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Connected Transaction

11th Apr 2013 15:08

DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected Transaction

DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected Transaction

PR Newswire

London, April 11

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance uponthe 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 EP Contract

On 11 April 2013, Fuxin Coal-to-gas Company entered into the EP contract withDatang Technology Company, pursuant to which Datang Technology Company shallprovide the design and supply of equipment of organic biochemical wastewatertreatment processing plant as well as guidance on installation, testing andrelevant technical services to Fuxin Coal-to-gas Company. The total contractamount is RMB108 million.

Listing Rules Implications

As at the date of this announcement, CDC is the controlling Shareholder of theCompany, which together with its subsidiaries hold approximately 34.71% of theissued share capital of the Company. Datang Technology Company is a subsidiaryof CDC, therefore Datang Technology Company is a connected person of theCompany. The transaction contemplated under the EP Contract constitutes aconnected transaction of the Company.

As one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) in respect of the transaction under the EPContract is more than 0.1% but less than 5%, the transaction contemplatedunder the EP Contract is only subject to the reporting and announcementrequirements under Chapter 14A of the Listing Rules and does not requirethe approval by the independent Shareholders of the Company.

EP CONTRACT Date: 11 April 2013 Parties:

(i) Fuxin Coal-to-gas Company ("Party A")

(ii) Datang Technology Company ("Party B")

Major particulars of the contract:

1. Subject matter: Datang Technology Company shall provide the design and supply of equipment of organic biochemical wastewater treatment processing plant as well as guidance on installation, testing and relevant technical services to Fuxin Coal-to-gas Company. 2. Consideration: The consideration amounted to the total sum of RMB108 million, which includes all the expenses related to the contract on design, supply of equipment, installation guidance, testing and relevant technical services. 3. Settlement and payment: 1) Within 14 days from the effective date of the contract and upon Party A receiving (i) an irrevocable performance bond guarantee with Party A as the beneficiary issued by Party B's deposit bank in the amount equivalent to 10% of the contract price; and (ii) a financial receipt in the amount equivalent to 10% of the contract price, Party A shall pay 10% of the contract price, i.e., RMB10.8 million, to Party B within one month. 2) Party A shall pay 30% of the contract price, i.e., RMB32.40 million, to Party B within a month after major raw materials are delivered to Party A's factory and upon Party A receiving (i) proof of the arrival of the major raw materials confirmed by Party A and the supervisory work unit; and (ii) a financial receipt in the amount equivalent to 30% of the contract price. 3) Party A shall pay 20% of the contract price, i.e., RMB21.60 million, to Party B within a month after the delivery and inspection of the equipment as up to standard and upon Party A receiving a financial receipt equivalent to the amount of 20% of the contract price. 4) Party A shall pay 30% of the contract price, i.e., RMB32.40 million, to Party B within a month after the equipment is installed and passes a test run, and upon Party A receiving (i) a financial receipt equivalent to the amount of 30% of the contract price; and (ii) a special invoice for the value-added tax on 100% of the contract price. 5) 10% of the contract price, i.e., RMB10.8 million, shall be a security deposit for the quality of the equipment. Within 2 months after the expiration of the warranty period and after the completion of the final check-and-acceptance, and upon Party B verifying the relevant documents provided by Party A to be correct, Party A shall pay the security deposit in one lump sum to Party B. 4. The EP Contract shall become effective when it is duly signed by the parties.

REASONS FOR AND BENEFITS OF ENTERING INTO THE EP CONTRACT

Fuxin Coal-to-gas Company had invited public tender for the organic biochemicalwastewater treatment processing plant project. After considering various factors,including the technical experiences, professional qualification, businessreputation, project management skills, consideration amount and other relevantfactors of all the tenderers, Datang Technology Company was selected as theservice provider of this project. The tender was fair in the whole course andcomplied with the PRC laws and regulations and the relevant requirements of theCompany.

Datang Technology Company has sufficient qualification with expertise in theorganic biochemical wastewater treatment processing plant project. The Companyconsiders that it will be capable to ensure the organic biochemical wastewatertreatment processing project to be carried out smoothly.

Directors (including independent non-executive Directors) are of the view thatthe transaction was completed by way of public tender; the relevant terms of theEP Contract are fair and reasonable and conducted on normal commercial terms andin the ordinary course of business of the Company and is in the interests of theshareholders of the Company as a whole.

BOARD'S APPROVAL

None of the Directors has material interest in the transaction thereunder the EPContract. Connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai,have abstained from voting at the Board meeting for the approval of the relevantresolution pursuant to the listing rules of the Shanghai Stock Exchange.

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 being in the PRC.

2. Fuxin Coal-to-gas Company, a subsidiary of the Company, is principally engaged

in coal processing, and the production and sales of coal chemical products. The equity structure of the company is: Datang Energy and Chemical Co., Ltd., a wholly-owned subsidiary of the Company, holds 90% equity interest, CDC holds 10% equity interest.

3. CDC was established on 9 March 2003 with registered capital of RMB15,394

million and 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.

4. Datang Technology Company is a subsidiary of CDC. Its scope of operation

includes development, service and consulting of environmental technology, development, manufacture and sales of environmental equipment and operation of environmental pollution control facilities. China Datang Corporation Environmental Technologies Engineering Co., Ltd. a wholly-owned subsidiary of CDC, holds a 51% equity interest in Datang Technology Company.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC is the controlling Shareholder of theCompany, which together with its subsidiaries hold approximately 34.71% of theissued share capital of the Company. Datang Technology Company is a subsidiary ofCDC, therefore Datang Technology Company is a connected person of the Company.The transaction contemplated under the EP Contract constitutes a connectedtransaction of the Company.

As one or more of the applicable percentage ratios (as defined under Rule 14.07of the Listing Rules) in respect of the transaction under the EP Contract ismore than 0.1% but less than 5%, the transaction contemplated under the EPContract is only subject to the reporting and announcement requirements underChapter 14A of the Listing Rules and does not require the approval by theindependent Shareholders of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the followingexpressions 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 a controlling shareholder of the Company. CDC and its subsidiaries own approximately 34.71% of the issued share capital of the Company as at the date of this announcement "Datang Technology Company" China Datang Technologies and Engineering Co., Ltd., a subsidiary of CDC. For more information, please refer to the section headed "INFORMATION OF THE PARTIES" "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 transaction" has the meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company "the EP Contract" the Organic Biological Wastewater Treatment Processing Plat EP Contract dated 11 April 2013 entered into between Fuxin Coal-to-gas Company and Datang Technology Company "Fuxin Coal-to-gas Company" Liaoning Datang International Fuxin Coal-to -gas Company Ltd, a subsidiary of the Company. For more information, please refer to the section headed "INFORMATION OF THE PARTIES" "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 "Stock Exchange" The Stock Exchange of Hong Kong Limited "%" percentage By Order of the Board Zhou Gang Secretary to the Board

Beijing, the PRC, 11 April 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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