DATANG INTERNATIONAL POWER GENERATION COMPANY LD

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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 23 April 2012, the Company entered into the Capital Contribution Agreement with CDC to set up Bodui Hydropower Company for the purposes of construction and operation of Bodui Hydropower Project. Pursuant to the Capital Contribution Agreement, the Company and CDC agreed to make capital contributions in the sums of approximately RMB95.7 million and approximately RMB382.8 million, respectively, to set up Bodui Hydropower Company in the proportions of 20% and 80%, respectively.

Connected Transaction

As at the date of this announcement, CDC is the controlling Shareholder of the Company. CDC and its subsidiaries together hold approximately 34.71% of the issued share capital of the Company. Accordingly, CDC is a connected person of the Company under Chapter 14A of the Listing Rules and the entering into the Capital Contribution Agreement constitutes a connected transaction of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution Agreement is more than 0.1% but less than 5%, the Capital Contribution Agreement is only subject to the reporting and announcement requirements under Chapter 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.

CAPITAL CONTRIBUTION AGREEMENT

Date


23 April 2012

 
Parties


The Company and CDC

MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT

(1)     The Company and CDC agreed to make capital contributions to set up Bodui 
        Hydropower Company for the purposes of construction and operation of Bodui
        Hydropower Project. Based on the feasibility study report of Bodui Hydropower
        Project, the total project investment amount is estimated at approximately 
        RMB478.5 million.


(2)     The project capital amounts to RMB478.5 million. Among which, the Company will
        contribute approximately RMB95.7 million which accounts for 20% of the project
        capital; CDC will contribute approximately RMB382.8 million, which accounts for 
        80% of the project capital. Both parties will make capital contributions by way 
        of cash.


        The afore-mentioned capital contributions will be in place in tranches according 
        to the progress of development and construction of the project.


(3)     The initial registered capital of Bodui Hydropower Company amounts to 
        approximately RMB143.55 million. Among which, the Company will make capital 
        contribution of approximately RMB28.71 million according to its 20% capital 
        contribution ratio. CDC will make capital contribution of RMB114.84 million 
        according to its 80% capital contribution ratio. The first tranche of capital 
        contribution will be made on a one-off basis within 30 days from the effective 
        date of the Capital Contribution Agreement. The Company's contribution to the 
        registered capital of Bodui Hydropower Company will be funded by internal 
        resources.

EFFECTIVE DATE OF THE CAPITAL CONTRIBUTION AGREEMENT

The Capital Contribution Agreement will become effective upon signing by the relevant authorised representatives of the parties and sealed with their respective company chops.

INFORMATION ON BODUI HYDROPOWER PROJECT

The Bodui Hydropower Project is situated in the Bode Zangbo river basin in the northwestern of Bomi County, Nyingchi Prefecture, Tibet, approximately 652 km from the autonomous regional capital of Lhasa City, and 2,780 metres above sea level at the dam site. In May 2010, the Development and Reform Commission of the Tibet Autonomous Region granted an "Approval of the Development and Construction of the Bodui Hydropower Station in Nyingchi Prefecture" in its Energy Doc. [2010] No. 254, ensuring that the Bodui Hydropower Project will be developed and constructed by the Tibet branch of CDC. Bodui Hydropower Project's feasibility study report was approved by the Development and Reform Commission of Tibet Autonomous Region in March 2011. According to the endorsement, the installed capacity of the project will be 9,600 kW (3 x 3,200 kW), and the total investment in the project will be RMB478.5 million (exclusive of the investment in the engineering).

The Bodui Hydropower Project is a power supply project for solving electricity problem in areas without supply of electricity. According to the "Notice on Power Construction Projects in Areas without Electricity Supply under Investment Plans within the Central Budget 2011" issued by the National Development and Reform Commission in August 2011, the investment in the project within the central budget (i.e. the construction project is one of projects in the State's investment plans and (part of) the funds for project construction will be contributed by the State) accounts for 80% of the total project investment (exclusive of the investment in the engineering), which amounts to approximately RMB382.8 million. As at the date of this announcement, the investment funds from the central budget has been allocated to CDC and such funds for project construction will be used for the construction of the Bodui Hydropower Project.

INFORMATION ON THE COMPANY

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.

INFORMATION ON CDC

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.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL CONTRIBUTION AGREEMENT

The Bodui Hydropower Project is a power supply project for solving the electricity problem in areas without supply of electricity. The Company's involvement in the construction of Bodui Hydropower Project is a practical initiative to fulfill the corporate social responsibility as one of the largest power generation companies in China. The power shortage in Tibet can be alleviated through the support for the development of power supply, which can lead significant progress in the availability of power supply for Tibet. Meanwhile, this can further promote the Company's development in the Tibetan-inhabited areas, expand its business coverage as well as enhance its core competitiveness and capability for sustainable development through the involvement in the development and construction of the project.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Capital Contribution 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 are in the interests of the Company and the Shareholders as a whole.

CONNECTED TRANSACTION

As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Capital Contribution Agreement is more than 0.1% but less than 5%, the Capital Contribution Agreement is only subject to the reporting and announcement requirements under Chapter 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.

None of the Directors have any material interest in the transaction. Those connected Directors, including Liu Shunda, Hu Shengmu and Fang Qinghai, who are the principal management staff of CDC, 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.

DEFINITIONS


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


"Board"                      the board of directors


"Bodui Hydropower            Datang Tibet Bodui Hydropower Development Company
Company"                     Limited (Tentative name)   
                             

"Bodui Hydropower            A hydropower project situated in the Bode Zangbo 
Project"                     river basin, northwest of Bomi County, Tibet Nyingchi
                             Bome, Tibet. The installed capacity of construction is 
                             9600kW (3 x 3200kW), details of which are set out in 
                             the section headed "INFORMATION ON BODUI HYDROPOWER 
                             PROJECT" in this announcement

"Capital Contribution        the agreement entered into between the Company and CDC
Agreement"                   on 23 April 2012 in respect of the capital contribution
                             for Bodui Hydropower Company for the purposes of construction
                             and operation of Bodui Hydropower Project, the details of
                             which are set out in this announcement

"CDC"                        China Datang Corporation, a State-owned enterprise 
                             established under the laws of the PRC and is the 
                             controlling Shareholder of the Company pursuant to the 
                             Listing Rules 

"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


"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


"Shareholder(s)"             the shareholders of the Company 


"Stock Exchange"             The Stock Exchange of Hong Kong Limited

 
"%"                          per cent

       
                                                                 By Order of the Board
                                                                       Zhou Gang
                                                                 Secretary to the Board

Beijing, the PRC, 23 April 2012

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, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie* and Jiang Guohua*.

*Independent non-executive Directors