THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in DATANG INTERNATIONAL POWER GENERATION CO., LTD., you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991)

CONTINUING CONNECTED TRANSACTIONS

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 17 of this circular. A letter from the Independent Board Committee is set out on page 18 of this circular. A letter from Quam Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 45 of this circular.

The Company will convene the EGM at the function room of 5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the PRC on 10 February 2015 (Tuesday) at 9:30 a.m. The notice convening the EGM has been despatched to the shareholders on 23 December 2014.

Completion and return of the proxy form shall not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish.

Page

DEFINITIONS	1
LETTER FROM THE BOARD	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE	18
LETTER FROM QUAM CAPITAL	19
APPENDIX – GENERAL INFORMATION	46

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Announcement"	the continuing connected transaction announcement of the Company dated 25 April 2014
"Beijing Datang Fuel Company"	Beijing Datang Fuel Company Limited, a controlled 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 Latest Practicable Date
"Chemical Products"	chemical products to be manufactured and sold to Energy and Chemical Marketing 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 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
"Duolun Coal Chemical Company"	大唐內蒙古多倫煤化工有限責任公司Datang Inner Mongolia Duolun Coal Chemical Company Limited, a subsidiary of the Company, details of which are set out in the section headed "Information on the Parties to the Agreements"

DEFINITIONS

"EGM"	the extraordinary general meeting of the Company to be held at the function room of 5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the PRC on 10 February 2015 (Tuesday) at 9:30 a.m. to consider and approve, among others, the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials
"Energy and Chemical Marketing Company"	大唐能源化工營銷有限公司 Datang Energy and Chemical Marketing 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"
"Framework Agreement of Sale of Natural Gas"	the framework agreement of sale of natural gas entered into between Energy and Chemical Marketing Company and Keqi Coal-based Gas Company on 25 April 2014
"Fuel Framework Agreements"	the Fuel Purchase Framework Agreement (Beijing) and the Fuel Purchase Framework Agreement (Inner Mongolia)
"Fuel Purchase Framework Agreement (Beijing)"	the Coal Sale and Purchase Framework Agreement dated 23 December 2014 entered into between the Company and Beijing Datang Fuel Company
"Fuel Purchase Framework Agreement (Inner Mongolia)"	the Coal Sale and Purchase Framework Agreement dated 23 December 2014 entered into between the Company and Inner Mongolia Fuel Company
"Independent Board Committee"	the independent board committee of the Company, comprising five independent non-executive Directors, and each of them does not have any material interest in the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials
"Independent Shareholders"	has the meaning ascribed to it under the Listing Rules
"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"
"Keqi Coal-based Gas Company"	內蒙古大唐國際克什克騰煤制天然氣有限責任公司 Inner Mongolia Datang International Keshiketeng Coal-based Gas Company Limited, a subsidiary of the Company, details of which are set out in the section headed "Information on the Parties to the Agreements"

DEFINITIONS

"Latest Practicable Date"	20 January 2015 being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"	the People's Republic of China
"Quam Capital"	Quam Capital Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials
"RMB"	Renminbi, the lawful currency of the PRC
"Sale and Purchase Agreement of Chemical Products and Materials"	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)
"Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina)"	the sale and purchase agreement of coal-based gas (energy and chemical – PetroChina) entered into between Energy and Chemical Marketing Company and PetroChina Company Limited on 10 December 2013, details of which are set out in the relevant announcement issued by the Company on 10 December 2013
"Sale and Purchase Contract of Chemical Products (Duolun)"	the Sale and Purchase Contract of Chemical Products entered into between Energy and Chemical Marketing Company and Duolun Coal Chemical Company on 25 April 2014
"Sale and Purchase Contract of Chemical Products (Keqi)"	the Sale and Purchase Contract of Chemical Products entered into between Energy and Chemical Marketing Company and Keqi Coal-based Gas Company on 25 April 2014
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	percent

(a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991)

Executive Directors: Office address: Mr. Zhou Gang Xicheng District

Non-executive Directors: the PRC Mr. Chen Jinhang (Chairman) Mr. Liang Yongpan c/o Eversheds Mr. Cao Xin 21/F, Gloucester Tower Mr. Cai Shuwen The Landmark Mr. Liu Haixia 15 Queen's Road Central Ms. Guan Tiangang Hong Kong Mr. Yang Wenchun

Independent non-executive Directors:

Mr. Wu Jing No.9 Guangningbo Street Beijing, 100033

Mr. Hu Shengmu Principal place of business in Hong Kong:

Mr. Dong Heyi Mr. Ye Yansheng Ms. Zhao Jie Mr. Jiang Guohua Mr. Feng Genfu

22 January 2015

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

FUEL FRAMEWORK AGREEMENTS

On 23 December 2014, the Company and certain of its subsidiaries entered into the Fuel Framework Agreements with certain connected persons to carry out the following continuing connected transactions:

(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.

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 certain subsidiaries of the Company (details of which please refer to the Announcement). Pursuant to the agreement, upon expiration of the term of the agreement on 31 December 2014 where no change is to be made by the parties to the terms of the agreement and subject to re-compliance with applicable reporting, announcement and independent Shareholders' approval requirements (as the case may be) under Chapter 14A of the Listing Rules, it shall be extended for one year automatically. On 19 December 2014, the Company convened the sixteenth meeting of the eighth session of the Board where the "Resolution on Continuing Connected Transactions of the Company's Sales and Purchase of Coal Chemical Products for 2015" was considered and approved. Since no change to the terms and conditions of the agreement is to be made by the parties, the parties agreed to extend the term of the Sale and Purchase Agreement of Chemical Products and Materials for the implementation of continuing connected transactions 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 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.
Purchase of Chemical Products by Energy and Chemical Marketing Company from Duolun Coal Chemical Company

Energy and Chemical Marketing Company extended the term of the Sale and Purchase Contract of Chemical Products (Duolun) with Duolun Coal Chemical Company, pursuant to which, among other terms, Energy and Chemical Marketing Company agreed to purchase Chemical Products from Duolun Coal Chemical Company with an annual cap for transaction amount of approximately RMB4.147 billion for a term commencing from 1 January 2015 to 31 December 2015.

The purpose of this circular is:

(1) to provide you with further details of the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials;
(2) to set out the recommendation of the independent Board Committee in respect of the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials;
(3) to set out the letter of advice from Quam Capital to the Independent Board Committee and the Independent Shareholders in respect of the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials.

PURCHASE OF COAL FROM BEIJING DATANG FUEL COMPANY AND ITS SUBSIDIARIES BY THE COMPANY AND ITS SUBSIDIARIES

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.

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 by the Company 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.

REASONS FOR AND BENEFITS OF ENTERING INTO THE FUEL FRAMEWORK AGREEMENTS

The purchase of coal by the Company and its subsidiaries from Beijing Datang Fuel Company and its subsidiaries is primarily for securing coal supply to the Company and the power generation enterprises of its subsidiaries, and fully leveraging the advantages in terms of supply and economy-of-scale of purchase of these specialised coal companies, so as to stabilise the market prices of coal to a certain extent, thereby exercising control over the costs of fuel and mitigating the adverse impact of changes in the coal market on the Group.

The Directors (including the views of the independent non-executive Directors) are of the view that the terms of the Fuel Purchase Framework Agreement (Beijing) and Fuel Purchase Framework Agreement (Inner Mongolia) are fair and reasonable, have been entered into after arm's length negotiation between all parties thereto and determined on normal commercial terms and is in the interests of the Company and the Shareholders as a whole.

BOARD'S APPROVAL

None of the Directors has material interest in the transactions under 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 the listing rules of the Shanghai Stock Exchange.

PURCHASE OF NATURAL GAS AND CHEMICAL PRODUCTS FROM KEQI COAL-BASED GAS COMPANY BY ENERGY AND CHEMICAL MARKETING COMPANY

1. Framework Agreement of Sale of Natural Gas

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)

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.

PURCHASE OF CHEMICAL PRODUCTS BY ENERGY AND CHEMICAL MARKETING COMPANY FROM DUOLUN COAL CHEMICAL COMPANY

Sale and Purchase Contract of Chemical Products (Duolun)

Date

25 April 2014

Parties to Agreement

Energy and Chemical Marketing Company and Duolun Coal Chemical Company

Major terms

Subject Matter:

Energy and Chemical Marketing Company agreed to purchase Chemical Products from 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 from time to time send letters to Energy and Chemical Marketing Company to set out the specific requirements of Chemical Materials. Pursuant to the requirements, Energy and Chemical Marketing Company will sign the contracts 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 Products under the Sale and Purchase Contract of Chemical Products (Duolun) for the year ending 31 December 2015 is approximately RMB4.147 billion; such amount is determined with reference to (i) the anticipated volume of Chemical Products to be produced and purchased by Energy and Chemical Marketing Company from Duolun Coal Chemical Company and (ii) the estimated price of Chemical Products.

Based on the production capacity of Chemical Products of Duolun Coal Chemical Company for the year ending 31 December 2015 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 Duolun Coal Chemical Company and was RMB1.28 billion; no sale of Chemical Materials were made by Energy and Chemical Marketing Company to Duolun Coal Chemical Company.

No purchase of Chemical Products and no sale of Chemical Materials were made by Energy and Chemical Marketing Company with Duolun Coal Chemical Company for the year ended 31 December 2013 and the year ended 31 December 2012.

Procedures for Determination of Pricing Policy

The mechanism by which the transaction prices of relevant products under the Sale and Purchase Agreement of Chemical Products and Materials were determined is as follows:

(1) Purchase of Chemical Products by Energy and Chemical Marketing Company from Keqi Coalbased Gas Company and Duolun Coal Chemical Company
(i) Extended settlement method (i.e. listing for sale) was mainly used for the purchase of polypropylene from Duolun Coal Chemical Company. In other words, pricing meeting will be held regularly by Energy and Chemical Marketing Company and the relevant business division will collect and analyse the selling price and trends of similar products. Selling price and settlement price of polypropylene will be determined by a pricing committee after due consideration of various factors such as proposed sales volume, inventories and price trend.
(ii) For the purchase of other Chemical Products, the selling price was determined by way of request of quotation tendering. In other words, the business division of Energy and Chemical Marketing Company will conduct tendering by issuing quotation request documents to eligible trading companies and downstream production units in PRC based on the sales plan and product quality report provided by Keqi Coal-based Gas Company and Duolun Coal Chemical Company. Pricing meeting will be held by the pricing committee. The selling price of products will be determined based on the result of quotation request and after due analysis of the information on market trends of relevant products collected by the business division. Settlement of payment with Keqi Coal-based Gas Company and Duolun Coal Chemical Company will be made in accordance with the selected principle for settlement.
(2) Purchase of Natural Gas from Keqi Coal-based Gas Company by Energy and Chemical Marketing Company

Pursuant to the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina), the sales representatives of the parties will verify the sales volume of natural gas every day and calculate the unit selling price of natural gas based on the calorific value. Settlement of payment with Keqi Coal-based Gas Company will be made in accordance with the selected principle for settlement.

(3) Co-ordination and management service fee charged by Energy and Chemical Marketing Company

The level of management fee is determined by Energy and Chemical Marketing Company with reference to the investigation and research results on the fee of provision of management service for sale and purchase of similar chemical products and materials charged by other independent third parties and after negotiation with Keqi Coal-based Gas Company and Duolun Coal Chemical Company.

REASONS FOR AND BENEFITS OF EXTENDING THE TERM OF THE SALE AND PURCHASE AGREEMENT OF CHEMICAL PRODUCTS AND MATERIALS

The extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials was mainly in consideration that the purchase of natural gas and Chemical Products by Energy and Chemical Marketing Company to and from Keqi Coal-based Gas Company and Duolun Coal Chemical Company could secure stable material supply and product sales channels for the chemical enterprises under the Company as well as better guarantee the sustainability of ordinary safe production and operation.

The Directors (including the views of the independent non-executive Directors) are still of the view that the terms in respect of the 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 Chemical Products (Duolun), are fair and reasonable, have been entered into after arm's length negotiation between all parties thereto and determined on normal commercial terms, and are in the best interests of the Company and its Shareholders as a whole.

BOARD'S APPROVAL

None of the Directors has material interest in the transactions under Sale and Purchase Agreement of Chemical Products and Materials. In accordance with the requirements of the Listing Rules of the Shanghai Stock Exchange, those connected Directors, including Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting at the Board meeting for approval of the above-mentioned transactions; Connected Director Mr. Yang Wenchun has abstained from voting at the Board meeting for entering into the Sale and Purchase Contract of Chemical Products (Keqi) and the Framework Agreement of Sale of Natural Gas and the transactions contemplated thereunder.

INFORMATION RELATING TO THE PARTIES OF THE AGREEMENT

1. The Company is principally engaged in the development and operation of power plants, the sale of electricity and thermal power, and the repair, testing and maintenance of power equipment as well as the provision of power-related technical services. The main service areas of the Company are in the PRC.
1. CDC was established on 9 March 2003 with a 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; 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.
1. 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.
1. 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.
1. 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 coalbased 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.
1. 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.
1. 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.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its subsidiaries holds approximately 34.71% of the issued share capital of the Company. Since CDC and/or its subsidiaries holds certain equity interests in each of Keqi Coal-based Gas Company, Duolun Coal Chemical Company, Beijing Datang Fuel Company and Inner Mongolia Fuel 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 and the Fuel Framework Agreements constitute 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 the Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi); (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 Contract of Chemical Products (Duolun); (iii) the aggregated transaction amount for purchase of coal under the Fuel Purchase Framework Agreement (Beijing) and the Fuel Purchase Framework Agreement (Inner Mongolia); are all higher than 5%, the transactions contemplated in (i), (ii) and (iii) are subject to the reporting and announcement requirements, as well as the independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

EGM

The Company will convene the EGM to, among other things, ratify, consider and approve the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials. The notice convening the EGM has been despatched to the shareholders on 23 December 2014.

Any Shareholder with a material interest in the transactions and its associates will abstain from voting at the EGM to be held by the Company, to, among others, consider and approve the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials.

As at the Latest Practicable Date, CDC together with its subsidiaries holds approximately 34.71% of the issued share capital of the Company. CDC and its associates shall abstain from voting at the EGM to approve the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials.

As at the Latest Practicable Date, Tianjin Jinneng Investment Company holds approximately 9.74% of the issued share capital of the Company and 5% equity interest in Keqi Coal-based Gas Company. Therefore, Tianjin Jinneng Investment Company, as a connected Shareholder that has interest in the relevant transactions, shall abstain from voting at the EGM to approve the purchase of natural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi) in accordance with the requirements of the Listing Rules.

To the best of the Directors' knowledge, apart from CDC and its associates and Tianjin Jinneng Investment Company, no other shareholders have material interest in the transactions under the Fuel Framework Agreements and Sale and Purchase Agreement of Chemical Products and Materials and shall abstain from voting at the relevant resolutions at the EGM.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee as set out on page 18 of this circular which contains its recommendation to the Independent Shareholders on the terms of the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials. Your attention is also drawn to the letter of advice received from Quam Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders as set out on pages 19 to 45 of this circular which contains, among others, its advice to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials, the casting of votes for or against the resolutions approving the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials by poll at the EGM as well as the principal factors and reasons considered by it in concluding its advice.

The Directors consider that the terms of the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials are fair and reasonable and in the interest of the Shareholders and the Company as a whole and they recommend the Shareholders to vote in favour of the resolutions at the EGM.

Yours faithfully, By Order of the Board of Datang International Power Generation Co., Ltd. Zhou Gang Secretary to the Board

(a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991)

office address No.9 Guangningbo Street Xicheng District Beijing, 100033 The PRC

22 January 2015

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular issued by the Company to the shareholders dated 22 January 2015 (the "Circular") of which this letter forms part. Terms defined in the Circular shall have the same meanings in this letter unless the context otherwise requires.

Under the Listing Rules, the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials constitute continuing connected transactions of the Company, and are subject to the approval of the Independent Shareholders at the EGM.

We have been appointed as the Independent Board Committee to consider the terms of the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials and to advise the Independent Shareholders in connection with the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials as to whether, in our opinion, their terms are fair and reasonable and whether the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials are in the interests of the Company and the shareholders as a whole. Quam Capital has been appointed as the independent financial adviser to advise us in this respect.

We wish to draw your attention to the letter from the Board and the letter from Quam Capital as set out in the Circular. Having considered the principal factors and reasons considered by, and the advice of Quam Capital as set out in its letter of advice, we consider that the Fuel Framework Agreements and Sale and Purchase Agreement of Chemical Products and Materials are on normal commercial terms, and that the Fuel Framework Agreements and Sale and Purchase Agreement of Chemical Products and Materials are in the best interests of the Company and the Shareholders as a whole.

We also consider that the terms of the Fuel Framework Agreements and Sale and Purchase Agreement of Chemical Products and Materials are fair and reasonable. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Fuel Framework Agreements and Sale and Purchase Agreement of Chemical Products and Materials at the EGM.

Yours faithfully, For and on behalf of the Independent Board Committee Dong Heyi, Ye Yansheng, Zhao Jie, Jiang Guohua, Feng Gengfu Independent non-executive Directors Datang International Power Generation Co., Ltd.

The following is the full text of a letter of advice from Quam Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of incorporation into this circular, setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the Revised Annual Caps.

22 January 2015

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the continuing connected transactions under the Fuel Framework Agreements, the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun) (the "Continuing Connected Transactions"), details of which are set out in the "Letter from the Board" (the "Letter from the Board") contained in the circular dated 22 January 2015 issued by the Company to the Shareholders (the "Circular"), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

On 23 December 2014, the Company and certain of its subsidiaries entered into the Fuel Framework Agreements with certain connected persons.

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 certain subsidiaries of the Company. Pursuant to the agreement, upon expiration of the term of the agreement on 31 December 2014 where no change is to be made by the parties to the terms of the agreement and subject to re-compliance with applicable reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules, it shall be extended for one year automatically.

As at the Latest Practicable Date, CDC is the controlling Shareholder of the Company, which together with its subsidiaries, held approximately 34.71% of the issued capital of the Company. Since CDC holds certain equity interests in each of Keqi Coal- based Gas Company, Duolun Coal Chemical Company, Beijing Datang Fuel Company and Inner Mongolia Fuel Company which are subsidiaries of the Company, such subsidiaries are therefore connected persons of the Company. The transactions under the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials

constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since no change to the terms and conditions of the agreement is to be made by the parties, the parties agreed to extend the term of the Sale and Purchase Agreement of Chemical Products and Materials for the implementation of continuing connected transactions for a further term of one year commencing from 1 January 2015 to 31 December 2015.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Dong Heyi, Mr. Ye Yangsheng, Ms. Zhao Jie, Mr. Jiang Guohua and Mr. Feng Genfu, has been established to advise the Independent Shareholders in relation to entering into the Fuel Framework Agreements and the extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials and the proposed annual caps for the year ending 31 December 2015. As the independent financial adviser, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders in such regard.

As at the Latest Practicable Date, Quam Capital did not have any relationships or interests with the Company or any other parties that could reasonably be regarded as relevant to the independence of Quam Capital. In the last two years, Quam Capital acted as an independent financial adviser to the then independent board committee and independent shareholders of the Company in relation to certain continuing connected transactions and connected transaction (details of which were set out in the circular of the Company dated 20 May 2014, 16 July 2014, 17 September 2014 and 1 December 2014). Apart from normal professional fees paid or payable to us in connection with such appointment, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other party to the transactions, therefore we consider such relationship would not affect our independence.

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied on (i) the information and facts contained or referred to in the Circular; (ii) the information supplied by the Group and its advisers; (iii) the opinions expressed by and the representations of the Directors and the management of the Group; and (iv) our review of the relevant public information. We have assumed that all the information provided and representations and opinions expressed to us or contained or referred to in the Circular were true, accurate and complete in all respects as at the date thereof and may be relied upon. We have also assumed that all statements contained and representations made or referred to in the Circular are true at the time they were made and continue to be true as at the date of the Circular and all such statements of belief, opinions and intention of the Directors and the management of the Group and those as set out or referred to in the Circular were reasonably made after due and careful enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors, the management of the Group, and/or the advisers of the Company. We have also sought and received confirmation from the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular and that all information or representations provided to us by the Directors and the management of the Group are true, accurate, complete and not misleading in all respects at the time they were made and as at the Latest Practicable Date. We have assumed that such information and statements, and any representation made to us, are true, accurate and complete in all material respects as of the date hereof and the Shareholders will be notified of any material changes as soon as possible.

We consider that we have reviewed the relevant information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information provided, representations made or opinion expressed by the Directors and the management of the Group, nor have we conducted any form of in-depth investigation into the business, affairs, operations, financial position or future prospects of the Company, or any of their respective subsidiaries or associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our recommendation, we have considered the following principal factors and reasons:

A. Background

(i) 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.
(ii) 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.

On 25 April 2014, Energy and Chemical Marketing Company, a wholly-owned subsidiary of the Company, entered into the following agreements with certain subsidiaries of the Company for the implementation of continuing connected transactions. Pursuant to the agreement, upon the expiration of the term of the agreement on 31 December 2014 where no change is to be made by the parties to the terms of the agreement and subject to re-compliance with applicable reporting, announcement and independent Shareholders' requirements under Chapter 14A of the Listing Rules, it shall be extended for one year automatically. Since no change to the terms and conditions of the agreement is to be made by the parties, the parties agreed to extend the term of the Sale and Purchase Agreement of Chemical Products and Materials for the implementation of continuing connected transactions for a further term of one year commencing from 1 January 2015 to 31 December 2015. The details are set out below:

I. Purchase of natural gas and Chemical Products by Energy and Chemical Marketing Company from 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 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 RMB623 million for a term commencing from 1 January 2015 to 31 December 2015.
II. Purchase of Chemical Products by Energy and Chemical Marketing Company from Duolun Coal Chemical Company

Energy and Chemical Marketing Company extended the term of the Sale and Purchase Contract of Chemical Products (Duolun) with Duolun Coal Chemical Company, pursuant to which, Energy and Chemical Marketing Company agreed, among other things, to purchase Chemical Products from Duolun Coal Chemical Company with an annual cap for transaction amount of RMB4.147 billion for a term commencing from 1 January 2015 to 31 December 2015.

Information on the parties to the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials is set out below:

(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 in the PRC.
(2) CDC was established on 9 March 2003 with a 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; 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.
(6) 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.
(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.

As at the Latest Practicable Date, CDC is the controlling Shareholder of the Company, which together with its subsidiaries, held approximately 34.71% of the issued share capital of the Company. Since CDC holds certain equity interests in each of Keqi Coal-based Gas Company, Duolun Coal Chemical Company, Beijing Datang Fuel Company and Inner Mongolia Fuel Company, which are subsidiaries of the Company, such subsidiaries are therefore connected persons of the Company. The transactions under the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials constitute continuing connected transactions of the Company.

Since (i) one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the aggregated transaction amount for purchase of natural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi); (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 Contract of Chemical Products (Duolun); and (iii) the aggregated transaction amount for purchase of coal under the Fuel Purchase Framework Agreement (Beijing) and the Fuel Purchase Framework Agreement (Inner Mongolia) are higher than 5%, the transactions contemplated in (i), (ii) and (iii) are subject to the reporting and announcement requirements, as well as the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

As at the Latest Practicable Date, CDC together with its subsidiaries held approximately 34.71% of the issued share capital of the Company. CDC and its associates shall abstain from voting at the EGM to approve the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials.

B. Reasons for and benefits of entering into of the Fuel Framework Agreements and the extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials and the adoption of their annual caps for the year ending 31 December 2015

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 in the PRC.

I. Fuel Framework Agreements

Beijing Datang Fuel Company and Inner Mongolia Fuel Company is the centralised sale of coal in Beijing and Inner Mongolia area for the power generation enterprises of the Company, and has built a well-developed system over the years in effectively sourcing coal. As advised by the management of the Group, it enables the Company to secure a stable supply of coal to the Company and its subsidiaries, which is essential for the normal operation of the power plants. The centralised procurement and sale of coal also enables the Company to benefit from the economies of scale, and is also favourable for the expansion of scope of Beijing Datang Fuel Company and Inner Mongolia Fuel Company businesses, and the Company as a whole. Such arrangement enables the Company to exercise control over the costs of fuel and mitigate the adverse impact of changes in the coal market on the Company and its subsidiaries.

We noted that the Fuel Framework Agreements do not require the Group to purchase coal from Beijing Datang Fuel Company and Inner Mongolia Fuel Company on an exclusive basis, and it is possible that the Group can still purchase coal from third party suppliers. The Fuel Framework Agreements provide the Group a channel to secure the quality and quantity of domestic coal and imported coal purchased efficiently throughout the year so as to ensure smooth operations of the coal-fired power plants of the Group. Such arrangements are expected to stabilise average purchase prices of coal for the Group, and might serve to save some procurement costs through bulk purchase by companies specialised in coal procurement.

In light of (i) the respective principal business and operations of Beijing Datang Fuel Company and Inner Mongolia Fuel Company; (ii) the continuing stable supply of coal to the Company and its subsidiaries; and (iii) the arrangement of centralised procurement from Beijing Datang Fuel Company and Inner Mongolia Fuel Company which shall enable the Group to rationalise the efficient deployment of resources and efficient control sales and marketing expenses in a way for maximising the profit of the Company, we consider that the entering into of the Fuel Framework Agreements would allow the Group to implement an efficient operation flow and is conducted in the ordinary and usual course of business of the Group.

II. Sale and Purchase Agreement of Chemical Products and Materials

As stated in the Announcement, Energy and Chemical Marketing Company is a company specialised in selling coal-based chemical products, and is fully qualified for the sale and operation of relevant products and holds trading permits for hazardous chemical products. As advised by the management of the Group, Energy and Chemical Marketing Company serves as the centralised sales arm of the Company being responsible for procurement and sales and marketing activities of the Company.

Energy and Chemical Marketing Company has developed its competitive edges in terms of the sale of coal-based chemical products, relationships with suppliers and logistics, providing a reliable supply of raw materials and sale channel to affiliated corporations engaged in the business of coal-based chemical products, thereby securing a safe environment for ordinary production and operation activities. Meanwhile, economy of scale can be generated by the centralised procurement and sale activities of Energy and Chemical Marketing Company, thus effectively controlling the bulk purchase cost of raw materials incurred by affiliated corporations engaged in the business of coal-based chemical products and enhancing the advantages of regional sale of products, which can also rationalise the deployment of resources and control sales and marketing expenses in a reasonable way for the ultimate goal of maximising the profit of the Group.

Energy and Chemical Marketing Company acts as the sales representative of Keqi Coal-based Gas Company and Duolun Coal Chemical Company for their natural gas and Chemical Products providing co-ordination and management services. We were advised by the management of the Group that all the natural gas produced by Keqi Coal-based Gas Company will be sold to Energy and Chemical Marketing Company under the Framework Agreement of Sale of Natural Gas, which will in turn sell most of them to PetroChina Company Limited pursuant to the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina). Similarly, it is strategically intended that all of the Chemical Products produced by Keqi Coal-based Gas Company and Duolun Coal Chemical Company will be sold to Energy and Chemical Marketing Company under the Sale and Purchase Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) respectively, which will in turn sell the Chemical Products to eligible trading companies and downstream production units in the PRC based on the sales plan and product quality reports provided by Keqi Coal-based Gas Company and Duolun Coal Chemical Company respectively.

As advised by the management of the Group, the Group is planning several coal-based chemical products production projects, the products of which are largely similar. The Group considers such arrangement is cost effective and efficient to centralise the procurement and sales and marketing activities, such as market development, pricing, settlement, logistics, contract management and after sales services, in order to control selling expenses and human resources.

In light of the (i) respective principal business and operations of Energy and Chemical Marketing Company, Keqi Coal-based Gas Company and Duolun Coal Chemical Company; (ii) the competitive edges of Energy and Chemical Marketing Company in terms of the sale of coal-based chemical products which provide a reliable sales channel to affiliated corporations engaged in the business of coal-based chemical products including Keqi Coalbased Gas Company and Duolun Coal Chemical Company; and (iii) the arrangement of centralised procurement and sale of coal-based chemical products by Energy and Chemical Marketing Company which enable the Group to rationalise the efficient deployment of resources and efficient control sales and marketing expenses in a way for maximising the profit of the Company, we consider that the extension of the term of the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun) would allow the Group to implement an efficient operation flow and is conducted in the ordinary and usual course of business of the Group.

The extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials was mainly in consideration that the sale of Chemical Materials to and the purchase of natural gas and Chemical Products by Energy and Chemical Marketing Company to and from Keqi Coal-based Gas Company and Duolun Coal Chemical Company could secure stable material supply and product sales channels for the chemical enterprises under the Company as well as better guarantee the sustainability of ordinary safe production and operation.

Based on the foregoing, we are of the view that the extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials, and the adoption of its annual caps are conducted in the ordinary and usual course of the Group's business, and in the interests of the Company and the Shareholders as a whole.

Having considered Energy and Chemical Marketing Company's principal activities and the nature of the Sale and Purchase Agreement of Chemical Products and Materials, it is reasonable to expect that these transactions will continue to take place on a regular and frequent basis and in the ordinary and usual course of business of the Group during the term of the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun) respectively. It would be impracticable for the Company to strictly comply with the Listing Rules requirements regarding "connected transaction" on each occasion when it arises. As such, we are of the view that the extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials, and the adoption of the annual caps for the Continuing Connected Transactions are essential for the Group in ensuring the continued smooth operation of the Continuing Connected Transactions during the year ending 31 December 2015.

C. The Fuel Purchase Framework Agreement (Beijing)

1. Principal terms of the Fuel Purchase Framework Agreement (Beijing)
(i) Subject matter

The Company (including its subsidiaries, power plants and enterprises) agreed to purchase coal from Beijing Datang Fuel Company during the term of the Fuel Purchase Framework Agreement (Beijing).

(ii) Transaction price

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.

We noted that a detailed price mechanism in the Fuel Framework Agreement (Beijing) is implemented for the determination of the purchase price of coal, with reference to, among other things, the market price of coal and on normal commercial terms on the basis of arm's length negotiation according to the prevailing market conditions. We were advised by the management of the Group that the price determination mechanism will better match with the market price, as the price is subject to a number of factors as ascribed in the Letter from the Board.

(iii) Settlement and payment

Settlement shall be made by the relevant parties in accordance with the confirmed settlement invoice.

(iv) Term

The Fuel Framework Agreement (Beijing) shall have a term commencing from 1 January 2015 to 31 December 2015.

The annual cap for the purchase of coal from Beijing Datang Fuel Company under the Fuel Framework Agreement (Beijing) (the "Beijing Coal Annual Cap")

(i) Historical transaction amount

As disclosed in the Letter from the Board, Beijing Coal Annual Cap for the two years ended 31 December 2013 and the period from 1 January 2014 to 30 November 2014 are RMB11,252 million, RMB17,485 million and RMB14,856 million respectively.

(ii) The bases of determination of the Beijing Coal Annual Cap

As stated in the Letter from the Board, the Beijing Coal Annual Cap for the year ending 31 December 2015 is proposed to be RMB21,289 million, which is based on: (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.

We have reviewed the price quote of coal on the website of www.cqcoal.com at Qinhuangdao with 4,500 kcal and it ranged from RMB370/tonne to RMB515/tonne during the year ended 31 December 2014. If compared against the lowest price during the year of RMB370/tonne, the highest price of RMB515/tonne represents a premium of 39.0%.

Also, we have discussed with the management of the Group and noted that due to the slowdown of the PRC economy in 2014, the electricity demand reduced and thereby reduced the purchase of coal from Beijing Datang Fuel Company in 2014 as compared to 2013. The management of the Group expects that the economy in the PRC in 2015 may pick up and thus the demand for coal will increase accordingly.

After considering the above, in particular (i) the fluctuation of coal price; (ii) the expected pickup of the PRC economy; (iii) the expected increase in electricity production projection; and (iv) the buffer for demand of coal, we are of the view that the Beijing Coal Annual Cap for the year ending 31 December 2015 was set by the Directors after due and careful consideration and are fair and reasonable so far as the Shareholders are concerned and in the interest of both the Company and the Shareholders as a whole.

D. The Fuel Purchase Framework Agreement (Inner Mongolia)

1. Principal terms of the Fuel Purchase Framework Agreement (Inner Mongolia)
(i) Subject matter

The Company (including its subsidiaries, power plants and enterprises) agreed to purchase coal from Inner Mongolia Datang Fuel Company during the term of the Fuel Purchase Framework Agreement (Inner Mongolia).

(ii) Transaction price

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.

We noted that a detailed price mechanism in the Fuel Framework Agreement (Inner Mongolia) is implemented for the determination of the purchase price of coal, with reference to, among other things, the market price of coal and on normal commercial terms on the basis of arm's length negotiation according to the prevailing market conditions. We were advised by the management that the price determination mechanism will better match with the market price, as the price is subject to a number of factors as ascribed in the Letter from the Board.

(iii) Settlement and payment

Settlement shall be made by the relevant parties in accordance with the confirmed settlement invoice.

(iv) Term

The Fuel Framework Agreement (Inner Mongolia) shall have a term commencing from 1 January 2015 to 31 December 2015.

The annual cap for the purchase of coal from Inner Mongolia Datang Fuel Company under the Fuel Framework Agreement (Inner Mongolia) (the "Inner Mongolia Coal Annual Cap")

(i) Historical transaction amount

As disclosed in the Letter from the Board, Inner Mongolia Annual Cap for the two years ended 31 December 2013 and the period from 1 January 2014 to 30 November 2014 are RMB4,700 million, RMB4,449 million and RMB3,248 million respectively.

(ii) The bases of determination of the Inner Mongolia Coal Annual Cap

As stated in the Letter from the Board, the Inner Mongolia Coal Annual Cap for the year ending 31 December 2015 is proposed to be RMB5,228 million, which is based on: (i) the anticipated quantity of coal to be purchased by the Company and its subsidiaries from Inner Mongolia Fuel Company for the year ending 31 December 2015; and (ii) the estimated market price of coal.

Also, we have discussed with the management of the Group and noted that due to the slowdown of the PRC economy in 2014, the electricity demand reduced and thereby reduced the purchase of coal from Inner Mongolia Datang Fuel Company in 2014 as compared to 2013. The management of the Group expects that the economy in the PRC in 2015 may pick up and thus the demand for coal will increase accordingly.

After considering the above, in particular (i) the fluctuation of coal price; (ii) the expected pickup of the PRC economy; (iii) the expected increase in electricity production projection; and (iv) the buffer for demand of coal, we are of the view that the Inner Mongolia Coal Annual Cap for the year ending 31 December 2015 was set by the Directors after due and careful consideration and are fair and reasonable so far as the Shareholders are concerned and in the interest of both the Company and the Shareholders as a whole.

E. The Framework Agreement of Sale of Natural Gas

1. Principal terms of the Framework Agreement of Sale of Natural Gas
(i) Subject matter

Energy and Chemical Marketing Company agreed to purchase natural gas produced by Keqi Coal-based Gas Company within the term of the Framework Agreement of Sale of Natural Gas.

(ii) Transaction price

As disclosed in the Announcement, 0.5% discount (subject to change) to the price fixed according to the pricing principle of the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina), whereas the 0.5% represents the rate charged by Energy and Chemical Marketing Company for provision of coordination and management services with reference to the average market rate and on a fair and reasonable basis.

The pricing principles as stipulated in the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina) are as follows:

a. the initial agreed price is RMB2.75 per m3 (13% VAT included);

b. the agreed price is only applicable to coal-based natural gas with the lower calorific value of not lower than 8,000kCal/m3 . Where the lower calorific value of coal-based natural gas delivered by the vendor is lower than 8,000kCal/m3 on any day within the term of the agreement, the agreed price applicable for actual settlement shall be discounted as follow:

Discounted agreed price = Agreed price x (Average calorific value of coal-based natural gas of the day/8,000);

c. the agreed price mentioned above is effective for the period between the date of the agreement and 31 December 2016. The agreed price applicable for 1 January 2017 onwards can be adjusted according to the current pricing base and the prevailing price and market conditions;
d. where the State provides or recommends that the calculation of price of natural gas shall be based on the calorific value, parties to the agreement shall confirm to adopt the agreed price based on the calorific value and calculated according to principles as stipulated by the State and the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina).

We were advised by the management of the Group that most of the natural gas purchased from Keqi Coal-based Gas Company will be sold by Energy and Chemical Marketing Company to PetroChina Company Limited under the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina). The management of the Group further advised us that for the remaining natural gas not sold to PetroChina Company Limited, Energy and Chemical Marketing Company intends to sell them to third parties based on similar pricing principles as stipulated in the Sale and Purchase Agreement of Coalbased Gas (Energy and Chemical – PetroChina) and with reference to market prices. The Company confirmed that Energy and Chemical Marketing Company has been selling a small portion of natural gas to other parties other than PetroChina Company Limited. Accordingly, we consider it is fair and reasonable to determine the purchase price of natural gas from Keqi Coal-based Gas Company under the Framework Agreement of Sale of Natural Gas with reference to the selling price of natural gas to PetroChina Company Limited under the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina).

Energy and Chemical Marketing Company acting as the sales representative of Keqi Coal-based Gas Company will provide co-ordination and management service, such as market development, negotiation with customers, contract management, sales logistics, settlement and after sales services. The co-ordination and management service fee of 0.5% charged by Energy and Chemical Marketing Company for the provision of co-ordination and management services is determined after arm's length negotiation between Energy and Chemical Marketing Company and Keqi Coal-based Gas Company after taking into consideration the investigation and research results on the fee of provision of management service for sale and purchase of similar chemical products (i.e. natural gas) charged by other independent third parties.

We were advised by the management of the Group that the amount of management service fees of 0.5% charged by Energy and Chemical Marketing Company is determined to cover the estimated operating expenses for the provision of co-ordination and management services to be incurred under the Framework Agreement of Sale of Natural Gas by Energy and Chemical Marketing Company. In such regard, we have discussed with the management of the Group and understood that the aforesaid estimated operating expenses to be incurred by Energy and Chemical Marketing Company during the year ending 31 December 2015 is determined based on (i) the historical operating expenses of Energy and Chemical Marketing Company incurred during the 11 months ended 30 November 2014; (ii) the expected number of staff employed by Energy and Chemical Marketing Company; (iii) the relevant rental rate of Energy and Chemical Marketing Company; (iv) the relevant tax rate of Energy and Chemical Marketing Company; and (v) the expected transaction volume with Keqi Coal-based Gas Company for the year ending 31 December 2015. We have compared the estimated co-ordination and management service fee receivable by Energy and Chemical Marketing Company for the year ending 31 December 2015 (calculated based on the coordination and management service fee rate of 0.5% and the proposed annual cap for purchase of natural gas under the Framework Agreement of Sale of Natural Gas) with the aforesaid estimated operating expenses to be incurred by Energy and Chemical Marketing Company, we noted that the co-ordination and management service fee charged by Energy and Chemical Marketing Company is expected to be sufficient to cover its estimated operating expenses.

Further, we have reviewed an investigation and research report conducted by the Company (the "Research Report") regarding a regional sales arrangement of an independent group which is principally engaged in the exploration, development and production of crude oil and natural gas; refining, transportation, storage and marketing of crude oil and petroleum product; and production and sale of chemicals in the PRC. We were advised that the information contained in the Research Report was collected through discussion with the aforesaid independent group. The Directors confirmed that all information provided to us in connection with the Framework Agreement of Sale of Natural Gas (including the information contained in the Research Report) is true, accurate and complete in all respects and may be relied upon. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Group in this regard.

We noted from the Research Report that centralised procurement and sales activities were conducted by a member of the independent group and that the management service fees for sale and purchase of chemical products charged by such company were 0.9% and 1%. Notwithstanding that the principle business activities of the independent group are not the same as the Group, given that its centralised procurement and sales arrangement is similar to that of the Group and the chemical products of the independent group are similar in nature to the chemical products (including natural gas) purchased by Energy and Chemical Marketing Company, we consider that the Research Report is a relevant and meaningful sample for comparison purpose.

The management of the Group advised us that the reason for the lower service fee charged by Energy and Chemical Marketing Company under the Framework Agreement of Sale of Natural Gas than the rates charged by the independent group is mainly because the co-ordination and management services to be provided by Energy and Chemical Marketing Company are expected to be comparatively less in the case of the Framework Agreement of Sale of Natural Gas. Having taking into account that most of the natural gas purchased from Keqi Coal-based Gas Company will be sold by Energy and Chemical Marketing Company to an identified customer, namely PetroChina Company Limited under the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina) based on the predetermined pricing principle, it is reasonable to expect that Energy and Chemical Marketing Company will engage less work on market development, negotiation with customers and contract management, Accordingly, we consider it justifiable for Energy and Chemical Marketing Company to charge at a lower rate than that of the independent group.

In light of the foregoing, in particular that: (i) centralising procurement and sales activities is expected to rationalise the deployment of resources and control sales and marketing expenses for the Group as a whole; and (ii) the co-ordination and management service fee charged by Energy and Chemical Marketing Company is expected to be sufficient to cover its estimated operating expenses, the pricing mechanism for the purchase of natural gas under the Framework Agreement of Sale of Natural Gas is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

(iii) Settlement and payment

Parties to the agreement shall settle all payments according to the invoice confirmed by both parties and the term of the agreement, 10 days shall constitute a settlement cycle (3 settlements per month).

(iv) Term

The Framework Agreement of Sale of Natural Gas shall have a term commencing from 1 January 2015 to 31 December 2015.

In light of the foregoing, we are of the opinion that the terms of the Framework Agreement of Sale of Natural Gas are fair and reasonable so far as the Company and the Independent Shareholders are concerned, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

The annual cap for the purchase of natural gas from Keqi Coal-based Gas Company under the Framework Agreement of Sale of Natural Gas (the "Keqi Natural Gas Annual Cap")

(i) Historical transaction amount

As disclosed in the Letter from the Board, 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 2012, no natural gas was purchased by Energy and Chemical Marketing Company from Keqi Coal-based Gas Company.

(ii) The bases of determination of the Keqi Natural Gas Annual Cap

As stated in the Letter from the Board, the Keqi Natural Gas Annual Cap for the year ending 31 December 2015 is proposed to be 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.

The natural gas to be purchased from Keqi Coal-based Gas Company are generated from the Inner Mongolia Datang International Keshiketeng Qi coalbased natural gas and ancillary gas transmission pipelines project (the "Keqi Coalbased Gas Project"), which was approved by the National Development and Reform Commission on 20 August 2009 and commenced construction on 30 August 2009. We noted that Keqi Coal-based Gas Company is responsible for the development and construction of the Keqi Coal-based Gas Project and that the construction of the said project will be carried out in three series and after fully putting into operation, production capacity will reach 4 billion cubic meters per year. Series one of the Keqi Coal-based Gas Project was successfully put into operation and officially included in piped natural gas network to transport clean coal-based natural gas products. We have discussed with the management of the Group and understood that the expected production utilisation rate and stability of the series one Keqi Coal-based Gas Project will significantly improve, and the series two is in construction, which is expected to contribute to the production capacity.

The initial selling price of natural gas under the Sale and Purchase Agreement of Coal-based Gas (Energy and Chemical – PetroChina) is RMB2.75 per m3 , which is subject to downward adjustment. We were advised by the management of the Group that the State currently does not provide or recommend that the calculation of price of natural gas shall be based on the calorific value. When assessing the reasonableness of the Keqi Natural Gas Annual Cap, we noted that, for illustrative purpose, based on (i) the initial selling price of RMB2.75 per m3 ; (ii) the co-ordination and management services fee of 0.5% charged by Energy and Chemical Marketing Company; and (iii) the annual production capacity of the series one and series two Keqi Coal-based Gas Project, the estimated transaction amount for the year ending 31 December 2015 would be approximately RMB4.0 billion, which is in line with the Keqi Natural Gas Annual Cap.

Based on the above, we are of the view that the Keqi Natural Gas Annual Cap for the year ending 31 December 2015 was set by the Directors after due and careful consideration and are fair and reasonable so far as the Shareholders are concerned and in the interest of both the Company and the Shareholders as a whole.

F. The Sale and Purchase Contract of Chemical Products (Keqi)

1. Principal terms of the Sale and Purchase Contract of Chemical Products (Keqi)
(i) Subject matter

Energy and Chemical Marketing Company agreed to purchase Chemical Products produced by Keqi Coal-based Gas Company within the term of the Sale and Purchase Contract of Chemical Products (Keqi).

(ii) Transaction price

Energy and Chemical Marketing Company will sell the Chemical Products produced by Keqi Coal-based Gas Company at prevailing market selling price of similar chemical products in the PRC and a 1% discount to such market selling price of the Chemical Products shall be made for the settlement of payment with Keqi Coal-based Gas Company. Such 1% discount represents the rate charged by Energy and Chemical Marketing Company for provision of co-ordination and management services with reference to the average market rate and on a fair and reasonable basis.

As disclosed in the Letter from the Board, the selling price of the Chemical Products by Energy and Chemical Marketing Company to third parties will be determined by way of request of quotation tendering. The business division of Energy and Chemical Marketing Company will conduct tendering by issuing quotation invitation documents to eligible trading companies and downstream production units in the PRC based on the sales plans and product quality reports provided by Keqi Coal-based Gas Company. Pricing meetings will be held by the pricing committee of Energy and Chemical Marketing Company. The selling price of the Chemical Products

will be determined based on the result of quotation requests and after due analysis of the information on market trends of relevant products collected by the business division of Energy and Chemical Marketing Company. We consider that this pricing policy will safeguard the purchase prices of Chemical Products under the Sale and Purchase Contract of Chemical Products (Keqi) (which are determined based on the selling price of the Chemical Products by Energy and Chemical Marketing Company to third parties) to be on normal commercial terms and determined with reference to the prevailing market prices.

Energy and Chemical Marketing Company acting as the sales representative of Keqi Coal-based Gas Company will provide co-ordination and management service, such as market development, negotiation with customers, contract management, sales logistics, settlement and after sales services. The co-ordination and management service fee of 1% charged by Energy and Chemical Marketing Company for the provision of co-ordination and management services is determined after arm's length negotiation between Energy and Chemical Marketing Company and Keqi Coalbased Gas Company after taking into consideration of the investigation and research results on the fee of provision of management service for sale and purchase of similar chemical products charged by other independent third parties.

We were advised by the management of the Group that the amount of management service fees of 1% charged by Energy and Chemical Marketing Company is determined to cover the estimated operating expenses for the provision of co-ordination and management services to be incurred under the Sale and Purchase Contract of Chemical Products (Keqi) by Energy and Chemical Marketing Company. In such regard, we have discussed with the management of the Group and understood that the aforesaid estimated operating expenses to be incurred by Energy and Chemical Marketing Company during the year ending 31 December 2015 is determined based on (i) the historical operating expenses of Energy and Chemical Marketing Company incurred during the 11 months ended 30 November 2014; (ii) the expected number of staff employed by Energy and Chemical Marketing Company; (iii) the relevant rental rate of Energy and Chemical Marketing Company; (iv) the relevant tax rate of Energy and Chemical Marketing Company; and (v) the expected transaction volume with Keqi Coal-based Gas Company for the year ending 31 December 2015. We have compared the estimated co-ordination and management service fee receivable by Energy and Chemical Marketing Company for the year ending 31 December 2015 (calculated based on the co-ordination and management service fee rate of 1% and the proposed annual cap for purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Keqi)) with the aforesaid estimated operating expenses to be incurred by Energy and Chemical Marketing Company, we noted that the co-ordination and management service fee charged by Energy and Chemical Marketing Company is expected to be sufficient to cover its estimated operating expenses.

Further, we have reviewed the Research Report and noted that the management service fees for sale and purchase of similar chemical products charged by the independent group were 0.9% and 1%. Accordingly, the co-ordination and management service fee of 1% charged by Energy and Chemical Marketing Company is in line with the aforesaid market rates.

In light of the foregoing, in particular that: (i) centralising procurement and sales activities is expected to rationalise the deployment of resources and control sales and marketing expenses for the Group as a whole; and (ii) the co-ordination and management service fee charged by Energy and Chemical Marketing Company is expected to be sufficient to cover its estimated operating expenses, the pricing mechanism for the purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Keqi) is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

(iii) Settlement and payment

During the term of the Sale and Purchase Contract of Chemical Products (Keqi), Energy and Chemical Marketing Company shall pay Keqi Coal-based Gas Company the amount for Chemical Products on a cash-on-delivery basis and the payment shall be settled every Friday during the term of the agreement.

(iv) Term

The Sale and Purchase Contract of Chemical Products (Keqi) shall have a term commencing from 1 January 2015 to 31 December 2015.

In light of the foregoing, we are of the opinion that the terms of the Sale and Purchase Contract of Chemical Products (Keqi) are fair and reasonable so far as the Company and the Independent Shareholders are concerned, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

1. The annual cap for the purchase of Chemical Products from Keqi Coal-based Gas Company under the Sale and Purchase Contract of Chemical Products (Keqi) (the "Keqi Chemical Products Annual Cap")
(i) Historical transaction amount

As disclosed in the Letter from the Board, 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 Coalbased 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.

(ii) The bases of determination of the Keqi Chemical Products Annual Cap

As stated in the Letter from the Board, the Keqi Chemical Products Annual Cap for the year ending 31 December 2015 is proposed to be approximately RMB623 million, which is based on: (i) the volume of Chemical Products expected to be sold by Keqi Coal-based Gas Company to Energy and Chemical Marketing Company for the year ending 31 December 2015; and (ii) the expected prices of Chemical Products.

In assessing the reasonableness of the Keqi Chemical Products Annual Cap, we have discussed with the management of the Group and understood that the Directors have considered the following factors when determining the Keqi Chemical Products Annual Cap: (i) the designed production capacity of Keqi Coal-based Gas Company; (ii) that Keqi Coal-based Gas Company is under trial production stage and it is expected that its production and sales volume will gradually increase; and (iii) buffers have been adopted to accommodate the fluctuation in the sales volume of Keqi Coalbased Gas Company and the market prices of Chemical Products.

We understood from the management of the Group that the stability and utilisation of operation of the production machinery of Keqi Coal-based Gas Company will significantly improve, leading to an increase in the production of Chemical Products. In addition, we consider it justifiable to adopt a buffer in determining the Keqi Chemical Products Annual Cap in order to accommodate any fluctuation in production, sales volume and market prices of Chemical Products, hence to allow the Group to have greater degree of flexibility in conducting the sale of Chemical Products, which is revenue in nature for the Group as a whole and in turn in the interest of the Company and the Shareholders.

Based on the above, we are of the view that the Keqi Chemical Products Annual Cap for the year ending 31 December 2015 was set by the Directors after due and careful consideration and are fair and reasonable so far as the Shareholders are concerned and in the interest of both the Company and the Shareholders as a whole.

G. Sale and Purchase Contract of Chemical Products (Duolun)

1. Principal terms of the Sale and Purchase Contract of Chemical Products (Duolun)
(i) Subject matter

Energy and Chemical Marketing Company agreed to purchase Chemical Products from Duolun Coal Chemical Company during the term of the Sale and Purchase Contract of Chemical Products (Duolun).

(ii) Transaction price

Energy and Chemical Marketing Company will purchase Chemical Products from Duolun Coal Chemical Company at prevailing market selling price of similar chemical products in the PRC and a 1% discount to such market selling price of the Chemical Products shall be made for the settlement of payment with Duolun Coal Chemical Company.

For the purchase of polypropylene under the Sale and Purchase Contract of Chemical Products (Duolun), pricing meeting will be held by the pricing committee of Energy and Chemical Marketing Company and the relevant business division will collect and analyse the selling price and trends of similar products of polypropylene purchase from Duolun Coal Chemical Company. Selling price and settlement price of polypropylene will be determined by the pricing committee of Energy and Chemical Marketing Company after due consideration of various factors such as proposed sales volume, inventories and price trend.

The selling price of other Chemical Products (excluding polypropylene) under the Sale and Purchase Contract of Chemical Products (Duolun) is determined by way of request of quotation tendering. Similar to the purchase of Chemical Products from Keqi Coal-based Gas Company, the business division of Energy and Chemical Marketing Company will conduct tendering by issuing quotation invitation documents to eligible trading companies and downstream production units in the PRC based on the sales plans and product quality reports provided by Duolun Coal Chemical Company. Pricing meetings will be held by the pricing committee of Energy and Chemical Marketing Company for the purposes of determining the selling price of Chemical Products (excluding polypropylene) based on the result of quotation request and after due analysis of the information on market trends of relevant products collected by the business division. We consider that this pricing policy will safeguard the purchase prices of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun) (which are determined based on the selling price of the Chemical Products by Energy and Chemical Marketing Company to third parties) to be on normal commercial terms and determined with reference to the prevailing market prices.

Pursuant to the Sale and Purchase Contract of Chemical Products (Duolun), the settlement prices of Chemical Products (including polypropylene) to be paid by Energy and Chemical Marketing Company to Duolun Coal Chemical Company are calculated by deducting 1% from the selling prices of the Chemical Products (including polypropylene) to third party trading companies and downstream production units in the PRC. The 1% spread between the selling price and settlement price of the Chemical Products (including polypropylene) represent the service fee charged by Energy and Chemical Marketing Company for the provision of coordination and management services to Duolun Coal Chemical Company.

Energy and Chemical Marketing Company acting as the sales representative of Duolun Coal Chemical Company will provide co-ordination and management service, such as market development, negotiation with customers, contract management, sales logistics, settlement and after sales services. The co-ordination and management service fee of 1% charged by Energy and Chemical Marketing Company is determined after arm's length negotiation between Energy and Chemical Marketing Company and Duolun Coal Chemical Company after taking into consideration of the investigation and research results on the fee of provision of management service for sale and purchase of similar chemical products charged by other independent third parties.

We were advised by the management of the Group that the amount of management service fees of 1% charged by Energy and Chemical Marketing Company is determined to cover the estimated operating expenses for the provision of coordination and management services to be incurred under the Sale and Purchase Contract of Chemical Products (Duolun) by Energy and Chemical Marketing Company. In such regard, we have discussed with the management of the Group and understood that the aforesaid estimated operating expenses to be incurred by Energy and Chemical Marketing Company during the year ending 31 December 2015 is determined based on (i) the historical operating expenses of Energy and Chemical Marketing Company incurred during the 11 months ended 30 November 2014; (ii) the expected number of staff employed by Energy and Chemical Marketing Company; (iii) the relevant rental rate of Energy and Chemical Marketing Company; (iv) the relevant tax rate of Energy and Chemical Marketing Company; and (v) the expected transaction volume with Duolun Coal Chemical Company for the year ending 31 December 2015. We have compared the estimated co-ordination and management service fee receivable by Energy and Chemical Marketing Company for the year ending 31 December 2015 (calculated based on the co-ordination and management service fee rate of 1% and the proposed annual cap for purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun)) with the aforesaid estimated operating expenses to be incurred by Energy and Chemical Marketing Company, we noted that the co-ordination and management service fee charged by Energy and Chemical Marketing Company is expected to be sufficient to cover its estimated operating expenses.

In light of the foregoing, in particular that: (i) centralising procurement and sales activities is expected to rationalise the deployment of resources and control sales and marketing expenses for the Group as a whole; and (ii) the co-ordination and management service fee charged by Energy and Chemical Marketing Company is expected to be sufficient to cover its estimated operating expenses, the pricing mechanism for the purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun) is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

(iii) Settlement and payment

Energy and Chemical Marketing Company shall pay Duolun Coal Chemical Company the amount for Chemical Products on a cash-on-delivery basis for the purchase of Chemical Products.

(iv) Term

The Sale and Purchase Contract of Chemical Products (Duolun) shall have a term commencing from 1 January 2015 to 31 December 2015.

In light of the foregoing, we are of the opinion that the terms of the Sale and Purchase Contract of Chemical Products (Duolun) are fair and reasonable so far as the Company and the Independent Shareholders are concerned, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

The annual cap for the purchase of Chemical Products from Duolun Coal Chemical Company under the Sale and Purchase Contract of Chemical Products (Duolun) (the "Duolun Chemical Products Annual Cap")

(i) Historical transaction amount

As stated in the Letter from the Board, From 1 January 2014 to 30 November 2014, the transaction amount for the purchase of Chemical Products by 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 Coal Chemical Company.

(ii) The bases of determination of the Duolun Chemical Products Annual Cap

As stated in the Letter from the Board, the Duolun Chemical Products Annual Cap for the year ending 31 December 2015 is proposed to be RMB4.147 billion, which is determined with reference to: (i) the anticipated volume of Chemical Products to be purchased by Energy and Chemical Marketing Company from Duolun Coal Chemical Company; and (ii) the estimated prices of the Chemical Products.

In assessing the reasonableness of the Duolun Chemical Products Annual Cap, we have discussed with the management of the Group and understood that the Directors have considered the following factors when determining the Duolun Chemical Products Annual Cap: (i) the designed production capacity of Duolun Coal Chemical Company; (ii) the production and sales volume of Duolun Coal Chemical Company will gradually increase; and (iii) buffers have been adopted to accommodate fluctuation in the sales volume of Duolun Coal Chemical Company and the market prices of the Chemical Products.

We understood from the management of the Group and have analysed the historical and projected production volume of Duolun Coal Chemical Company. The actual production utilisation rate in 2014 was approximately 20%, and the expected utilisation rate in 2015 is approximately 75%, representing a significant improvement.

We have compared the estimated transaction value for the year ending 31 December 2015 (calculated based on the expected transaction volume between Duolun Coal Chemical Company and Energy and Chemical Marketing Company in 2015 estimated by the management of the Group as discussed above) against the Duolun Chemical Products Annual Cap, and noted that they are largely in line.

Given the expected increase in production and sales volume of Duolun Coal Chemical Company and the fluctuation in the prices of the Chemical Products as discussed above, we consider it justifiable to adopt a buffer in determining the Duolun Chemical Products Annual Cap in order to allow the Group to have greater degree of flexibility in conducting the sale of Chemical Products, which is revenue in nature for the Group as a whole and in turn in the interest of the Group.

Based on the above, we are of the view that the Duolun Chemical Products Annual Cap for the year ending 31 December 2015 was set by the Directors after due and careful consideration and are fair and reasonable so far as the Shareholders are concerned and in the interest of both the Company and the Shareholders as a whole.

H. Requirements of the Listing Rules

For each of the financial year during the terms of each of the agreements related to the Continuing Connected Transactions, the Continuing Connected Transactions will be subject to review by the independent non-executive Directors and the Company's auditors as required by Rules 14A.55 and 14A.56 of the Listing Rules (which will be effective on 1 July 2014) respectively. The independent non-executive Directors must confirm in the annual reports and accounts that the Continuing Connected Transactions have been entered into:

in the ordinary and usual course of business of the Company;
on normal commercial terms or better; and
according to the agreement governing them on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Furthermore, the Listing Rules (which became effective on 1 July 2014) require that the Company must engage its auditors to report on the Continuing Connected Transactions for each financial year of the Company and that the Company's auditors must provide a letter to the Board confirming whether anything has come to their attention that causes them to believe that the Continuing Connected Transactions:

have not been approved by the Board;
were not, in all material respects, in accordance with the pricing policies of the Group if the transactions involve the provision of goods or services by the Group;
were not entered into, in all material respects, in accordance with the relevant agreement governing the transactions; and
have exceeded the caps.

Strict compliance with the regulatory requirements as detailed above by the Company is expected to ensure that the Continuing Connected Transactions will be conducted on terms that are fair and reasonable and on normal commercial terms so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the principal factors and reasons described above, we are of the opinion that the entering into of the Fuel Framework Agreements and the extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials are within the ordinary and usual course of the Group's business based on normal commercial terms, and their respective terms together with their annual caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and from this perspective, we consider that the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials are in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Fuel Framework Agreements and the Sale and Purchase Agreement of Chemical Products and Materials as well as the adoption of their annual caps at the EGM.

Yours faithfully, For and on behalf of Quam Capital Limited Gary Mui Deputy Chief Executive Officer

Note: Mr. Gary Mui is a licensed person registered with the Securities and Futures Commission and a responsible officer of Quam Capital Limited to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. He has over 15 years of experience in the finance and investment banking industry.

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS OF DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVE OF THE COMPANY

(i) As at the Latest Practicable Date, none of the Directors, supervisors and chief executive of the Company have any interests and short positions in the shares, underlying shares and/ or debentures (as the case may be) of the Company or any of its associated corporations (within the meaning of the SFO) which was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which any such Director, chief executive or supervisor is taken or deemed to have under such provisions of the SFO) or which was required to be entered into the register required to be kept by the Company under section 352 of the SFO or which was otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules.
(ii) As at the Latest Practicable Date, none of the Directors, proposed Directors, supervisors or proposed supervisors of the Company has any direct or indirect interest in any assets which have since 31 December 2013 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

3. SERVICE AGREEMENTS

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the Company within one year without payment of compensation (other than statutory compensation)).

4. INTEREST IN CONTRACT

As at the Latest Practicable Date, none of the Directors or supervisors of the Company was materially interested in any contract or arrangement entered into by any member of the Group, and which was significant in relation to the business of the Group.

5. MATERIAL CHANGES

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2013, being the date to which the latest published audited financial statements of the Group were made up.

6. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors of the Company and its Subsidiaries, or their respective associates has interests in the businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Company and its subsidiaries.

7. EXPERT

(a) The following sets out the qualifications of the expert which has given its opinion or advice as contained in this circular:

Name	Qualifications
Quam Capital	a licensed corporation to carry out type 6 (advising on
	corporate finance) regulated activity under the SFO

(b) Quam Capital did not have any shareholding, direct or indirect, in any members of the Group or any rights (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any members of the Group as at the Latest Practicable Date.
(c) Quam Capital does not have any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any members of the Group, or which are proposed to be acquired or disposed of by or leased to any members of the Group since 31 December 2013, the date to which the latest published audited financial statements of the Company were made up.
(d) Quam Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they are included.

8. MISCELLANEOUS

(a) The registered office and office address of the Company is No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC.
(b) The place of business of the Company in Hong Kong is at c/o Eversheds, 21/F, Gloucester Tower, The Landmark, 15 Queen's Road Central, Hong Kong.
(c) The Hong Kong share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
(d) The secretary to the Board of the Company is Mr. Zhou Gang. Mr. Zhou graduated from East China Institute of Water Conservancy (currently known as Hehai University), and is a senior engineer.

9. MATERIAL CONTRACTS

Copies of the Framework Agreement of Sale of Natural Gas, the Sale and Purchase Contract of Chemical Products (Keqi), the Sale and Purchase Contract of Chemical Products (Duolun), the Fuel Purchase Framework Agreement (Beijing), the Fuel Purchase Framework Agreement (Inner Mongolia), the consent letter and the letter of advice from Quam Capital are available for inspection at the principal place of business in Hong Kong of the Company at 21/F, Gloucester Tower, The Landmark, 15 Queen's Road Central, Hong Kong during normal business hours from the date of this circular up to and including 5 February 2015.

AI assistant

Datang Intnl Pwr Gen — Proxy Solicitation & Information Statement 2015

10467_rns_2015-01-22_317ccfc0-001b-46ff-9f33-69acbed4a027.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

CONTINUING CONNECTED TRANSACTIONS

CONTENTS

Page

DEFINITIONS

DEFINITIONS

DEFINITIONS

CONTINUING CONNECTED TRANSACTIONS

FUEL FRAMEWORK AGREEMENTS

SALE AND PURCHASE AGREEMENT OF CHEMICAL PRODUCTS AND MATERIALS

PURCHASE OF COAL FROM BEIJING DATANG FUEL COMPANY AND ITS SUBSIDIARIES BY THE COMPANY AND ITS SUBSIDIARIES

Parties

Major terms

Annual Cap

Historical Transaction Amounts

2. Fuel Purchase Framework Agreement (Inner Mongolia)

Date

Parties

Major terms

Annual Cap

Historical Transaction Amounts

PROCEDURES FOR DETERMINATION OF COAL PRICING POLICY

REASONS FOR AND BENEFITS OF ENTERING INTO THE FUEL FRAMEWORK AGREEMENTS

BOARD'S APPROVAL

PURCHASE OF NATURAL GAS AND CHEMICAL PRODUCTS FROM KEQI COAL-BASED GAS COMPANY BY ENERGY AND CHEMICAL MARKETING COMPANY

1. Framework Agreement of Sale of Natural Gas

Parties to Agreement

Major terms

Annual Cap

Historical Transaction Amounts

2. Sale and Purchase Contract of Chemical Products (Keqi)

Date

Parties to Agreement

Major terms

Annual Cap

Historical Transaction Amounts

PURCHASE OF CHEMICAL PRODUCTS BY ENERGY AND CHEMICAL MARKETING COMPANY FROM DUOLUN COAL CHEMICAL COMPANY

Sale and Purchase Contract of Chemical Products (Duolun)

Parties to Agreement

Major terms

Annual Cap

Historical Transaction Amounts

Procedures for Determination of Pricing Policy

REASONS FOR AND BENEFITS OF EXTENDING THE TERM OF THE SALE AND PURCHASE AGREEMENT OF CHEMICAL PRODUCTS AND MATERIALS

BOARD'S APPROVAL

INFORMATION RELATING TO THE PARTIES OF THE AGREEMENT

LISTING RULES IMPLICATIONS

EGM

RECOMMENDATION

CONTINUING CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

A. Background

B. Reasons for and benefits of entering into of the Fuel Framework Agreements and the extension of the term of the Sale and Purchase Agreement of Chemical Products and Materials and the adoption of their annual caps for the year ending 31 December 2015

I. Fuel Framework Agreements

C. The Fuel Purchase Framework Agreement (Beijing)

(ii) Transaction price

(iii) Settlement and payment

(i) Historical transaction amount

(ii) The bases of determination of the Beijing Coal Annual Cap

D. The Fuel Purchase Framework Agreement (Inner Mongolia)

(ii) Transaction price

(iii) Settlement and payment

(i) Historical transaction amount

(ii) The bases of determination of the Inner Mongolia Coal Annual Cap

E. The Framework Agreement of Sale of Natural Gas

(ii) Transaction price

(iii) Settlement and payment

(i) Historical transaction amount

(ii) The bases of determination of the Keqi Natural Gas Annual Cap

F. The Sale and Purchase Contract of Chemical Products (Keqi)

(ii) Transaction price

(iii) Settlement and payment

(ii) The bases of determination of the Keqi Chemical Products Annual Cap

G. Sale and Purchase Contract of Chemical Products (Duolun)

Datang Intnl Pwr Gen Proxy Solicitation & Information Statement 2015