DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Connected Transaction

DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Connected Transaction
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
                            CONNECTED TRANSACTION


EP Contract 

On 11 April 2013, Fuxin Coal-to-gas Company entered into the EP contract with 
Datang Technology Company, pursuant to which 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. The total contract 
amount is RMB108 million.


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. Datang Technology Company is a subsidiary 
of CDC, therefore Datang Technology Company is a connected person of the 
Company. The transaction contemplated under the EP Contract constitutes a 
connected transaction of the Company. 

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

wastewater treatment processing plant project. After considering various 
factors, 
including the technical experiences, professional qualification, business 
reputation, project management skills, consideration amount and other relevant 
factors of all the tenderers, Datang Technology Company was selected as the 
service provider of this project. The tender was fair in the whole course and 
complied with the PRC laws and regulations and the relevant requirements of the 

Company.

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

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


BOARD'S APPROVAL 

None of the Directors has material interest in the transaction thereunder the 
EP 
Contract. Connected Directors, including Liu Shunda, Hu Shengmu and Fang 
Qinghai, 
have abstained from voting at the Board meeting for the approval of the 
relevant 
resolution 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 the 
Company, which together with its subsidiaries hold approximately 34.71% of the 
issued share capital of the Company. Datang Technology Company is a subsidiary 
of 
CDC, therefore Datang Technology Company is a connected person of the Company. 
The transaction contemplated under the EP Contract constitutes a connected 
transaction of the Company.  
As one or more of the applicable percentage ratios (as defined under Rule 14.07  
of the Listing Rules) in respect of the transaction under the EP Contract is 
more than 0.1% but less than 5%, the transaction contemplated under the EP 
Contract is only subject to the reporting and announcement requirements under 
Chapter 14A of the Listing Rules and does not require the approval by the 
independent Shareholders of the Company. 
DEFINITIONS 
In this announcement, unless the context otherwise requires, the following 
expressions 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 
-0- Apr/11/2013 14:08 GMT
 
 
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