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DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Continuing Connected Transactions

DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Continuing Connected 
Transactions
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                                  
                  CONTINUING CONNECTED TRANSACTIONS                       

FUEL FRAMEWORK AGREEMENTS                                                      


                                                                           
On 6 February 2013, the Company and certain of its subsidiaries entered into   
the Fuel Framework Agreements with certain connected persons to carry out the  
following continuing connected transactions:                                    
                                                                           
1. Purchase of coal from Beijing Datang Fuel Company and its subsidiaries by    
the Company and its subsidiaries                                              


     
    (1) The Company entered into the Fuel Purchase Framework Agreement with 
       Beijing Datang Fuel Company, pursuant to which the Company and certain 
       of its subsidiaries agreed to purchase coal from Beijing Datang Fuel 
       Company with a maximum aggregate annual transaction amount of 
       approximately RMB35,505 million for a term of one year commencing 
       from 1 January 2013 to 31 December 2013.
    (2) Six subsidiaries of the Company entered into eight Inner Mongolia Fuel 
       Purchase Framework Agreements with Inner Mongolia Fuel Company 
       respectively, pursuant to which each of such six subsidiaries of the 
       Company agreed to purchase coal from Inner Mongolia Fuel Company with 
       a maximum aggregate annual transaction amount of approximately 
       RMB5,425 million for a term of one year commencing from 1 January 
       2013 to 31 December 2013.


                                                                           
2. Sale of coal by Hong Kong Company to certain subsidiaries of the Company     


    (1) Hong Kong Company entered into the Hong Kong-Beijing Fuel Sale 
       Framework Agreement with Beijing Datang Fuel Company, pursuant to 
       which Hong Kong Company agreed to sell coal to Beijing Datang Fuel 
       Company, with a maximum aggregate annual transaction amount of 
       approximately USD380 million, equivalent to RMB2,367.4 million for 
       a term of one year commencing from 1 January 2013 to 31 December 2013.
    (2) Hong Kong Company entered into the Hong Kong-Power Plants Fuel Sale 
       Framework Agreement with the Company, pursuant to which Hong Kong 
       Company agreed to sell coal to Lvsigang Power Generation Company 
       and Chaozhou Power Generation Company, with a maximum aggregate 
       annual transaction amount of approximately USD522 million, equivalent 
       to RMB3,252.1 million, for a term of one year commencing from 1 
       January 2013 to 31 December 2013.

ANNUAL SHIPPING FRAMEWORK AGREEMENT                                            


                                                                           
Provision of transportation service to Beijing Datang Fuel Company by a        
subsidiary of the Company                                                       
                                                                           
Shipping Company, a subsidiary of the Company, entered into the Annual Shipping
Framework Agreement with Beijing Datang Fuel Company, pursuant to which        
Shipping Company agreed to provide coal transportation service to Beijing      
Datang Fuel Company with a maximum aggregate annual transaction amount of      
approximately RMB385 million for a term of one year commencing from 1 January  
2013 to 31 December 2013.                                                       
                                                                           
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 CDC and its subsidiaries hold       
certain equity interests in Beijing Datang Fuel Company, Inner Mongolia Fuel   
Company, Lvsigang Power Generation Company and Chaozhou Power Generation       
Company, which are subsidiaries of the Company, such subsidiaries are connected
persons of the Company. The transactions contemplated under the Fuel Framework 
Agreements and the Annual Shipping Framework Agreement constitute continuing   
connected transactions of the Company.                                          
                                                                           
Since (i) one or more of the applicable percentage ratios (as defined under    
Rule14.07 of the Listing Rules) in respect of the aggregated transaction amount
for purchase of coal under the Fuel Purchase Framework Agreement and the Inner 
Mongolia Fuel Purchase Framework Agreements; and (ii) one or more of the       
applicable percentage ratios in respect of the aggregated transaction amount   
for sale of coal under the Hong Kong-Beijing Fuel Sale Agreement and Hong      
Kong-Power Plants Fuel Sale Agreement are all higher than 5%, the Fuel         
Framework Agreements and the transactions contemplated thereunder are subject  
to the reporting and announcement requirements, as well as the independent     
shareholders' approval requirements under Chapter 14A of the Listing Rules.     
                                                                           
Since all of the applicable percentage ratios in respect of the transaction    
amount under the Annual Shipping Framework Agreement are below 5%, the Annual  
Shipping Framework Agreement and the transactions contemplated thereunder are  
subject to the reporting and announcement requirements, but are exempted from  
the independent shareholders' approval requirements under Chapter 14A of the   
Listing Rules.                                                                  
                                                                           
The Company will disclose the relevant details in the next annual report and   
accounts of the Company in accordance with the relevant requirements as set out
in Chapter 14A of the Listing Rules. A circular containing details of the Fuel 
Framework Agreements, a letter from the independent board committee and a      
letter from the independent financial advisor, both advising the terms of the  
Fuel Framework Agreements, will be dispatched to the Shareholders on or before 
4 March 2013.                                                                   
PURCHASE OF COAL FROM BEIJING DATANG FUEL COMPANY AND ITS SUBSIDIARIES BY THE 
COMPANY AND ITS SUBSIDIARIES 
1. Fuel Purchase Framework Agreement 


       Date:    6 February 2013
    Parties: The Company, Beijing Datang Fuel Company
    Major terms:
    (1) Subject matter: the Company and its subsidiaries agreed to purchase coal
       from Beijing Datang Fuel 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 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 
       ormal commercial terms on the basis of arm's length negotiation 
       according to prevailing market conditions.
    (3) Settlement and payment: Settlement shall be made by the relevant parties 
       in accordance with the confirmed settlement invoice.
    (4) Term: One year, commencing 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 
       transaction amounts under the Fuel Purchase Framework Agreement for the 
       period from 1 January 2013 to the date of this announcement does not 
       exceed the de minimis threshold under Chapter 14A of the Listing Rules.
    (5) The Fuel Purchase Framework Agreement becomes effective when they are 


   duly signed by both parties. 
Annual cap 
It is expected that the maximum transaction amount in respect of the Fuel
Purchase Framework Agreement for the year ending 31 December 2013 is RMB35,505
million; such amount is determined with reference to (i) the anticipated
quantity of coal to be purchased by the Company and its subsidiaries from
Beijing Datang Fuel Company for the year ending 31 December 2013; and (ii) the
estimated market price of coal. 
Since there will be an increase in the number of subsidiaries of the Company to
purchase coal from Beijing Datang Fuel Company for the year ending 31 December
2013, the annual cap for the year ending 31 December 2013 is substantially
higher than the historical transaction amount. 
Historical transactionamounts 
The transaction amount of purchase of coal by the Company and its subsidiaries
from Beijing Datang Fuel Company for the year ended 31 December 2012 was
approximately RMB11,252 million. 
The transaction amount of purchase of coal by the Company and its subsidiaries
from Beijing Datang Fuel Company for the year ended 31 December 2011 was
approximately RMB15,809 million. 
The transaction amount of purchase of coal by the Company and its subsidiaries
from Beijing Datang Fuel Company for the year ended 31 December 2010 was
approximately RMB13,882 million. 
2. Inner Mongolia Fuel Purchase Framework Agreements 


       Date:    6 February 2013
    Parties: six subsidiaries of the Company, Inner Mongolia Fuel Company
    Major terms:
    The terms of the eight Inner Mongolia Fuel Purchase Framework Agreements are 
    materially the same, the material terms of which are summarized as follows:
    (1) Subject matter: The six subsidiaries of the Company agreed to purchase 
       coal from Inner Mongolia Fuel 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 six subsidiaries of the Company provided that such specific 
       purchase contracts shall be subject to the terms of the Inner Mongolia 
       Fuel Purchase Framework Agreements.
    (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 prevailing market conditions.
    (3) Settlement and payment: Settlement shall be made by the relevant 
       parties in accordance with the confirmed settlement invoice.
    (4) Term: One year, commencing 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 
       transaction amount under the Inner Mongolia Fuel Purchase Framework 
       Agreements for the period from 1 January 2013 to the date of this 
       announcement does not exceed the de minimis threshold under Chapter 
       14A of the Listing Rules.
    (5) The Inner Mongolia Fuel Purchase Framework Agreements become effective 
       when they are duly signed by the relevant parties.
    Annual cap

It is expected that the maximum transaction amount in respect of the Inner
Mongolia Fuel Purchase Framework Agreements for the year ending 31 December
2013 is RMB5,425 million; such amount is determined with reference to (i) the
anticipated quantity of coal to be purchased by the six subsidiaries of the
Company from Inner Mongolia Fuel Company for the year ending 31 December 2013;
and (ii) the estimated market price of coal.

Historical transaction amounts

The transaction amount of purchase of coal by the six subsidiaries of the
Company from Inner Mongolia Fuel Company for the year ended 31 December 2012
was approximately RMB4,730 million.

The transaction amount of purchase of coal by the six subsidiaries of the
Company from Inner Mongolia Fuel Company for the year ended 31 December 2011
was approximately RMB4,400 million.

The six subsidiaries of the Company did not conduct any transaction in relation
to purchase of coal with Inner Mongolia Fuel Company for the year ended 31
December 2010.

SALE OF COAL BY HONG KONG COMPANY TO CERTAIN SUBSIDIARIES OF THE COMPANY

1. Hong Kong - Beijing Fuel Sale Framework Agreement


Date:    6 February 2013 


    Parties: Hong Kong Company, Beijing Datang Fuel Company
    Major terms:
    (1) Subject matter: Hong Kong Company agreed to sell coal to Beijing Datang 
       Fuel Company during the term of the agreement.
       The parties may, from time to time during the term of the agreement, 
       enter into specific coal sale contracts in respect of the sale of 


   coal by Hong Kong Company provided that such specific coal sale 
contracts  


       shall be subject to the terms of the Hong Kong-Beijing Fuel Sale 
       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 prevailing market conditions.
    (3) Settlement and payment: Settlement shall be made by the relevant 
       parties in accordance with the confirmed settlement invoice.
    (4) Term: Commencing 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 
       transaction amount under the Hong Kong-Beijing Fuel Sale Framework 
       Agreement for the period from 1 January 2013 to the date of this 
       announcement does not exceed the de minimis threshold under Chapter 
       14A of the Listing Rules.
    (5) The Hong Kong-Beijing Fuel Sale Framework Agreement becomes effective 
       when it is duly signed by both parties.
    Annual cap

It is expected that the maximum transaction amount in respect of the Hong
Kong-Beijing Fuel Sale Framework Agreement for the year ending 31 December 2013
is USD380 million, equivalent to RMB2,367.4 million; such amount is determined
with reference to (i) the anticipated quantity of coal to be sold by Hong Kong
Company to Beijing Datang Fuel Company for the year ending 31 December 2013;
and (ii) the estimated market price of coal.

Historical transaction amounts

The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel
Company for the year ended 31 December 2012 was approximately RMB299 million.

The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel
Company for the year ended 31 December 2011 was approximately RMB183 million.

The transaction amount of coal sale by Hong Kong Company to Beijing Datang Fuel
Company for the year ended 31 December 2010 was approximately RMB71 million.

2. Hong Kong-Power Plants Fuel Sale Framework Agreement
       Date:    6 February 2013
    Parties: Hong Kong Company, the Company
    Major terms:
    (1) Subject matter: Hong Kong Company agreed to sell coal to each of 
       Lvsigang Power Generation Company and Chaozhou Power Generation Company 
       during the term of the agreement.
       The parties may, from time to time during the term of the agreement, 
       enter into specific coal sale contracts in respect of the sale of coal 
       by Hong Kong Company provided that such specific coal sale contracts 
       shall be subject to the terms of the Hong Kong-Power Plants Fuel Sale 
       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 prevailing market conditions.
    (3) Settlement and payment: Settlement shall be made by both parties in 
       accordance with the confirmed settlement invoice.
    (4) Term: Commencing 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 
       transaction amount under the Hong Kong-Power Plants Fuel Sale Framework 
       Agreement for the period from 1 January 2013 to the date of this 
       announcement does not exceed the de minimis threshold under Chapter 14A 
       of the Listing Rules.
    (5) The Hong Kong - Power Plants Fuel Sale Framework Agreement becomes 
       effective when it is duly signed by the relevant parties.
    Annual cap

It is expected that the maximum transaction amount in respect of the Hong
Kong-Power Plants Fuel Sale Framework Agreement for the year ending 31 December
2013 is US$522 million, equivalent to RMB3,252.1 million; such amount is
determined with reference to (i) the anticipated quantity of coal to be sold by
Hong Kong Company to Lvsigang Power Generation Company and Chaozhou Power
Generation Company for the year ending 31 December 2013; and (ii) the estimated
market price of coal.

Since there will be an increase in the number of subsidiaries of the Company
(i.e. Lvsigang Power Generation Company) to purchase coal from Hong Kong
Company for the year ending 31 December 2013, the annual cap for the year
ending 31 December 2013 is substantially higher than the historical transaction
amount.

Historical transaction amounts

The transaction amount of coal sale by Hong Kong Company to Chaozhou Power
Generation Company for the year ended 31 December 2012 was approximately
RMB1,285 million.

The transaction amount of coal sale by Hong Kong Company to Chaozhou Power
Generation Company for the year ended 31 December 2011 was approximately RMB742
million.

The transaction amount of coal sale by Hong Kong Company to Chaozhou Power
Generation Company for the year ended 31 December 2010 was approximately RMB568
million.

Hong Kong Company did not conduct any transaction in relation to coal sale with
Lvsigang Power Generation Company for the three years ended 31 December 2012.

PROVISION OF TRANSPORTATION SERVICE TO BEIJING DATANG FUEL COMPANY BY A
SUBSIDIARY OF THE COMPANY

Annual Shipping Framework Agreement

Date:    6 February 2013

Parties: Shipping Company, Beijing Datang Fuel Company

Major terms:

(1) Subject matter: Shipping Company agreed to provide coal transportation 
service 
    to Beijing Datang Fuel Company during the term of the agreement.
    The parties may, from time to time during the term of the agreement, enter 


into specific transportation contracts in respect of the coal 
transportation  
by Shipping Company provided that such specific contracts shall be subject 
to  


    the terms of the Annual Shipping 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 
    prevailing market conditions.

(3) Settlement and payment: Settlement shall be made by the relevant parties in 
    accordance with the confirmed settlement invoice.

(4) Term: One year, commencing 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 transaction amount 
    under the Annual Shipping Framework Agreement for the period from 1 January 
    2013 to the date of this announcement does not exceed the de minimis 
    threshold under Chapter 14A of the Listing Rules.

(5) Annual Shipping Framework Agreement becomes effective when it is duly 
signed 
    by all parties.
    Annual cap

It is expected that the maximum transaction amount in respect of the Annual
Shipping Framework Agreement for the year ending 31 December 2013 is RMB385
million; such amount is determined with reference to (i) the anticipated
quantity of coal to be transported by Shipping Company for Beijing Datang Fuel
Company for the year ending 31 December 2013; and (ii) the estimated market fee
of coal transportation.

Historical transaction amounts

The transaction amount of coal transportation by Shipping Company to Beijing
Datang Fuel Company for the year ended 31 December 2012 was approximately
RMB0.85 million.

The Shipping Company did not conduct any transaction in relation to coal
transportation with Beijing Datang Fuel Company for the two years ended 31
December 2011.

REASONS FOR AND BENEFITS OF ENTERING INTO THE FUEL FRAMEWORK AGREEMENTS AND THE
ANNUAL SHIPPING FRAMEWORK AGREEMENT

The purchase of coal by the Company and its subsidiaries from Beijing Datang
Fuel Company and its subsidiaries is primarily for securing coal supply to the
Company and the power generation enterprises of its subsidiaries, and fully
leveraging the advantages in terms of supply and economy-of-scale of purchase
of these specialized coal companies, so as to stabilize the market prices of
coal to a certain extent, thereby exercising control over the costs of fuel and
mitigating the adverse impact of changes in the coal market on the Group.

The sale of coal by Hong Kong Company to the subsidiaries of the Company is
primarily for leveraging on the advantage of the Hong Kong Company in imported
coal purchasing, in order to guarantee the coal supply of the subsidiaries of
the Company as well as to lower the purchasing cost of coal, and to increase
the business revenue of the Hong Kong Company at the same time.

The reason for the provision of fuel transportation service by Shipping Company
to Beijing Datang Fuel Company is that, as the Company and its subsidiaries
purchase coal from Beijing Datang Fuel Company and its subsidiaries, Shipping
Company can arrange transportation in a more timely and rapid manner according
to the fuel demand from power generation enterprises of the Company so as to
ensure fuel supply.

The Directors (excluding the views of the independent non-executive Directors
whose views will be contained in the circular to be dispatched after
considering the advice from the independent financial adviser) are of the view
that the terms of the Fuel Framework Agreements 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.

The Directors (including the views of the independent non-executive Directors)
are of the view that the terms of the Annual Shipping 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. None of the
Directors has material interest in the Annual Shipping Framework Agreement.
Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai,
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.

INFORMATION ON THE PARTIES TO THE AGREEMENTS

 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. Chaozhou Power Generation Company is a subsidiary of the Company. It is
    currently operating two 600MW and two 1,000MW coal-fired generating units.
    The equity holding structure of the company is as follows: 52.5% of its
    equity interest is held by the Company, 22.5% of its equity interest is
    held by CDC, 12% of its equity interest is held by Beijing China Power
    Huaze Investment Company Limited, 8% of its equity interest is held by
    Wenshan Guoneng Investment Company Limited and 5% of its equity interest is
    held by Chaozhou Xinghua Energy Investment Company Limited.
     3. Lvsigang Power Generation Company is a subsidiary of the Company. It is
    currently operating four 660MW coal-fired generating units. The equity
    holding structure of the company is as follows: 55% of its equity interest
    was held by the Company, 35% of its equity interest is held by CDC and 10%
    of its equity interest is held by Nantong State-owned Assets Investment
    Holdings Co., Ltd.
     4. Beijing Datang Fuel Company is a subsidiary of the Company. It is
    principally engaged in sale of coal, investment management and technical
    services. The equity holding structure of the company is as follows: 51% of
    its equity interest is held by the Company and 49% of its equity interest
    is held by Datang Electric Power Fuel Company Limited, a wholly-owned
    subsidiary of CDC.
     5. Hong Kong Company is a wholly-owned subsidiary of the Company. It is
    principally engaged in information consulting in relation to domestic and
    international power and capital markets; investment and financing, and
    stock repurchases; and agency for the import of proprietary equipment
    (parts) and other businesses.
     6. Inner Mongolia Fuel Co. is a wholly-owned subsidiary of Beijing Datang Fuel
    Company Limited, a subsidiary of the Company. It is principally engages in
    the business of electric fuel.
     7. 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; 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.
     8. Shipping Company is a subsidiary of the Company. It is principally engaged
    in ordinary freight transportation along domestic coast, mid to down-stream
    of the Yangtze River and in the Pearl River Delta; international freight
    transportation; vessel leasing, freight agency, freight storage, etc. The
    equity holding structure of the company is as follows: 97.54% of its equity
    interest is held by the Company, 1.13% of its equity interest is held by
    Nantong Zhaofeng Kailai Investment Company Limited, 0.76% of its equity
    interest is held by Nantong Ocean Investment Management Company Limited,
    0.57% of its equity interest is held by Kangding Guoneng Investment Company
    Limited.
    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 CDC and its subsidiaries hold
certain equity interests in Beijing Datang Fuel Company, Inner Mongolia Fuel
Company, Lvsigang Power Generation Company and Chaozhou Power Generation
Company, , which are subsidiaries of the Company, such subsidiaries are
connected persons of the Company. The transactions contemplated under the Fuel
Framework Agreements and the Annual Shipping Framework Agreement constitute
continuing connected transactions of the Company.

Since (i) one or more of the applicable percentage ratios (as defined under
Rule14.07 of the Listing Rules) in respect of the aggregated transaction amount
for purchase of coal under the Fuel Purchase Framework Agreement and the Inner
Mongolia Fuel Purchase Framework Agreements; and (ii) one or more of the
applicable percentage ratios in respect of the aggregated transaction amount
for sale of coal under the Hong Kong-Beijing Fuel Sale Agreement and the Hong
Kong-Power Plants Fuel Sale Agreement are all higher than 5%, the Fuel
Framework Agreements and the transactions contemplated thereunder are subject
to the reporting and announcement requirements, as well as the independent
shareholders' approval requirements under Chapter 14A of the Listing Rules.

Since all of the applicable percentage ratios in respect of the transaction
amount under the Annual Shipping Framework Agreement are below 5%, the Annual
Shipping Framework Agreement and the transactions contemplated thereunder are
subject to the reporting and announcement requirements, but are exempted from
the independent shareholders' approval requirements under Chapter 14A of the
Listing Rules.

The Company will disclose the relevant details in the next annual report and
accounts of the Company in accordance with the relevant requirements as set out
in Chapter 14A of the Listing Rules. A circular containing details of the Fuel
Framework Agreements, a letter from the independent board committee and a
letter from the independent financial advisor, both advising the terms of the
Fuel Framework Agreements, will be dispatched to the shareholders on or before
4 March 2013.

Any Shareholder with a material interest in the transaction and its associates
will abstain from voting at the extraordinary general meeting to be held by the
Company, to, among others, consider and approve the Fuel Framework Agreements.
Therefore, CDC and its associates shall abstain from voting at the
extraordinary general meeting to approve the Fuel Framework Agreements.

INDEPENDENTBOARD COMMITTEE AND INDEPENDENTFINANCIAL ADVISOR

An independent board committee comprising the independent non-executive
Directors will be formed to advise the independent shareholders on the terms of
the Fuel Framework Agreements.

The Company will appoint an independent financial advisor to advise the
independent board committee of the Company and the independent shareholders on
the terms of the Fuel Framework Agreements.

DEFINITIONS

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

"associate(s)"                     has the meaning ascribed to it under the    
                                   Listing Rules                               


                                                                           
"Annual Shipping Framework         the "Framework Agreement in Relation to     
Agreement"                         Transportation Business", dated 6 February   


                                   2012, entered into between Shipping Company 
                                   and Beijing Datang Fuel Company             


                                                                           
"Beijing Datang Fuel Company"      Beijing Datang Fuel Company Limited, a       


                                   wholly-owned subsidiary of the Company,     
                                   details of which are set out in the section 
                                   headed "Information on the Parties to the   
                                   Agreements"                                 


                                                                           
"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            


                                                                           
"Chaozhou Power Generation         Guangdong Datang International Chaozhou     
Company"                           Power Generation Company Limited, a          


                                   subsidiary of the Company, details of which 
                                   are set out in the section entitled         
                                   "Information on the Parties to the          
                                   Agreements"                                 


                                                                           
"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(s)"              has the meaning ascribed to it under the     
                               Listing Rules                                
                                                                           
"connected transaction(s)"         has the meaning ascribed to it under the     
                               Listing Rules                                
                                                                           
"Directors"                        the director(s) of the Company               
                                                                           
"Fuel Framework Agreements"        the Fuel Purchase Framework Agreement, the   


                                   Inner Mongolia Fuel Purchase Framework      
                                   Agreements, the Hong Kong-Beijing Fuel Sale 
                                   Framework Agreement and the Hong Kong-Power 
                                   Plants Fuel Sale Framework Agreement        


                                                                           
"Fuel Purchase Framework           the agreement dated 6 February 2012 entered 
Agreement"                         into between the Company and Beijing Datang  
                               Fuel Company                                 
                                                                           
"Hong Kong-Beijing Fuel Sale       the "Coal Sale and Purchase Framework       
Framework Agreement"               Agreement" dated 6 February 2012 entered     


                                   into between the Hong Kong Company and      
                                   Beijing Datang Fuel Company                 


                                                                           
"Hong Kong Company"                Datang International (Hong Kong) Limited, a  


                                   subsidiary of the Company, details of which 
                                   are set out in the section entitled         
                                   "Information on the Parties to the          
                                   Agreements"                                 


                                                                           
"Hong Kong-Power Plants Fuel       the "Coal Sale and Purchase Framework       
Sale Framework Agreement"          Agreement" dated 6 February 2012 entered     


                                   into between each of the Hong Kong Company  
                                   and the Company                             


                                                                           
"Inner Mongolia Fuel Company"      Inner Mongolia Electric Power Fuel Company   


                                   Ltd., a wholly-owned subsidiary of Beijing  
                                   Datang Fuel Company Limited, details of     
                                   which are set out in the section entitled   
                                   "Information on the Parties to the          
                                   Agreements"                                 


                                                                           
"Inner Mongolia Fuel Purchase      the eight Inner Mongolia fuel purchase      
Framework Agreements"              framework agreements dated 6 February 2012   


                                   entered into respectively between six       
                                   subsidiaries of the Company and Inner       
                                   Mongolia Fuel Company                       


                                                                           
"Listing Rules"                    The Rules Governing the Listing of           
                               Securities on The Stock Exchange             
                                                                           
"Lvsigang Power Generation         Jiangsu Datang International Lvsigang Power 
Company"                           Generation Company Limited, a subsidiary of  


                                   the Company, details of which are set out in
                                   the section entitled "Information on the    
                                   Parties to the Agreements"                  


                                                                           
"PRC"                              the People's Republic of China               
                                                                           
"Renewable Resources Company"      Inner Mongolia Datang International          


                                   Renewable Energy Development Company        
                                   Limited, a controlling subsidiary of the    
                                   Company                                     


                                                                           
"RMB"                              Renminbi, the lawful currency of the PRC     
                                                                           
"Shipping Company"                 Jiangsu Datang Shipping Company Limited, a   


                                   subsidiary of the Company, details of which 
                                   are set out in the section entitled         
                                   "Information on the Parties to the          
                                   Agreements"                                 


                                                                           
"six subsidiaries of the           the six companies of the Company, namely    
Company"                           Yungang Thermal Power Company, Zhang Jia Kou 


                                   Power Plant, Tuoketuo Power Generation      
                                   Company, Tuoketuo No.2 Power Generation     
                                   Company, Hohhot Thermal Power Company and   
                                   Renewable Resources Company                 


                                                                           
"Tuoketuo Power Generation         Inner Mongolia Datang International Tuoketuo
Company"                           Power Generation Company Limited, a          
                               subsidiary of the Company                    
                                                                           
"Tuoketuo No.2 Power               Inner Mongolia Datang International Tuoketuo
Generation Company"                No.2 Power Generation Company Limited, a     
                               subsidiary of the Company                    
                                                                           
"Stock Exchange"                   The Stock Exchange of Hong Kong Limited      
                                                                           
"Yungang Thermal Power             Shanxi Datang International Yungang Thermal 
Company"                           Power Company Limited, a subsidiary of the   
                               Company                                      
                                                                           
Zhang Jia Kou Power Plant          Datang International Power Generation Co.    


                                   Ltd. Zhang Jia Kou Power Plant, the power   
                                   plant directly managed and owned by the     
                                   Company                                     


                                                                           
"%"                                percent                                      
Note: Unless otherwise specified and for reference only, the conversion of US
dollars into Renminbi is based on the exchange rate of USD1= RMB6.23 in this
announcement. 


                                                          By Order of the Board
                                                                      Zhou Gang
                                                         Secretary to the Board

Beijing, the PRC, 6 February 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


END

-0- Feb/08/2013 07:00 GMT


 
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