Discloseable Transaction

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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

                             DISCLOSEABLE TRANSACTION


On 8 January 2012, the Company entered into the Trust Fund Agreement with Zhong Rong 
Trust, pursuant to which the Company agreed to contribute RMB2 billion to invest in 
the specific trust scheme set up by Zhong Rong Trust for a term of three years. 
During the term of the specific trust scheme, Zhong Rong Trust agreed to use such 
trust fund to make capital contribution to the Project Company under the name of the 
trustee for the purpose of integrating the relevant coal mines within Dalate Qi in 
Erdos City. Zhong Rong Trust will hold 50% equity interest in the Project Company on 
behalf of the Company upon completion of the increase in capital contribution by the 
specific trust scheme to the Project Company. Upon expiration of the term of the 
specific trust scheme and the completion of the integration of the relevant coal 
mines, Zhong Rong Trust will transfer the 50% equity interest in the Project Company 
to the Company.

DISCLOSEABLE TRANSACTION

As at the date of this announcement, since one or more of the applicable percentage 
ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Company's 
contribution of RMB2 billion for investing in the specific trust scheme set up by 
Zhong Rong Trust is more than 5% but less than 25%, the Trust Fund Agreement and the 
transaction contemplated thereunder constitute a discloseable transaction of the 
Company and is subject to the reporting and announcement requirements under Chapter 
14 of the Listing Rules.


BACKGROUND

Pursuant to the resolutions passed by the Board on 30 December 2011, the Company 
entered into the Trust Fund Agreement with Zhong Rong Trust on 8 January 2012. The 
Company agreed to contribute RMB2 billion from its internal resources to invest in 
the specific trust scheme set up by Zhong Rong Trust for a term of three years, 
during which period, Zhong Rong Trust will use such trust fund to make capital 
contribution to the Project Company under the name of the trustee for the purpose of 
integrating the relevant coal mines within Dalate Qi in Erdos City. Zhong Rong Trust 
will hold 50% equity interest in the Project Company on behalf of the Company upon 
completion of the increase in capital contribution by the specific trust scheme to 
the Project Company. Upon expiration of the term of the specific trust scheme and 
the completion of the integration of the relevant coal mines, Zhong Rong Trust will 
transfer the 50% equity interest of the Project Company to the Company.


TRUST FUND AGREEMENT

Date 

8 January 2012

Parties 

The Company and Zhong Rong Trust

To the best of the Directors' knowledge and belief, and having made all reasonable 
enquiries, Zhong Rong Trust and its ultimate beneficial owners are third parties 
independent of the Company and the Connected Persons of the Company. 

Material Terms 

(1) The specific trust scheme is a single trust fund with its investment and 
    management methods as confirmed by the Company. The amount to be invested by the 
    Company to the specific trust scheme is RMB2 billion and the term is three years. 
    The effective date of the specific trust scheme is the day when the Company makes
    payment to the trust fund.

(2) The beneficiary and trustor of the specific trust scheme is the Company. The 
    trustee is Zhong Rong Trust. The annual income to be generated from the specific 
    trust scheme is expected to be RMB400 million.

(3) The specific trust scheme will make capital contribution in the sum of RMB2 
    billion to the Project Company for the purpose of integrating the relevant coal 
    mines within Dalate Qi in Erdos City. Zhong Rong Trust will hold 50% equity 
    interest in the Project Company on behalf of the Company upon completion of the 
    increase in capital contribution.

(4) During the term of the specific trust scheme, Zhong Rong Trust will receive 
    investment income from the Project Company on 31 March, 30 June, 30 September and 
    31 December of each year and five working days in advance of the expiration of 
    the term of the specific trust scheme. After deducting all fees which should be 
    borne by the trust asset, the investment income shall be allocated to the Company
    by way of cash. During the term of the specific trust scheme, the Company agreed 
    to pay for the trust management fees (i.e., the average annual rate is 1.5% of 
    the total invested amount of the specific trust scheme) and other reasonable fees
    (bank handling charges and auditing fees, etc.) to Zhong Rong Trust on an annual 
    basis. The trust management fee is arrived at a favourable rate after arm's 
    length negotiation between the parties with reference to the market rate of trust 
    management fee for providing similar services in the trust industry of the PRC.

(5) Upon expiration of the term of the specific trust scheme, the Company agreed to 
    acquire the 50% equity interest of the Project Company from Zhong Rong Trust in 
    the event that the Project Company has completed the integration of the relevant 
    coal mines within Dalate Qi in Erdos City. In the event that the Project Company 
    has not completed the coal mines integration, the original shareholders of the 
    Project Company agree to acquire the 50% equity interest of the Project Company 
    held by the specific trust scheme at the original capital contribution amount 
    made by the specific trust scheme and to deposit the total consideration of the 
    acquisition of such50 % equity interest into the designated trust asset account. 
    Zhong Rong Trust will repay to the Company the total principals invested in the 
    specific trust scheme and any further contribution (if any) made by the Company 
    by way of cash.  

(6) Zhong Rong Trust shall disclose the trust fund management report, the use of the 
    trust fund and the income generated during such period, together with detailed 
    analysis of the major events occurred in the current quarter to the Company 
    within 5 working days after the end of such period on a regular basis (quarterly, 
    annually). During the term of the specific trust scheme, Zhong Rong Trust shall 
    consult the Company before exercising the shareholder's rights of the Project
    Company and Zhong Rong Trust shall exercise the shareholder's rights of the 
    Project Company according to the instructions of the Company.

(7) The amount to be invested by the Company in the specific trust scheme is RMB2 
    billion, which is determined according to the current registered capital of the 
    Project Company and after considering the subsequent funding needs on the 
    integration of the relevant coal mines of the Project Company.

Effective Date 

The Trust Fund Agreement will be effective upon the relevant authorized 
representatives of the parties have signed the Trust Fund Agreement and affixed their 
respective company seals thereto.

Risk Control of the Trust Fund Agreement

In order to avoid the investment risk of the specific trust scheme effectively, the 
current shareholders of the Project Company, Zhong Heng Jing Sheng and Qiantai Group, 
agreed to pledge their 50% equity interest in the Project Company to the Company and 
the Company can deal with such equity interest pledged unconditionally if the 
specific trust scheme fails to achieve the expected income. 

In view of the policy risks, market risks, operation risks, management risks and 
trust assets conversion risks, etc. that may be encountered during the managing 
process of the specific trust scheme, the Company and Zhong Rong Trust will pay close 
attention and keep track on the economy and policies of the PRC, make scientific 
decisions on macro-economic policies and market trends based on an established risks 
control system, and adjust business strategies on a timely basis so as to minimize 
any losses as a result of policy risks. In addition, relying on its expertise in the 
area of investment, Zhong Rong Trust will carry out strict pre-audit and concurrent 
controls on the financial and operational situation of the Project Company, in order 
to discover in time any potential losses during its operation. 


INFORMATION RELATING TO THE PROJECT COMPANY

The Project Company was duly incorporated on June 2011, and has a registered capital 
of RMB100 million. It engages in businesses including investments in coal, fuel gas, 
solar energy, water conservancy and power industries. The shareholding structure of 
the Project Company is as follows: Xingyeyuan holds 51% of the equity interest, Zhong 
Heng Jing Sheng holds 29% of the equity interest and Qiantai Group holds 20% of the 
equity interest. Among which, Xingyeyuan will transfer all of its 51% equity interest 
in the Project Company to Zhong Heng Jing Sheng. As at the date of this announcement, 
Xingyeyuan and Zhong Heng Jing Sheng have signed the relevant transfer documents and 
are carrying out the relevant procedures of share transfer. Upon completion of such 
share transfer, the shareholding structure of the Project Company will be as follows: 
Zhong Heng Jing Sheng will hold 80% of the equity interest and Qiantai Group will 
hold 20% of the equity interest. Upon completion of the capital contribution in the 
Project Company by the specific trust scheme, the shareholding structure of the 
Project Company will be adjusted accordingly as follows: Zhong Rong Trust's specific 
trust scheme will hold 50% of the equity interest, Zhong Heng Jing Sheng will hold 
40% of the equity interest and Qiantai Group will hold 10% of the equity interest. 

To the best of the Directors' knowledge and belief, and having made all reasonable 
enquiries, Zhong Heng Jing Sheng, Qiantai Group and their respective ultimate 
beneficial owners are third parties independent of the Company and the Connected 
Persons of the Company.

All of the coal mines which the Project Company intends to integrate are located in 
Dalate Qi in Erdos City, with a total filed storage capacity amounting to 180 million 
tonnes (according to the verification of storage capacity and the filed report, the 
accumulated amount of the resources exploited before verification has been deducted 
from the filed storage capacity) and the approved production capacity amounting to 
3,900,000 tonnes a year. According to the geological condition of those coal mines, 
with on-site investigation and the current productions of those coal mines, the 
estimated production capacity may reach 6,300,000 tonnes a year (relevant government 
approval procedures are required to be conducted).

As at 31 December 2011, the total assets of the Project Company amounted to 
approximately RMB359.35 million, total liabilities amounted to approximately 
RMB289.93 million, asset-to-liability ratio was approximately 80.68%, and net profit 
was approximately RMB109.68 million. (the aforesaid figures have not been audited)

Upon expiration of the specific trust scheme, the completion of the integration of 
the relevant coal mines within Dalate Qi in Erdos City by the Project Company and the 
completion of the transfer of the 50% equity interest in the Project Company from the 
specific trust scheme to the Company, the Project Company will become a subsidiary of 
the Company.

The business purpose of the Company for setting up the specific trust scheme is to 
acquire the 50% equity interest of the Project Company. These transactions are a 
series of inter-related transactions, and the specific trust fund invested will be 
regarded as "prepaid equity investment amount" which will be reported as "other 
non-current assets - prepaid equity investment amount" on individual financial 
statements. During the term of the specific trust scheme, the Company will record the 
income received by the Company from the specific trust scheme as "investment income".

Since the Company is both the beneficiary and trustor of the specific trust scheme, 
the specific trust scheme is considered as a controlled-special-purpose-entity of the 
Company and will be consolidated in the accounts of the Company.


INFORMATION RELATING TO 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 and power-related technical services, with its main service areas 
being in the PRC. According to the Company's strategy of "focusing on pursuing the 
power generation business as its core development while complementing with 
synergistic diversifications", "enhancing developing coal business" is an important 
move of the assets chain extension, business expansion, and sustainable development 
of the Company.  


INFORMATION RELATING TO ZHONG RONG TRUST

Zhong Rong Trust was incorporated in July 1987 with a registered capital of RMB1,400 
million. It engages in businesses including fund trust; chattel trust; real estate 
trust; and negotiable securities trust. The asset management scale was approximately 
RMB66,400 million, 70,800 million, 132,300 million, 181,980 million and 187,860 
million for the year 2007 to September 2011, respectively. As at September 2011, 
Zhong Rong Trust's total assets amounted to approximately RMB3,815 million, net asset 
value amounted to approximately RMB2,715 million and profit after tax was 
approximately RMB918 million. (the aforesaid figures have not been audited)


REASONS FOR AND BENEFITS OF ENTERING INTO THE TRUST FUND AGREEMENT 

The entering into of the Trust Fund Agreement will benefit the Company's competition 
for quality coal resources in the Inner Mongolia region and can help lock down the 
Company's resources reserves for sustainable development. It promotes the integration 
of the Company's coal acquisitions, eases the supply shortage in coal for the 
Company's coal-fired power projects and helps the further enhancement of the 
efficient fund use of the Company, thereby protecting and enhancing the value of its 
assets. In addition, it effectively avoids operational risk during the integration 
and expansion of the coal mines projects, thereby ensuring the interests of the 
Company as a whole are maximized.

In view of the above reasons, the Directors (including independent Directors) 
consider that the relevant matters in relation to the Trust Fund Agreement are in 
line with the Company's development strategy, and the terms of the Trust Fund 
Agreement are fair, reasonable and in the interests of the Company and the 
Shareholders as a whole.


DISCLOSEABLE TRANSACTION

As at the date of this announcement, since one or more of the applicable percentage 
ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Company's 
contribution of RMB2 billion for investing in the specific trust scheme set up by 
Zhong Rong Trust is more than 5% but less than 25%, the Trust Fund Agreement and the 
transaction contemplated thereunder constitute a discloseable transaction of the 
Company and is subject to the reporting and announcement requirements under Chapter 
14 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 of the Company

"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 Persons"          has the meanings prescribed to it under the Listing 
                             Rules

"Directors"                  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

"Project Company"            Inner Mongolia Qiantai Energy Investment Company Limited

"Qiantai Group"              Inner Mongolia Qiantai Industrial Group Company Limited

"RMB"                        Renminbi, the lawful currency of the PRC

"Stock Exchange"             The Stock Exchange of Hong Kong Limited

"Trust Fund Agreement"       the "Zhong Rong – Qiantai Energy Equity Interest 
                             Investment Single Trust Fund Agreement" dated 8 January 
                             2012 entered into by the Company and Zhong Rong Trust 
 
"Xingyeyuan"                 Beijing Xingyeyuan Investment Company Limited

"Zhong Heng Jing Sheng"      Zhong Heng Jing Sheng Investment Management Company 
                             Limited

"Zhong Rong Trust"           Zhong Rong International Trust Company Limited

"%"                          Percent



                                                        By Order of the Board  
                                                              Zhou Gang     
                                                        Secretary to the Board 


Beijing, the PRC, 9 January 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*, Jiang Guohua*

*  Independent non-executive Directors