Datang Intl H Regulatory News (DAT)

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) INSIDE INFORMATION AND FRAMEWORK AGREEMENT IN RELATION TO REORGANISATION OF BUSINESS SEGMENT AND RESUMPTION OF TRADING REORGANISATION FRAMEWORK AGREEMENT This announcement is made by the Company pursuant to the Inside InformationProvisions (as defined under the Rules Governing the Listing of Securities onThe Stock Exchange of Hong Kong Limited (the "Listing Rules"), under Part XIVAof the Securities and Futures Ordinance (Cap. 571, Law of Hong Kong) and Rule13.09(2) (a) of the Listing Rules. The Board announces that, on 7 July 2014, the Company entered into the FrameworkAgreement for Reorganisation of Coal-to-chemical Segment and Related Projects(the "Reorganisation Framework Agreement") with China Reform HoldingsCorporation Ltd. ("China Reform Corporation") for the proposed reorganisationof the Company's coal-to-chemical business segment and related projects (the"Reorganisation"). China Reform Corporation will, through the Reorganisation,acquire the assets or equity interests of the coal-to-chemical business segmentand related projects of the Company. The Reorganisation is subject to further execution of a formal transactionagreement. The Company will issue further announcement(s) in relation to theReorganisation as and when appropriate. Shareholders and potential investors of the Company should exercise cautionwhen dealing in the shares of the Company. RESUMPTION OF TRADING At the request of the Company, trading in the shares of the Company on the StockExchange had been suspended with effect from 9:00 a.m. on 2 July 2014 pendingthe release of this announcement. Application has been made to the Stock Exchangefor the resumption of trading with effect from 9:00 a.m. on 8 July 2014. This announcement is made by the Company pursuant to the Inside InformationProvisions (as defined under the Listing Rules, under Part XIVA of the Securitiesand Futures Ordinance (Cap. 571, Law of Hong Kong) and Rule 13.09(2) (a) ofthe Listing Rules. On 7 July 2014, Datang International Power Generation Co., Ltd. ("the Company")entered into the Reorganisation Framework Agreement with China ReformCorporation for the Reorganisation of the Company's coal-to-chemical segmentand related projects (the "Target of Reorganisation"). I. Reorganisation Framework Agreement Date: 7 July 2014 Parties: The Company, China Reform Corporation II. Major Terms of the Reorganisation Framework Agreement 1. Scope of Reorganisation The investment projects in coal-to-chemical and related businesses of the Company and its subordinated enterprises, include: Datang Inner Mongolia Duolun Coal Chemical Company Limited, Inner Mongolia Datang International Keshiketeng Qi Coal-based Gas Company Limited, Liaoning Datang International Fuxin Coal-to-gas Company Ltd, Datang Hulunbeier Chemical Fertiliser Co., Ltd., Inner Mongolia Datang International Xilinhaote Mining Co., Ltd. and the respective ancillary facilities and affiliated projects. 2. Form of Reorganisation (1) By cooperating in reorganisation or acquisition of equity interests, China Reform Corporation will acquire assets or equity interests of the coal-to-chemical segment and related projects of the Company. (2) The transaction price will be negotiated and determined pursuant to the State laws, regulation and the relevant requirements of the relevant government departments and based on the audit and asset evaluation result. 3. Audit and Evaluation The benchmark date for audit and evaluation was set at 30 June 2014. 4. Transitional Arrangement (1) During the period from the date of the Reorganisation Framework Agreement to the date of completion, a management committee will be established by China Reform Corporation and the Company. The Company will be responsible for matters such as production, operation, safety and stability during the transitional period. (2) Commencing from the date of the Reorganisation Framework Agreement, the Company will temporarily suspend the personnel changes, employment relationship, significant change of assets, significant capital expenditure and significant business adjustments of the Target of Reorganisation. 5. Effective Date: 7 July 2014 III. Information on the Co-operation Party China Reform Corporation is a wholly state-owned enterprise established in March 2010 as approved by the State Council, which served as an important platform to facilitate business layout restructuring of state-owned enterprises. The establishment of China Reform Corporation is an important measure taken by the State-owned Assets Supervision and Administration Commission of the State Council ("SASAC") to promote the adjustment and optimisation of business layout of state-owned economic sectors. The company is principally engaged in the operation and management of state-owned assets, operation and management of state-owned equity interests, capital operation and entrusted management. IV. Effect of Entering into of the Reorganisation Framework Agreement on the Company During the past few years, the Company made investment in the development of coal-to- chemical business with a view to explore new growth driver. To conform to the request to adjust the economic structure of the State in recent years, the Company contemplates to adjust its business structure by cooperating with China Reform Corporation to reorganise the Company's coal-to- chemical business segment and related projects. The smooth implementation of the Reorganisation will be beneficial to the optimisation of the Company's business structure, facilitate the adjustment of corporate strategy and increase the core competitiveness of the Company. It will also help the Company to focus its capital, management and technology resources on its principal business efficiently, solidifying the competitive edge of the Company's power generation segment. It will also help enhance the Company's profitability as well as operating results in the future, thus generating better returns for the Company and the shareholders. The transaction price will be negotiated and determined based on the audit and asset evaluation result to ensure the fairness of the transaction. V. The Reorganisation is subject to further execution of a formal transaction agreement. The Company will issue further announcement(s) in relation to the Reorganisation as and when appropriate. The Company will closely monitor the progress of the abovementioned matters and perform its information disclosure obligation in a timely manner. Shareholders and potential investors of the Company should exercise cautionwhen dealing in the shares of the Company. VI. Resumption of Trading At the request of the Company, trading in the shares of the Company on the Stock Exchange of Hong Kong Limited (the "Stock Exchange") had been suspended with effect from 9:00 a.m. on 2 July 2014 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading with effect from 9:00 a.m. on 8 July 2014. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 7 July 2014 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang, Li Gengsheng,Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*,Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive Directors