Connected and Discloseable Transaction

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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 GENERATAION CO., LTD.
      (a sino-foreign joint stock limited company incorporated in the People's Republic of China)
                                       (Stock Code: 00991)


                                           ANNOUNCEMENT
                                  CAPITAL CONTRIBUTION AGREEMENT 
                                               AND 
                              CONNECTED AND DISCLOSEABLE TRANSACTION


Capital Contribution Agreement 

On 12 October 2011, Datang Fuel Company, a wholly-owned subsidiary of the Company, entered 
into the Capital Contribution Agreement with the Company and Group Fuel Company, a 
wholly-owned subsidiary of CDC. Pursuant to the agreement, Group Fuel Company agreed to 
make capital contribution in the sum of approximately RMB557 million to Datang Fuel Company. 
The Company will not participate in this capital contribution. Upon completion of the increase in 
capital contribution and share enlargement, the shareholders and the shareholding structure of 
Datang Fuel Company will be adjusted as follows: the Company will hold 51% and Group Fuel 
Company will hold 49% equity interest in Datang Fuel Company.

Discloseable and Connected Transaction

Since one or more 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 5% but less than 25%, the 
entering into the Capital Contribution Agreement constitutes a discloseable transaction of the 
Company and is subject to the reporting and announcement requirements under Chapter 14 of the 
Listing Rules. 


As at the date of this announcement, Group Fuel Company is a wholly-owned subsidiary of 
CDC and 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, 
Group Fuel Company is a connected person of the Company under Chapter 14A of the Listing 
Rules and therefore the entering into the Capital Contribution Agreement constitutes a 
connected transaction of the Company. Since one or more 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 5%, the entering into the Capital Contribution Agreement constitutes a connected 
transaction of the Company and is subject to the reporting, announcement and independent 
Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Company will disclose the relevant details in the next published annual report and accounts 
of the Company in accordance with the relevant requirements as set out in Rule 14A.45 of the 
Listing Rules. A circular containing details of the Capital Contribution Agreement, a letter from 
the independent board committee and a letter from the independent financial advisor, both 
advising the terms of the Capital Contribution Agreement will be despatched to the 
Shareholders on or before 2 November 2011.

CAPITAL CONTRIBUTION AGREEMENT 

Date

12 October 2011

Parties

The Company, Datang Fuel Company and Group Fuel Company

MAJOR TERMS OF THE CAPITAL CONTRIBUTION AGREEMENT

(1)  Pursuant to the Valuation Report on Datang Fuel Company issued by Zhong Tong Hua 
     Assets Appraisal Co., an independent valuer of the Company, as at the valuation date on 31 
     August 2011, the total equity of Datang Fuel Company was valued at approximately 
     RMB1,041 million by adopting the cost method. 
(2)  Based on the above-mentioned total equity valuation of Datang Fuel Company made on 31 
     August 2011 (excluding undistributed profits of approximately RMB461 million 
     attributable to the original shareholder of Datang Fuel Company as at the valuation date) 
     and the arms length negotiation between the parties, Group Fuel Company agreed to make 
     capital contribution in the sum of approximately RMB557 million to Datang Fuel 
     Company and agreed to make its capital contribution by way of cash within 20 working 
     days from the date of entering into the Capital Contribution Agreement. The Company will 
     not participate in this capital contribution.

(3)  Upon completion of the aforesaid increase in capital contribution, the shareholders and the 
     shareholding structure of Datang Fuel Company will be adjusted as follows: the Company 
     will hold 51% (original 100%) and Group Fuel Company will hold 49%. The Company 
     will continue to be the controlling shareholder of Datang Fuel Company and Datang Group 
     Fuel Company will continue to be a controlled subsidiary of the Company. 

(4)  Upon completion of the aforesaid increase in capital contribution, Group Fuel Company 
     agreed to transfer its 5% equity interests in Inner Mongolia Huzhun Railway Company 
     Limited to Datang Fuel Company. The Company will make further announcement in 
     respect of such transfer in accordance with the requirements of the Listing Rules as and 
     when appropriate.

(5)  During the period between the valuation date, i.e., 31 August 2011, and the completion 
     date of the capital contribution, any losses or gains of Datang Fuel Company will be 
     entitled and borne by the original shareholder of Datang Fuel Company.

EFFECTIVE DATE OF THE CAPITAL CONTRIBUTION AGREEMENT

The Capital Contribution Agreement will become effective upon receiving the approval from the 
board of directors or the approval from the shareholders at the general meeting of each of the 
parties pursuant to their respective articles of associations and rules of procedures.


INFORMATION ON PROJECT ASSETS UNDER THE CAPITAL CONTRIBUTION 
AGREEMENT

Datang Fuel Company was incorporated in December 2006, with a registered capital of RMB515 
million. Datang Fuel Company carries out business operations independently; enters into coal 
order contracts with mining parties on behalf of the Group; is responsible for the negotiation and 
signing of contracts for railway and sea transportation; provides fuel purchase and sale services 
to the Group; and is responsible for the sale and distribution of self-produced coal for the 
Company, for the purchase and distribution of coal from the market (including the overseas 
market) and for the fuel market-related logistical operations. Before the increase in capital 
contribution, the Company originally held 100% equity interests in Datang Fuel Company. 

As at the valuation date on 31 August 2011, the total assets of Datang Fuel Company amounted 
to approximately RMB7,578 million, the total liabilities amounted to approximately RMB6,564 
million and the net assets amounted to approximately RMB1,014 million (the above-said figures 
have been audited).

For the year ended 31 December 2010, net profits before and after taxation and extraordinary 
items of Datang Fuel Company amounted to approximately RMB223 million and RMB155 
million, respectively (the above-said figures have been audited).

For the year ended 31 December 2009, net profits before and after taxation and extraordinary 
items of Datang Fuel Company amounted to approximately RMB9.35 million and RMB8.12 
million, respectively (the above-said figures have been audited).

INFORMATION ON GROUP FUEL COMPANY

Group Fuel Company was incorporated in December 2003 and is a wholly-owned subsidiary of 
CDC. Its main scope of business includes the wholesaling of coal; the investment and 
management in energy resources and their transportation; the development, training and 
consulting services of new technology in power energy; and the sale and technical consulting 
services of exploration-manufacturing-chemical processing equipment for fuel resources. 


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.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL 
CONTRIBUTION AGREEMENT

Due to tight domestic coal supply and coal prices staying at high levels for a long term in recent 
years, there is a higher demand for cash flows and capital turnover at Datang Fuel Company. 
Especially recently, the operating pressure upon Datang Fuel Company has been mounting 
further because of increased difficulties for obtaining financing and rising financing costs as a 
result of the recently tightened credit policy nationwide. Through involving Group Fuel 
Company as a shareholder of Datang Fuel Company by way of capital contribution and share 
enlargement, new funds will be injected into Datang Fuel Company and the financial strains of 
the Company and Datang Fuel Company will be effectively alleviated. Moreover, through the 
effect of financing leverage, the asset-liability ratio of Datang Fuel Company will be further 
lowered and its financing capability will be strengthened. The equity investment by Group Fuel 
Company in Datang Fuel Company will help Datang Fuel Company to allocate its upstream coal 
resources rationally to benefit the industries where CDC's subsidiaries operate, thereby helping 
Datang Fuel Company to expand its market share and increase its profitability.

Pursuant to the Capital Contribution Agreement, Group Fuel Company agreed to transfer its 5% 
equity interests in Inner Mongolia Huzhun Railway Company Limited to Datang Fuel Company 
at an appropriate time upon completion of the relevant approval procedures. With a designed 
transport capacity of 26.7 million tonnes/year, Huzhun Railway is a local railway backed by the 
energy base in Erdos, Inner Mongolia and is mainly used for coal transport. After obtaining 
equity interest in Huzhun Railway, Datang Fuel Company will then be able to participate as a 
shareholder in the coordination of the transport capacity of Huzhun Railway. It will be able to 
extend the industry chain to the coal transportation sector, expand its coal procurement to the 
main coal producing areas in Erdos, and ensure that the coal procured in the upstream can be 
transited smoothly to the downstream, thereby effectively controlling procurement and 
transportation costs and securing timely supply of coal to the subsidiaries of the Company.

In conclusion, the equity investment by Group Fuel Company in Datang Fuel Company will 
strengthen Datang Fuel Company as a major market player; is conducive to further stabilising 
the upstream segment of the Group's coal-fire power business; secure coal supply to the Group's 
coal-fire power enterprises; effectively stabilise price fluctuations in the fuel procurement market; 
and further strengthen the Company's and Datang Fuel Company's market competitiveness and 
profitability, thereby ensuring better returns for the Shareholders.

Upon completion of the capital contribution and share enlargement, even though the 
shareholding of the Company in Datang Fuel Company will be adjusted from 100% to 51%, the 
Company will still remain its controlling position in Datang Fuel Company and the scope of 
consolidation of financial reports of the Company will not be affected.

The Capital Contribution Agreement is entered into on normal business terms. The Directors 
(excluding the independent non-executive Directors whose views will be contained in the 
circular after considering the advice from the independent financial adviser) are of the view that 
the relevant terms of the Capital Contribution Agreement are fair and reasonable and are in the 
interest of the Company and the Shareholders as a whole.

The Company anticipates that no gain or loss will be accrued to the Company as a result of the 
capital contribution contemplated under the Capital Contribution Agreement.

DISCLOSEABLE AND CONNECTED TRANSACTION

Since one or more 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 5% but less than 25%, the 
entering into the Capital Contribution Agreement constitutes a discloseable transaction of the 
Company and is subject to the reporting and announcement requirements under Chapter 14 of 
the Listing Rules. 

As at the date of this announcement, Group Fuel Company is a wholly-owned subsidiary of CDC 
and 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, Group Fuel 
Company is a connected person of the Company under Chapter 14A of the Listing Rules and 
therefore the entering into the Capital Contribution Agreement constitutes a connected 
transaction of the Company. Since one or more 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 5%, the entering into the Capital Contribution Agreement constitutes a connected 
transaction of the Company and is subject to the reporting, announcement and independent 
Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Company will disclose the relevant details in the next published annual report and accounts 
of the Company in accordance with the relevant requirements as set out in Rule 14A.45 of the 
Listing Rules. A circular containing details of the Capital Contribution Agreement, a letter from 
the independent board committee and a letter from the independent financial advisor, both 
advising the terms of the Capital Contribution Agreement will be despatched to the Shareholders 
on or before 2 November 2011.

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

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL 
ADVISOR

An independent board committee comprising all the independent Directors will be formed to 
advise the independent Shareholders on the terms of the Capital Contribution Agreement. Each 
independent non-executive Director does not have any material interest in the Capital 
Contribution Agreement. 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 Capital Contribution Agreement.


DEFINITIONS 

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

"Board"                 the board of Directors of the Company

"Capital Contribution 
Agreement"              the agreement entered into between the Company, Datang Fuel 
                        Company and Group Fuel Company on 12 October 2011 in 
                        respect of the capital contribution and share enlargement for 
                        Datang Fuel Company, 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 a controlling Shareholder of the 
                        Company pursuant to the Listing Rules. CDC and its subsidiaries 
                        own approximately 34.71% of the issued share capital of the 
                        Company as at the date of this announcement

"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 Fuel 
Company"                Beijing Datang Fuel Company Limited, a wholly-owned 
                        subsidiary of the Company
 
"Director(s)"           the director(s) of the Company

"Group"                 the Company and its subsidiaries 

"Group Fuel Company"    CDC Power Fuel Company Limited, a wholly-owned subsidiary 
                        of CDC

"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

"Valuation Report on 
Datang Fuel Company"    the valuation report on Datang Fuel Company issued by Zhong 
                        Tong Hua Appraisal Co. (Zhong Tong Hua Ping Bao Zi (2011) 
                        No.360)
"Zhong Tong Hua 
Assets Appraisal Co."   Beijing Zhong Tong Hua Assets Appraisal Co., Ltd.

"%"                     percent

                                                               By Order of the Board  
                                                                      Zhou Gang     
                                                               Secretary to the Board 
Beijing, the PRC, 12 October 2011

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