Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this announcement, make no representation as to itsaccuracy or completeness and expressly disclaim any liability whatsoever for any losshowsoever 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 FUEL FRAMEWORK AGREEMENTS On 23 December 2014, the Company and certain of its subsidiaries entered into the FuelFramework Agreements with certain connected persons to carry out the following continuingconnected 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 (Beijing) 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 RMB21,289 million for a term of one year commencing from 1 January 2015 to 31 December 2015. (2) The Company entered into the Fuel Purchase Framework Agreement (Inner Mongolia) with Inner Mongolia Fuel Company, pursuant to which the Company and certain of its subsidiaries agreed to purchase coal from Inner Mongolia Fuel Company with a maximum aggregate annual transaction amount of approximately RMB5,228 million for a term of one year commencing from 1 January 2015 to 31 December 2015. 2. Sale of coal by Hong Kong Company to certain subsidiaries of the Company (1) Hong Kong Company entered into the Fuel Sale Framework Agreement (Hong Kong-Beijing) 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 USD110 million, equivalent to approximately RMB682 million for a term of one year commencing from 1 January 2015 to 31 December 2015. (2) Hong Kong Company entered into the Fuel Sale Framework Agreement (Hong Kong-Power Plants) 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 USD302.5 million, equivalent to approximately RMB1,875.5 million, for a term of one year commencing from 1 January 2015 to 31 December 2015. ANNUAL SHIPPING FRAMEWORK AGREEMENT Shipping Company, a subsidiary of the Company, entered into the Annual Shipping FrameworkAgreement with Beijing Datang Fuel Company, pursuant to which Shipping Company agreed toprovide coal transportation service to Beijing Datang Fuel Company with a maximum aggregateannual transaction amount of approximately RMB50 million for a term of one year commencingfrom 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, whichtogether with its subsidiaries hold approximately 34.71% of the issued share capital of theCompany. Since CDC and its subsidiaries directly or indirectly hold certain equity interestsin Beijing Datang Fuel Company, Inner Mongolia Fuel Company, Lvsigang Power GenerationCompany and Chaozhou Power Generation Company, which are subsidiaries of the Company, suchsubsidiaries are connected persons of the Company. The transactions contemplated under theFuel Framework Agreements and the Annual Shipping Framework Agreement constitute continuingconnected transactions of the Company. Since one or more of the applicable percentage ratios (as defined under Rule14.07 of theListing Rules) in respect of the aggregated transaction amount for purchase of coal under theFuel Purchase Framework Agreement (Beijing) and the Fuel Purchase Framework Agreement (InnerMongolia) are higher than 5%, the Fuel Purchase Framework Agreement (Beijing) and the FuelPurchase Framework Agreement (Inner Mongolia) and the transactions contemplated thereunderare subject to the reporting and announcement requirements, as well as the independentshareholders' approval requirements under Chapter 14A of the Listing Rules. Since all of the applicable percentage ratios (as defined under Rule14.07 of the ListingRules) in respect of the transaction amount for sale of coal under each of the Fuel SaleFramework Agreement (Hong Kong-Beijing) and the Fuel Sale Framework Agreement (Hong Kong-Power Plants) are below 5%, the Fuel Sale Framework Agreement (Hong Kong-Beijing) and FuelSale Framework Agreement (Hong Kong-Power Plants) and the transactions contemplatedthereunder are subject to the reporting and announcement requirements, but are exempted fromthe independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Since one of the applicable percentage ratios (as defined under Rule14.07 of the ListingRules) in respect of the transaction amount for sale of coal under the Annual ShippingFramework Agreement is above 0.1% but below 5% while all other applicable percentage ratiosare below 0.1%, the transactions contemplated thereunder are subject to the reporting andannouncement requirements, but are exempted from the independent shareholders' approvalrequirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details in the next annual report and accounts of theCompany in accordance with the relevant requirements as set out in Chapter 14A of the ListingRules. A circular containing details of the Fuel Purchase Framework Agreement (Beijing) andthe Fuel Purchase Framework Agreement (Inner Mongolia), a letter from the independent boardcommittee and a letter from the independent financial advisor, both advising the terms of theFuel Purchase Framework Agreement (Beijing) and the Fuel Purchase Framework Agreement (InnerMongolia), will be dispatched to the Shareholders on or before 16 January 2015. PURCHASE OF COAL FROM BEIJING DATANG FUEL COMPANY AND ITS SUBSIDIARIES BY THE COMPANY AND ITSSUBSIDIARIES 1. Fuel Purchase Framework Agreement (Beijing) Date 23 December 2014 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, and such specific purchase contracts shall be subject to the terms of the Fuel Purchase Framework Agreement (Beijing). (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 2015 to 31 December 2015. (5) The Fuel Purchase Framework Agreement (Beijing) 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 (Beijing) for the year ending 31 December 2015 is RMB21,289 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 2015; and (ii) the estimated market price of coal. According to the anticipated demand for coal for the production of the Company and its subsidiaries for the year ending 31 December 2015, as well as the results of negotiation between the parties, it is expected that the annual cap for the year ending 31 December 2015 is substantially higher than the historical transaction amount. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the transaction amount of purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company was approximately RMB14,856 million. For the year ended 31 December 2013, the transaction amount of purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company was approximately RMB17,485 million. For the year ended 31 December 2012, the transaction amount of purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company was approximately RMB11,252 million. 2. Fuel Purchase Framework Agreement (Inner Mongolia) Date 23 December 2014 Parties The Company, Inner Mongolia Fuel Company Major terms (1) Subject matter: The Company and certain of its subsidiaries 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 certain of subsidiaries of the Company provided that such specific purchase contracts shall be subject to the terms of the Fuel Purchase Framework Agreement (Inner Mongolia). (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 2015 to 31 December 2015. (5) The Fuel Purchase Framework Agreement (Inner Mongolia) 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 Fuel Purchase Framework Agreement (Inner Mongolia) for the year ending 31 December 2015 is RMB5,228 million; such amount is determined with reference to (i) the anticipated quantity of coal to be purchased by certain of subsidiaries of the Company from Inner Mongolia Fuel Company for the year ending 31 December 2015; and (ii) the estimated market price of coal. According to the anticipated demand for coal for the production of certain of subsidiaries of the Company for the year ending 31 December 2015, as well as the results of negotiation between the parties, it is expected that the annual cap for the year ending 31 December 2015 is substantially higher than the historical transaction amount. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the transaction amount of purchase of coal by certain of subsidiaries of the Company from Inner Mongolia Fuel Company was approximately RMB3,248 million. For the year ended 31 December 2013, the transaction amount of purchase of coal by certain of subsidiaries of the Company from Inner Mongolia Fuel Company was approximately RMB4,449 million. For the year ended 31 December 2012, the transaction amount of purchase of coal by certain of subsidiaries of the Company from Inner Mongolia Fuel Company was approximately RMB4,700 million. SALE OF COAL BY HONG KONG COMPANY TO CERTAIN OF SUBSIDIARIES OF THE COMPANY 1. Fuel Sale Framework Agreement (Hong Kong-Beijing) Date 23 December 2014 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 provided that such specific coal sale contracts shall be subject to the terms of the Fuel Sale Framework Agreement (Hong Kong-Beijing). (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 2015 to 31 December 2015. (5) The Fuel Sale Framework Agreement (Hong Kong-Beijing) becomes effective when it is duly signed by both parties. Annual Cap It is expected that the maximum transaction amount in respect of the Fuel Sale Framework Agreement (Hong Kong-Beijing) for the year ending 31 December 2015 is USD110 million, equivalent to approximately RMB682 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 2015; and (ii) the estimated market price of coal. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel Company was approximately RMB850 million. For the year ended 31 December 2013, the transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel Company was approximately RMB680 million. For the year ended 31 December 2012, the transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel Company was approximately RMB299 million. 2. Fuel Sale Framework Agreement (Hong Kong-Power Plants) Date 23 December 2014 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 provided that such specific coal sale contracts shall be subject to the terms of the Fuel Sale Framework Agreement (Hong Kong- Power Plants). (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 2015 to 31 December 2015. (5) The Fuel Sale Framework Agreement (Hong Kong-Power Plants) 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 Fuel Sale FrameworkAgreement (Hong Kong-Power Plants) for the year ending 31 December 2015 is US$302.5million, equivalent to approximately RMB1,875.5 million; such amount is determined withreference to (i) the anticipated quantity of coal to be sold by Hong Kong Company toLvsigang Power Generation Company and Chaozhou Power Generation Company for the yearending 31 December 2015; and (ii) the estimated market price of coal. According to the anticipated demand for coal for the production of Lvsigang PowerGeneration Company and Chaozhou Power Generation Company for the year ending 31 December2015, as well as the results of negotiation between the parties, it is expected that theannual cap for the year ending 31 December 2015 is substantially higher than thehistorical transaction amount. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the transaction amount of coal sale by Hong KongCompany to Chaozhou Power Generation Company was approximately RMB638 million. For the year ended 31 December 2013, the transaction amount of coal sale by Hong KongCompany to Chaozhou Power Generation Company was approximately RMB1,370 million. For the year ended 31 December 2012, the transaction amount of coal sale by Hong KongCompany to Chaozhou Power Generation Company was approximately RMB1,285 million. No transaction was conducted between Hong Kong Company and Lvsigang Power GenerationCompany for the period from 1 January 2014 to 30 November 2014. PROCEDURES FOR DETERMINATION OF COAL PRICING POLICY The consideration for the purchase of coal under the Fuel Framework Agreements is to be determined with reference to the market price of coal and on normal commercial terms on the basis of arm's length negotiation according to prevailing market conditions. The Company has also taken into account the following factors in determination of the consideration: (1) Purchase costs of coal of the Company, including purchase costs of coal, vessel leasing costs, port construction fee, financial costs, insurance expenses, laboratory fee, business tax and other expenses. (2) Professional departments of the Company are responsible for collecting market prices of coal and referring to the market trends of the last three years for determination of pricing. (3) The selling price of the fuel company is determined with reference to the purchase cost of the fuel company, coal consumption of its power generation companies, as well as price trends in the Bohai Sea and international price trends. The Company also negotiates with its power generation companies and determines the coal purchasing price for 2015 after discussion by fuel management team meeting of the Company. PROVISION OF TRANSPORTATION SERVICE TO BEIJING DATANG FUEL COMPANY BY A SUBSIDIARY OF THE COMPANY Annual Shipping Framework Agreement Date 23 December 2014 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 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 2015 to 31 December 2015. (5) Annual Shipping Framework Agreement becomes effective when it is duly signed by all parties. Annual Cap and Pricing Policy It is expected that the maximum transaction amount in respect of the Annual ShippingFramework Agreement for the year ending 31 December 2015 is RMB50 million; such amount isdetermined with reference to (i) the anticipated quantity of coal to be transported byShipping Company for Beijing Datang Fuel Company for the year ending 31 December 2015; and(ii) the estimated market fee of coal transportation. As set out in earlier section of this announcement, the consideration for the provision of the coal transportation service under the Annual Shipping Framework Agreement is to bedetermined on normal commercial terms on the basis of arm's length negotiation according toprevailing market conditions. The Company has also taken into account the following factorsin determination of the consideration: (1) Transportation costs of Shipping Company, including fuel costs, depreciation of vessels, financial costs, rental of the crew, port charges, management fee, cost of moisturising materials, repairing costs, insurance expenses, husbandage, business tax and other expenses. (2) Coal transportation costs in market, which are collected by professional departments of the Company as a reference for determination of pricing. (3) The coal transportation price for 2015 is determined by monthly work meeting and fuel management team meeting of the Company, after considering the transportation cost of Shipping Company, coal transportation demand of Beijing Datang Fuel Company, the historical coal transportation fee between Beijing Datang Fuel Company and Shipping Company, potential price fluctuation and suggestions from professional departments. Based on the demand for coal transportation by Beijing Datang Fuel Company for the year ended31 December 2015 as well as the result of negotiation between the parties, it is expectedthat the annual caps the year ending 31 December 2015 is substantially higher than thehistorical transaction amount. Historical Transaction Amounts From 1 January 2014 to 30 November 2014, the Shipping Company did not conduct any relevantbusiness with Beijing Datang Fuel Company. For the year ended 31 December 2013, the transaction amount of coal transportation byShipping Company to Beijing Datang Fuel Company was approximately RMB2.34 million. For the year ended 31 December 2012, the transaction amount of coal transportation byShipping Company to Beijing Datang Fuel Company was approximately RMB0.85 million. REASONS FOR AND BENEFITS OF ENTERING INTO THE FUEL FRAMEWORK AGREEMENTS AND THE ANNUALSHIPPING FRAMEWORK AGREEMENT The purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company andits subsidiaries is primarily for securing coal supply to the Company and the powergeneration enterprises of its subsidiaries, and fully leveraging the advantages in terms ofsupply and economy-of-scale of purchase of these specialized coal companies, so as tostabilise the market prices of coal to a certain extent, thereby exercising control over thecosts 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 forleveraging on the advantage of the Hong Kong Company in imported coal purchasing, in order toguarantee the coal supply of the subsidiaries of the Company as well as to lower thepurchasing cost of coal, and to increase the business revenue of the Hong Kong Company at thesame time. The reason for the provision of fuel transportation service by Shipping Company to BeijingDatang Fuel Company is that, as the Company and its subsidiaries purchase coal from BeijingDatang Fuel Company and its subsidiaries, Shipping Company can arrange transportation in amore timely and rapid manner according to the fuel demand from power generation enterprisesof the Company so as to ensure fuel supply. The Directors (excluding the views of the independent non-executive Directors whose viewswill be contained in the circular to be dispatched after considering the advice from theindependent financial adviser) are of the view that the terms of the Fuel Purchase FrameworkAgreement (Beijing) and Fuel Purchase Framework Agreement (Inner Mongolia) are fair andreasonable, have been entered into after arm's length negotiation between all parties theretoand determined on normal commercial terms and is in the interests of the Company and theShareholders as a whole. None of the Directors has material interest in the transactionsunder the Fuel Purchase Framework Agreement (Beijing) and Fuel Purchase Framework Agreement(Inner Mongolia). Connected Directors, including Chen Jinhang, Hu Shengmu and Liang Yongpan,have abstained from voting for this resolution at the relevant Board meeting pursuant to thelisting rules of the Shanghai Stock Exchange. The Directors (including the views of the independent non-executive Directors) are of theview that the terms of the Fuel Sale Framework Agreement (Hong Kong-Beijing) and the FuelSale Framework Agreement (Hong Kong-Power Plants) are fair and reasonable, have been enteredinto after arm's length negotiation between all parties thereto and determined on normalcommercial terms and is in the interests of the Company and the Shareholders as a whole. Noneof the Directors has material interest in the Fuel Sale Framework Agreement (Hong Kong-Beijing) and the Fuel Sale Framework Agreement (Hong Kong-Power Plants). Connected Directors,including Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting at the Boardmeeting for approval of the relevant transaction in accordance with the requirements of theListing Rules of the Shanghai Stock Exchange. The Directors (including the views of the independent non-executive Directors) are of theview that the terms of the Annual Shipping Framework Agreement are fair and reasonable, havebeen entered into after arm's length negotiation between all parties thereto and determinedon normal commercial terms and is in the interests of the Company and the Shareholders as awhole. None of the Directors has material interest in the Annual Shipping FrameworkAgreement. Connected Directors, including Chen Jinhang, Hu Shengmu and Liang Yongpan, haveabstained from voting at the Board meeting for approval of the relevant transaction inaccordance 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. CDC was established on 9 March 2003 with registered capital of RMB18.009 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. 3. 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. 4. 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. 5. 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. 6. 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. 7. 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. 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, whichtogether with its subsidiaries directly or indirectly hold approximately 34.71% of the issuedshare capital of the Company. Since CDC and its subsidiaries hold certain equity interests inBeijing Datang Fuel Company, Inner Mongolia Fuel Company, Lvsigang Power Generation Companyand Chaozhou Power Generation Company, which are subsidiaries of the Company, suchsubsidiaries are connected persons of the Company. The transactions contemplated under theFuel Framework Agreements and the Annual Shipping Framework Agreement constitute continuingconnected transactions of the Company. Since one or more of the applicable percentage ratios (as defined under Rule14.07 of theListing Rules) in respect of the aggregated transaction amount for purchase of coal under theFuel Purchase Framework Agreement (Beijing) and the Fuel Purchase Framework Agreement (InnerMongolia) are higher than 5%, the Fuel Purchase Framework Agreement (Beijing), the FuelPurchase Framework Agreement (Inner Mongolia) and the transactions contemplated thereunderare subject to the reporting and announcement requirements, as well as the independentshareholders' approval requirements under Chapter 14A of the Listing Rules. Since all of the applicable percentage ratios (as defined under Rule14.07 of the ListingRules) in respect of the transaction amount for sale of coal under each of the Fuel SaleFramework Agreement (Hong Kong-Beijing) and the Fuel Sale Framework Agreement (Hong Kong-Power Plants) are below 5%, the Fuel Sale Framework Agreement (Hong Kong-Beijing) and FuelSale Framework Agreement (Hong Kong-Power Plants) and the transactions contemplatedthereunder are subject to the reporting and announcement requirements, but are exempted fromthe independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Since one of the applicable percentage ratios (as defined under Rule14.07 of the ListingRules) in respect of the transaction amount for sale of coal under the Annual ShippingFramework Agreement is above 0.1% but below 5% while all other applicable percentage ratiosare below 0.1%, the transactions contemplated thereunder are subject to the reporting andannouncement requirements, but are exempted from the independent shareholders' approvalrequirements under Chapter 14A of the Listing Rules. The Company will disclose the relevant details in the next annual report and accounts of theCompany in accordance with the relevant requirements as set out in Chapter 14A of the ListingRules. A circular containing details of the Fuel Purchase Framework Agreement (Beijing) andFuel Purchase Framework Agreement (Inner Mongolia), a letter from the independent boardcommittee and a letter from the independent financial advisor, both advising the terms of theFuel Purchase Framework Agreement (Beijing) and Fuel Purchase Framework Agreement (InnerMongolia), will be dispatched to the shareholders on or before 16 January 2015. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR An independent board committee comprising the independent non-executive Directors will beformed to advise the independent shareholders on the terms of the Fuel Purchase FrameworkAgreement (Beijing) and Fuel Purchase Framework Agreement (Inner Mongolia). The Company will appoint an independent financial advisor to advise the independent boardcommittee of the Company and the independent shareholders on the terms of the Fuel PurchaseFramework Agreement (Beijing) and Fuel Purchase Framework Agreement (Inner Mongolia). DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions havethe following meanings: "Annual Shipping Framework Agreement" the Transportation Business Framework Agreement dated 23 December 2014 entered into between Shipping Company and Beijing Datang Fuel Company "associate(s)" has the meaning ascribed to it under the Listing Rules "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 Company" Guangdong Datang International Chaozhou 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 (Beijing), the Fuel Purchase Framework Agreement (Inner Mongolia), the Fuel Sale Framework Agreement (Hong Kong-Beijing) and the Fuel Sale Framework Agreement (Hong Kong-Power Plants) "Fuel Purchase Framework Agreement the Coal Sale and Purchase Framework Agreement (Beijing)" dated 23 December 2014 entered into between the Company and Beijing Datang Fuel Company "Fuel Sale Framework Agreement the Coal Sale and Purchase Framework Agreement dated 23 (Hong Kong-Beijing)" December 2014 entered into between the Hong Kong Company and Beijing Datang Fuel Company "Fuel Sale Framework Agreement the Coal Sale and Purchase Framework Agreement dated 23 (Hong Kong-Power Plants)" December 2014 entered into between each of the Hong Kong Company and the Company "Fuel Purchase Framework Agreement the Coal Sale and Purchase Framework Agreement dated 23 (Inner Mongolia)" December 2014 entered into between the Company and Inner Mongolia 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" "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" "Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange "Lvsigang Power Generation Company" Jiangsu Datang International Lvsigang 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" "PRC" the People's Republic of China "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" "Stock Exchange" The Stock Exchange of Hong Kong Limited "%" percent Note: Unless otherwise specified and for reference only, the conversion of US dollars into Renminbi is based on the exchange rate of USD1= RMB6.2 in this announcement. 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, Lian 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