantee the smooth development of construction projects of Ganzi Hydropower. Besides, Kangding Hydropower is currently equipped with hydropower units of a capacity of 16MW installed, the acquisition will increase the Company's installed capacity of hydropower and meanwhile expand its size of generating units in service. The Directors, including independent non-executive directors, are of the view that the acquisition of the equity interest under the Property Transaction Agreement is entered into based on normal commercial terms, and the related transaction is fair and reasonable and is in the interest of shareholders of the Company as a whole. APPROVAL BY THE BOARD No Director is materially interested in the transaction. Connected Directors, including Chen Jinhang, Hu Shengmu and Fang Qinghai are key members of the management of CDC, and they have all abstained from voting on the relevant resolution approving the transaction in the Board meeting according to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange. INFORMATION OF THE PARTIES 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 area being in PRC. Information of CDC CDC was established on 9 March 2003 with a 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; manufacture, 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. Information of Kangding Guoneng Kangding Guoneng was incorporated in January 2007 in Kangding County, Ganzi Prefecture, Sichuan, and is a wholly-owned subsidiary of CDC. It is principally engaged in the investment in electricity and energy projects, investment in mineral resources development, investment in transportation, water conservation and environmental protection infrastructure projects, etc., with an existing registered capital of RMB143, 055,000. Information of Ganzi Hydropower Ganzi Hydropower was established in July 2006 with a registered capital of RMB1,625,063,300. The company is held by three shareholders, of which: 52.50% is owned by the Company, 46.88% is owned by CDC, and 0.62% is owned by Ganzi County Gantou Hydropower Development Company Limited. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controlling shareholder of the Company, which together with its subsidiaries hold 34.71% of the issued share capital of the Company. Kangding Guoneng is a wholly-owned subsidiary of CDC and is therefore a connected person of the Company under the Listing Rules. The Property Transaction Agreement and the transaction contemplated thereunder constitute 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) in respect of the transaction under the Property Transaction Agreement is higher than 0.1% but lower than 5% and all other applicable percentage ratios are less than 0.1%, such transaction 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. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Board" the board of Directors "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is the controlling Shareholder of the Company under the Listing Rules "Company" Datang International Power Generation Company Limited, 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 transaction" has the meaning ascribed to it under the Listing Rules "Directors" the director(s) of the Company "Deposit" a deposit of RMB15 million paid by the transferee to the designated account of The Shanghai Assets and Equity Exchange before the entering of the Property Transaction Agreement at the request of the transferor and The Shanghai Assets and Equity Exchange, which is to serve as the guarantee for the intention to accept the transfer of the transferee, and to demonstrate its assets and credit position and the ability to fulfill the obligations under the Property Transaction Agreement "Ganzi Hydropower" Sichuan Datang International Ganzi Hydropower Generation Development Company Limited, as at the date of this announcement, the Company holds 52.50% of its equity interests "Kangding Guoneng" Kangding Guoneng Investment Company Limited, the details of which is set out in the section headed "INFORMATION OF THE PARTIES" "Kangding Hydropower" Kangding Guoneng Hydropower Generation Development Company Limited, the details of which is set out in the section headed "INFORMATION OF THE PARTIES" "Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange "MW" megawatt "PRC" the People's Republic of China "Property Transaction Agreement" the "Property Transaction Agreement" entered into by Ganzi Hydropower and Kangding Guoneng on 27 October 2014 in relation to the transfer of 100% equity interest of Kangding Hydropower "RMB" Renminbi, the lawful currency of the PRC "Shareholder(s)" the shareholders of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "The Shanghai Assets and Equity The Shanghai United Assets and Equity Exchange" Exchange "%" percent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 28 October 2014 As at the date of this announcement, the Directors 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
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