Continuing Connected Transactions

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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                       

SUBSTITUTIVE POWER GENERATION FRAMEWORK AGREEMENT                              
                                                                               
On 27 February 2015, the Company entered into the Substitutive Power Generation
Framework Agreement with CDC, pursuant to which both parties agreed that their 
respective subsidiaries shall conduct substitutive power generation            
transactions among themselves in Beijing, Tianjin, Tangshan, Jiangsu and Shanxi
regions of the PRC.                                                            
                                                                               
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. Pursuant to Chapter 14A of the Listing Rules, CDC is a 
connected person of the Company, and the transactions under the Substitutive   
Power Generation Framework Agreement constitute continuing connected           
transactions of the Company.                                                   
                                                                               
Since each of the applicable percentage ratios (as defined under Rule 14.07 of 
the Listing Rules) in respect of the transactions under the Substitutive Power 
Generation Framework Agreement is higher than 0.1% but lower than 5%, these    
continuing connected transactions are only subject to the annual review,       
reporting and announcement requirements under Chapter 14A of the Listing Rules,
but are exempt from the independent shareholders' approval requirement under   
Chapter 14A of the Listing Rules.                                              

BACKGROUND

Based on the documents "Opinions on Accelerating the Closure of Small
Coal-fired Power Generating Units (NDRC [2007] No. 2) and "Pilot Measures of
Coordinating Power Generation for Energy Saving" (NDRC General Office [2007]
No. 53), and adhering to the principles of optimising the power generation
structure and putting the advantages of large generating units in terms of
energy saving and high efficiency into full play, CDC and the Company entered
into the Substitutive Power Generation Framework Agreement. Both parties agreed
that their respective subsidiaries shall conduct substitutive power generation
transactions among themselves in Beijing, Tianjin, Tangshan, Jiangsu and Shanxi
regions of the PRC.

SUBSTITUTIVE POWER GENERATION FRAMEWORK AGREEMENT

Date

27 February 2015

Parties

1. The Company; and
2. CDC.
   
Major Terms

1. CDC and the Company agreed that their subsidiaries shall conduct
   substitutive power generation transactions among themselves in Beijing,
   Tianjin, Tangshan, Jiangsu and Shanxi regions of the PRC.
   
2. In consideration of actual changes in the market conditions and the
   operational status of the generating units, the parties and relevant
   subsidiaries shall, pursuant to the requirements under the implementation
   rules governing the management of substitutive power generation on the
   power grids where these companies are located, determine the price of the
   transactions by negotiations.
   
   To ensure the return of the benefits of substitutive power generation, the
   professional departments of the Company will actively collect market
   intelligence, analyse market trends, and be proactive in negotiations to secure
   favorable transaction prices.

3. The parties agreed that on the premises of complying with the binding
   conditions on the safety of the power grids and balance of power within the
   power grids by the power grid companies, the parties or their subsidiaries
   shall negotiate and arrange the transfer plan for power generation quotas.
   The power grid companies, relevant power generation companies of CDC and
   relevant power generation companies of the Company shall enter into
   specific substitutive power generation agreements, and the power generation
   volume and transaction price shall be settled as determined in such
   agreements.
   
The specific substitutive power generation agreements are subject to the terms
of the Substitutive Power Generation Framework Agreement.

To the best knowledge, information and belief of the Directors upon making
reasonable enquiries, the power grid companies and their ultimate beneficial
owners are third parties independent of the Company and its connected persons.

Term of the Agreement

The Substitutive Power Generation Framework Agreement is valid for a period
commencing from 1 January 2015 and ending on 31 December 2017.

The Company confirms that the transaction amounts under the Substitutive Power
Generation Framework Agreement the period from 1 January 2015 to the date of
this announcement is below the de minimis threshold under Chapter 14A of the
Listing Rules.

Annual Cap

The annual caps for the aggregate transaction amounts under the Substitutive
Power Generation Framework Agreement for the three years ending 31 December
2015, 31 December 2016 and 31 December 2017 are anticipated to be not exceeding
RMB800 million per annum. Such annual caps are determined with reference to:
(1) the power demand of the market; (2) the operational status of the power
generation units of the Company; and (3) the anticipated on-grid tariffs.

According to the expected volume of energy conservation and emissions
reduction, expansion in scale of substitutive power generation by replacing
small existing capacity units with large capacity units for the three years
ending 31 December 2015, 31 December 2016 and 31 December 2017, and negotiation
results of both parties , it is expected that the annual caps for transactions
amounts with CDC for substitutive power generation for the three years ending
31 December 2015, 31 December 2016 and 31 December 2017 are substantially
higher than the historical transaction amount.

Historical Transaction Amounts

The transaction amount for substitutive power generation between the Company
and CDC as of the year ended 31 December 2014 was approximately RMB150.06
million.

The transaction amount for substitutive power generation between the Company
and CDC for the year ended 31 December 2013 was approximately RMB82 million.

The Company and CDC did not engage in transaction for substitutive power
generation for the year ended 31 December 2012.

INFORMATION RELATING TO THE PARTIES OF THE SUBSTITUTIVE POWER GENERATION
FRAMEWORK AGREEMENT

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 Company's main service areas are in the
   PRC.
   
2. 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.
   
REASONS FOR AND BENEFITS OF ENTERING INTO THE SUBSTITUTIVE POWER GENERATION
FRAMEWORK AGREEMENT

Pursuant to the relevant national energy conservation and emissions reduction
policies as well as the relevant regulations on substitutive power generation,
the respective power plants or the subsidiaries of the Company and CDC take
into account the actual changes in the market condition and the operational
status of the generating units when determining the amount and other details of
substitutive power generation for each year in accordance with the
implementation rules governing substitutive power generation on the area where
such power plants or subsidiaries are located. Through the centralised
coordination carried out by various regional government departments or the
management platform of power grid companies governing substitutive power
generation transactions, the relevant power plants or subsidiaries of the
Company and the relevant power plants or subsidiaries of CDC will enter into
specific substitutive power generation agreements with power grid companies (or
the Commission of Economy and Informatisation of the Government) for conducting
substitutive power generation transactions.

The Company is of the view that provided that safe operation is assured, the
implementation of substitutive power generation between the relevant power
plants or subsidiaries of the Company and the relevant power plants or
subsidiaries of CDC are able to fully leverage on the advantages of large
generating units with high efficiency, low energy consumption and low emissions
to improve the Company's profit margins. The relevant transactions are able to
achieve the purpose of a win-win situation for both parties, and are in the
interests of the Company's shareholders and the interests of the parties to the
transaction as a whole.

The Directors (including the independent non-executive Directors) are of the
view that the continuing connected transactions under the Substitutive Power
Generation Framework Agreement 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 is the controlling shareholder of the
Company, which together with its subsidiaries hold 34.71% of the issued share
capital of the Company. Pursuant to Chapter 14A of the Listing Rules, CDC is a
connected person of the Company, and the transactions under the Substitutive
Power Generation Framework Agreement constitute continuing connected
transactions of the Company.

Since each of the applicable percentage ratios (as defined under Rule 14.07 of
the Listing Rules) in respect of the transactions under the Substitutive Power
Generation Framework Agreement is higher than 0.1% but lower than 5%, these
continuing connected transactions are only subject to the annual review,
reporting and announcement requirements under Chapter 14A of the Listing Rules,
but are exempt from the independent shareholders' approval requirement under
Chapter 14A of the Listing Rules.

BOARD'S APPROVAL

None of the Directors has material interest in the transactions under the
Substitutive Power Generation Framework Agreement. Connected Directors, namely
Chen Jinhang, Hu Shengmu and Liang Yongpan, being the key management of CDC,
have abstained from voting for this resolution at the relevant Board meeting
pursuant to the listing rules of the Shanghai Stock Exchange.

DEFINITIONS

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

"Substitutive Power               The substitutive power generation framework  
Generation Framework              agreement dated 27 February 2015 entered into
Agreement"                        between the Company and CDC                  
                                                                               
"Board"                           the board of Directors                       
                                                                               
"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, own 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 Stock Exchange and the London  
                                  Stock Exchange and whose A Shares are listed 
                                  on the Shanghai Stock Exchange               
                                                                               
"Directors"                       the director(s) of the Company               
                                                                               
"Listing Rules"                   The Rules Governing the Listing of Securities
                                  on The Stock Exchange                        
                                                                               
"Parties"                         the Company and CDC                          
                                                                               
"PRC"                             the People's Republic of China               
                                                                               
"RMB"                             Renminbi, the lawful currency of the PRC     
                                                                               
"Stock Exchange"                  The Stock Exchange of Hong Kong Limited      

"Substitutive power               contracted power generation quota to be      
generation"                       purchased or sold between two or more power  
                                  producers by way of trading of power         
                                  generating rights under the principles of    
                                  equality and voluntariness and the premise   
                                  that the benefit of electricity consumers    
                                  will not be violated, in order to achieve    
                                  completion of the power generation quota plan
                                  by the purchaser (the party who offers       
                                  substitution) instead of the disposer (the   
                                  party who accepts substitution). The traded  
                                  power generation volume is equivalent to the 
                                  substituted power generation volume. By      
                                  trading of power generation quota, generating
                                  units with high cost of power generation will
                                  be encouraged and driven to dispose of its   
                                  contracted power generation quota in part or 
                                  in whole and enable the generating units with
                                  low cost of power generation to replace the  
                                  disposer to generate power, in order to      
                                  achieve the objectives of optimisation of    
                                  power supply structure and energy            
                                  conservation and emissions reduction         

                                                          By Order of the Board
                                                                Zhou Gang
                                                         Secretary to the Board

Beijing, the PRC, 27 February 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