Continuing Connected Transaction

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of thisannouncement, 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 thisannouncement. 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 FRAMEWORK AGREEMENT FOR MATERIALS PURCHASE The Board is pleased to announce that on 3 June 2013, the Company entered intothe Framework Agreement for Materials Purchase with China Water Resources andPower, a wholly-owned subsidiary of CDC, in connection with the centralisedpurchase of machinery, equipment and materials required for projectconstruction through China Water Resources and Power. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC and its subsidiaries hold a total ofapproximately 34.71% of the issued share capital of the Company. As China WaterResources and Power is a wholly-owned subsidiary of CDC, China Water Resourcesand Power is therefore a connected person of the Company under Chapter 14A ofthe Listing Rules. The transactions contemplated under the Framework Agreementfor Materials Purchase constitute continuing connected transactions of theCompany. As each of the applicable percentage ratios (as defined in Rule 14.07 of theListing Rules) of the Framework Agreement for Materials Purchase is more than0.1% but less than 5%, such transactions are only subject to the reporting andannouncement requirements, but do not require the approval by the independentshareholders of the Company under Chapter 14A of the Listing Rules. BACKGROUND In order to regulate and enhance the management of purchase of projectmaterials and to leverage bulk purchase advantages, the Company and China WaterResources and Power, a subsidiary of CDC, entered into the Framework Agreementfor Materials Purchase on 3 June 2013 to centralise the purchase of machinery,equipment and materials required for project construction so as to enhancequality of purchase and lower purchase costs, thereby enhancing theprofitability of the Company. FRAMEWORK AGREEMENT FOR MATERIALS PURCHASE Date 3 June 2013 Parties (i) The Company; and (ii) China Water Resources and Power Subject Matter 1. China Water Resources and Power agreed to conduct centralised purchase of machinery, equipment and materials required for project construction in accordance with the demands of the Company and its subsidiaries for project construction machinery, equipment and materials. The selling prices of such project construction machinery, equipment and materials offered by China Water Resources and Power shall not be higher than the prevailing average market prices of such project construction machinery, equipment and materials. 2. According to the actual demands of the Company and its subsidiaries, China Water Resources and Power will conduct tender of materials purchase in accordance with relevant law and regulations of the State. The process of purchase tender conducted by China Water Resources and Power will be under the supervision of the Company. 3. Pursuant to the tender results, the Company and its subsidiaries will enter into specific purchase contracts with China Water Resources and Power and such purchase contracts shall be bound by the terms and principles of the Framework Agreement for Materials Purchase. Term The term of the Framework Agreement for Materials Purchase is from 1 January2013 to 31 December 2013. The Company confirms that each of the applicable percentage ratios (as definedunder Rule 14.07 of the Listing Rules) in respect of the transactions amountunder the Framework Agreement for Materials Purchase for the period from 1January 2013 to the date of this announcement did not exceed the de minimisthreshold set out under Chapter 14A of the Listing Rules. Fee Standard and Calculation During the course of centralised purchase, China Water Resources and Power willbe responsible for the coordination of tenders invitation, contract signing andthe implementation thereafter, delivery, check-and-acceptance and claimssubmission, etc. As such, China Water Resources and Power will charge amanagement service fee (the relevant management fee shall be from 3% to 5% ofthe purchase amount on the purchase contracts). Such management service fee isdetermined after arm's length negotiation between the parties taking intoaccount the management service fee to be charged for the provision of similarservices by other independent cooperating service providers. The relevantmanagement service fee to be charged by China Water Resources and Power shallnot be higher than the fee to be charged by China Water Resources and Power forthe provision of similar services to other independent third parties and CDC. China Water Resources and Power will issue a value added-tax invoice comprisingthe purchase amount and the management service fee to the Company and itssubsidiaries. Annual Cap Taking into account the requirement of project construction machinery,equipment and materials applicable for centralised purchase which are used inthe construction of infrastructure projects of the Company and its subsidiariesfor the year ending 31 December 2013, the continuing connected transactionscontemplated under the Framework Agreement for Materials Purchase are subjectto an annual cap of RMB800 million (including the purchase costs for theproject construction machinery, equipment and materials and the managementservice fees payable to China Water Resources and Power) for the year ending 31December 2013. Historical Figures The transaction amount of materials for project construction purchased by theCompany and its subsidiaries from China Water Resources and Power for the yearended 31 December 2012 was approximately RMB106.299 million. The Company did not carry out any similar transactions with China WaterResources and Power in the year ended 31 December 2011. INFORMATION OF PARTIES RELATING TO THE FRAMEWORK AGREEMENT FOR MATERIALSPURCHASE 1. The Company was established in December 1994 and 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 Group's main service areas are in the PRC. 2. 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; 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. 3. China Water Resources and Power is a wholly-owned subsidiary of CDC which was established on 6 March 1989. Its core businesses include acting as agent for tenders invitation and import, pipe supplies, project consultation, spare parts, equipment supervision, management of project materials resources, CDM, safety evaluation, and so forth. REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT FOR MATERIALSPURCHASE After taking into account the necessity for lowering purchase costs andsuccessful completion of the Company's infrastructure project materialspurchase tasks during the year, the Company entered into the FrameworkAgreement for Materials Purchase to leverage on the role of China WaterResources and Power as a professional institution in sourcing constructionproject machinery, equipment and materials, and to leverage on the advantage ofbulk purchasing, in order to enhance purchase quality, lower purchase costs,and increase the profitability of the Company. The Directors (including the independent non-executive Directors) are of theview that the continuing connected transactions under the Framework Agreementfor Materials Purchase are conducted in the ordinary and usual course ofbusiness of the Company, and are fair and reasonable and are in the interest ofthe Company and the shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, CDC and its subsidiaries hold a total ofapproximately 34.71% of the issued share capital of the Company. China WaterResources and Power is a wholly-owned subsidiary of CDC and accordingly is aconnected person of the Company under Chapter 14A of the Listing Rules. Thetransactions contemplated under the Framework Agreement for Materials Purchaseconstitute continuing connected transactions for the Company. As each of the applicable percentage ratios (as defined in Rule 14.07 of theListing Rules) of the Framework Agreement for Materials Purchase is more than0.1% but less than 5%, such transactions are only subject to the reporting andannouncement requirements, but do not require the approval by the independentshareholders of the Company under Chapter 14A of the Listing Rules. BOARD'SAPPROVAL None of the Directors have any material interest in the transaction. Thoseconnected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, whoare, or have been, the principal management staff of CDC, have abstained fromvoting at the Board meeting for approval of the relevant transaction inaccordance with the requirements of the listing rules of the Shanghai StockExchange. DEFINITIONS In this announcement, unless the context otherwise requires, the followingexpressions have the following meanings: "Board" the board of Directors "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and is a controlling shareholder of the Company pursuant to the Listing Rules which, together with its subsidiaries, hold approximately 34.71% of the issued share capital of the Company as at the date of this announcement "China Water Resources China National Water Resources & Electric Powerand Power" Materials & Equipment Corporation "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 "Director(s)" the director(s) of the Company "Framework Agreement the framework agreement for materials purchase offor Materials Purchase" project construction machinery, equipment and materials entered into between the Company and China Water Resources and Power dated 3 June 2013 "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 By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 3 June 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

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