Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this announcement, make no representation as to its accuracy or completeness andexpressly disclaim any liability 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 CONTINUING CONNECTED TRANSACTIONS SALE AND PURCHASE AGREEMENT OF CHEMICAL PRODUCTS AND MATERIALS On 25 April 2014, Energy and Chemical Marketing Company, a wholly-owned subsidiary of the Company,entered into the Sale and Purchase Agreement of Chemical Products and Materials with certainsubsidiaries of the Company (details of which please refer to the Announcement). Pursuant to theagreement, upon expiration of the term of the agreement on 31 December 2014 where no change is tobe made by the parties to the terms of the agreement and subject to re-compliance with applicablereporting, announcement and independent Shareholders' approval requirements (as the case maybe)under Chapter 14A of the Listing Rules, it shall be extended for one year automatically. On 19December 2014, the Company convened the sixteenth meeting of the eighth session of the Board wherethe "Resolution on Continuing Connected Transactions of the Company's Sales and Purchase of CoalChemical Products for 2015" was considered and approved. Since no change to the terms and conditionsof the agreement is to be made by the parties, the parties agreed to extend the term of the Sale andPurchase Agreement of Chemical Products and Materials for the implementation of continuing connectedtransactions for a further term of one year as set out below: 1. Purchase of natural gas and Chemical Products by Energy and Chemical Marketing Company from, and sale of Chemical Materials by Energy and Chemical Marketing Company to, Keqi Coal-based Gas Company (1) Energy and Chemical Marketing Company extended the term of the Framework Agreement of Sale of Natural Gas with Keqi Coal-based Gas Company, pursuant to which, Energy and Chemical Marketing Company agreed to purchase natural gas from Keqi Coal-based Gas Company with an annual cap for transaction amount of approximately RMB4.029 billion for a term commencing from 1 January 2015 to 31 December 2015. (2) Energy and Chemical Marketing Company extended the term of the Sale and Purchase Contract of Chemical Products (Keqi) with Keqi Coal-based Gas Company; pursuant to which, Energy and Chemical Marketing Company agreed to purchase Chemical Products from Keqi Coal-based Gas Company with an annual cap for transaction amount of approximately RMB623 million for a term commencing from 1 January 2015 to 31 December 2015. (3) Energy and Chemical Marketing Company extended the term of the Procurement Contract of Chemical Products (Keqi) with Keqi Coal-based Gas Company; pursuant to which, Energy and Chemical Marketing Company agreed to sell Chemical Materials to Keqi Coal-based Gas Company with an annual cap for transaction amount of approximately RMB135 million for a term commencing from 1 January 2015 to 31 December 2015. 2. Purchase of Chemical Products by Energy and Chemical Marketing Company from, and sale of Chemical Materials by Energy and Chemical Marketing Company to, Duolun Coal Chemical Company Energy and Chemical Marketing Company extended the term of the Sale and Purchase Contract of ChemicalProducts (Duolun) with Duolun Coal Chemical Company, pursuant to which, (i) Energy and ChemicalMarketing Company agreed to purchase Chemical Products from Duolun Coal Chemical Company with an annualcap for transaction amount of approximately RMB4.147 billion for a term commencing from 1 January 2015to 31 December 2015; (ii) Energy and Chemical Marketing Company agreed to sell Chemical Materials toDuolun Coal Chemical Company with an annual cap for transaction amount of approximately RMB1.16 billionfor a term commencing from 1 January 2015 to 31 December 2015. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controlling Shareholder of the Company, which togetherwith its subsidiaries holds approximately 34.71% of the issued share capital of the Company. Since CDCholds 10% or more of the equity interests in each of Keqi Coal-based Gas Company and Duolun Coal ChemicalCompany, which are subsidiaries of the Company, such subsidiaries are therefore connected persons of theCompany. The transactions under the Sale and Purchase Agreement of Chemical Products and Materialsconstitute 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 natural gas and Chemical Products under theFramework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi);and (ii) one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules)in respect of the transaction amount for purchase of Chemical Products under the Sale and Purchase Contractof Chemical Products (Duolun) are all higher than 5%, the transactions contemplated in (i) and (ii) aresubject to the reporting and announcement requirements, as well as the independent Shareholders' approvalrequirements under Chapter 14A of the Listing Rules. Since all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respectof the transaction amount for the sale of Chemical Materials under each of the Procurement Contract ofChemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) is higher than0.1% but lower than 5%, the transactions for the sale of Chemical Materials under above-mentioned contractscontemplated thereunder are subject to the reporting and announcement requirements, but are exempted fromthe independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details of the above transactions in the next annual report andaccounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of theListing Rules. A circular containing details of the purchase of natural gas and Chemical Products underthe Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi)and the Sale and Purchase Contract of Chemical Products (Duolun), a letter from the independent boardcommittee of the Company and a letter from the independent financial advisor, both advising the terms ofthe purchase of natural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas,the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of ChemicalProducts (Duolun), will be dispatched to Shareholders on or before 16 January 2015. BACKGROUND On 25 April 2014, Energy and Chemical Marketing Company, a wholly-owned subsidiary of the Company, enteredinto the Sale and Purchase Agreement of Chemical Products and Materials with certain subsidiaries of theCompany (details of which please refer to the Announcement). Pursuant to the agreement, upon expiration ofthe term of the agreement on 31 December 2014 where no change is to be made by the parties to the terms ofthe agreement and subject to re-compliance with applicable reporting, announcement and independentShareholders' requirements (as the case maybe) under Chapter 14A of the Listing Rules, it shall beextended for one year automatically. On 19 December 2014, the Company convened the sixteenth meeting ofthe eighth session of the Board where the "Resolution on Continuing Connected Transactions of the Company'sSales and Purchase of Coal Chemical Products for 2015" was considered and approved. Since no change to theterms and conditions of the agreement is to be made by the parties, the parties agreed to extend the term ofthe Sale and Purchase Agreement of Chemical Products and Materials for the implementation of continuingconnected transactions for a further term of one year commencing from 1 January 2015 to 31 December 2015. PURCHASE OF NATURAL GAS AND CHEMICAL PRODUCTS FROM KEQI COAL-BASED GAS COMPANY BY ENERGY AND CHEMICALMARKETING COMPANY 1. Framework Agreement of Sale of Natural Gas Agreement Date 25 April 2014 Parties to Agreement Energy and Chemical Marketing Company and Keqi Coal-based Gas Company Major terms Subject Matter: Energy and Chemical Marketing Company agreed to purchase natural gas produced by Keqi Coal-based Gas Company within the term of the agreement. Extended Term: From 1 January 2015 to 31 December 2015. The other major terms of the agreement were set out in the Announcement. Annual Cap The annual cap of transactions under the Framework Agreement of Sale of Natural Gas for the year ending 31 December 2015 is expected to be approximately RMB4.029 billion which is based on: (i) the volume of natural gas expected to be produced and sold by Keqi Coal-based Gas Company to Energy and Chemical Marketing Company for the year ending 31 December 2015; and (ii) the price of natural gas as provided in the agreement. Based on the anticipated production capacity of natural gas of Keqi Coal-based Gas Company for the year ending 31 December 2015, estimated market demand and the negotiation between both parties, it is expected that the annual cap for the year ending 31 December 2015 would materially increase as compared with the historical transaction amount. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the transaction amount of purchase of natural gas by Energy and Chemical Marketing Company from Keqi Coal-based Gas Company was RMB802 million. For the year ended 31 December 2013, the transaction amount of purchase of natural gas by Energy and Chemical Marketing Company from Keqi Coal-based Gas Company was below the de minimis threshold under Chapter 14A of the Listing Rules. For the year ended 31 December 2012, no natural gas was purchased by Energy and Chemical Marketing Company from Keqi Coal-based Gas Company. 2. Sale and Purchase Contract of Chemical Products (Keqi) Agreement Date 25 April 2014 Parties to Agreement Energy and Chemical Marketing Company and Keqi Coal-based Gas Company Major terms Subject Matter: Energy and Chemical Marketing Company agreed to purchase Chemical Products produced by Keqi Coal-based Gas Company within the term of the agreement. Extended Term: From 1 January 2015 to 31 December 2015. The other major terms of the agreement were set out in the Announcement. Annual Cap The annual cap of transactions under the Sale and Purchase Contract of Chemical Products (Keqi) for the year ending 31 December 2015 is expected to be approximately RMB623 million which is based on: (i) the volume of Chemical Products expected to be produced and sold by Keqi Coal-based Gas Company to Energy and Chemical Marketing Company for the year ending 31 December 2015; and (ii) the expected price of Chemical Products. Based on the anticipated production capacity of Chemical Products of Keqi Coal-based Gas Company for the year ending 31 December 2015, estimated market demand and the negotiation between both parties, it is expected that the annual cap for the year ending 31 December 2015 would materially increase as compared with the historical transaction amount. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the transaction amount for the purchase of Chemical Products by Energy and Chemical Marketing Company from Keqi Coal-based Gas Company was RMB150 million. For the year ended 31 December 2013, the transaction amount for the purchase of Chemical Products by Energy and Chemical Marketing Company from Keqi Coal-based Gas Company was below the de minimis threshold under Chapter 14A of the Listing Rules. No transaction in respect of purchase of Chemical Products has been made between Energy and Chemical Marketing Company and Keqi Coal-based Gas Company for the year ended 31 December 2012. SALE OF CHEMICAL MATERIALS BY ENERGY AND CHEMICAL MARKETING COMPANY TO KEQI COAL-BASED GAS COMPANY Procurement Contract of Chemical Products (Keqi) Agreement Date 25 April 2014 Parties to Agreement Energy and Chemical Marketing Company and Keqi Coal-based Gas Company Major terms Subject Matter: Energy and Chemical Marketing Company agreed to sell Chemical Materials to KeqiCoal-based Gas Company during the term of the contract During the term of the contract, based on their actual needs, Keqi Coal-based Gas Company will fromtime to time send letters to Energy and Chemical Marketing Company to set out the specific requirementsof Chemical Materials. Pursuant to the requirements, Energy and Chemical Marketing Company will sign thecontracts with the supplier company after price inquiry ("Specific Procurement Contracts"). Extended Term: From 1 January 2015 to 31 December 2015. The other major terms of the agreement were set out in the Announcement. Annual Cap It is expected that the maximum transaction amount in respect of the Procurement Contract of ChemicalProducts (Keqi) for the year ending 31 December 2015 is RMB135 million; such amount is determined withreference to (i) the anticipated volume of the delegate procurement of Chemical Materials by Energyand Chemical Marketing Company for Keqi Coal-based Gas Company for the year ending 31 December 2015;and (ii) the estimated price of Chemical Materials. Based on the anticipated demand of Chemical Materials by Keqi Coal-based Gas Company for the yearending 31 December 2015 and the negotiation between both parties, it is expected that the annualcap for the year ending 31 December 2015 would materially increase as compared with the historicaltransaction amount. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the transaction amount for the sale of Chemical Materialsby Energy and Chemical Marketing Company to Keqi Coal-based Gas Company was below the de minimisthreshold under Chapter 14A of the Listing Rules. No transaction in respect of sale of Chemical Material has been made between Energy and ChemicalMarketing Company and Keqi Coal-based Gas Company for the year ended 31 December 2013 and the yearended 31 December 2012. PURCHASE OF CHEMICAL PRODUCTS BY ENERGY AND CHEMICAL MARKETING COMPANY FROM, AND SALE OF CHEMICALMATERIALS BY ENERGY AND CHEMICAL MARKETING COMPANY TO, DUOLUN COAL CHEMICAL COMPANY Sale and Purchase Contract of Chemical Products (Duolun) Agreement Date 25 April 2014 Parties to Agreement Energy and Chemical Marketing Company and Duolun Coal Chemical Company Major terms Subject Matter: (i) Energy and Chemical Marketing Company agreed to purchase Chemical Products from Duolun Coal Chemical Company during the term of contract. (ii) Energy and Chemical Marketing Company agreed to sell Chemical Materials to Duolun Coal Chemical Company during the term of contract. During the term of the contract, based on their actual needs, Duolun Coal Chemical Company will fromtime to time send letters to Energy and Chemical Marketing Company to set out the specific requirementsof Chemical Materials. Pursuant to the requirements, Energy and Chemical Marketing Company will sign thecontracts with the supplier company after price inquiry. Extended Term: From 1 January 2015 to 31 December 2015. The other major terms of the agreement were set out in the Announcement. Annual Cap It is expected that the maximum transaction amount in respect of purchase of Chemical Productsand sale of Chemical Materials, both under the Sale and Purchase Contract of Chemical Products(Duolun), for the year ending 31 December 2015 is approximately RMB4.147 billion and RMB1.16 billionrespectively; such amount is determined with reference to (i) the anticipated volume of ChemicalProducts to be produced and purchased by Energy and Chemical Marketing Company from Duolun CoalChemical Company; (ii) the anticipated volume of the delegate procurement of Chemical Materials byEnergy and Chemical Marketing Company for, and the anticipated volume of production of, Duolun CoalChemical Company for the year ending 31 December 2015; and (iii) the estimated price of ChemicalProducts and Chemical Materials. Based on the production capacity of Chemical Products of Duolun Coal Chemical Company for the yearending 31 December 2015, the demand for Chemical Materials and the negotiation between both parties,it is expected that the annual cap for the year ending 31 December 2015 would materially increaseas compared with the historical transaction amount. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the transaction amount for the purchase of Chemical Productsby Energy and Chemical Marketing Company from Duolun Coal Chemical Company and was RMB1.28 billion;no sale of Chemical Materials were made by Energy and Chemical Marketing Company to Duolun CoalChemical Company. No purchase of Chemical Products and no sale of Chemical Materials were made by Energy and ChemicalMarketing Company with Duolun Coal Chemical Company for the year ended 31 December 2013 and the yearended 31 December 2012. PROCEDURES FOR DETERMINATION OF PRICING POLICY The transaction prices of relevant products under the Sale and Purchase Agreement of ChemicalProducts and Materials would continue to be determined by the procedures for determination ofpricing policy in 2014. For details, please refer to the Announcement. REASONS FOR AND BENEFITS OF EXTENDING THE TERM OF THE SALE AND PURCHASE AGREEMENT OF CHEMICALPRODUCTS AND MATERIALS The extension of the term of the Sale and Purchase Agreement of Chemical Products and Materialswas mainly in consideration that the sale of Chemical Materials to and the purchase of naturalgas and Chemical Products by Energy and Chemical Marketing Company to and from Keqi Coal-basedGas Company and Duolun Coal Chemical Company could secure stable material supply and productsales channels for the chemical enterprises under the Company as well as better guarantee thesustainability of ordinary safe production and operation. The Directors (including the views of the independent non-executive Directors) are still of theview that the terms in respect of the sale of Chemical Materials under the Procurement Contractof Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) arefair and reasonable, have been entered into after arm's length negotiation between all partiesthereto and determined on normal commercial terms, and are in the best interests of the Companyand its Shareholders as a whole. The Directors (excluding the views of the independent non-executive Directors, whose views willbe contained in the circular to be despatched to the Shareholders after considering the views ofindependent financial adviser) are still of the view that the terms in respect of the purchase ofnatural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas, the Saleand Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of ChemicaProducts (Duolun), are fair and reasonable, have been entered into after arm's length negotiationbetween all parties thereto and determined on normal commercial terms, and are in the best interestsof the Company and its Shareholders as a whole. None of the Directors has material interest in the transactions under Sale and Purchase Agreement ofChemical Products and Materials. In accordance with the requirements of the Listing Rules of the ShanghaiStock Exchange, those connected Directors, including Chen Jinhang, Hu Shengmu and Liang Yongpan, haveabstained from voting at the Board meeting for approval of the above-mentioned transactions; ConnectedDirector Mr. Yang Wenchun has abstained from voting at the Board meeting for entering into the Sale andPurchase Contract of Chemical Products (Keqi), Procurement Contract of Chemical Products (Keqi) and theFramework Agreement of Sale of Natural Gas and the transactions contemplated thereunder. 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, maintenance and tuning of power equipment and power related technical services. The Company's main service areas are n the PRC. 2. CDC was established on 9 March 2003 with a registered capital of RMB18.109 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. 3. Energy and Chemical Marketing Company is a wholly-owned subsidiary of Datang Energy and Chemical Company Limited which is also a wholly-owned subsidiary of the Company. It was duly established in May 2009 with a registered capital of RMB50 million. Energy and Chemical Marketing Company is mainly engaged in the import and export of organic and inorganic chemical products and products and technologies under dealership and developed in-house. 4. Duolun Coal Chemical Company was duly incorporated on 19 August 2009 with a registered capital of RMB4,050 million. Duolun Coal Chemical Company is principally responsible for the construction and operation of the coal-based olefin project with an annual output of 460,000 tonnes. The shareholding structure of Duolun Coal Chemical Company is as follow: Datang Energy and Chemical Company Limited, a wholly-owned subsidiary of the Company, holds 60% of its equity interests, and CDC holds 40% of its equity interests. 5. Keqi Coal-based Gas Company was duly incorporated on 10 December 2010 with a registered capital of RMB5,090.974 million. It is mainly responsible for the production and sale of coal-based gas, tar, naphtha, crude phenol, sulphur and thiamine, technical consultation of coal-based chemicals and equipment inspection. The shareholding structure of Keqi Coal-based Gas Company is as follow: Datang Energy and Chemical Company Limited, a wholly-owned subsidiary of the Company, Beijing Gas Group Co., Ltd., CDC and Tianjin Jinneng Investment Company, holds 51%, 34%, 10% and 5% of its equity interests, respectively. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together withits subsidiaries holds approximately 34.71% of the issued share capital of the Company. Since CDC holds 10%or more of the equity interests in each of Keqi Coal-based Gas Company and Duolun Coal Chemical Company,which are subsidiaries of the Company, such subsidiaries are therefore connected persons of the Company.The transactions under the Sale and Purchase Agreement of Chemical Products and Materials constitutecontinuing 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 natural gas and Chemical Products under theFramework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi);and (ii) one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules)in respect of the transaction amount for purchase of Chemical Products under the Sale and Purchase Contractof Chemical Products (Duolun) are all higher than 5%, the transactions contemplated in (i) and (ii) aresubject to the reporting and announcement requirements, as well as the independent Shareholders' approvalrequirements under Chapter 14A of the Listing Rules. Since all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect ofthe transaction amount for the sale of Chemical Materials under each of the Procurement Contract of ChemicalProducts (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) are higher than 0.1% butlower than 5%, the contracts above-mentioned and the transactions contemplated thereunder are subject to thereporting and announcement requirements, but are exempted from the independent Shareholders' approvalrequirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details of the above transactions in the next annual report and accountsof the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules.A circular containing details of the purchase of natural gas and Chemical Products under the FrameworkAgreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Saleand Purchase Contract of Chemical Products (Duolun), a letter from the independent board committee of theCompany and a letter from the independent financial advisor, both advising the terms of the purchase ofnatural gas or Chemical Products under the Framework Agreement of Sale of Natural Gas, the Sale and PurchaseContract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun), willbe dispatched to Shareholders on or before 16 January 2015. Any Shareholder with a material interest in the transactions and its associates will abstain from voting atthe General Meeting to be held by the Company, to, among others, consider and approve the purchase of naturalgas and Chemical Products under the Framework Agreement of Sale of Natural Gas, the Sale and PurchaseContract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun). As at the date of this announcement, CDC together with its subsidiaries holds approximately 34.71% of theissued share capital of the Company. Since CDC holds certain equity interests in Keqi Coal-based Gas Companyand Duolun Coal Chemical Company. Therefore, CDC and its associates shall abstain from voting at the GeneralMeeting to approve the purchase of natural gas and Chemical Products under the Framework Agreement of Sale ofNatural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract ofChemical Products (Duolun) in accordance with the requirements of the Listing Rule. As at the date of this announcement, Tianjin Jinneng Investment Company holds 9.74% of the issued share capitalof the Company and 5% equity interest in Keqi Coal-based Gas Company. Therefore, Tianjin Jinneng InvestmentCompany, as a connected Shareholder that has interest in the relevant transactions, shall abstain from votingat the General Meeting to approve the purchase of natural gas and Chemical Products under the FrameworkAgreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi) in accordancewith the requirements of the Listing Rules. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR An independent board committee comprising the independent non-executive Directors will be formed to advise theindependent shareholders on the terms of the purchase of natural gas and Chemical Products under the FrameworkAgreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale andPurchase Contract of Chemical Products (Duolun). The Company will appoint an independent financial advisor to advise the independent board committee of theCompany and the independent shareholders on the terms of the purchase of natural gas and Chemical Productsunder the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products(Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun). DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the followingmeanings: "A Shares" the domestic ordinary shares of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange "Announcement" the continuing connected transaction announcement of the Company dated 25 April 2014 "associate(s)" has the meaning ascribed to it under the Listing Rules "Board" the board of Directors "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and the controlling Shareholder of the Company; as at the date of this announcement, CDC, together with its subsidiaries, own approximately 34.71% of the issued share capital of the Company "Chemical chemical materials to be purchased by Keqi Coal-based Gas Company andMaterials" Duolun Coal Chemical Company for production activities from Energy and Chemical Marketing Company under the Procurement Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun), including liquid ammonia, diisopropyl ether, sodium hydroxide, ethanol- propylene and etc. "Chemical chemical products to be manufactured and sold to Energy and Chemical MarketingProducts" Company by Keqi Coal-based Gas Company and Duolun Coal Chemical Company under the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun), including coal tar, mixed benzene, polypropylene, propylene, ethanol, LPG, BTX aromatics and etc. "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 Hong Kong Stock Exchange and the London Stock Exchange and whose A Shares are listed on the Shanghai Stock Exchange "connected has the meaning ascribed to it under the Listing Rulesperson(s)" "connected has the meaning ascribed to it under the Listing Rulestransaction(s)" "Directors" the director(s) of the Company "Duolun Coal Datang Inner Mongolia Duolun Coal Chemical Company Limited, a subsidiary of the Company,Chemical Company" details of which are set out in the section headed "Information on the Parties to the Agreements" "Energy and Datang Energy and Chemical Marketing Company Limited, a wholly-owned subsidiaryChemical of the Company, details of which are set out in the section headed "Information onMarketing Company" the Parties to the Agreements" "Framework the framework agreement of sale of natural gas entered into between EnergyAgreement of and Chemical Marketing Company and Keqi Coal-based Gas Company on 25 April 2014Sale ofNatural Gas" "General Meeting" the general meeting of the Company to be held for the consideration and approval of, amongst others, the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) "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 of Hong Kong and the London Stock Exchange "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Keqi Coal-based Inner Mongolia Datang International Keshiketeng Coal-based Gas Company Limited,Gas Company" a subsidiary of the Company, details of which are set out in the section headed "Information on the Parties to the Agreements" "Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange "PRC" the People's Republic of China "Procurement the Procurement Contract of Chemical Products entered into between Energy andContract of Chemical Marketing Company and Keqi Coal-based Gas Company on 25 April 2014ChemicalProducts (Keqi)" "RMB" Renminbi, the lawful currency of the PRC "Sale and the Framework Agreement of Sale of Natural Gas, the Sale and Purchase ContractPurchase of Chemical Products (Keqi), the Procurement Contract of Chemical Products (Keqi)Agreement of and the Sale and Purchase Contract of Chemical Products (Duolun)ChemicalProducts andMaterials" "Sale and the Sale and Purchase Contract of Chemical Products entered into between EnergyPurchase and Chemical Marketing Company and Duolun Coal Chemical Company on 25 April 2014Contract ofChemical Products(Duolun)" "Sale and the Sale and Purchase Contract of Chemical Products entered into between Energy andPurchase Contract Chemical Marketing Company and Keqi Coal-based Gas Company on 25 April 2014of ChemicalProducts (Keqi)" "Shareholder(s)" the holder(s) of Share(s) of the Company "Shares" the issued 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 "%" percent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 23 December 2014 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, 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