Connected Transaction

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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

ENTRUSTED LOAN AGREEMENT

On 19 June 2015, the Company and Xilinhaote Mining Company entered into the Entrusted Loan Agreement with Construction Bank Railway Sub-branch, pursuant to which, the Company agreed to entrust Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB1.5 billion to Xilinhaote Mining Company during the term of the agreement.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC together with its subsidiaries hold approximately 34.71% of the issued share capital of the Company. Xilinhaote Mining Company is a subsidiary of the Company, and Xilinhaote Mining Company is owned as to 40% by China Datang Coal Industry Co. Ltd, a subsidiary of CDC. Xilinhaote Mining Company is therefore a connected person of the Company and the transaction under the Entrusted Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the amount of the entrusted loan under the Entrusted Loan Agreement are more than 0.1% but less than 5%, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but exempt from the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.

ENTRUSTED LOAN AGREEMENT

Date and Subject Matter

On 19 June 2015, the Company and Xilinhaote Mining Company entered into the Entrusted Loan Agreement with Construction Bank Railway Sub-branch, pursuant to which, the Company agreed to entrust Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan of an aggregate amount of RMB1.5 billion to Xilinhaote Mining Company during the term of the agreement.

Parties

1. The Company, as the entrusted lender;

2. Construction Bank Railway Sub-branch, as the lending agent; and

3. Xilinhaote Mining Company, as the borrower.

To the best of the Company's knowledge, information and belief having made all reasonable enquiries, Construction Bank Railway Sub-branch and its ultimate beneficial owners (if any) is a third party independent of the Company and its connected persons.

Major Terms

1. Entrusted Loan Arrangement

Pursuant to the Entrusted Loan Agreement, the Company agreed to entrust Construction Bank Railway Sub-branch to act as the lending agent to provide entrusted loan to Xilinhaote Mining Company.

2. Amount of the entrusted loan

The loan amount for Xilinhaote Mining Company under the Entrusted Loan Agreement shall be RMB1.5 billion.

3. Term

The term is 12 months commencing from 19 June 2015 to 18 June 2016.

4. Interest rate

The loan interest rate shall be a floating rate, being the benchmark interest rate to be charged for the same level of loans in RMB as announced for implementation by the People's Bank of China on the actual date when the loan is granted plus 10%. In the event that the People's Bank of China adjusts the benchmark interest rate during the term of the agreement, 21st December of each year shall be the adjustment date for the interest rate under the agreement. The adjusted borrowing interest rate will be the benchmark interest rate for the same level of loans in RMB announced for implementation by the People's Bank of China on the adjustment date plus 10%.

As at the date of this announcement, the prevailing benchmark interest rate for one-year loans in RMB as announced by the People's Bank of China is 5.1% per annum.

Such interest rate is arrived at after arm's length negotiation between the Company and Xilinhaote Mining Company in consideration of the overall reduction in capital costs to the Group after the accounts of Xilinhaote Mining Company (being a subsidiary of the Company) are consolidated into the accounts of the Company.

5.  Calculation of interests

Interests under the entrusted loan shall be accrued on a daily basis and shall be settled on a quarterly basis. The settlement date falls on the twentieth (20th) day of the last month of each quarter.

6.  Handling fee

The handling fee of the entrusted loan shall be 0.02% of the loan amount under the Entrusted Loan Agreement, which is arrived at with reference to the standard handling fee charged by commercial banks for the provision of same level of entrusted loan, and the handling fee is at certain discount on that basis. The handling fee of the entrusted loan shall be settled by the Company to Construction Bank Railway Sub-branch in one lump sum on the actual date of granting the loan.

7.  Use of proceeds of the entrusted loan

The loan will be utilised for the replenishment of its liquidity loan and replacement of due borrowings.

8.   Repayment schedule of the entrusted loan

The specific withdrawal amount, withdrawal date, as well as repayment date under the Entrusted Loan Agreement are subject to the actual amount and dates as stipulated in the loan certificate of Xilinhaote Mining Company.

9.  Effective date

The Entrusted Loan Agreement shall become effective when it is duly signed by the legal representatives or authorised agents of the parties and with their respective seals affixed therein.

REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT

In order to ensure the replacement of due borrowings on schedule as well as to replenish liquid capital in a timely manner, the Company provides the entrusted loan of not exceeding RMB1.5 billion to Xilinhaote Mining Company. The Company is of the view that the entrusted loan, which will be primarily utilised by Xilinhaote Mining Company to replenish its liquidity loans and replace due borrowings, is thus beneficial for the smooth progress of the production and operation activities of Xilinhaote Mining Company.

Considering the possible higher financial costs for Xilinhaote Mining Company to obtain the same loan from other commercial banks when compared with the financial costs incurred by the Company to obtain the funding of the entrusted loan, the Company considers that the overall capital costs to the Group will be relatively reduced after the accounts of Xilinhaote Mining Company (being the subsidiary of the Company) are consolidated into the accounts of the Company.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Entrusted Loan Agreement are fair and reasonable, have been entered into after arm's length negotiation between all parties thereto and determined on normal commercial terms in ordinary and usual course of business and is in the interests of the Company and its Shareholders as a whole.

INFORMATION RELATING TO THE PARTIES OF THE AGREEMENT

1.  The Company

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.

2.   Xilinhaote Mining Company

Xilinhaote Mining Company is a subsidiary of the Company. It was duly incorporated on 23 August 2007 with a registered capital of RMB376 million. It is primarily responsible for the development, construction and operation of Shengli Open-cut Coal Mine East Unit 2 project. The equity holding structure of the company is as follows: 60% of its equity interest is held by the Company and 40% of its equity interest is held by China Datang Coal Industry Co., Ltd., a subsidiary of CDC.

3.  Construction Bank Railway Sub-branch

Construction Bank Railway Sub-branch is a commercial bank incorporated by China Construction Bank Corporation in Fengtai District, Beijing on 28 March 1997. It is principally engaged in the provision of RMB deposits, loans and settlement services, import bill discounting, agency issue of financial bonds, agency issue, agency acceptance and underwriting of government bonds, trading of government bonds, agency collection and payment, and insurance agency.

4.  CDC

CDC was established on 9 March 2003 and has 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.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC together with its subsidiaries hold approximately 34.71% of the issued share capital of the Company. Xilinhaote Mining Company is a subsidiary of the Company, and Xilinhaote Mining Company is owned as to 40% by China Datang Coal Industry Co. Ltd, a subsidiary of CDC. Xilinhaote Mining Company is therefore a connected person of the Company and the transaction under the Entrusted Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the amount of the entrusted loan under the Entrusted Loan Agreement are more than 0.1% but less than 5%, the Entrusted Loan Agreement is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but exempt from the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.

BOARD'S APPROVAL

The seventeenth meeting of the eighth session of the Board of the Company has approved the transaction under the Entrusted Loan Agreement. None of the Directors has any material interests in the Entrusted Loan Agreement. Those connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan (all of whom are the key management personnel of CDC), have abstained from voting for approval of such resolution in accordance with the listing rules of the Shanghai Stock Exchange.

DEFINITIONS

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

"A Share(s)"		the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each and are listed on the Shanghai Stock Exchange
"Board"		the board of Directors of the Company
"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, owns approximately 34.71% of the issued share capital of the Company as at the date of this announcement
"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"		has the meaning ascribed to it under the Listing Rules
"connected transaction"		has the meaning ascribed to it under the Listing Rules
"Construction Bank Railway Sub-branch"		Beijing Railway Sub-branch of China Construction Bank Corporation, details of which are set out in the section headed "Information Relating to the Parties of the Agreement"
"Directors"		the director(s) of the Company
"Entrusted Loan Agreement"		the entrusted loan agreement entered into on 19 June 2015 between the Company, Construction Bank Railway Sub-branch and Xilinhaote Mining Company in respect of the Entrusted Loan Arrangement
"Entrusted Loan Arrangement"		the arrangement where Construction Bank Railway Sub-branch is appointed by the Company to act as the lending agent to grant the entrusted loan to Xilinhaote Mining Company pursuant to the Entrusted Loan Agreement
"Group"		the Company and its subsidiaries
"H Share(s)"		the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and the London Stock Exchange
"Hong Kong"		the Hong Kong Special Administrative Region of the PRC
"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 holder(s) of the Share(s) of the Company
"Shares"		the ordinary shares of the Company with a nominal value of RMB1.00 each, comprising domestic Shares and H Shares
"Stock Exchange"		The Stock Exchange of Hong Kong Limited
"Xilinhaote Mining Company"		Inner Mongolia Datang International Xilinhaote Mining Company Limited, a subsidiary of the Company, the details of which are set out in the section headed "Information Relating to the Parties of the Agreement"
"%"		percent

By Order of the Board 
Zhou Gang    
Secretary to the Board

Beijing, the PRC, 19 June 2015

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*, Zhao Jie*, Jiang Guohua*, Feng Genfu*

* Independent non-executive Directors