Non-public Issue of A Shares and Connected Tran...

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Limited take no responsibility for the contents of thisannouncement, 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 thisannouncement.

                DATANG INTERNATIONAL POWER GENERATION CO., LTD.                
   (a sino-foreign joint stock limited company incorporated in the People's    
                              Republic of China)                               
                               (Stock Code: 991)                               

                                  ANNOUNCEMENT                                  
                           NON-PUBLIC ISSUE OF A SHARES                          
                                      AND                                      
                             CONNECTED TRANSACTION                             

Non-public Issue of A Shares

The Board is pleased to announce that the proposal relating to the issue of A
Shares by way of non-public issue was approved by the Board on 25 May 2010,
pursuant to which the Company will issue up to a maximum of 1,000,000,000 A
Shares to not more than 10 qualified investors at the issue price of not less
than RMB6.81 (approximately equivalent to HK$7.74) per A Share.

The Subscription Agreement

The Board is pleased to announce that on 25 May 2010, the Company and CDC
entered into the Subscription Agreement which will be effective subject to
certain conditions. Pursuant to the Subscription Agreement, CDC proposed to
subscribe in cash at the price of not less than RMB6.81 per Share for 10% (i.e.
approximately 100,000,000 A Shares) of the ultimate total number of A Shares to
be issued by way of non-public issue. The total consideration will be
approximately RMB681 million. The subscription price to be offered by CDC will
be the same as the subscription price payable by other investors in the current
non-public issue of A Shares.

Connected Transaction

As at the date of the announcement, CDC and its subsidiaries hold a total of
approximately 35.08% of the issued share capital of the Company. Accordingly,
CDC is a Connected Person of the Company under Chapter 14 of the Listing Rules
and the entering into of the Subscription Agreement constitutes a connected
transaction of the Company under Chapter 14A of the Listing Rules.

As each of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) of the Subscription Agreement is more than 0.1% but less than
2.5%, the transaction contemplated under the Subscription Agreement is only
subject to the reporting and announcement requirements under Rules 14A.45 to
14A.47 of the Listing Rules and does not require the approval by the
independent Shareholders of the Company under Chapter 14A of the Listing Rules.

I. NON-PUBLIC ISSUE OF A SHARES

The proposal relating to the issue of A Shares by way of non-public issue was
approved by the Board on 25 May 2010, pursuant to which the Company will issue
up to a maximum of 1,000,000,000 A Shares by way of non-public issue to not
more than 10 qualified investors.

1. The proposal of non-public issuance of A Shares

(1) Type of Shares to be issued and par value

The type of shares to be currently issued is domestic listed RMB-denominated
ordinary Shares (A Shares) with a par value of RMB1.00 per Share.

(2) Method and time of issue

All Shares under the current issue shall be issued to specific targets by means
of non-public issue. Shares shall be issued to specific targets at any suitable
time chosen by the Company within six months upon the approval by the CSRC.

(3) Target subscribers and subscription method

The target subscribers under the current non-public issue shall not be more
than ten specific investors, including CDC. Except for CDC, the Board and the
lead underwriter shall determine other specific investors by way of price
consultation according to the relevant provisions of the CSRC after obtaining
the approval document from the CSRC. All target subscribers shall subscribe for
the Shares under the current issue by way of cash.

(4) Number of shares to be issued

The number of A Shares to be issued in the current non-public issue shall not
be more than one billion Shares (inclusive of one billion Shares). In the event
of any trading of Shares on ex-right or ex-dividend basis from the date of the
announcement on the resolutions of the Board, i.e., 26 May 2010, to the issue
date, the number of A Shares to be issued under the current non-public issue
shall be adjusted accordingly.

(5) Issue price and method of pricing

The issue price of the current non-public issue of A Shares shall not be lower
than 90% of the average trading prices of the Company's A Shares (i.e., RMB6.81
per Share) for the 20 trading days immediately preceding the date of the
announcement on the resolutions of the Board i.e., 26 May 2010. The final issue
price shall be determined on a best available price basis with reference to the
subscription quotations of the target subscribers after obtaining the approval
documents for the issue. CDC shall not participate in the process of the market
price consultation regarding the pricing of the current issue, but undertakes
that it will accept the result of the price consultation and shall subscribe
for the Shares at the same price as other investors.

(6) Arrangement for the lock-up period

The A Shares to be subscribed by CDC under the current non-public issue shall
not be transferred within 36 months commencing from the date of the completion
of the issue. The A shares to be subscribed by other target subscribers under
the current non-public offering shall not be transferred within 12 months
commencing from the date of the completion of the issue.

(7) Place of listing

The Shares under the current issue shall be listed and traded on the Shanghai
Stock Exchange after expiry of the lock-up period.

2. Conditions of the non-public issue of A Shares

Completion of the non-public issue of A Shares is subject to, among others, (i)
the approval by the Shareholders at the AGM on the authorisation to the Board
to deal with the relevant matters relating to the non-public issue of A Shares
at the Board's discretion; (ii) the approval by the Shareholders at the AGM on
the relevant resolutions relating to the proposal on the non-public issue of A
Shares and other relevant resolutions relating to the non-public issue of A
Shares, including the proposed use of the fundraising proceeds; and (iii) the
obtaining of all necessary consents, approvals and authorisation from relevant
government authorities (including but not limited to the approval by the CSRC).

As CDC is a party to the Subscription Agreement and will participate in the
current non-public issue of A Shares, CDC shall abstain from voting at the AGM
to approve the "Resolution for Non-public Issue of A Shares".

3. Use of fundraising proceeds

It is estimated that the proposed net proceeds from the current non-public
issue of A Shares (inclusive of the subscription of A Shares to be made by CDC
under the Subscription Agreement) shall not exceed RMB8 billion and the Company
plans to invest such proceeds in the following projects:

No.   Project to be funded by the fundraising  Total investment Proceeds to be 
      proceeds                                  of the project     invested    
                                                                               
                                                (RMB billion)    (RMB billion) 
                                                                               
1     Inner Mongolia Datang International Keqi      25.710           2.000     
      Coal-based Natural Gas Project (with                                     
      daily production of 12 million N cubic                                   
      metres)                                                                  
                                                                               
2     Liaoning Datang International Fuxin           24.570           1.814     
      Coal-based Natural Gas Project (with                                     
      daily production of 12 million N cubic                                   
      metres)                                                                  
                                                                               
3     Phase 1 at the Fujian Ningde Nuclear          49.342           1.223     
      Power Project                                                            
                                                                               
4     Chongqing Wujiang Yinpan Hydropower           8.045            0.600     
      Station                                                                  
                                                                               
5     Liaoning Datang International Fuxin           0.483            0.097     
      Qianchatai Windpower Project                                             
                                                                               
6     Liaoning Datang International Fuxin           0.480            0.096     
      Houchatai Windpower Project                                              
                                                                               
7     Inner Mongolia Datang International           0.448            0.094     
      Chayouhouqi Hongmu Windpower Mill Phase                                  
      2 Project                                                                
                                                                               
8     Phase 1 of East Unit 2 open-cut coal          2.965            0.376     
      mine project located in Shengli Coal                                     
      Mine                                                                     
                                                                               
9     Repayment of bank loans                         -              1.700     
                                                                               
      Total                                           -              8.000     

In the event that the Company have already carried out the investment in
certain relevant projects by using bank loans and internal resources prior to
obtaining the proceeds, the proceeds from the fundraising shall be used for
repaying the relevant bank loans and replenishing the Company's working capital
after obtaining the proceeds. In the event that the actual net proceeds from
the fundraising under the current issue are not sufficient for fulfilling the
capital required for the projects, the insufficient portion will be satisfied
by the Company's internally generated funds. In the event that the actual net
proceeds under the current issue exceed the capitals required for the projects,
the excess portion shall be used to replenish the Company's working capital.

The proposed non-public issue of A Shares is expected to be made under a
general mandate to be granted to the Board in the AGM in accordance with Rules
13.36(2)(b) and 19A.38 of the Listing Rules (for details of the general
mandate, please refer to notice of AGM dated 26 April 2010).

II. THE SUBSCRIPTION AGREEMENT

The Company and CDC entered into the Subscription Agreement on 25 May 2010
which will be effective subject to certain conditions. Pursuant to the
Subscription Agreement, CDC proposed to subscribe in cash at the price of not
less than RMB6.81 per Share for 10% (i.e. approximately 100,000,000 A Shares)
of the ultimate total number of A Shares with nominal value of RMB1.00 per
Share to be issued by way of non-public issue. The total consideration will be
approximately RMB681 million. The subscription price to be offered by CDC will
be the same as the subscription price for other investors in the current
non-public issue of A Shares.

Date

25 May 2010

Parties:

 1. the Company; and
   
 2. CDC
   
Principal Terms of the Subscription Agreement

1. The Company proposed to issue not more than 1,000,000,000 A Shares (ordinary
shares with nominal value of RMB1.00 per Share) by way of non-public issue to
not more than 10 target investors, including CDC.

2. Subscription target and size: CDC proposed to subscribe in cash for 10% of
the ultimate total number of A Shares to be issued, i.e. approximately
100,000,000 A Shares. In the event of any trading of Shares on ex-right or
ex-dividend basis from the date of the announcement on the resolutions of the
Board, i.e., 26 May 2010, to the date of the issue, the subscription price of
the A Shares to be subscribed by CDC under the current non-public issue shall
be adjusted accordingly.

3. Subscription price and pricing method: The subscription price to be paid by
CDC for the subscription of each of the A Shares under the current non-public
issue will be equal to the issue price of each of the A Shares under the
current non-public issue (i.e. the subscription price payable by other target
investors), i.e., not less than RMB6.81 (approximately equivalent to HK$7.74)
per A Share, which shall not be lower than 90% of the average trading prices of
the Company's A Shares (i.e., RMB7.57 per share) for the 20 trading days
immediately preceding the date of the announcement on the resolutions of the
Board (i.e. 26 May 2010). The final issue price shall be determined on a best
available price basis with reference to the subscription quotations of the
target subscribers after obtaining the approval documents for the issue. CDC
will not participate in the price quoting process for this issuance. The
minimum issue price for the non-public issue of the A Shares will be adjusted
accordingly if any ex-right or ex-dividend events in respect of the shares of
the Company occur during the period from the date of the announcement on the
resolutions of the Board (i.e., 26 May 2010) to the date of the issue.

4. Lock-up period: The Shares to be subscribed by CDC under the non-public
issue shall not be transferred within thirty six (36) months from the
completion date of the issue.

5. Subscription method: CDC will subscribe for the Shares by way of cash.

6. Payment method of subscription amount: As at the date of the settlement, CDC
will transfer the subscription amount to the account for the current non-public
issue of A Shares specifically opened by the sponsor of the current non-public
issue of A Shares.

7. Conditions: The Subscription Agreement is conditional upon, including but
   not limited to, the completion of the following conditions:
   
 1. The approval of the non-public issuance of A Shares by the Shareholders at
    the general meeting of the Company.
   
 2. The approval of the non-public issue of A Shares given by the State-owned
    Assets Supervision and Administration Commission of the State Council.
   
 3. The approval of the non-public issue of A Shares given by the Office of
    General Manager of the CDC.
   
 4. The approval of the current non-public issue of A Shares by the CSRC.
   
Information on the Group and CDC

The Group 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.

CDC is a state-owned enterprise. Its scope of operations 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.

Connected Transaction

The A Shares to be subscribed by CDC under the current non-public issue of A
Shares is expected to be made under a general mandate to be granted to the
Board in the AGM in accordance with Rules 13.36(2)(b) and 19A.38 of the Listing
Rules (For details of the general mandate, please refer to notice of AGM dated
26 April 2010).

As at the date of the announcement, CDC and its subsidiaries hold a total of
approximately 35.08% of the issued share capital of the Company. Accordingly,
CDC is a Connected Person of the Company under Chapter 14 of the Listing Rules
and the entering of the Subscription Agreement constitutes a connected
transaction of the Company under Chapter 14A of the Listing Rules.

As each of the applicable percentage ratios (as defined in Rule 14.07 of the
Listing Rules) of the Subscription Agreement is more than 0.1% but less than
2.5%, the transaction contemplated under the Subscription Agreement is only
subject to the reporting and announcement requirements under Rules 14A.45 to
14A.47 of the Listing Rules and does not require the approval by the
independent Shareholders of the Company under Chapter 14A of the Listing Rules.

Reasons for and Benefits of the Non-Public Issue of A Shares and the
Subscription Agreement

In recent years, under the strategic direction of "Focus in Power Generation,
Pursue Synergistic Diversifications", the Company has been increasing
investments in projects such as coal-fired power, hydropower, wind power and
nuclear power as well as power-related upstream and downstream businesses such
as coal mining, coal chemical and railway projects in order to meet the
Company's increasingly growing business needs. The non-public issue of A Shares
will leverage the resource allocation function of the capital market, capture
favourable market opportunities, enrich the Company's capital funds, expand the
Company's production capacity and core competitiveness, and improve the
Company's capital structure.

The entering into of the Subscription Agreement also represents CDC's strong
confidence in, and support to, the future developments of the Company.

The Directors, including independent non-executive Directors, are of the view
that the terms of the CDC Subscription Agreement are normal commercial terms,
fair and reasonable and in the interest of the Company and its Shareholders as
a whole.

III. FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS

Save for the capital raising activities mentioned below, there has not been any
other capital raising activity of the Company in the 12 months preceding the
date of this announcement:

Date of        Event        Approximate        Intended use  Actual use of     
announcement                net proceeds       of proceeds   proceeds as at the
                                                             date of this      
                                                             announcement      
                                                                               
24 March, 2010 530,000,000  RMB3,248,246,600   The           As at the date of 
               A Shares                        fundraising   the announcement, 
               were issued                     proceeds were the fundraising   
               to specific                     primarily     proceeds have been
               targets by                      used in the   used up in        
               way of                          construction  accordance with   
               non-public                      of power      the fundraising   
               issue                           generation    proceeds usage    
                                               projects.     plan. For details,
                                                             please refer to   
                                                             the "Previous     
                                                             Fundraising       
                                                             Proceeds Usage    
                                                             Report and the    
                                                             Verification      
                                                             Report" published 
                                                             on the websites of
                                                             the Shanghai Stock
                                                             Exchange (        
                                                             www.sse.com.cn)   
                                                             and the Stock     
                                                             Exchange          
                                                             (www.hkex.com.hk) 
                                                             on 26 May 2010.   

IV. THE STRUCTURE OF THE SHAREHOLDING OF THE COMPANY

The shareholding structures of the Company immediately before and after the
current non-public issue of 1,000,000,000 A Shares will be as follows:

            Immediately before the completion of   Immediately after the completion of 
            the non-public issue of A Shares of    the non-public issue of A Shares of 
                         the Company                          the Company             
                                                                                      
Name of      Number of     Percentage Percentage   Number of     Percentage Percentage
Shareholder  Shares held   of total   of total     Shares held   of total   of total  
                           issued A   issued                     issued A   issued    
                           Shares of  share                      Shares of  share     
                           the        capital of                 the        capital of
                           Company(%) the                        Company(%) the       
                                      Company(%)                           Company(%)
                                                                                      
CDC          A Shares:      44.02      32.17      A Shares:      40.62      30.50     
             3,959,241,160                        4,059,241,160                       
                                                                                      
             H Shares:      Not        2.91       H Shares:      Not        2.69      
             358,680,000    Applicable            358,680,000    Applicable           
                                                                                      
Other        5,035,118,840  55.98      40.90      5,035,118,840  50.38      37.83     
Shareholders                                                                          
holding A                                                                             
Shares                                                                                
                                                                                      
Other        2,956,997,578  Not        24.02      2,956,997,578  Not        22.22     
Shareholders                Applicable                           Applicable           
holding H                                                                             
Shares                                                                                
                                                                                      
Other target Not Applicable Not        Not        900,000,000    9.00       6.76      
investors                   Applicable Applicable                                     
(excluding                                                                            
CDC)                                                                                  
                                                                                      
Total:       12,310,037,578 100        100        13,310,037,578 100        100       

DEFINITIONS

In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:

"AGM"                       the 2009 annual general meeting to be convened by  
                            the Company at the function room of 5/F,           
                            Intercontinental Hotel, No. 11 Financial Street,   
                            Xicheng District, Beijing, the PRC on 11 June 2010 
                            (Friday) at 9:00 a.m.                              
                                                                               
"A Share(s)"                the domestic ordinary share(s) of the Company with 
                            a nominal value of RMB1.00 per share and are listed
                            on the Shanghai Stock Exchange                     
                                                                               
"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. CDC and its subsidiaries own    
                            approximately 35.08% 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                     
                                                                               
"Connected Person"          has the meaning ascribed to it under the Listing   
                            Rules                                              
                                                                               
"CSRC"                      the China Securities Regulatory Commission         
                                                                               
"Director(s)"               the director(s) of the Company                     
                                                                               
"Domestic Shares"           the ordinary shares issued by the Company with a   
                            nominal value of RMB1.00 each, which are subscribed
                            for or credited as paid up in Renminbi             
                                                                               
"Group"                     the Company and its subsidiaries                   
                                                                               
"HK$"                       Hong Kong dollar(s), the lawful currency of Hong   
                            Kong                                               
                                                                               
"Hong Kong"                 the Hong Kong Special Administrative Region of the 
                            PRC                                                
                                                                               
"H Share(s)"                the overseas listed foreign shares of the Company  
                            with a nominal value of RMB1.00 each, which are    
                            listed on the Stock Exchange and the London Stock  
                            Exchange                                           
                                                                               
"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           
                                                                               
"Shares"                    the ordinary shares of the Company with a nominal  
                            value of RMB1.00 each, comprising domestic Shares  
                            and H Shares                                       
                                                                               
"Shareholder(s)"            the holder(s) of the Share(s)                      
                                                                               
"Stock Exchange"            The Stock Exchange of Hong Kong Limited            
                                                                               
"Subscription               the subscription agreement dated 25 May 2010       
Agreement"                  entered into between the Company and CDC relating  
                            to the subscription by CDC of A Shares to be issued
                            by way of non-public issue by the Company          
                                                                               
"%"                         per cent                                           

Note: Unless otherwise specified and for reference only, the conversion of Hong
Kong dollars into Renminbi is based on the exchange rate of HK$1= RMB0.877 in
this announcement

                             By Order of the Board                             
                                   Zhou Gang                                   
                            Secretary to the Board                             

Beijing, the PRC, 25 May 2010

As at the date of this announcement, the Directors of the Company are:

Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu
Changchun*, Xia Qing* and Li Hengyuan*.

*Independent non-executive Directors