Connected Transaction

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accuracy or completeness and expressly disclaim any liability whatsoever for any loss 
howsoever arising from or in reliance upon the whole or any part of the contents of this 
announcement.


                       DATANG INTERNATIONAL POWER GENERATION CO., LTD.

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

                                          ANNOUNCEMENT
                                     CONNECTED TRANSACTION

                  CAPITAL INCREASE AGREEMENT AND EQUITY TRANSFER AGREEMENT


1. Capital Increase Agreement

On 30 June 2014, the Company entered into the Capital Increase Agreement with Datang Nuclear 
Power Company and CDC, pursuant to which the parties agreed that the Company shall inject its 
24% of equity interests (valued at approximately RMB132,088,300) in Liaoning Nuclear Power 
Company into Datang Nuclear Power Company, with a view to increase the amount of capital 
injection by the Company in Datang Nuclear Power Company, and that CDC shall agree to 
increase the capital by RMB198,132,500 in proportion to its equity holding in Datang Nuclear 
Power Company. Upon completion of the capital increase, the Company will have made capital 
contribution in the total sum of RMB156,088,300 in Datang Nuclear Power Company and its 
equity holding will remain as 40%, while CDC will have made capital contribution in the total 
sum of RMB234,132,500 in Datang Nuclear Power Company and its equity holding will remain at 
60%.


2. Equity Transfer Agreement

Given the entry into the Capital Increase Agreement, the Company entered into an Equity 
Transfer Agreement with Datang Nuclear Power Company on 30 June 2014, pursuant to which the 
Company agreed to transfer the 24% equity interests in Liaoning Nuclear Power Company to 
Datang Nuclear Power Company for a price of RMB132,088,300.


LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC is the controlling Shareholder of the Company, which 
together with its subsidiaries holds 34.71% of the issued share capital of the Company. 
Datang Nuclear Power Company is a subsidiary of CDC. Accordingly, CDC and Datang Nuclear 
Power Company are connected persons of the Company under Chapter 14A of the Listing Rules. 
The transactions contemplated under the Capital Increase Agreement and the Equity Transfer 
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 Capital Increase Agreement and the Equity Transfer 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 and the Equity Transfer Agreement are 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.


I. CAPITAL INCREASE AGREEMENT


Date

30 June 2014


Parties 

1.   The Company;

2.   CDC; and

3.   Datang Nuclear Power Company.


Major Terms of the Capital Increase Agreement:

1.  Pursuant to the valuation report (Tian Xing Ping Bao Zi (2014) No. 0220) issued by 
    Pan-China Assets Appraisal Co., Ltd. as at the Valuation Benchmark Date, the 24% equity 
    interests of Liaoning Nuclear Power Company held by the Company was valued at 
    RMB132,088,300 by adopting asset-based method; and the parties agreed that the Company 
    shall increase its capital contribution in Datang Nuclear Power Company based on the 
    afore-mentioned valuation of the 24% equity interests of Liaoning Nuclear Power Company, 
    and that CDC shall increase its capital contribution in Datang Nuclear Power Company in 
    proportion to its equity holding (60%) in Datang Nuclear Power Company.

2.  The amount of capital increase agreed by the parties was as follows:

    (1)   As at the Valuation Benchmark Date, the paid up capital injected by CDC to Datang 
          Nuclear Power Company totaled RMB36,000,000; and CDC agreed to further increase its
          capital contribution to Datang Nuclear Power Company in the amount of 
          RMB198,132,500 under the Capital Increase Agreement.

    (2)   As at the Valuation Benchmark Date, the paid up capital injected by the Company to 
          Datang Nuclear Power Company totaled RMB24,000,000; and the Company agreed to 
          further increase its capital contribution to Datang Nuclear Power Company in the 
          amount of RMB132,088,300 by injecting its 24% equity interests of Liaoning Nuclear 
          Power Company.

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


                     
Name of               Capital      Shareholding        Capital         Capital  Shareholding
Shareholder   injection prior   structure prior   injected for  injected after     structure
                       to the            to the   this capital     the capital     after the
                completion of     completion of       increase        increase       capital
                      capital           capital      (RMB'000)       (RMB'000)      increase
                     increase          increase
                    (RMB'000)   
                         
CDC                    36,000               60%      198,132.5       234,132.5           60%
The Company            24,000               40%      132,088.3       156,088.3           40%
Total                  60,000              100%      330,220.8       390,220.8          100%



3.   Timing of making the capital contribution: (1) CDC shall deposit the capital 
     contribution amount in cash in full to the designated account of Datang Nuclear Power 
     Company after the effective date of the Capital Increase Agreement and within 10 working
     days of completing the change of shareholders of Liaoning Nuclear Power Company; (2) 
     within 60 working days upon the effective date of the Capital Increase Agreement, the 
     Company shall make capital contribution based on the valuation of 24% equity interests 
     of Liaoning Nuclear Power Company and the holder of the 24% equity interests of Liaoning
     Nuclear Power Company shall be changed to Datang Nuclear Power Company and the necessary
     procedures required for the change of shareholders of Liaoning Nuclear Power Company and
     the capital contribution of Datang Nuclear Power Company shall be completed.

4.   In the event that during the period between the Valuation Benchmark Date and the date of
     change of the shareholder of Liaoning Nuclear Power Company, the Company increases its 
     capital contribution to Liaoning Nuclear Power Company pursuant to the resolution of the
     general meeting of Liaoning Nuclear Power Company, the specific amount of such capital 
     contribution shall be confirmed by the specialised audit report recognised by both the 
     Company and Datang Nuclear Power Company and settled by Datang Nuclear Power Company as 
     soon as possible after the date of change of the shareholder of Liaoning Nuclear Power 
     Company.

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

 
II. EQUITY TRANSFER AGREEMENT


Date

30 June 2014


Parties 

1.   The Company; and

2.   Datang Nuclear Power Company.


Major Terms of the Equity Transfer Agreement:

1.   The parties agreed that pursuant to the valuation report issued by Pan-China Assets 
     Appraisal Co., Ltd. as at the valuation date on 31 December 2013, based on the 24% 
     equity interests in Liaoning Nuclear Power Company held by the Company valued at 
     RMB132,088,300 as the price for the equity transfer, the Company shall transfer the 24% 
     equity interests in Liaoning Nuclear Power Company to Datang Nuclear Power Company.

2.   Upon completion of the equity transfer, the Company shall no longer directly hold any 
     equity interest in Liaoning Nuclear Power Company; the Company shall increase capital by
     RMB132,088,300 in Datang Nuclear Power Company; and the Company's total capital 
     contribution to Datang Nuclear Power Company shall be changed to RMB156,088,300;

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


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


The entry and completion of the Capital Increase Agreement and the Equity Transfer Agreement 
with parties will increase the capital contribution by the Company to Datang Nuclear Power 
Company with the 24% equity interests of Liaoning Nuclear Power Company, in proportion to 
that of CDC. It will further reinforce the strength of the principle business of Datang 
Nuclear Power Company, and fully leverage the professional management and technological 
advantages of the nuclear power business of Datang Nuclear Power Company for effectively 
proceeding with the preliminary work on the Liaoning nuclear project, thereby accelerating 
the smooth implementation of the Company's strategy to "develop nuclear power in a safe and 
highly efficient manner".

The Directors (including independent non-executive Directors) are of the view that this 
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 Fang Qinghai, 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) 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.


Information about Datang Nuclear Power Company

Datang Nuclear Power Company was established on 17 October 2013 with a registered capital of 
RMB200,000,000. It is principally engaged in technological development, project investment, 
technical services and management of nuclear power and related areas. It is owned as to 60% 
by CDC and 40% by the Company.


Information about Liaoning Nuclear Power Company

Established in March 2009, Liaoning Nuclear Power Company is planned to consist of 6��1,000MW 
nuclear generating units. Phase 1 of the construction is planned to consist of 2��1,000MW 
nuclear generating units which is on preliminary planning stage. Equity holders and the 
proportion of capital contribution to Liaoning Nuclear Power Company made by each party were 
as follow: China National Nuclear Power Co., Ltd accounts for 50%. The Company accounts for 
24%. Jiangsu Guoxin Investment Group Limited accounts for 12%. Zhejiang Zheneng Electric 
Power Co., Ltd accounts for 10%. ZOC Investment Co., Ltd. accounts for 4%.


Liaoning Nuclear Power Company did not have any net profits (both before and after taxation) 
for the two financial years ended 31 December 2012 and 31 December 2013.
 
In 2014, the Company entrusted Ruihua Certified Public Accountants and Pan-China Assets 
Appraisal Co., Ltd to conduct financial audit and asset valuation on Liaoning Nuclear Power 
Company as at 31 December 2013. Financial auditing results: As at Valuation Benchmark Date on 
31 December 2013, Liaoning Nuclear Power Company's total assets were RMB3,392,147,500; Total 
liabilities were RMB2,877,122,700; Net assets were RMB515,024,800. Valuation: As at Valuation 
Benchmark Date on 31 December 2013, the assets of Liaoning Nuclear Power Company was valued 
at RMB3,427,490,800 by adopting asset-based method; Total liabilities were RMB2,877,122,700; 
Net assets were RMB550,368,100, which is RMB35,343,400 or 6.86% higher than the audited book 
value of net assets of RMB515,024,800. 


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. Datang 
Nuclear Power Company is a subsidiary of CDC. Accordingly, CDC and Datang Nuclear Power 
Company are connected persons of the Company under Chapter 14A of the Listing Rules. The 
transactions contemplated under the Capital Increase Agreement and the Equity Transfer 
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 Capital Increase Agreement and the Equity Transfer 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 and the Equity Transfer Agreement are 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 and Datang Nuclear Power 
                                           Company on 30 June 2014 in relation to the capital
                                           increase to Datang Nuclear Power 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 Nuclear Power Company"             China Datang Corporation Nuclear Power Co., 
                                           Limited, details of which are set out in the 
                                           section entitled "Information of the Relevant 
                                           Parties"

"Directors"                                the director(s) of the Company

"Equity Transfer Agreement"                the Equity Transfer Agreement entered into between
                                           the Company and Datang Nuclear Power Company on 
                                           30 June 2014

"Liaoning Nuclear Power Company"           CNNC Liaoning Nuclear Power Co., Ltd., as at the 
                                           date of this announcement, the Company holds 24% 
                                           of its equity interests

"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 

"Valuation Benchmark Date"                 31 December 2013

"%"                                        percent



                                                                   By Order of the Board  
                                                                         Zhou Gang     
                                                                   Secretary to the Board 

Beijing, the PRC, 2 July 2014

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

Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang, Li Gengsheng, Cao Xin, 
Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, 
Jiang Guohua* 

* Independent non-executive Directors