Continuing Connected Transactions

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 CONTINUING CONNECTED TRANSACTIONS ALTERNATIVE POWER GENERATION FRAMEWORK AGREEMENT On 27 August 2012, the Company entered into the Alternative Power Generation Framework Agreement with CDC to conduct transactions relating to substitution of power generation in Jiangsu, Jingjintang, Tianjin, Hebei and Shanxi regions of the PRC. CONTINUING CONNECTED TRANSACTIONS As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its subsidiaries, hold approximately 34.71% of the issued share capital of the Company. CDC is therefore a connected person of the Company under Chapter 14A of the Listing Rules and the transactions contemplated under the Alternative Power Generation Framework Agreement constitute continuing connected transactions of the Company. Since each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions under the Alternative Power Generation Framework Agreement is higher than 0.1% but lower than 5%, the Alternative Power Generation Framework Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but are exempt from the approval by the independent Shareholders of the Company under the requirements of Chapter 14A of the Listing Rules. ALTERNATIVE POWER GENERATION FRAMEWORK AGREEMENT Date and parties: CDC entered into the Alternative Power Generation Framework Agreement with the Company on 27 August 2012. Major terms: 1. In accordance with the relevant requirements relating to the standards of substitution of power generation, CDC and its relevant power plants or subsidiaries agreed to appoint the power generation enterprises of the Company to substitute the power generation units of CDC and its relevant power plants or subsidiaries to carry out power generation work in Jiangsu, Jingjintang and Shanxi regions of the PRC. 2. Pursuant to the requirements under the implementation rules governing the management of substitution of power generation on the areas located, the relevant power plants or subsidiaries of CDC and the relevant power plants or subsidiaries of Company shall, from time to time during the term of Alternative Power Generation Framework Agreement after making reference to the prevailing market situation and conducting fair and reasonable arm's length negotiations, enter into specific alternative power generation agreements with power grid companies (Note) (or the Commission of Economy and Information Technology of the Government)to agree the details of the substitution of power generation transactions such as the time, amount, transaction price and settlement methods, etc, in respect of the substitution of power generation transactions, which shall serve as the final basis for conducting transactions relating to substitution of power generation. Such specific alternative power generation agreements shall be subject to the terms of the Alternative Power Generation Framework Agreement. Note: To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the power grid companies and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. 3. Term: Commencing from 1 May 2012 to 31 December 2014. The Company confirms that each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transaction amounts under the Alternative Power Generation Framework Agreement for the period from 1 May 2012 to the date of this announcement did not exceed the de minimis threshold set out under Chapter 14A of the Listing Rules. 4. Consideration: the fees with respect to the substitution of power generation shall be determined by the relevant parties in the ordinary course of business on normal commercial terms on the basis of arm's length negotiation according to the prevailing market conditions. ANNUAL CAP It is expected that the annual maximum fee receivable by the Company under the Alternative Power Generation Framework Agreement for each of the three years ending 31 December 2012, 31 December 2013 and 31 December 2014 will not exceed RMB800 million, which is determined after taking into account (1) the demand for power from the market;(2) the operational status of the generating units of the Group;and (3) the estimated on-grid tariffs. HISTORICAL TRANSACTION AMOUNTS The total transaction amount for the transactions relating to substitution of power generation between CDC and the Company for the year ended 31 December 2011 amounted to approximately RMB91 million. The Company did not conduct any transaction relating to substitution of power generation with CDC for the two years ended 31 December 2009 and 31 December 2010. LISTING RULES IMPLICATIONS FOR THE ALTERNATIVE POWER GENERATION FRAMEWORK AGREEMENT As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its subsidiaries, hold approximately 34.71% of the issued share capital of the Company. CDC is therefore a connected person of the Company under Chapter 14A of the Listing Rules and the transactions contemplated under the Alternative Power Generation Framework Agreement constitute continuing connected transactions of the Company. Since each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions under the Alternative Power Generation Framework Agreement is higher than 0.1% but lower than 5%, the Alternative Power Generation Framework Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but are exempt from the approval by the independent Shareholders of the Company under the requirements of Chapter 14A of the Listing Rules. None of the Directors have any material interest in the transactions. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are the principal management staff of CDC, have abstained from voting on the approval of relevant transactions at the Board meeting in accordance with the requirements of the listing rules of the Shanghai stock exchange. REASONS FOR AND BENEFITS OF ENTERING INTO THE ALTERNATIVE POWER GENERATION FRAMEWORK AGREEMENT Pursuant to the relevant national energy conservation and emissions reduction policies as well as the relevant regulations on substitution of power generation, the respective power plants or the subsidiaries of the Company and CDC take into account the actual changes in the market condition and the operational status of the generating units when determining the amount and other details of substitution of power generation for each year in accordance with the implementation rules governing substitution of power generation on the area where such power plants or subsidiaries are located. Through the centralized coordination carried out by various regional government agencies or the management platform of power grid companies governing transaction in substitution of power generation, the relevant power plants or subsidiaries of the Company and the relevant power plants or subsidiaries of CDC will enter into specific alternative power generation agreements with power grid companies (or the Commission of Economy and Information Technology of the Government) for conducting transactions in substitution of power generation. The Company is of the view that provided that safe production is assured, the transactions contemplated under the Alternative Power Generation Framework Agreement between the relevant power plants or subsidiaries of the Company and the relevant power plants or subsidiaries of CDC are able to fully utilize the planned generation target of the shut-down generating units, and that the advantages in large generating units with high efficiency, low energy consumption and low emissions discharge can be fully utilized to improve the Company's profit margins. The relevant transactions are able to achieve the purpose of a win-win situation for both parties, and are in the interests of the Company's Shareholders and the interests of the parties to the transaction as a whole. The Directors (including the independent non-executive Directors) are of the view that the relevant terms of the Alternative Power Generation Framework Agreement are fair, reasonable and in the interests of the Company and its Shareholders as a whole. INFORMATION OF THE PARTIES 1. 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 located in the PRC. 2. CDC was established on 9 March 2003 with registered capital of RMB15.394 billion. It is principally engaged in the development, investment, construction, operation and management of power energy, organization of power (thermal) production and sales; manufacturing, 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. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "Board" the board of Directors of the Company "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 "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(s)" has the meanings prescribed to it under the Listing Rules "connected transaction has the meanings prescribed to it under the Listing (s)" Rules "Directors" the director(s) of the Company "Alternative Power the alternative power generation framework agreement Generation Framework dated 27 August 2012 entered into between the Agreement" Company and CDC "Group" the Company and its subsidiaries "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 shareholder(s) of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "%" percent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 27 August 2012 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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive Directors
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