Continuing Connected Transactions

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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

FUEL PURCHASE FRAMEWORK AGREEMENT

On 23 December 2014, the Company entered into the Fuel Purchase Framework Agreement with Xilinhaote
Mining Company, pursuant to which the Company and certain of its subsidiaries agreed to purchase
coal from Xilinhaote Mining Company with a maximum aggregate annual transaction amount of approximately
RMB886 million for a term of one year commencing from 1 January 2015 to 31 December 2015.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC is the controlling shareholder of the Company, which together
with its subsidiaries hold approximately 34.71% of the issued share capital of the Company. Since China
Datang Coal Industry Company, a wholly-owned subsidiary of CDC, holds 40% equity interest in Xilinhaote
Mining Company, Xilinhaote Mining Company is therefore a connected person of the Company. The transaction
contemplated under the Fuel Purchase Framework Agreement constitutes continuing connected transactions
of the Company.

Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules)
in respect of the transaction amount of the Fuel Purchase Framework Agreement is higher than 0.1% and
below 5% and all the other applicable percentage ratios are below 5%, the Fuel Purchase Framework
Agreement and the transactions contemplated thereunder 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.

FUEL PURCHASE FRAMEWORK AGREEMENT

Date:      23 December 2014

Parties:   The Company and Xilinhaote Mining Company
 
Major terms

1.   Subject matter: The Company and its subsidiaries agreed to purchase coal from Xilinhaote Mining
     Company during the term of the agreement. The parties may, from time to time during the term of
     the agreement, enter into specific purchase contracts in respect of the purchase of coal by the
     Company and its subsidiaries, and such specific purchase contracts shall be subject to the terms
     of the Fuel Purchase Framework Agreement.

2.   Consideration: To be determined in the ordinary course of business on normal commercial terms
     on the basis of arm's length negotiation according to the prevailing market conditions.

3.   Settlement and payment: Settlement shall be made by the parties according to the settlement
     invoice which were confirmed by both parties.

4.   Term: One year, commencing from 1 January 2015 to 31 December 2015.

5.   The Fuel Purchase Framework Agreement becomes effective when they are duly signed by both parties.

Annual cap and pricing policy

It is expected that the annual cap of transaction amount in respect of the Fuel Purchase Framework
Agreement for the year ending 31 December 2015 is RMB886 million, which is determined with reference
to (i) the anticipated quantity of coal to be purchased by the Company and its subsidiaries from
Xilinhaote Mining Company for the year ending 31 December 2015; and (ii) the estimated market
price of coal.

As set out in earlier section of this announcement, the consideration for the purchase of coal under
the Fuel Purchase Framework Agreement is to be determined with reference to the market price of coal
and on normal commercial terms on the basis of arm's length negotiation according to prevailing market
conditions. The Company has also taken into account the following factors in determination of the
consideration:

1.   Purchase costs of coal of the Company, including purchase costs of coal, vessel leasing costs, 
     port development fee, insurance expenses, laboratory fee, business tax and other expenses.

2.   Professional departments of the Company are responsible for collecting market prices of coal and
     making reference with the market trends of the last three years for determination of pricing.

3.   The selling price of the fuel company is determined after discussion in fuel management team meeting
     of the Company with reference to the purchase cost of the fuel company, coal consumption of its
     power generation companies, as well as trends of the pan-Bohai and international prices changes.
     The Company also negotiates with its power generation companies so as to determine the purchasing
     price of coal for 2015.

According to the anticipated volume of coal demanded by the Company and its subsidiaries for their 
production for the year ending 31 December 2015, as well as the results of negotiation between the 
parties, it is expected that the annual cap for the year ending 31 December 2015 is substantially 
higher than the historical transaction amount.

Historical transaction amounts

For the eleven months ended 30 November 2014, the transaction amount for the purchase of coal from
Xilinhaote Mining Company by the Company and its subsidiaries was approximately RMB432 million.

For the year ended 31 December 2013, the transaction amount for the purchase of coal from Xilinhaote 
Mining Company by the Company and its subsidiaries was approximately RMB301 million.

For the year ended 31 December 2012, the transaction amount for the purchase of coal from Xilinhaote 
Mining Company by the Company and its subsidiaries was approximately RMB475 million.

REASONS FOR AND BENEFITS OF ENTERING INTO THE FUEL FRAMEWORK AGREEMENT

The purchase of coal by the Company and its subsidiaries from Xilinhaote Mining Company can fully
leverage the advantage of securing coal supply from a specialised coal company, thereby effectively
securing the production coal of the coal-to-chemical enterprises and certain power generation
enterprises of the Company, and exhibit the Company and its subsidiaries' advantage of economy-of-scale
of procurement, so as to exercise control over the expenses of the relevant enterprises, and to increase
Xilinhaote Mining Company's operating revenue and overall profitability of the Company.

The Directors (including the views of the independent non-executive Directors) are of the view that
the terms of the Fuel Purchase Framework Agreement are fair and reasonable, have been entered into
after arm's length negotiation between all parties thereto and determined on normal commercial
terms and is in the interests of the Company and the shareholders as a whole.

INFORMATION ON THE PARTIES TO THE AGREEMENT

1.   The Company 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 with 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; manufacture, 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.   Xilinhaote Mining Company is a subsidiary of the Company. It is principally engaged in import
     and export trading, sale of mining products (excluding exclusively controlled products), earth and
     rock stripping, technological consultation and services of mining products. The equity structure of
     Xilinhaote Mining Company is: the Company holds 60% equity interest in Xilinhaote Mining Company,
     while China Datang Coal Industry Company holds 40% equity interest in Xilinhaote Mining Company.

LISTING RULES IMPLICATIONS 

As at the date of this announcement, CDC is the controlling shareholder of the Company, which together
with its subsidiaries hold approximately 34.71% of the issued share capital of the Company. Since China
Datang Coal Industry Company, a wholly-owned subsidiary of CDC, holds 40% equity interest in Xilinhaote
Mining Company, Xilinhaote Mining Company is therefore a connected person of the Company. The
transactions contemplated under the Fuel Purchase Framework Agreement constitute continuing connected
transactions of the Company.

Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules)
in respect of the transaction amount of the Fuel Purchase Framework Agreement is higher than 0.1% and below
5% and all the other applicable percentage ratios are below 5%, the Fuel Purchase Framework Agreement and
the transactions contemplated thereunder 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.

None of the Directors has material interest in the Fuel Purchase Framework Agreement. Those connected
Directors, including Chen Jinhang, Hu Shengmu and Liang Yongpan, 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 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

"China Datang Coal    China Datang Coal Industry Company, Ltd., a wholly-owned subsidiary of CDC
Industry Company" 

"Company"             Datang International Power Generation Company, 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            has the meaning ascribed to it under the Listing Rules
person(s)"  

"Directors"           the director(s) of the Company

"Fuel Purchase        the coal sale and purchase framework agreement dated 23 December 2014 entered 
Framework Agreement"  into between the Company and Xilinhaote Mining Company

		

"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

"Xilinhaote           Inner Mongolia Datang International Xilinhaote Mining Company Ltd., a controlling 
Mining Company"	      subsidiary of the Company, details of which are set out in the section entitled 
                      "Information on the Parties to the Agreement"

"%"                   percent



                                                                                   By Order of the Board  
                                                                                         Zhou Gang     
                                                                                  Secretary to the Board 

Beijing, the PRC, 23 December 2014

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