Capital Increase and Connected Transaction

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

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

                                         (Stock Code: 00991)

   

                                                ANNOUNCEMENT
                                CAPITAL INCREASE AND CONNECTED TRANSACTION

CAPITAL INCREASE AGREEMENT

On 26 November 2014, 13 shareholders of Datang Finance Company, including the Company and CDC, entered into the
Capital Increase Agreement with Datang Finance Company, pursuant to which the parties agreed to increase the
registered capital of Datang Finance Company by RMB1,869,871,590.23 from RMB3,000,000,000 to RMB4,869,871,590.23.
The parties agreed to settle the capital increase to Datang Finance Company by way of cash or transfer of
undistributed profit. 

1.  Transfer of undistributed profits:

    The undistributed profit of Datang Finance Company for the year ended 31 December 2013 was RMB869,874,199.85;
    the shareholders of Datang Finance Company agreed to transfer RMB869,871,590.23 of such undistributed
    profit as capital increase in Datang Finance Company based on their respective proportion of shareholding in
    Datang Finance Company. The Company's corresponding amount of capital contribution was RMB173,974,839.97;
   
2.  Capital increase in cash:

    The parties agreed that CDC shall make additional capital contribution of RMB1,000,000,000 in cash, while the
    Company and the other 11 Shareholders abstained from such cash capital contribution.

After the completion of the capital increase, CDC's shareholding in Datang Finance Company will increase from 64.5%
to 71.7898%; while the Company's shareholding in Datang Finance Company will decrease from 20% to 15.8931%. The
shareholding of the other 11 Shareholders will decrease accordingly.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its
subsidiaries hold 34.71% of the issued share capital of the Company. The other 11 Shareholders and Datang Finance
Company are either subsidiaries which CDC has controlling shareholding or are wholly-owned by CDC. Accordingly, CDC,
the other 11 Shareholders and Datang Finance Company are connected persons of the Company under Chapter 14A of the
Listing Rules. The transactions contemplated under the Capital Increase Agreement constitute connected transactions
of the Company.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of
the amount in relation to each of the transactions under the Capital Increase Agreement is more than 0.1% but less
than 5% and all other applicable percentage ratios are less than 0.1%, the Capital Increase Agreement is only
subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but is exempted
from the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.


CAPITAL INCREASE AGREEMENT

Date

26 November 2014

Parties 

1.   The Company;

2.   CDC; 

3.   11 Shareholders; and

4.   Datang Finance Company.

Major Terms of the Capital Increase Agreement:

1. The amount of capital increase by the 13 shareholders of Datang Finance Company are as follows:

   (1)  Increase in registered capital

        The registered capital of Datang Finance Company shall increase from RMB3,000,000,000 to RMB4,869,871,590.23;
        The amount of increase in registered capital amounts to RMB1,869,871,590.23.

   (2)  Means and amount of capital increase

        The capital increase shall be settled by way of cash or transfer of undistributed profit. The undistributed 
        profit of Datang Finance Company for the year ended 31 December 2013 was RMB869,874,199.85; the 13 
        shareholders of Datang Finance Company agreed to transfer the sum of RMB869,871,590.23 of such undistributed
        profit as capital increase in Datang Finance Company based on their respective proportion of shareholding 
        in Datang Finance Company. CDC shall make additional capital contribution of RMB1,000,000,000 in cash to 
        Datang Finance Company (part of which shall be used by Datang Finance Company for capital increase into its
        subsidiary, Fudian Bank).

   The aggregate amount of capital increase to Datang Finance Company in cash and by transfer of undistributed profit
   by its shareholders is RMB1,869,871,590.23.

   The shareholding structure of Datang Finance Company and the amount of capital contribution as well as proportion
   of shareholding of each shareholder of Datang Finance Company before and upon completion of the capital increase
   are set out as below:

Name of               Capital       Shareholding   Capital to be        Capital       Total capital     Shareholding
Shareholder    injected prior    structure prior     injected by   injected for  injected after the  structure after
                       to the             to the            cash   this capital    capital increase    completion of
                completion of      completion of       (RMB'000)    increase by           (RMB'000)      the capital
             capital increase   capital increase                    transfer of                             increase
                    (RMB'000)                                     undistributed  
                                                                         profit
                                                                      (RMB'000)   
     
   
CDC              1,935,000.00         64.5000%      1,000,000.00   561,068.85890    3,496,068.85890       71.7898%
The Company       600,000.00          20.0000%           0         173,974.83997     773,974.839.97       15.8931%
11 Shareholders   465,000.00           15.50%            0         134,827.89136      599,827.89136       12.3171%
Total            3,000,000.00            100%       1,000,000.00   869,871.59023    4,869,871.59023         100%

2. Timing of making the capital contribution and change in commercial registration: (1) CDC shall deposit the capital
   contribution amount in cash in full to the designated account of Datang Finance Company within 10 working days
   after the Capital Increase Agreement is officially signed; (2) within 90 working days upon CDC settled the payment
   of capital increase, Datang Finance Company shall appoint qualified accountant to inspect the capital contribution
   made by its shareholders and issue capital inspection report. Corresponding procedures for changing commercial
   registration in relation to the change in registered capital shall be completed as pursuant to the agreement
   within 30 working days after the completion of the capital inspection. 

3. Shareholders' rights and responsibilities: Upon the day of the completion of the change in commercial registration,
   the shareholders of Datang Finance Company shall enjoy corresponding rights and undertake corresponding
   responsibilities as pursuant to law, the Capital Increase Agreement and the articles of association. The capital
   reserve, the capital surplus and undistributed profit of Datang Finance Company shall be shared among the
   shareholders according to the shareholding proportion after completion of the capital increase.

4. Transfer of shares: upon completion of the capital increase, shareholders are not allowed to transfer shares
   among each other or to third parties, nor mortgage and pledge part or all of the shares they hold in
   Datang Finance Company, unless the written approvals of more than two-thirds of the shareholders are obtained. 

5. Effective Date: the agreement shall become effective upon signing by the legal representatives or authorised
   representatives of the parties, and upon affixing of company seals by the parties.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT AND THE EQUITY TRANSFER AGREEMENT

The implemention of the Capital Increase Agreement by Datang Finance Company will further increase the capital 
adequacy ratio of Datang Finance Company, reinforce its capacity to withstand risk, and so as to contribute
to the maximisation of shareholders' interests. 

The Directors (including independent non-executive Directors) are of the view that the capital contribution is
made on normal commercial terms of the Company and the transaction is fair and reasonable, and is in the interest
of the Shareholders of the Company as a whole.

APPROVAL BY THE BOARD

None of the Directors have any material interest in the transaction. Those connected Directors, including
Chen Jinhang, Hu Shengmu and Liang Yongpan, all being key management staff of CDC, have abstained from voting
at the Board meeting for approval of the relevant transaction in accordance with the requirements of the listing
rules of the Shanghai Stock Exchange.

INFORMATION OF THE RELEVANT PARTIES

Information about the Company

The Company is principally engaged in the construction and operation of power plants, the sale of electricity and
thermal power, the repair and maintenance of power equipment and power related technical services, with its 
main service areas being in the PRC.

Information about CDC

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, organization of power
(thermal) productionand 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 wellas development and production of power related coal resources.

Information about Datang Finance Company

Datang Finance Company is a subsidiary of CDC with a registered capital of RMB3 billion. Currently it has 13
shareholders, names and shareholding of which are: CDC, 64.5%; the Company, 20%; 11 Shareholders, all
being subsidiaries of CDC, each holding 0.83%-2.5%, 15.5% in total. The principal business of Datang
Finance Company includes, among others,the provision of financial services to CDC and its member companies, 
financing,increase efficiency and economicbenefits of capital usage. The net profit of Datang Finance Company
before and after tax for the year ended 31December 2012 was RMB783.3794 million and RMB634.3342 million
respectively. The net profit of Datang Finance Companybefore and aftertax for the year ended 31 December 2013
was RMB882.9997 million and RMB721.9956 million respectively.The book value of the assets of Datang Finance
Company as at 31 December 2013 was RMB21,817.0957 million.

Information about 11 Shareholders 

Datang Huayin Electric Power Co., Ltd.: a subsidiary of CDC with principal business being power generation.

Guangxi Guiguan Electric Power Co., Ltd.: a subsidiary of CDC with principal business being hydropower
development and operation, clean power development, etc.

Anhui Electric Power Co., Ltd.: a subsidiary of CDC with principal business being sales of electricity, heat
and relevant materials; facility development and production; electricity technology consultation and
development; electromechanic installation, inspection and repairing.

Datang Heilongjiang Power Generation Co., Ltd.: a wholly-owned subsidiary of CDC with principal business being
power generation.

Datang Jilin Power Generation Co., Ltd.: a wholly-owned subsidiary of CDC with principal business being production,
supply and sales of electricity and heat.
Datang Gansu Power Generation Co., Ltd.: a wholly-owned subsidiary of CDC with principal business being production,
supply and sales of electricity and heat.

Datang Shaanxi Power Generation Co., Ltd.: a wholly-owned subsidiary of CDC with principal business being
development, production and operation of power source; production and sales of electricity, heat and ancillary
products; inspection, repairing and installation of power generation facilities and ancillary facilities;
development of electricity application technology, technical consultation, etc.

Datang Hebei Power Generation Co., Ltd.: a wholly-owned subsidiary of CDC with principal business being development,
investment and construction of power and energy and related business.

Longtan Hydropower Development Co., Ltd.: a subsidiary of CDC with principal business being the development,
construction and management of Longtan hydropower project.

China National Water Resources & Electric Power Materials & Equipment Co., Ltd.: a wholly-owned subsidiary of
CDC with principal business being tender agent, import and export agent, supply of pipes and oil materials, 
engineering technical consultation, spare parts, facility monitoring, project materials management. 

Datang Power Fuel Co., Ltd.: a wholly-owned subsidiary of CDC with principal business being coal distribution,
investment and management of energy and transportation.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with
its subsidiaries hold 34.71% of the issued share capital of the Company. The other 11 Shareholders and
Datang Finance Company are either subsidiaries which CDC has controlling shareholding or are wholly-owned
by CDC. Accordingly, CDC, the other 11 Shareholders and Datang Finance Company are connected persons of
the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Capital Increase
Agreement constitute connected transactions of the Company.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in
respect of the amount in relation to each of the transactions under the Capital Increase Agreement is more
than 0.1% but less than 5% and all other applicable percentage ratios are less than 0.1%, the Capital 
Increase Agreement is only subject to the reporting and announcement requirements under Chapter 14A of
the Listing Rules, but is exempted from the approval by the independent Shareholders of the Company under
Chapter 14A of the Listing Rules.



DEFINITIONS 

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

"Board"                            the board of Directors

"Capital Increase Agreement"       the "Capital Increase Agreement of China Datang Corporation
                                   Nuclear Power Co., Ltd." entered into between the Company, CDC, 
                                   11 Shareholders and Datang Finance Company on 26 November 
                                   2014 in relation to the capital increase to Datang Finance Company

"CDC"                              China Datang Corporation, a State-owned enterprise established 
                                   under the laws of the PRC and is the controlling Shareholder of the 
                                   Company under the Listing Rules

"Company"                          Datang International Power Generation Co., Ltd., a sino-foreign 
                                   joint stock limited company incorporated in the PRC on 13 December 1994, 
                                   whose H Shares are listed on the Stock Exchange and the London Stock
                                   Exchange and whose A Shares are listed on the Shanghai Stock Exchange

"connected person"                 has the meaning ascribed to it under the Listing Rules

"connected transaction"            has the meaning ascribed to it under the Listing Rules

"Datang Finance Company"           China Datang Finance Co., Limited, details of which are set out in the
                                   section entitled "Information of the Relevant Parties"

"Directors"                        the director(s) of the Company

"Fudian Bank"                      Fudian Bank Co., Ltd., a provincial level regional commercial bank of Yunnan 
                                   Province approved by China Banking Regulatory Commission. Datang Finance 
                                   Company holds 19.5% of shares of Fudian Bank 

"Listing Rules"                    the Rules Governing the Listing of Securities on the Stock Exchange

"PRC"                              the People's Republic of China 

"RMB"                              Renminbi, the lawful currency of the PRC 

"Shareholder(s)"                   the shareholders of the Company

"Stock Exchange"                   The Stock Exchange of Hong Kong Limited 

"%"                                Percent

"11 Shareholders"                  Datang Huayin Electric Power Co., Ltd., Guangxi Guiguan Electric Power Co., Ltd., 
                                   Anhui Electric Power Co., Ltd., Datang Heilongjiang Power Generation Co., Ltd.,  
                                   Datang Jilin Power Generation Co., Ltd., Datang Gansu Power Generation Co., Ltd., 
                                   Datang Shaanxi Power Generation Co., Ltd., Datang Hebei Power Generation Co., Ltd., 
                                   Longtan Hydropower Development Co., Ltd., Datang Power Fuel Co., Ltd.,
                                   and China National Water Resources & Electric Power Materials & Equipment Co., Ltd. 
                                   Details of which are set out in the section entitled "Information of the 
                                   Relevant Parties" 



                                                                                               By Order of the Board  
                                                                                                           Zhou Gang     
                                                                                              Secretary to the Board 

Beijing, the PRC, 26 November 2014

As at the date of this announcement, the Directors of the Company are: 

Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, 
Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Feng Genfu* 

* Independent non-executive Directors