Connected Transaction

Hong Kong Exchanges and Clearing Limited and The Stock Exchange ofHong Kong Limited take no responsibility for the contents of thisannouncement, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for anyloss howsoever arising from or in reliance upon the whole or any partof 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 CONNECTED TRANSACTION CAPITAL CONTRIBUTION AGREEMENT On 15 October 2013, the Company entered into the Capital ContributionAgreement with CDC, in which both parties agreed to make capitalcontributions in the sum of approximately RMB80 million and RMB120million, respectively for the purpose of setting up Datang NuclearPower Company. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controllingShareholder of the Company, which together with its subsidiaries holdapproximately 34.71% of the issued share capital of the Company.Accordingly, it is a connected person of the Company. The enteringinto of the Capital Contribution Agreement and the transactioncontemplated thereunder constitute a connected transaction of theCompany. As one or more of the applicable percentage ratios (as defined underRule 14.07 of the Listing Rules) in respect of the transaction underthe Capital Contribution Agreement is more than 0.1% and all theapplicable percentage ratios are less than 5%, the CapitalContribution Agreement and the transaction contemplated thereunderare only subject to the reporting and announcement requirements underChapter 14A of the Listing Rules and does not require the approval bythe independent Shareholders of the Company. CAPITAL CONTRIBUTION AGREEMENT Date 15 October 2013 Parties The Company and CDC Major Terms of the Agreement 1) The Company and CDC agreed to make capital contributions for setting up Datang Nuclear Power Company. The registered capital of Datang Nuclear Power Company is RMB0.2 billion. The Company shall make capital contributions in the sum of RMB80 million, which accounts for 40% of the registered capital. CDC shall make capital contributions in the sum of RMB120 million, which accounts for 60% of the registered capital. 2) Both parties agreed that the initial capital contribution will be in the aggregate amount of RMB60 million, of which the Company will, on a 40% pro rata basis, make initial capital contribution of RMB24 million while CDC will, on a 60% pro rata basis, make initial capital contribution of RMB36 million. The initial capital contribution will be injected in the form of cash on a one-off basis before the incorporation of Datang Nuclear Power Company. The remaining balance of the registered capital will be settled by both parties in two years from the day of incorporation of Datang Nuclear Power Company. The Company's contribution to the registered capital of Datang Nuclear Power Company will be funded by internal funds. 3) The scope of business of Datang Nuclear Power Company mainly includes the development, investment, construction, operation, technical services and management of nuclear power and the relevant sectors (subject to the scope of business set out in the Business License for the Enterprise Legal Person to be issued by the administration for industry and commerce). Effective Date of the Capital Contribution Agreement The Capital Contribution Agreement will become effective upon signingby the legal representatives or authorized representatives of bothparties and sealed with their respective company chops. REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTIONAGREEMENT The joint capital contributions of the Company and CDC to establishDatang Nuclear Power Company is in compliance with the energystrategy of the PRC to develop nuclear power in a safe and highlyefficient manner, which will be beneficial for the optimisation ofthe electricity structure of the Company, thereby facilitating thesustainable development of the Company. The joint capital contributions of the Company and CDC to establishDatang Nuclear Power Company will fully leverage their professionalmanagement and technological advantages in respect of nuclear powerbusiness, thereby accelerating the smooth implementation of theCompany's strategy to "develop nuclear power in a safe and highlyefficient manner". The Directors (including independent non-executive Directors) are ofthe view that the relevant terms of the Capital ContributionAgreement are fair and reasonable, have been entered into after arm'slength negotiation between all parties thereto and determined onnormal commercial terms, and are in the interests of the Company andits Shareholders as a whole. INFORMATION OF THE RELEVANT PARTIES OF 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, with its main service areas being in the PRC. 2. CDC was established on 9 March 2003 with a registered capital of RMB15.394 billion. It is principally engaged in the development, investment, construction, operation and management of power energy, organization of power (thermal) production and sales; manufacturing, repair and maintenance of power equipment; power technology development and consultation; power engineering, contracting and consultation of environmental power engineering; development of new energy as well as development and production of power related coal resources. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC is the controllingShareholder of the Company, which together with its subsidiaries holdapproximately 34.71% of the issued share capital of the Company.Accordingly, CDC is a connected person of the Company. The enteringinto the Capital Contribution Agreement and the transactioncontemplated thereunder constitute a connected transaction of theCompany. As one or more of the applicable percentage ratios (as defined underRule 14.07 of the Listing Rules) in respect of the transaction underthe Capital Contribution Agreement is more than 0.1% and all theapplicable percentage ratios are less than 5%, the CapitalContribution Agreement and the transaction contemplated thereunderare only subject to the reporting and announcement requirements underChapter 14A of the Listing Rules and does not require the approval bythe independent Shareholders of the Company. None of the Directors has material interests in the CapitalContribution Agreement. Those connected Directors, including ChenJinhang, Hu Shengmu and Fang Qinghai, who are current or formerprincipal management staff of CDC, have abstained from voting at theBoard meeting for approval of the relevant transaction in accordancewith the requirements of the Listing Rules of the Shanghai StockExchange. DEFINITIONS In this announcement, unless the context otherwise requires, thefollowing expressions have the following meanings: "Board" the board of directors "Capital Contribution the China Datang Corporation Nuclear Agreement" Power Co., Limited capital contribution agreement entered into between the Company and CDC on 15 October 2013 in relation to the capital contribution for the establishment of Datang Nuclear Power Company "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is the controlling Shareholder of the Company. As at the date of this announcement, CDC together with its subsidiaries hold approximately 34.71% of the issued share capital of the Company "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 "connected transaction" has the meaning ascribed to it under the Listing Rules "Datang Nuclear Power China Datang Corporation Nuclear Power Company" Co., Ltd. "Director(s)" the director(s) of the 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 "%" percent By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 15 October 2013 As at the date of this announcement, the Directors of the Company are:Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang,Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang,Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive Directors