Continuing Connected Transactions

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
                      CONTINUING CONNECTED TRANSACTIONS


FRAMEWORK AGREEMENT FOR PRODUCTION MATERIALS

On 6 January 2014, the Company entered into the Framework Agreement for 
Production Materials with China Water Resources and Power in connection with 
the centralised purchase of machinery, equipment and materials required for 
technical transformation projects through China Water Resources and Power.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC and its subsidiaries hold a total of 
approximately 34.71% of the issued share capital of the Company. As China Water 
Resources and Power is a wholly-owned subsidiary of CDC, China Water Resources 
and Power is therefore a connected person of the Company under Chapter 14A of 
the Listing Rules. The transactions contemplated under the Framework Agreement 
for Production Materials constitute continuing connected transactions of the 
Company. 

As each of the applicable percentage ratios (as defined in Rule 14.07 of the 
Listing Rules) of the Framework Agreement for Production Materials is more than 
0.1% but less than 5%, such transactions are only subject to the reporting and 
announcement requirements, but do not require the approval by the independent 
shareholders of the Company under Chapter 14A of the Listing Rules.


 
BACKGROUND

In order to regulate and enhance the management of purchase of materials for 
technical transformation projects and to leverage bulk purchase advantages, the 
Company and China Water Resources and Power entered into the Framework 
Agreement for Production Materials on 6 January 2014 to centralise the purchase 
of machinery, equipment and materials required for technical transformation 
projects so as to enhance quality of purchase and lower purchase costs, thereby 
enhancing the profitability of the Company.


FRAMEWORK AGREEMENT FOR PRODUCTION MATERIALS


Date

6 January 2014


Parties 

(i)   The Company; and
(ii)  China Water Resources and Power


Subject matter of the Framework Agreement for Production Materials

1.   China Water Resources and Power agreed to conduct centralised purchase of 
     machinery, equipment and materials required for technical transformation 
     projects in accordance with the demands of the Company and its 
     subsidiaries for the machinery, equipment and materials of technical 
     transformation projects. The selling prices of such machinery, equipment
     and materials of technical transformation projects offered by China Water
     Resources and Power shall not be higher than the prevailing average market
     prices of such machinery, equipment and materials of technical 
     transformation projects. 

2.   According to the actual demands of the Company and its subsidiaries, China
     Water Resources and Power will conduct tender of materials purchase in 
     accordance with relevant law and regulations of the State. The process of
     purchase tender conducted by China Water Resources and Power will be under
     the supervision of the Company. 

3.   Pursuant to the tender results, the Company and its subsidiaries will 
     enter into specific purchase contracts with China Water Resources and such
     purchase contracts shall be consistent with the terms and principles of 
     the Framework Agreement for Production Materials. 


Term 

The term of the Framework Agreement for Production Materials is from 1 January 
2014 to 31 December 2014.

The Company confirms that for the period from 1 January 2013 to the date of the 
announcement, no transaction was conducted under the Framework Agreement for 
Production Materials.


Fee Standard and Calculation

During the course of centralised purchase, China Water Resources and Power will 
be responsible for the coordination of tenders invitation, contract signing and 
the implementation thereafter, transportation, examination of the arrival goods 
and claims submission, etc. As such, China Water Resources and Power will 
collect a management service fee (the relevant management fee shall be from 3% 
to 5% of the purchase amount on the purchase contracts). Such management 
service fee is determined after arm's length negotiation between the parties 
taking into account the management service fee to be charged for the provision 
of similar services by other independent cooperating service providers. The 
relevant management service fee to be collected by China Water Resources and 
Power shall not be higher than the fee to be charged by China Water Resources 
and Power for the provision of similar services to other independent third 
parties and CDC.

China Water Resources and Power will issue a value added tax invoice comprising 
the purchase amount and the management service fee to the Company and its 
subsidiaries. 


Annual Cap

Taking into account the machinery, equipment and materials of technical 
transformation projects applicable for centralised purchase which are required 
by the Company and its subsidiaries for the year ending 31 December 2014, the 
continuing connected transactions contemplated under the Framework Agreement 
for Production Materials are subject to an annual cap of RMB500 million 
(including the purchase costs for the machinery, equipment and materials of 
technical transformation projects and the management service fees payable to 
China Water Resources and Power) for the year ending 31 December 2014. 

Since the purchase costs for materials required for technical transformation 
projects in 2014 are expected to increase when compared to that in 2013, the 
annual cap in 2014 is expected to have a certain increase when compared to the 
actual transaction amount in 2013. 


Historical Transaction Amounts

The transaction amount of materials purchase for technical transformation 
projects by the Company and its subsidiaries from China Water Resources and 
Power for the year ended 31 December 2013 was approximately RMB326 million.

The transaction amount of materials purchase for technical transformation 
projects by the Company and its subsidiaries from China Water Resources and 
Power for the year ended 31 December 2012 was approximately RMB61.98 million.

The transaction amount of materials purchase for technical transformation 
projects by the Company and its subsidiaries from China Water Resources and 
Power for the year ended 31 December 2011 was approximately RMB83.576 million.


INFORMATION OF PARTIES RELATING TO THE FRAMEWORK AGREEMENT FOR PRODUCTION MATERIALS

1.   The Company was established in December 1994 and 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. The Group's main service areas are in the PRC.

2.   CDC was established on 9 March 2003 with registered capital of RMB18.109 
     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.   China Water Resources and Power is a wholly-owned subsidiary of CDC which 
     was established on 6 March 1989. Its core business includes acting as 
     agent for tenders invitation and import, pipe supplies, project 
     consultation, spare parts, equipment supervision, management of project 
     materials resources, CDM, safety evaluation, and so forth.


REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT FOR 
PRODUCTION MATERIALS

After taking into account the necessity for lowering purchase costs and 
successful completion of the Company's technical transformation project 
materials purchase tasks during the year, the Company entered into the 
Framework Agreement for Production Materials to leverage on the role of China 
Water Resources and Power as a professional institution in sourcing the 
machinery, equipment and materials of technical transformation projects to 
leverage the bulk purchase advantage, enhance purchase quality and lower 
purchase costs, thereby enhancing the profitability of the Company.

The Directors (including the independent non-executive Directors) are of the 
view that the continuing connected transaction under the Framework Agreement 
for Production Materials are conducted in the ordinary and usual course of 
business of the Company, and are fair and reasonable and are in the interest 
of the Company and the shareholders as a whole. 


LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC and its subsidiaries hold a total of 
approximately 34.71% of the issued share capital of the Company. China Water 
Resources and Power is a wholly-owned subsidiary of CDC and accordingly is a 
connected person of the Company under Chapter 14A of the Listing Rules. The 
transactions contemplated under the Framework Agreement for Production 
Materials constitute continuing connected transactions for the Company. 

As each of the applicable percentage ratios (as defined in Rule 14.07 of the 
Listing Rules) of the Framework Agreement for Production Materials is more than 
0.1% but less than 5%, such transactions are only subject to the reporting and 
announcement requirements, but do not require the approval by the independent 
shareholders of the Company under Chapter 14A of the Listing Rules.


BOARD'S APPROVAL 

None of the Directors have any material interest in the transactions 
contemplated under the Framework Agreement for Production Materials. Those 
connected Directors, including Chen Jinhang, Hu Shengmu and Fang Qinghai, 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

"CDC"                              China Datang Corporation, a State-owned 
                                   enterprise established under the laws of the
                                   PRC and is a controlling shareholder of the 
                                   Company pursuant to the Listing Rules which, 
                                   together with its subsidiaries, hold 
                                   approximately 34.71% of the issued share 
                                   capital of the Company as at the date of this
                                   announcement 

"China Water Resources and Power"  China National Water Resources & Electric 
                                   Power Materials & Equipment Corporation

"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

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

"Framework Agreement for           the framework agreement for centralised 
 Production Materials"             purchase of  machinery, equipment and 
                                   materials required for technical 
                                   transformation projects dated 6 January 2014
                                   entered into between the Company and China 
                                   Water Resources and Power 

"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 

"Stock Exchange"                   The Stock Exchange of Hong Kong Limited



                                                      By Order of the Board
                                                             Zhou Gang
                                                      Secretary to the Board

           
Beijing, the PRC, 6 January 2014

As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Cao Jingshan, 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