Continuing Connected Transactions

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of this notice.

                              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 20 May 2013, the Company entered into the Framework Agreement for Production Materials with China Water 
Resources and Power, a wholly-owned subsidiary of CDC, 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, a subsidiary of CDC, 
entered into the Framework Agreement for Production Materials on 20 May 2013 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

20 May 2013

Parties 

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


Subject Matter

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 2013 to 31 December 2013.

The Company confirms that each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing 
Rules) in respect of the transactions amount under the Framework Agreement for Production Materials for the 
period from 1 January 2013 to the date of this announcement did not exceed the de minimis threshold set out 
under Chapter 14A of the Listing Rules.

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 
2013, the continuing connected transactions contemplated under the Framework Agreement for Production Materials 
are subject to an annual cap of RMB800 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 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 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 CENTRALISED PURCHASE

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 RMB15.394 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 
transactions 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 transaction. Those connected Directors, including Liu 
Shunda, Hu Shengmu and Fang Qinghai, who are, or have been, the principal management staff of CDC, 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 Production Materials"             the framework agreement for materials purchase of the 
                                                           machinery, equipment and materials of technical 
                                                           transformation projects dated 20 May 2013 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, 20 May 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