Connected Transactions

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 TRANSACTIONS On 28 April 2011, the Company entered into the Compensation Agreement on the Acquisition by Lvsigang of Shut-down Capacity Indices with Lvsigang Power Generation Company relating to the transaction of small-capacity units. The transaction amount was RMB100 million. On 28 April 2011, the Company entered into the Framework Agreement on the Transfer of Shut-down Capacity Indices in Hunan with Datang Hunan Branch for the transaction of small-capacity units. The transaction amount was RMB600 million. CONNECTED TRANSACTIONS As at the date of this announcement, CDC is the controlling Shareholder of the Company which, together with its subsidiaries, hold approximately 36.07% of the issued share capital of the Company. CDC also holds 35% of the equity interest of Lvsigang Power Generation Company. Datang Hunan Branch is a branch of CDC. As at the date of this announcement, the Company is the controlling shareholder of Lvsigang Power Generation Company and holds 55% of its equity interests. Lvsigang Power Generation Company and Datang Hunan Branch are therefore Connected Persons of the Company under Chapter 14A of the Listing Rules and the entering into of the Agreements constitute Connected Transactions 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) of the Compensation Agreement on the Acquisition by Lvsigang of Shut-down Capacity Indices and the Framework Agreement on the Transfer of Shut-down Capacity Indices in Hunan is more than 0.1% but less than 5%, such transactions are only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules and do not require the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. BACKGROUND In view of the requirements for energy conservation and emissions reduction in the PRC, and based on the spirit of the document Guo Fa [2007] No. 2 "Notice of the State Council on Approving Several Opinions of the NDRC and the SEO on Accelerating the Closure of Small Coal-fired Power Units", the "replacing small units with large units" policy has been strictly implemented for newly approved nationwide coal-fired power projects since 2007. This means the replacement of small-capacity units by the construction of large-scale, high-efficiency and environmental-friendly new units is the State's current major policy for the approval of coal-fired power projects. In order to accelerate the approval of the Company's high-capacity and high-efficiency large-scale coal-fired power projects, the Company entered into the Agreements with Lvsigang Power Generation Company and Datang Hunan Branch, respectively. The agreements Date On 28 April 2011, the Company entered into the Compensation Agreement on the Acquisition by Lvsigang of Shut-down Capacity Indices with Lvsigang Power Generation Company. On 28 April 2011, the Company entered into the Framework Agreement on the Transfer of Shut-down Capacity Indices in Hunan with Datang Hunan Branch. Major terms of the Agreements Compensation Agreement on the Acquisition by Lvsigang of Shut-down Capacity Indices Parties Transferor: the Company Transferee: Lvsigang Power Generation Company In order to proceed with project construction, Lvsigang Power Generation Company acquired the shut-down capacity of 125 MW of one generating unit at Douhe Power Plant from the Company in accordance with the State's "replacing small units with large units" policy. After arm's length negotiation between the parties with reference to regional market prices , Lvsigang Power Generation Company agreed to pay the Company a compensation fee for the small-capacity unit at RMB800 per kW, i.e., in the aggregate sum of RMB100 million. The compensation fee is mainly for arrangement of the personnel of the shut-down units. Effective Date The agreement will become effective immediately after each of the parties has obtained its respective internal approvals, and the relevant authorised representatives have signed and affixed their respective company seals thereto. Payment of the Compensation Fee After the Compensation Agreement on the Acquisition by Lvsigang of Shut-down Capacity Indices becomes effective, Lvsigang Power Generation Company will settle the compensation fee for shut-down capacity indices in three payments within one year. The first payment, being 20% of the compensation fee, will be settled within half of the year after the agreement is signed and becomes effective. Another 30% of the compensation fee will be settled in the third month after the first payment, and the remaining 50% of the compensation fee will be settled in the third month after the second payment. Framework Agreement on the Transfer of Shut-down Capacity Indices in Hunan Parties Transferor: Datang Hunan Branch Transferee: the Company Datang Hunan Branch agreed to transfer a total capacity indices of 600 MW of the shut-down small units. After arm's length negotiation between the parties with reference to the regional market prices , the Company agreed to pay Datang Hunan Branch a compensation fee for the small-capacity units at RMB1,000 per kW, i.e., in the aggregate sum of RMB600 million. The compensation fee is mainly for arrangement of personnel of the shut-down units. The Company, its subsidiaries and Datang Hunan Branch (or the subsidiary under its management) will enter into separate transfer agreements setting out specific terms such as details, prices, payment terms and schedules in respect of the acquired small-capacity units, provided that these terms shall be consistent with the principles and terms of the Framework Agreement on the Transfer of Shut-down Capacity Indices in Hunan. Effective Date The agreement will become effective immediately after each of the parties has obtained its respective internal approvals, and the relevant authorised representatives have signed and affixed their respective company seals thereto. REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENTS Pursuant to the State's policy of "replacing small units with large units", the replacement of small-capacity units by the construction of large-scale, high-efficiency and environmental- friendly new units is the State's current major policy for the approval of coal-fired power projects. The Company entered into the Agreements with Lvsigang Power Generation Company and Datang Hunan Branch to acquire or transfer shut-down capacity indices, which will help to accelerate the approval of high-capacity and high-efficiency large-scale coal-fired power projects of the Company and its subsidiaries, to further optimise the power generation structure and to enhance the core competitiveness and profitability of the Company. The terms of the Agreements were negotiated on arm's length basis between all parties thereto with reference to market prices in regions where the units are located, and have been determined on normal commercial terms. The Directors (including independent Directors) consider that the terms of the Agreements are fair and reasonable and in the best interests of the Company and the Shareholders as a whole. CONNECTED TRANSACTIONS As at the date of this announcement, CDC is the controlling Shareholder of the Company which, together with its subsidiaries, hold approximately 36.07% of the issued share capital of the Company. CDC also holds 35% of the equity interest of Lvsigang Power Generation Company. Datang Hunan Branch is a branch of CDC. As at the date of this announcement, the Company is the controlling shareholder of Lvsigang Power Generation Company and holds 55% of its equity interests. Lvsigang Power Generation Company and Datang Hunan Branch are therefore Connected Persons of the Company under Chapter 14A of the Listing Rules and the entering into of the Agreements constitute Connected Transactions 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) of the Compensation Agreement on the Acquisition by Lvsigang of Shut-down Capacity Indices and the Framework Agreement on the Transfer of Shut-down Capacity Indices in Hunan is more than 0.1% but less than 5%, such transactions are only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules and do not require the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules. Directors Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang Qinghai who have material interests in the transactions under the relevant agreements (by virtue of being the principal management staff of CDC) have abstained from voting at the Board meeting for approving the relevant Agreements. 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 LVSIGANG POWER GENERATION COMPANY Lvsigang Power Generation Company is duly incorporated on 18 September 2003 with registered capital of RMB521.40 million. Lvsigang Power Generation Company is mainly responsible for the construction and operation of the 4×660MW power plant projects. The Company holds 55% of its equity interest. INFORMATION RELATING TO DATANG HUNAN BRANCH Datang Hunan Branch is a branch established by CDC in Changsha City, Hunan Province. Its main scope of businesses includes power generation; generation, supply and sale of thermal power; repair, testing, operation maintenance, manufacture and sale of power equipment and facilities; engineering and technology research and testing; energy development, and so forth. 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 "Agreements" the Compensation Agreement on the Acquisition by Lvsigang of Shut-down Capacity Indices; and the Framework Agreement on the Transfer of Shut-down Capacity Indices in Hunan "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, which together with its subsidiaries, owns approximately 36.07% 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 "Compensation the compensation agreement on the acquisition of Agreement on the shut-down capacity indices entered into on 28 April Acquisition by 2011 between the Company and Lvsigang Power Lvsigang of Generation Company Shut-down Capacity Indices" "Connected Person" has the meaning ascribed to it in the Listing Rules "Connected has the meaning ascribed to it in the Listing Rules Transactions" "Datang Hunan Hunan Branch of China Datang Corporation Branch" "Directors" the director(s) of the Company "Group" the Company and its subsidiaries from time to tome "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 "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "London Stock The London Stock Exchange Limited Exchange" "Lvsigang Power Jiangsu Datang International Lvsigang Power Generation Company" Generation Company Limited "NDRC" National Development and Reform Commission "NELGO" National Energy Leading Group Office "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 "Framework the framework agreement on the transfer of shut-down Agreement on the capacity indices entered into on 28 April 2011 Transfer of between the Company and Datang Hunan Branch Shut-down Capacity Indices in Hunan" "%" percent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 28 April 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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