Connected Transaction

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contents of this announcement.

                     DATANG INTERNATIONAL POWER GENERATION CO., LTD.

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

                                  (Stock Code: 00991)

                                     ANNOUNCEMENT
                                 CONNECTED TRANSACTION

Capital Contribution Agreement

On 23 April 2012, the Company entered into the Capital Contribution Agreement with 
CDC to set up Bodui Hydropower Company for the purposes of construction and operation 
of Bodui Hydropower Project. Pursuant to the Capital Contribution Agreement, the Company 
and CDC agreed to make capital contributions in the sums of approximately RMB95.7 million 
and approximately RMB382.8 million, respectively, to set up Bodui Hydropower Company in
the proportions of 20% and 80%, respectively.

Connected Transaction

As at the date of this announcement, CDC is the controlling Shareholder of the Company. 
CDC and its subsidiaries together hold approximately 34.71% of the issued share capital 
of the Company. Accordingly, CDC is a connected person of the Company under Chapter 14A 
of the Listing Rules and the entering into the Capital Contribution Agreement constitutes 
a connected transaction of the Company. As each of the applicable percentage ratios (as
defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution 
Agreement is more than 0.1% but less than 5%, the Capital Contribution Agreement is only
subject to the reporting and announcement requirements under Chapter 14A of the Listing 
Rules and does not require the approval by the independent Shareholders of the Company 
under Chapter 14A of the Listing Rules.

CAPITAL CONTRIBUTION AGREEMENT


Date


23 April 2012

 
Parties


The Company and CDC


MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT

  
(1)     The Company and CDC agreed to make capital contributions to set up Bodui 
        Hydropower Company for the purposes of construction and operation of Bodui
        Hydropower Project. Based on the feasibility study report of Bodui Hydropower
        Project, the total project investment amount is estimated at approximately 
        RMB478.5 million.


(2)     The project capital amounts to RMB478.5 million. Among which, the Company will
        contribute approximately RMB95.7 million which accounts for 20% of the project
        capital; CDC will contribute approximately RMB382.8 million, which accounts for 
        80% of the project capital. Both parties will make capital contributions by way 
        of cash.


        The afore-mentioned capital contributions will be in place in tranches according 
        to the progress of development and construction of the project.


(3)     The initial registered capital of Bodui Hydropower Company amounts to 
        approximately RMB143.55 million. Among which, the Company will make capital 
        contribution of approximately RMB28.71 million according to its 20% capital 
        contribution ratio. CDC will make capital contribution of RMB114.84 million 
        according to its 80% capital contribution ratio. The first tranche of capital 
        contribution will be made on a one-off basis within 30 days from the effective 
        date of the Capital Contribution Agreement. The Company's contribution to the 
        registered capital of Bodui Hydropower Company will be funded by internal 
        resources.


EFFECTIVE DATE OF THE CAPITAL CONTRIBUTION AGREEMENT


The Capital Contribution Agreement will become effective upon signing by the relevant
authorised representatives of the parties and sealed with their respective company chops.

 
INFORMATION ON BODUI HYDROPOWER PROJECT


The Bodui Hydropower Project is situated in the Bode Zangbo river basin in the 
northwestern of Bomi County, Nyingchi Prefecture, Tibet, approximately 652 km from the 
autonomous regional capital of Lhasa City, and 2,780 metres above sea level at the dam 
site. In May 2010, the Development and Reform Commission of the Tibet Autonomous Region 
granted an "Approval of the Development and Construction of the Bodui Hydropower Station 
in Nyingchi Prefecture" in its Energy Doc. [2010] No. 254, ensuring that the Bodui 
Hydropower Project will be developed and constructed by the Tibet branch of CDC. Bodui 
Hydropower Project's feasibility study report was approved by the Development and Reform 
Commission of Tibet Autonomous Region in March 2011. According to the endorsement, the 
installed capacity of the project will be 9,600 kW (3 x 3,200 kW), and the total investment 
in the project will be RMB478.5 million (exclusive of the investment in the engineering). 


The Bodui Hydropower Project is a power supply project for solving electricity problem 
in areas without supply of electricity. According to the "Notice on Power Construction 
Projects in Areas without Electricity Supply under Investment Plans within the Central 
Budget 2011" issued by the National Development and Reform Commission in August 2011, the
investment in the project within the central budget (i.e. the construction project is 
one of projects in the State's investment plans and (part of) the funds for project 
construction will be contributed by the State) accounts for 80% of the total project 
investment (exclusive of the investment in the engineering), which amounts to approximately
RMB382.8 million. As at the date of this announcement, the investment funds from the central
budget has been allocated to CDC and such funds for project construction will be used for 
the construction of the Bodui Hydropower Project.


INFORMATION ON 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 ON CDC


CDC was established on 9 March 2003 with registered capital of RMB15.394 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.


REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT


The Bodui Hydropower Project is a power supply project for solving the electricity problem
in areas without supply of electricity. The Company's involvement in the construction of 
Bodui Hydropower Project is a practical initiative to fulfill the corporate social 
responsibility as one of the largest power generation companies in China. The power shortage
in Tibet can be alleviated through the support for the development of power supply, which
can lead significant progress in the availability of power supply for Tibet. Meanwhile, this 
can further promote the Company's development in the Tibetan-inhabited areas, expand its 
business coverage as well as enhance its core competitiveness and capability for sustainable 
development through the involvement in the development and construction of the project.


The Directors (including the independent non-executive Directors) are of the view that the
terms of the Capital Contribution Agreement 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 interests of the Company and the Shareholders as a whole.


CONNECTED TRANSACTION


As at the date of this announcement, CDC is the controlling Shareholder of the Company. CDC 
and its subsidiaries together hold approximately 34.71% of the issued share capital of the
Company. Accordingly, Datang Coal Industry Company is a connected person of the Company 
under Chapter 14A of the Listing Rules and the entering into the Capital Contribution 
Agreement constitutes a connected transaction of the Company. 


As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing 
Rules) in respect of the Capital Contribution Agreement is more than 0.1% but less than 5%, 
the Capital Contribution Agreement is only subject to the reporting and announcement 
requirements under Chapter 14A of the Listing Rules and does not require the approval by the 
independent Shareholders of the Company under Chapter 14A of the Listing Rules.


None of the Directors have any material interest in the transaction. Those connected Directors,
including Liu Shunda, Hu Shengmu and Fang Qinghai, who are the principal 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.


DEFINITIONS


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


"Board"                      the board of directors


"Bodui Hydropower            Datang Tibet Bodui Hydropower Development Company
Company"                     Limited (Tentative name)   
                             

"Bodui Hydropower            A hydropower project situated in the Bode Zangbo 
Project"                     river basin, northwest of Bomi County, Tibet Nyingchi
                             Bome, Tibet. The installed capacity of construction is 
                             9600kW (3 x 3200kW), details of which are set out in 
                             the section headed "INFORMATION ON BODUI HYDROPOWER 
                             PROJECT" in this announcement

"Capital Contribution        the agreement entered into between the Company and CDC
Agreement"                   on 23 April 2012 in respect of the capital contribution
                             for Bodui Hydropower Company for the purposes of construction
                             and operation of Bodui Hydropower Project, the details of
                             which are set out in this announcement

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


"Director(s)"                the director(s) of the Company


"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

 
"%"                          per cent

       
                                                                 By Order of the Board
                                                                       Zhou Gang
                                                                 Secretary to the Board

Beijing, the PRC, 23 April 2012


As at the date of this announcement, the Directors of the Company are:
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie* and Jiang Guohua*.

*Independent non-executive Directors