Capital Contribution Agreement and Connected Tr...

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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 
                          CAPITAL CONTRIBUTION AGREEMENT AND
                                 CONNECTED TRANSACTION

Capital Contribution Agreement 

On 21 September 2011, the Company entered into the Capital Contribution Agreement with CDC, 
China Power Huaze, Wenshan Guoneng and Chaozhou Xinghua. Pursuant to the agreement, CDC 
agreed to make capital contribution in the sum of approximately RMB874 million to Chaozhou 
Power Company, whereas China Power Huaze, Wenshan Guoneng and Chaozhou Xinghua 
agreed to make corresponding capital contribution to Chaozhou Power Company in proportion to 
their respective original shareholding in Chaozhou Power Company. The Company will not 
participate in this capital contribution. Upon completion of the increase in capital contribution and 
share enlargement, the shareholders and the shareholding structure of Chaozhou Power Company 
will be adjusted as follows: the Company will hold 52.5% (original 75%), CDC will hold 22.5%, 
China Power Huaze will hold 12%, Wenshan Guoneng will hold 8% and Chaozhou Xinghua will 
hold 5%.

Connected Transaction

As at the date of this announcement, CDC is a controlling Shareholder of the Company. CDC and 
its subsidiaries together hold approximately 34.71% of the issued share capital of the Company. 
Chaozhou Power Company is a subsidiary of the Company and China Power Huaze is a 
substantial shareholder of Chaozhou Power Company. Accordingly, CDC and China Power 
Huaze are connected persons of the Company under Chapter 14A of the Listing Rules and 
therefore the entering into the Capital Contribution Agreement constitutes a connected transaction 
of the Company.

As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in 
respect of the Capital Contribution Agreement is more than 0.1 % but less than 5%, the Capital 
Contribution Agreement is only subject to the reporting and announcement requirements under 
Chapter 14A of the Listing Rules but does not require the approval by the independent 
Shareholders of the Company under Chapter 14A of the Listing Rules. 

CAPITAL CONTRIBUTION AGREEMENT 

Date

21 September 2011

Parties

The Company, CDC, China Power Huaze, Wenshan Guoneng and Chaozhou Xinghua

MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT

(1) Pursuant to the Valuation Report on Chaozhou Power Company issued by Zhong Tong 
    Hua Assets Appraisal Co., an independent valuer of the Company, as at the valuation date 
    on 31 March 2011, the total equity of Chaozhou Power Company was valued at 
    RMB3,508 million; 

(2) Based on the above-mentioned equity valuation made on 31 March 2011 (excluding 
    undistributed profits attributable to the original shareholders of Chaozhou Power 
    Company as at the valuation date), CDC agreed to make capital contribution in the sum 
    of approximately RMB874 million to Chaozhou Power Company, whereas China Power 
    Huaze, Wenshan Guoneng and Chaozhou Xinghua agreed to make corresponding 
    contributions to Chaozhou Power Company in proportion to their respective original 
    shareholdings in Chaozhou Power Company, i.e., approximately RMB139 million, 
    approximately RMB93 million and approximately RMB58 million, respectively. CDC, 
    China Power Huaze, Wenshan Guoneng and Chaozhou Xinghua agreed to make their 
    capital contributions by way of cash within 20 working days from the effective date of 
    the Capital Contribution Agreement; 

(3) Upon completion of the aforesaid increase in capital contribution, the shareholders and 
    the shareholding structure of Chaozhou Power Company will be adjusted as follows: the 
    Company will hold 52.5% (original 75%), CDC will hold 22.5%, China Power Huaze 
    will hold 12%, Wenshan Guoneng will hold 8% and Chaozhou Xinghua will hold 5%. 
    The Company will continue to be the controlling shareholder of Chaozhou Power 
    Company and Chaozhou Power Company will continue to be a controlled subsidiary of 
    the Company. The shareholding of China Power Huaze, Wenshan Guoneng and 
    Chaozhou Xinghua in Chaozhou Power Company will remain unchanged;

(4) During the period between the valuation date, i.e., 31 March 2011, and the completion 
    date of the capital contribution, any losses or gains of Chaozhou Power Company will be 
    shared and borne by the original shareholders of Chaozhou Power Company.

EFFECTIVE DATE OF THE CAPITAL CONTRIBUTION AGREEMENT

The Capital Contribution Agreement will become effective upon signing by the relevant 
authorised representatives of the parties and sealed with their respective company chops. 

INFORMATION ON PROJECT ASSETS UNDER THE CAPITAL CONTRIBUTION AGREEMENT

Chaozhou Power Company was incorporated on 15 November 2003, with a registered capital 
of RMB391,990,000. With a total installed capacity of 3,200MW, Units 1 and 2 of Phase 1 
project (2x600MW) and Units 3 and 4 of Phase 2 extension project (2x1000MW) have already 
been put into operation. Before the increase in capital contribution under the Capital 
Contribution Agreement, the Company held 75% interests of Chaozhou Power Company 
whereas other shareholders together held an aggregate of 25% interests in Chaozhou Power 
Company.

As at 31 March 2011, the total assets of Chaozhou Power Company amounted to approximately 
RMB11,831 million, total liabilities amounted to approximately RMB10,505 million and the 
net assets amounted to approximately RMB1,326 million (the above-said figures have been 
audited).

As at 31 December 2010, the net profits before and after taxation and extraordinary items of 
Chaozhou Power Company amounted to approximately RMB1,023,883,193 and 
RMB767,284,113, respectively (the above-said figures have been audited).

As at 31 December 2009, the net profits before and after taxation and extraordinary items of 
Chaozhou Power Company amounted to approximately RMB307,683,800 and 
RMB230,693,829, respectively (the above-said figures have been audited).

INFORMATION OF 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 testing and maintenance of power equipment as 
well as the provision of power-related technical services, with its main service areas of being in 
the PRC.

INFORMATION OF CDC

CDC is a wholly state-owned enterprise. Its main scope of business includes the development, 
investment, construction, operation and management of power energy, organisation of power 
(thermal) production and sales; as well as power technology development and consultation.

INFORMATION OF CHINA POWER HUAZE

China Power Huaze was incorporated on 19 January 2004 with a registered capital of RMB50 
million. Its main scope of business includes investments in electricity projects and investment 
management. Before and after the increase in capital contribution, China Power Huaze holds 
12% interest in Chaozhou Power Company and is a substantial shareholder of Chaozhou Power 
Company and a connected person of the Company.

INFORMATION OF WENSHAN GUONENG

Wenshan Guoneng was incorporated on 14 February 2003 with a registered capital of 
RMB34.5 million. Its main scope of business includes investments in water conservancy, 
electricity, energy and environmental protection infrastructures and facilities. To the best of the 
Directors' knowledge, information and belief having made all reasonable enquiry, Wenshan 
Guoneng and its ultimate beneficial owner are third parties independent of the Company and its 
connected persons.

INFORMATION OF CHAOZHOU XINGHUA

Chaozhou Xinghua was incorporated on 22 November 2002 with a registered capital of 
RMB20 million. Its main scope of business includes investments in water conservancy, 
electricity, highways, lands and municipal facilities projects. To the best of the Directors' 
knowledge, information and belief having made all reasonable enquiry, Chaozhou Xinghua and 
its ultimate beneficial owner are third parties independent of the Company and its connected 
persons.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT

Through involving CDC as a shareholder of Chaozhou Power Company by way of capital 
contribution and share enlargement, new funds will be injected into Chaozhou Power Company. 
Moreover, through the effect of financing leverage, the asset-liability ratio of Chaozhou Power 
Company will be further lowered and its financing capability will be strengthened. With the 
involvement of CDC, Chaozhou Power Company will enhance its corporate governance,  
standards in operational management, competiveness and profitability, and the Company's and 
Chaozhou Power Company's market competitiveness and profitability will be further 
strengthened, thereby ensuring better returns for the Company and the Shareholders.

Upon completion of the capital contribution and share enlargement, even though the 
shareholding of the Company in Chaozhou Power Company will be adjusted from 75% to 
52.5%, the Company will still remain its controlling position in Chaozhou Power Company and 
the scope of consolidation of financial reports of the Company will not be affected.

The Capital Contribution Agreement is entered into on normal business terms. The Directors 
and independent Directors are of the view that the relevant terms of the Capital Contribution 
Agreement are fair and reasonable and are in the interest of the Company and the Shareholders 
as a whole.

EFFECTS OF THE CAPITAL CONTRIBUTION AND SHARE ENLARGEMENT ON THE EQUITY INTERESTS ATTRIBUTABLE TO 
OWNERS OF THE COMPANY

Upon completion of the capital contribution and share enlargement in Chaozhou Power 
Company, the shareholding of the Company in Chaozhou Power Company will be adjusted 
from 75% to 52.5%, representing a decrease of 22.5%.

Equity interests attributable to owners of the Company calculated on the basis of the 
consolidated financial statements of the Company will increase by approximately 
RMB313,431,400 due to the deemed disposal of the 22.5% equity interests in Chaozhou Power 
Company by the Company contemplated under the Capital Contribution Agreement. The 
increase in such interest was arrived at by the Company after calculating the differences 
between the  interests in Chaozhou Power Company entitled by the Company before the 
capital contribution and share enlargement and the interests in Chaozhou Power Company 
entitled by the Company under the capital contribution and share enlargement basing on the 
figures of Chaozhou Power Company as at the valuation date on 31 March 2011. 

CONNECTED TRANSACTION

As at the date of this announcement, CDC is a controlling Shareholder of the Company. CDC 
and its subsidiaries together hold approximately 34.71% of the issued share capital of the 
Company. Chaozhou Power Company is a subsidiary of the Company and China Power Huaze 
is a substantial shareholder of Chaozhou Power Company. Accordingly, CDC and China Power 
Huaze are connected persons of the Company under the Listing Rules and therefore the 
entering into of the Capital Contribution Agreement constitutes a connected transaction of the 
Company.

As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) 
is more than 0.1 % but less than 5%, the Capital Contribution Agreement is only subject to the 
reporting and announcement requirements under Chapter 14A of the Listing Rules but does not 
require the approval by the independent Shareholders of the Company under Chapter 14A of 
the Listing Rules.

None of the Directors have any material interest in the transaction. Those connected Directors, 
including Liu Shunda, Hu Shengmu and Fang Qinghai, who are principal management staff of 
CDC, have abstained from voting at the Board meeting on the 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 of the Company

"Capital Contribution 
  Agreement"                the agreement entered into between the Company, CDC, China 
                            Power Huaze, Wenshan Guoneng and Chaozhou Xinghua on 21 
                            September 2011 in respect of the capital contribution and share 
                            enlargement for Chaozhou Power Company, the details of which 
                            are set out in this announcement

"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. CDC and its subsidiaries 
                            own approximately 34.71% of the issued share capital of the 
                            Company as at the date of this announcement

"Chaozhou Power		    Guangdong Datang International Chaozhou Power Generation
  Company"                  Company Limited, a controlled subsidiary of the Company
                            
 
"Chaozhou Xinghua"          Chaozhou Xinghua Energy Investment Company Limited, 
                            incorporated on 22 November 2002 with a registered capital of 
                            RMB20 million

"China Power Huaze"         Beijing China Power Huaze Investment Company Limited, 
                            incorporated on 19 January 2004 with a registered capital of 
                            RMB50 million

"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

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

"Group"                     the Company and its subsidiaries 

"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

"Shareholders"              the shareholders of the Company

"Stock Exchange"            The Stock Exchange of Hong Kong Limited

"Valuation Report on 	    a valuation report on Chaozhou Power Company issued by
  Chaozhou Power 	    Zhong Tong Hua Appraisal Co. (Zhong Tong Hua Ping Bao Zi
  Company"                  (2011) No.233)                          
                        
"Wenshan Guoneng"           Wenshan Guoneng Investment Company Limited, incorporated 
                            on 14 February 2003 with a registered capital of RMB34.5 
                            million

"Zhong Tong Hua  	    Beijing Zhong Tong Hua Assets Appraisal Co., Ltd.
  Assets Appraisal Co."      

"%"			    percent  
 
                                                                        By Order of the Board  
                                                                              Zhou Gang     
                                                                        Secretary to the Board 

Beijing, the PRC, 21 September 2011

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* and Jiang Guohua*

*  Independent non-executive Directors