Connected Transaction

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
                            CONNECTED TRANSACTION



SURRENDER OF THE RIGHT OF FIRST REFUSAL 

On 27 March 2013, the Company issued a letter to CDC and Gantou Hydropower to 
surrender the right of first refusal to acquire the Pledged Interest.  

LISTING RULES IMPLICATIONS 

As at the date of this announcement, CDC and its subsidiaries hold 
approximately 34.71% of the issued share capital of the Company and Gantou 
Hydropower holds 20% of the equity interest in Ganzi Hydropower Company, a 
subsidiary of the Company. Pursuant to Chapter 14A of the Listing Rules, CDC 
and Gantou Hydropower are connected persons of the Company and the surrender of 
the right of first refusal to acquire the Pledged Interest constitutes a 
connected transaction of the Company under Rule 14A.70(3) of the Listing Rules. 

Since each of the applicable percentage ratios (as defined under Rule14.07 of 
the Listing Rules) in respect of the surrender of the right of first refusal to 
acquire the Pledged Interest is less than 5%, the transaction is only subject 
to the reporting and announcement requirements and does not require the 
approval by the independent shareholders of the Company under Chapter 14A of 
the Listing Rules.

 

BACKGROUND

As at the date of this announcement, the equity structure of Ganzi Hydropower 
Company is as follows: 52.5% of the equity interest of Ganzi Hydropower Company 
is held by the Company; 27.5% of the equity interest of Ganzi Hydropower 
Company is held by CDC; and 20% of the equity interest of Ganzi Hydropower 
Company is held by Gantou Hydropower. 

To ensure the smooth implementation of the projects of Ganzi Hydropower Company, 
Ganzi Hydropower Company held a general meeting on 20 December 2012 and the 
shareholders resolved to fully pay the capital in Ganzi Hydropower Company in 
proportion to their respective capital contribution by 30 December 2012. Among 
which, CDC shall pay a capital of RMB53.88 million and Gantou Hydropower shall 
pay a capital of RMB315.01 million. The Company has already paid its capital of 
RMB853.16 million to Ganzi Hydropower Company in accordance with its proportion 
of capital contribution.

In this regard, CDC entered into the Advanced Capital Agreement with Gantou 
Hydropower. Pursuant to the agreement, Gantou Hydropower agreed to pledge its 
19.38% equity interest in Ganzi Hydropower Company to CDC and CDC shall 
contribute capital in the sum of RMB315.01 million to Ganzi Hydropower Company 
on behalf of Gantou Hydropower. In the event that Gantou Hydropower fails to 
repay the advance capital and the interest incurred thereon based on the bank 
interest rates over the same period to CDC before 31 December 2012, the Pledged 
Interest shall be taken over by CDC. 

The Company has recently been notified that as at the date of this announcement, 
CDC has contributed advance capital in the sum of RMB315.01 million to Ganzi 
Hydropower Company on behalf of Gantou Hydropower and Gantou Hydropower failed 
to repay the advance capital to CDC before 31 December 2012. As such, CDC 
intended to take over the Pledged Interest. 
 

SURRENDER THE RIGHT OF FIRST REFUSAL

Pursuant to the articles of association of Ganzi Hydropower Company, if any of 
the shareholders of Ganzi Hydropower Company intends to sell or transfer their 
equity interest, the other shareholder(s) shall have the right of first refusal 
to acquire such equity interest under the same conditions. 

Having taken into account the principal factors and considerations set out in 
the section headed "REASONS FOR AND BENEFITS OF SURRENDER THE RIGHT OF FIRST 
REFUSAL", the Board decided to surrender the right of first refusal to acquire 
the Pledged Interest on 25 March 2013.

On 27 March 2013, the Company issued a letter to CDC and Gantou Hydropower 
informing them that the Company will surrender the right of first refusal to 
acquire the Pledged Interest. 

No money is payable between the Company, CDC and Gantou Hydropower in respect 
of the surrender of the right of first refusal to acquire the Pledged Interest. 


INFORMATION OF THE RELEVANT PARTIES

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, with its main service areas being in the PRC.

2.   CDC was established on 9 March 2003 and is principally engaged in the 
     development, investment, construction, operation and management of power 
     energy, organization 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.   Gantou Hydropower was established on 6 March 1989 and is principally 
     engaged in tendering agency, importing agency, pipeline supply, 
     engineering consultation, spare parts, equipment management, supplies 
     management of engineering projects, CDM and safety evaluation.  

4.   Ganzi Hydropower Company was established on 3 July 2006 and is principally 
     engaged in the development and construction of Sichuan Daduhe Changheba 
     Hydropower Project (with an installed capacity of 2,600MW) and Sichuan 
     Daduhe Huangjinping Hydropower Project (with an installed capacity of 
     850MW). Both of the projects are currently under construction. 

     According to the audited financial statements of Ganzi Hydropower Company 
     for the year ended 31 December 2012, prepared in accordance with PRC 
     accounting standards, the assets value of Ganzi Hydropower Company as at
     31 December 2012 amounted to RMB11,667.3772 million. No profit nor 
     revenues were generated by Ganzi Hydropower Company for the two years 
     ended 31 December 2011 and 31 December 2012, respectively.

     Following the completion of the change of registration of Ganzi Hydropower
     Company resulting from the aforesaid change of equity interest, Ganzi 
     Hydropower Company will continue to be a subsidiary of the Company and the
     equity structure of Ganzi Hydropower Company will be adjusted as follows:

     52.5% of the equity interest of Ganzi Hydropower Company will be held by 
     the Company; 46.88% of the equity interest of Ganzi Hydropower Company 
     will be held by CDC; and 0.62% of the equity interest of Ganzi Hydropower
     Company will be held by Gantou Hydropower. 


REASONS FOR AND BENEFITS OF THE SURRENDER OF THE RIGHT OF FIRST REFUSAL 

The arrangement under the Advanced Capital Agreement is to ensure Ganzi 
Hydropower Company to have its capital in place, so as to meet its capital 
needs to construct its projects and facilitate smooth construction and 
operation. The surrender of the right of first refusal to acquire the Pledged 
Interest will not change the Company's equity holding in and its control over 
Ganzi Hydropower Company, and therefore would not have any material impact on 
the Company.

The Directors (including the independent non-executive Directors) are of the 
view that the surrender of the right of first refusal to acquire the Pledged 
Interest is fair and reasonable and conducted on normal commercial terms and in 
the ordinary course of business of the Company and is in the interests of the 
shareholders of the Company as a whole.


LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC and its subsidiaries hold approximately 
34.71% of the issued share capital of the Company and Gantou Hydropower holds 
20% of the equity interest in Ganzi Hydropower Company, a subsidiary of the 
Company. Pursuant to Chapter 14A of the Listing Rules, CDC and Gantou Hydropower 
are connected persons of the Company and the surrender of the right of first 
refusal to acquire the Pledged Interest constitutes a connected transaction of 
the Company under Rule 14A.70(3) of the Listing Rules. 

Since each of the applicable percentage ratios (as defined under Rule14.07 of 
the Listing Rules) in respect of the surrender of the right of first refusal to 
acquire the Pledged Interest is less than 5%, the transaction is only subject 
to the reporting and announcement requirements and does not require the 
approval by the independent shareholders of the Company under Chapter 14A of 
the Listing Rules.  


BOARD'S APPROVAL

None of the Director has material interest in the transaction. Those connected 
Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are, or have 
been, principal management staff of CDC, have abstained from voting at the 
Board meeting for 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:


"Advanced Capital Agreement"        the advanced capital agreement dated 25 
                                    December 2012 entered into between CDC and 
                                    Gantou Hydropower

"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. CDC and 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

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

"Gantou Hydropower"                 Ganzi County Gantou Hydropower Development
                                    Company Limited. For more information,
                                    please refer to the section headed 
                                    "INFORMATION OF THE RELEVANT PARTIES"

"Ganzi Hydropower Company"          Sichuan Datang International Ganzi 
                                    Hydropower Development Co., Ltd., a 
                                    subsidiary of the Company. For more 
                                    information, please refer to the section 
                                    headed "INFORMATION OF THE RELEVANT 
                                    PARTIES"

"Listing Rules"                     The Rules Governing the Listing of 
                                    Securities on the Stock Exchange

"Pledged Interest"                  19.38% equity interest of Ganzi Hydropower 
                                    Company which Gantou Hydropower is 
                                    interested in 

"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, 28 March 2013

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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, 
Li Hengyuan*, Zhao Jie*, Jiang Guohua*

*  Independent non-executive directors