Continuing 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 CONTINUING CONNECTED TRANSACTIONS FUEL FRAMEWORK AGREEMENTS On 6 February 2013, the Company and certain of its subsidiaries entered into the Fuel Framework Agreements with certain connected persons to carry out the following continuing connected transactions: 1. Purchase of coal from Beijing Datang Fuel Company and its subsidiaries by the Company and its subsidiaries (1) The Company entered into the Fuel Purchase Framework Agreement with Beijing Datang Fuel Company, pursuant to which the Company and certain of its subsidiaries agreed to purchase coal from Beijing Datang Fuel Company with a maximum aggregate annual transaction amount of approximately RMB35,505 million for a term of one year commencing from 1 January 2013 to 31 December 2013. (2) Six subsidiaries of the Company entered into eight Inner Mongolia Fuel Purchase Framework Agreements with Inner Mongolia Fuel Company respectively, pursuant to which each of such six subsidiaries of the Company agreed to purchase coal from Inner Mongolia Fuel Company with a maximum aggregate annual transaction amount of approximately RMB5,425 million for a term of one year commencing from 1 January 2013 to 31 December 2013. 2. Sale of coal by Hong Kong Company to certain subsidiaries of the Company (1) Hong Kong Company entered into the Hong Kong-Beijing Fuel Sale Framework Agreement with Beijing Datang Fuel Company, pursuant to which Hong Kong Company agreed to sell coal to Beijing Datang Fuel Company, with a maximum aggregate annual transaction amount of approximately USD380 million, equivalent to RMB2,367.4 million for a term of one year commencing from 1 January 2013 to 31 December 2013. (2) Hong Kong Company entered into the Hong Kong-Power Plants Fuel Sale Framework Agreement with the Company, pursuant to which Hong Kong Company agreed to sell coal to Lvsigang Power Generation Company and Chaozhou Power Generation Company, with a maximum aggregate annual transaction amount of approximately USD522 million, equivalent to RMB3,252.1 million, for a term of one year commencing from 1 January 2013 to 31 December 2013. ANNUAL SHIPPING FRAMEWORK AGREEMENT Provision of transportation service to Beijing Datang Fuel Company by a subsidiary of the Company Shipping Company, a subsidiary of the Company, entered into the Annual Shipping Framework Agreement with Beijing Datang Fuel Company, pursuant to which Shipping Company agreed to provide coal transportation service to Beijing Datang Fuel Company with a maximum aggregate annual transaction amount of approximately RMB385 million for a term of one year commencing from 1 January 2013 to 31 December 2013. LISTING RULES IMPLICATIONS 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. Since CDC and its subsidiaries hold certain equity interests in Beijing Datang Fuel Company, Inner Mongolia Fuel Company, Lvsigang Power Generation Company and Chaozhou Power Generation Company, which are subsidiaries of the Company, such subsidiaries are connected persons of the Company. The transactions contemplated under the Fuel Framework Agreements and the Annual Shipping Framework Agreement constitute continuing connected transactions of the Company. Since (i) one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) in respect of the aggregated transaction amount for purchase of coal under the Fuel Purchase Framework Agreement and the Inner Mongolia Fuel Purchase Framework Agreements; and (ii) one or more of the applicable percentage ratios in respect of the aggregated transaction amount for sale of coal under the Hong Kong-Beijing Fuel Sale Agreement and Hong Kong-Power Plants Fuel Sale Agreement are all higher than 5%, the Fuel Framework Agreements and the transactions contemplated thereunder are subject to the reporting and announcement requirements, as well as the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Since all of the applicable percentage ratios in respect of the transaction amount under the Annual Shipping Framework Agreement are below 5%, the Annual Shipping Framework Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements, but are exempted from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules. A circular containing details of the Fuel Framework Agreements, a letter from the independent board committee and a letter from the independent financial advisor, both advising the terms of the Fuel Framework Agreements, will be dispatched to the Shareholders on or before 4 March 2013. PURCHASE OF COAL FROM BEIJING DATANG FUEL COMPANY AND ITS SUBSIDIARIES BY THE COMPANY AND ITS SUBSIDIARIES 1. Fuel Purchase Framework Agreement Date: 6 February 2013 Parties: The Company, Beijing Datang Fuel Company Major terms: (1) Subject matter: the Company and its subsidiaries agreed to purchase coal from Beijing Datang Fuel Company during the term of the agreement. The parties may, from time to time during the term of the agreement, enter into specific purchase contracts in respect of the purchase of coal by the Company, and such specific purchase contracts shall be subject to the terms of the Fuel Purchase Framework Agreement. (2) Consideration: To be determined in the ordinary course of business on ormal commercial terms on the basis of arm's length negotiation according to prevailing market conditions. (3) Settlement and payment: Settlement shall be made by the relevant parties in accordance with the confirmed settlement invoice. (4) Term: One year, commencing from 1 January 2013 to 31 December 2013. The Company confirms that each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amounts under the Fuel Purchase Framework Agreement for the period from 1 January 2013 to the date of this announcement does not exceed the de minimis threshold under Chapter 14A of the Listing Rules. (5) The Fuel Purchase Framework Agreement becomes effective when they are duly signed by both parties. Annual cap It is expected that the maximum transaction amount in respect of the Fuel Purchase Framework Agreement for the year ending 31 December 2013 is RMB35,505 million; such amount is determined with reference to (i) the anticipated quantity of coal to be purchased by the Company and its subsidiaries from Beijing Datang Fuel Company for the year ending 31 December 2013; and (ii) the estimated market price of coal. Since there will be an increase in the number of subsidiaries of the Company to purchase coal from Beijing Datang Fuel Company for the year ending 31 December 2013, the annual cap for the year ending 31 December 2013 is substantially higher than the historical transaction amount. Historical transactionamounts The transaction amount of purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company for the year ended 31 December 2012 was approximately RMB11,252 million. The transaction amount of purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company for the year ended 31 December 2011 was approximately RMB15,809 million. The transaction amount of purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company for the year ended 31 December 2010 was approximately RMB13,882 million. 2. Inner Mongolia Fuel Purchase Framework Agreements Date: 6 February 2013 Parties: six subsidiaries of the Company, Inner Mongolia Fuel Company Major terms: The terms of the eight Inner Mongolia Fuel Purchase Framework Agreements are materially the same, the material terms of which are summarized as follows: (1) Subject matter: The six subsidiaries of the Company agreed to purchase coal from Inner Mongolia Fuel Company during the term of the agreement. The parties may, from time to time during the term of the agreement, enter into specific purchase contracts in respect of the purchase of coal by the six subsidiaries of the Company provided that such specific purchase contracts shall be subject to the terms of the Inner Mongolia Fuel Purchase Framework Agreements. (2) Consideration: To be determined in the ordinary course of business on normal commercial terms on the basis of arm's length negotiation according to prevailing market conditions. (3) Settlement and payment: Settlement shall be made by the relevant parties in accordance with the confirmed settlement invoice. (4) Term: One year, commencing from 1 January 2013 to 31 December 2013. The Company confirms that each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount under the Inner Mongolia Fuel Purchase Framework Agreements for the period from 1 January 2013 to the date of this announcement does not exceed the de minimis threshold under Chapter 14A of the Listing Rules. (5) The Inner Mongolia Fuel Purchase Framework Agreements become effective when they are duly signed by the relevant parties. Annual cap It is expected that the maximum transaction amount in respect of the Inner Mongolia Fuel Purchase Framework Agreements for the year ending 31 December 2013 is RMB5,425 million; such amount is determined with reference to (i) the anticipated quantity of coal to be purchased by the six subsidiaries of the Company from Inner Mongolia Fuel Company for the year ending 31 December 2013; and (ii) the estimated market price of coal. Historical transaction amounts The transaction amount of purchase of coal by the six subsidiaries of the Company from Inner Mongolia Fuel Company for the year ended 31 December 2012 was approximately RMB4,730 million. The transaction amount of purchase of coal by the six subsidiaries of the Company from Inner Mongolia Fuel Company for the year ended 31 December 2011 was approximately RMB4,400 million. The six subsidiaries of the Company did not conduct any transaction in relation to purchase of coal with Inner Mongolia Fuel Company for the year ended 31 December 2010. SALE OF COAL BY HONG KONG COMPANY TO CERTAIN SUBSIDIARIES OF THE COMPANY 1. Hong Kong - Beijing Fuel Sale Framework Agreement Date: 6 February 2013 Parties: Hong Kong Company, Beijing Datang Fuel Company Major terms: (1) Subject matter: Hong Kong Company agreed to sell coal to Beijing Datang Fuel Company during the term of the agreement. The parties may, from time to time during the term of the agreement, enter into specific coal sale contracts in respect of the sale of coal by Hong Kong Company provided that such specific coal sale contracts shall be subject to the terms of the Hong Kong-Beijing Fuel Sale Framework Agreement. (2) Consideration: To be determined in the ordinary course of business on normal commercial terms on the basis of arm's length negotiation according to prevailing market conditions. (3) Settlement and payment: Settlement shall be made by the relevant parties in accordance with the confirmed settlement invoice. (4) Term: Commencing from 1 January 2013 to 31 December 2013. The Company confirms that each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount under the Hong Kong-Beijing Fuel Sale Framework Agreement for the period from 1 January 2013 to the date of this announcement does not exceed the de minimis threshold under Chapter 14A of the Listing Rules. (5) The Hong Kong-Beijing Fuel Sale Framework Agreement becomes effective when it is duly signed by both parties. Annual cap It is expected that the maximum transaction amount in respect of the Hong Kong-Beijing Fuel Sale Framework Agreement for the year ending 31 December 2013 is USD380 million, equivalent to RMB2,367.4 million; such amount is determined with reference to (i) the anticipated quantity of coal to be sold by Hong Kong Company to Beijing Datang Fuel Company for the year ending 31 December 2013; and (ii) the estimated market price of coal. Historical transaction amounts The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel Company for the year ended 31 December 2012 was approximately RMB299 million. The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel Company for the year ended 31 December 2011 was approximately RMB183 million. The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel Company for the year ended 31 December 2010 was approximately RMB71 million. 2. Hong Kong-Power Plants Fuel Sale Framework Agreement Date: 6 February 2013 Parties: Hong Kong Company, the Company Major terms: (1) Subject matter: Hong Kong Company agreed to sell coal to each of Lvsigang Power Generation Company and Chaozhou Power Generation Company during the term of the agreement. The parties may, from time to time during the term of the agreement, enter into specific coal sale contracts in respect of the sale of coal by Hong Kong Company provided that such specific coal sale contracts shall be subject to the terms of the Hong Kong-Power Plants Fuel Sale Framework Agreement. (2) Consideration: To be determined in the ordinary course of business on normal commercial terms on the basis of arm's length negotiation according to prevailing market conditions. (3) Settlement and payment: Settlement shall be made by both parties in accordance with the confirmed settlement invoice. (4) Term: Commencing from 1 January 2013 to 31 December 2013. The Company confirms that each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount under the Hong Kong-Power Plants Fuel Sale Framework Agreement for the period from 1 January 2013 to the date of this announcement does not exceed the de minimis threshold under Chapter 14A of the Listing Rules. (5) The Hong Kong - Power Plants Fuel Sale Framework Agreement becomes effective when it is duly signed by the relevant parties. Annual cap It is expected that the maximum transaction amount in respect of the Hong Kong-Power Plants Fuel Sale Framework Agreement for the year ending 31 December 2013 is US$522 million, equivalent to RMB3,252.1 million; such amount is determined with reference to (i) the anticipated quantity of coal to be sold by Hong Kong Company to Lvsigang Power Generation Company and Chaozhou Power Generation Company for the year ending 31 December 2013; and (ii) the estimated market price of coal. Since there will be an increase in the number of subsidiaries of the Company (i.e. Lvsigang Power Generation Company) to purchase coal from Hong Kong Company for the year ending 31 December 2013, the annual cap for the year ending 31 December 2013 is substantially higher than the historical transaction amount. Historical transaction amounts The transaction amount of coal sale by Hong Kong Company to Chaozhou Power Generation Company for the year ended 31 December 2012 was approximately RMB1,285 million. The transaction amount of coal sale by Hong Kong Company to Chaozhou Power Generation Company for the year ended 31 December 2011 was approximately RMB742 million. The transaction amount of coal sale by Hong Kong Company to Chaozhou Power Generation Company for the year ended 31 December 2010 was approximately RMB568 million. Hong Kong Company did not conduct any transaction in relation to coal sale with Lvsigang Power Generation Company for the three years ended 31 December 2012. PROVISION OF TRANSPORTATION SERVICE TO BEIJING DATANG FUEL COMPANY BY A SUBSIDIARY OF THE COMPANY Annual Shipping Framework Agreement Date: 6 February 2013 Parties: Shipping Company, Beijing Datang Fuel Company Major terms: (1) Subject matter: Shipping Company agreed to provide coal transportation service to Beijing Datang Fuel Company during the term of the agreement. The parties may, from time to time during the term of the agreement, enter into specific transportation contracts in respect of the coal transportation by Shipping Company provided that such specific contracts shall be subject to the terms of the Annual Shipping Framework Agreement. (2) Consideration: To be determined in the ordinary course of business on normal commercial terms on the basis of arm's length negotiation according to prevailing market conditions. (3) Settlement and payment: Settlement shall be made by the relevant parties in accordance with the confirmed settlement invoice. (4) Term: One year, commencing from 1 January 2013 to 31 December 2013. The Company confirms that each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount under the Annual Shipping Framework Agreement for the period from 1 January 2013 to the date of this announcement does not exceed the de minimis threshold under Chapter 14A of the Listing Rules. (5) Annual Shipping Framework Agreement becomes effective when it is duly signed by all parties. Annual cap It is expected that the maximum transaction amount in respect of the Annual Shipping Framework Agreement for the year ending 31 December 2013 is RMB385 million; such amount is determined with reference to (i) the anticipated quantity of coal to be transported by Shipping Company for Beijing Datang Fuel Company for the year ending 31 December 2013; and (ii) the estimated market fee of coal transportation. Historical transaction amounts The transaction amount of coal transportation by Shipping Company to Beijing Datang Fuel Company for the year ended 31 December 2012 was approximately RMB0.85 million. The Shipping Company did not conduct any transaction in relation to coal transportation with Beijing Datang Fuel Company for the two years ended 31 December 2011. REASONS FOR AND BENEFITS OF ENTERING INTO THE FUEL FRAMEWORK AGREEMENTS AND THE ANNUAL SHIPPING FRAMEWORK AGREEMENT The purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company and its subsidiaries is primarily for securing coal supply to the Company and the power generation enterprises of its subsidiaries, and fully leveraging the advantages in terms of supply and economy-of-scale of purchase of these specialized coal companies, so as to stabilize the market prices of coal to a certain extent, thereby exercising control over the costs of fuel and mitigating the adverse impact of changes in the coal market on the Group. The sale of coal by Hong Kong Company to the subsidiaries of the Company is primarily for leveraging on the advantage of the Hong Kong Company in imported coal purchasing, in order to guarantee the coal supply of the subsidiaries of the Company as well as to lower the purchasing cost of coal, and to increase the business revenue of the Hong Kong Company at the same time. The reason for the provision of fuel transportation service by Shipping Company to Beijing Datang Fuel Company is that, as the Company and its subsidiaries purchase coal from Beijing Datang Fuel Company and its subsidiaries, Shipping Company can arrange transportation in a more timely and rapid manner according to the fuel demand from power generation enterprises of the Company so as to ensure fuel supply. The Directors (excluding the views of the independent non-executive Directors whose views will be contained in the circular to be dispatched after considering the advice from the independent financial adviser) are of the view that the terms of the Fuel Framework Agreements are fair and reasonable, have been entered into after arm's length negotiation between all parties thereto and determined on normal commercial terms and is in the interests of the Company and the Shareholders as a whole. The Directors (including the views of the independent non-executive Directors) are of the view that the terms of the Annual Shipping Framework 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 is in the interests of the Company and the Shareholders as a whole. None of the Directors has material interest in the Annual Shipping Framework Agreement. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, 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. INFORMATION ON THE PARTIES TO THE AGREEMENTS 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. The Company's main service areas are in the PRC. 2. Chaozhou Power Generation Company is a subsidiary of the Company. It is currently operating two 600MW and two 1,000MW coal-fired generating units. The equity holding structure of the company is as follows: 52.5% of its equity interest is held by the Company, 22.5% of its equity interest is held by CDC, 12% of its equity interest is held by Beijing China Power Huaze Investment Company Limited, 8% of its equity interest is held by Wenshan Guoneng Investment Company Limited and 5% of its equity interest is held by Chaozhou Xinghua Energy Investment Company Limited. 3. Lvsigang Power Generation Company is a subsidiary of the Company. It is currently operating four 660MW coal-fired generating units. The equity holding structure of the company is as follows: 55% of its equity interest was held by the Company, 35% of its equity interest is held by CDC and 10% of its equity interest is held by Nantong State-owned Assets Investment Holdings Co., Ltd. 4. Beijing Datang Fuel Company is a subsidiary of the Company. It is principally engaged in sale of coal, investment management and technical services. The equity holding structure of the company is as follows: 51% of its equity interest is held by the Company and 49% of its equity interest is held by Datang Electric Power Fuel Company Limited, a wholly-owned subsidiary of CDC. 5. Hong Kong Company is a wholly-owned subsidiary of the Company. It is principally engaged in information consulting in relation to domestic and international power and capital markets; investment and financing, and stock repurchases; and agency for the import of proprietary equipment (parts) and other businesses. 6. Inner Mongolia Fuel Co. is a wholly-owned subsidiary of Beijing Datang Fuel Company Limited, a subsidiary of the Company. It is principally engages in the business of electric fuel. 7. 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, 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. 8. Shipping Company is a subsidiary of the Company. It is principally engaged in ordinary freight transportation along domestic coast, mid to down-stream of the Yangtze River and in the Pearl River Delta; international freight transportation; vessel leasing, freight agency, freight storage, etc. The equity holding structure of the company is as follows: 97.54% of its equity interest is held by the Company, 1.13% of its equity interest is held by Nantong Zhaofeng Kailai Investment Company Limited, 0.76% of its equity interest is held by Nantong Ocean Investment Management Company Limited, 0.57% of its equity interest is held by Kangding Guoneng Investment 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 approximately 34.71% of the issued share capital of the Company. Since CDC and its subsidiaries hold certain equity interests in Beijing Datang Fuel Company, Inner Mongolia Fuel Company, Lvsigang Power Generation Company and Chaozhou Power Generation Company, , which are subsidiaries of the Company, such subsidiaries are connected persons of the Company. The transactions contemplated under the Fuel Framework Agreements and the Annual Shipping Framework Agreement constitute continuing connected transactions of the Company. Since (i) one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) in respect of the aggregated transaction amount for purchase of coal under the Fuel Purchase Framework Agreement and the Inner Mongolia Fuel Purchase Framework Agreements; and (ii) one or more of the applicable percentage ratios in respect of the aggregated transaction amount for sale of coal under the Hong Kong-Beijing Fuel Sale Agreement and the Hong Kong-Power Plants Fuel Sale Agreement are all higher than 5%, the Fuel Framework Agreements and the transactions contemplated thereunder are subject to the reporting and announcement requirements, as well as the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Since all of the applicable percentage ratios in respect of the transaction amount under the Annual Shipping Framework Agreement are below 5%, the Annual Shipping Framework Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements, but are exempted from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules. A circular containing details of the Fuel Framework Agreements, a letter from the independent board committee and a letter from the independent financial advisor, both advising the terms of the Fuel Framework Agreements, will be dispatched to the shareholders on or before 4 March 2013. Any Shareholder with a material interest in the transaction and its associates will abstain from voting at the extraordinary general meeting to be held by the Company, to, among others, consider and approve the Fuel Framework Agreements. Therefore, CDC and its associates shall abstain from voting at the extraordinary general meeting to approve the Fuel Framework Agreements. INDEPENDENTBOARD COMMITTEE AND INDEPENDENTFINANCIAL ADVISOR An independent board committee comprising the independent non-executive Directors will be formed to advise the independent shareholders on the terms of the Fuel Framework Agreements. The Company will appoint an independent financial advisor to advise the independent board committee of the Company and the independent shareholders on the terms of the Fuel Framework Agreements. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "associate(s)" has the meaning ascribed to it under the Listing Rules "Annual Shipping Framework the "Framework Agreement in Relation to Agreement" Transportation Business", dated 6 February 2012, entered into between Shipping Company and Beijing Datang Fuel Company "Beijing Datang Fuel Company" Beijing Datang Fuel Company Limited, a wholly-owned subsidiary of the Company, details of which are set out in the section headed "Information on the Parties to the Agreements" "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 which, together with its subsidiaries, own approximately 34.71% of the issued share capital of the Company as at the date of this announcement "Chaozhou Power Generation Guangdong Datang International Chaozhou Company" Power Generation Company Limited, a subsidiary of the Company, details of which are set out in the section entitled "Information on the Parties to the Agreements" "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 meaning ascribed to it under the Listing Rules "connected transaction(s)" has the meaning ascribed to it under the Listing Rules "Directors" the director(s) of the Company "Fuel Framework Agreements" the Fuel Purchase Framework Agreement, the Inner Mongolia Fuel Purchase Framework Agreements, the Hong Kong-Beijing Fuel Sale Framework Agreement and the Hong Kong-Power Plants Fuel Sale Framework Agreement "Fuel Purchase Framework the agreement dated 6 February 2012 entered Agreement" into between the Company and Beijing Datang Fuel Company "Hong Kong-Beijing Fuel Sale the "Coal Sale and Purchase Framework Framework Agreement" Agreement" dated 6 February 2012 entered into between the Hong Kong Company and Beijing Datang Fuel Company "Hong Kong Company" Datang International (Hong Kong) Limited, a subsidiary of the Company, details of which are set out in the section entitled "Information on the Parties to the Agreements" "Hong Kong-Power Plants Fuel the "Coal Sale and Purchase Framework Sale Framework Agreement" Agreement" dated 6 February 2012 entered into between each of the Hong Kong Company and the Company "Inner Mongolia Fuel Company" Inner Mongolia Electric Power Fuel Company Ltd., a wholly-owned subsidiary of Beijing Datang Fuel Company Limited, details of which are set out in the section entitled "Information on the Parties to the Agreements" "Inner Mongolia Fuel Purchase the eight Inner Mongolia fuel purchase Framework Agreements" framework agreements dated 6 February 2012 entered into respectively between six subsidiaries of the Company and Inner Mongolia Fuel Company "Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange "Lvsigang Power Generation Jiangsu Datang International Lvsigang Power Company" Generation Company Limited, a subsidiary of the Company, details of which are set out in the section entitled "Information on the Parties to the Agreements" "PRC" the People's Republic of China "Renewable Resources Company" Inner Mongolia Datang International Renewable Energy Development Company Limited, a controlling subsidiary of the Company "RMB" Renminbi, the lawful currency of the PRC "Shipping Company" Jiangsu Datang Shipping Company Limited, a subsidiary of the Company, details of which are set out in the section entitled "Information on the Parties to the Agreements" "six subsidiaries of the the six companies of the Company, namely Company" Yungang Thermal Power Company, Zhang Jia Kou Power Plant, Tuoketuo Power Generation Company, Tuoketuo No.2 Power Generation Company, Hohhot Thermal Power Company and Renewable Resources Company "Tuoketuo Power Generation Inner Mongolia Datang International Tuoketuo Company" Power Generation Company Limited, a subsidiary of the Company "Tuoketuo No.2 Power Inner Mongolia Datang International Tuoketuo Generation Company" No.2 Power Generation Company Limited, a subsidiary of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Yungang Thermal Power Shanxi Datang International Yungang Thermal Company" Power Company Limited, a subsidiary of the Company Zhang Jia Kou Power Plant Datang International Power Generation Co. Ltd. Zhang Jia Kou Power Plant, the power plant directly managed and owned by the Company "%" percent Note: Unless otherwise specified and for reference only, the conversion of US dollars into Renminbi is based on the exchange rate of USD1= RMB6.23 in this announcement. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 6 February 2013 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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