Connected Transaction

DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Connected Transaction

PR Newswire

London, February 8

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance uponthe whole or any part of the contents of this announcement.

On 5 February 2013, Yuneng Group, Dingtai Power and Tuoyuan Industry, all beingwholly-owned subsidiaries of the Company, entered into the Equity Transfer Agreement with China Water Resources. Pursuant to the agreement, China Water Resources agreed to acquire 100% of the equity interests of Yuneng Industrial from the Transferors at an aggregate consideration of approximately RMB538.5893million.

As at the date of this announcement, CDC is the controlling Shareholder of the Company, which together with its subsidiaries held approximately 34.71% of the issued share capital of the Company. China Water Resources is a wholly-owned subsidiary of CDC. Accordingly, China Water Resources is a connected person of the Company and the Equity Transfer contemplated under the Equity Transfer Agreement constitutes a connected transaction of the Company.

As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Equity Transfer is higher than 0.1% but lower than 5%, the Equity Transfer is only subject to the reporting and announcement requirements under Rules 14A of the Listing Rules and does not require the approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.

BACKGROUND

The Equity Transfer is for the purpose of complying with the relevantrequirements made by the regulatory authorities on the Company's implementationof refinancing, which is conducive to the implementation of refinancing plansof the Company.

On 20 August 2012, the twenty-eighth meeting of the seventh session of theBoard considered and approved the sale of the equity interest of YunengResources to be made by way of public tender and the relevant matters inrelation to the tender and transfer.

On 5 February 2013, Yuneng Group, Dingtai Power and Tuoyuan Industry, all beingwholly-owned subsidiaries of the Company, entered into the Equity TransferAgreement with China Water Resources. Pursuant to the agreement, China WaterResources agreed to acquire 100% of the equity interests of Yuneng Industrialfrom the Transferors at an aggregate consideration of approximately RMB538.5893million.

Target of transfer: 100% of the equity interest of Yuneng Industrial

MAJOR DETAILS OF THE EQUITY TRANSFER AGREEMENT

1. According to the unqualified audit report of Yuneng Industrial (RSM China

2. According to the asset valuation report issued by Beijing China Alliance

3. Taking into account the assessed value of the net assets of Yuneng

Industrial as at 31 December 2011, China Water Resources agreed to acquire

100% of the equity interest of Yuneng Industrial at the listed value at

BEE, i.e. RMB538.5893 million.

4. Yuneng Industrial has not engaged in any forms of guarantee, including but

5. China Water Resources agreed to pay the consideration in one lump sum after

deducting the Deposit by transferring the relevant amount into the

designated account of BEE within five working days after entering into the

Equity Transfer Agreement.

6. China Water Resources agreed to assist Yuneng Industrial to repay the

7. China Water Resources agreed to assist Yuneng Industrial to pay the

dividend payable in the sum of RMB174.9546 million within 30 days after the

issuance of Transaction Voucher by BEE.

Conditions Precedent

The Equity Transfer under the Equity Transfer Agreement is subject to thefollowing conditions:

1) The Transferors have completed the public tender procedures in BEE for the

Equity Transfer contemplated under the Equity Transfer Agreement in

accordance with the requirements under relevant laws, rules and policies;

2) China Water Resources has obtained the relevant approvals in respect of the

Equity Transfer in accordance with laws and its articles of association;

and

3) The parties have signed and affixed their respective company seals to the

Equity Transfer Agreement.

INFORMATION OF YUNENG INDUSTRIAL

Yuneng Industrial was incorporated on 19 September 1992 with a registeredcapital of RMB300 million and its legal representative is Wang Daoyi. The scopeof its principal businesses covers integrated urban construction anddevelopment (Grade B), hi-tech development for chemical and electronicproducts, development of electric power resources as well as sales ofelectrical machinery and equipment, building and decoration materials(excluding hazardous chemicals). The equity holding structure of YunengIndustrial is as follows: 40.83% of the equity interest was held by YunengGroup, 30% of the equity interest was held by Dingtai Power and 29.17% of theequity interest was held by Tuoyuan Industry.

As at 30 November 2012, the total amount of entrusted loan of Yuneng Industrialwhich Yuneng Group provided guarantee amounted to RMB427 million. As at thedate of this announcement, Yuneng Industrial had repaid RMB15 million of theentrusted loan.

As at 30 November 2012, total dividend payable by Yuneng Industrial amounted toRMB174.9546 million, in which dividend payable to Yuneng Group amounted toRMB71.3084 million, dividend payable to Dingtai Power amounted to RMB 52.1958million and dividend payable to Tuoyuan Industry amounted to RMB50.5717million.

The 100% of the equity interest in Yuneng Industry was publicly listed on BEEfor tender on 29 December 2012. As only China Water Resources submitted tenderduring the listing period, China Water Resources won the tender for the 100% ofthe equity interest of Yuneng Industrial.

For the year ended 31 December 2011, net profits before and after taxation ofYuneng Industrial amounted to approximately RMB203.1900 million and RMB185.6179million, respectively (the above-said figures have been audited).

For the year ended 31 December 2012, net profits before and after taxation ofYuneng Industrial amounted to approximately RMB212.6399 million and RMB166.6418million, respectively (the above-said figures have not been audited).

After completion of the Equity Transfer, Yuneng Industrial will cease to be asubsidiary of the Company.

PROCEEDS FROM THE EQUITY TRANSFER

Comparing with the fair value of the owners' equity of the parent companyattributable to Yuneng Industrial as at the base day of valuation, 31 December2011, the Company expects that it will record a gain of approximatelyRMB33.7644 million resulting from the Equity Transfer under the Equity TransferAgreement.

REASONS FOR AND BENEFITS OF ENTERING INTO THE EQUITY TRANSFER AGREEMENT

The Equity Transfer is for the purpose of complying with the relevantrequirements made by the regulatory authorities on the Company's implementationof refinancing, which is conducive to the implementation of refinancing plansof the Company. Considering that Yuneng Industrial is principally engaged inreal estate development, which is not the major scope of business of theCompany, the Equity Transfer will not constitute substantial harm to the majorbusiness and financial condition of the Company. The sales proceeds of theEquity Transfer is intended to be used as replenishment of general workingcapital of the original equity holders of Yuneng Industrial.

None of the Directors has any material interest in the transaction. TheDirectors (including independent non-executive directors) are of the view thatthe terms of the Equity Transfer Agreement were negotiated by the parties onarm's length basis and determined on normal commercial terms, and are fair andreasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION OF THE PARTIES

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, with

its main service areas being in the PRC.

2. Yuneng Group, a wholly-owned subsidiary of the Company, is principally

3. Dingtai Power, a wholly-owned subsidiary of the Company, is principally

4. Tuoyuan Industry, a wholly-owned subsidiary of the Company, is principally

engaged in hospitality, catering (limited to qualified branches only);

electricity development and generation; sale of electricity, electrical

appliances, machinery and equipment, computer and parts.

5. China Water Resources is principally engaged in domestic and international

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDC is the controlling Shareholder of theCompany, which together with its subsidiaries held approximately 34.71% of theissued share capital of the Company. China Water Resources is a wholly-ownedsubsidiary of CDC. Accordingly, China Water Resources is a connected person ofthe Company and the Equity Transfer contemplated under the Equity TransferAgreement constitutes a connected transaction of the Company.

As each of the applicable percentage ratios (as defined in Rule 14.07 of theListing Rules) in respect of the Equity Transfer under the Equity TransferAgreement is higher than 0.1% but lower than 5%, the Equity Transfercontemplated under the Equity Transfer Agreement is only subject to thereporting and announcement requirements under Rules 14A of the Listing Rulesand do not require the approval by the independent Shareholders of the Companyunder Chapter 14A of the Listing Rules.

DEFINITIONS

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

Beijing, the PRC, 6 February 2013

As at the date of this announcement, the Directors 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