Connected Transaction

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 
take no responsibility for the contents of this announcement, make no representation 
as to its accuracy or 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 GENERATION CO., LTD.

           (a sino-foreign joint stock limited company incorporated in the 
                              People's Republic of China) 

                                 (Stock Code: 00991)

                                     ANNOUNCEMENT
                                CONNECTED TRANSACTION
 

ENTRUSTED LOAN AGREEMENT


On 25 October 2012, the 30th meeting of the seventh session of the Board considered 
and approved the provision of the Entrusted Loan of not exceeding RMB3 billion to 
Duolun Coal Chemical Company. On 31 October 2012, the Company entered into the 
Entrusted Loan Agreement with Datang Finance Company and Duolun Coal Chemical Company 
in relation to the provision of the Entrusted Loan by the Company to Duolun Coal 
Chemical Company through the Entrusted Loan Arrangement, in which Datang Finance 
Company acts as the lending agent.


CONNECTED TRANSACTION


As at the date of this announcement, Duolun Coal Chemical Company is owned as to 60% 
and 40% by Energy and Chemical Company, a wholly-owned subsidiary of the Company, and 
CDC, respectively. Datang Finance Company is a subsidiary of CDC which is the 
controlling Shareholder of the Company. CDC together with its subsidiaries hold 
approximately 34.71% of the issued share capital of the Company. Both Duolun Coal 
Chemical Company and Datang Finance Company are therefore connected persons of the 
Company and the transaction under the Entrusted Loan Agreement constitutes a 
connected transaction of the Company under Chapter 14A of the Listing Rules.

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing 
Rules) for the principal amount of the Entrusted Loan under the Entrusted Loan 
Agreement is more than 5%, the Entrusted Loan Arrangement and the Entrusted Loan 
Agreement are subject to the requirements of reporting, announcement and approval by 
the independent Shareholders of the Company under Chapter 14A of the Listing Rules.

The Company will disclose the relevant details in the next annual report and accounts 
of the Company in accordance with the relevant requirements as set out in Chapter 14A 
of the Listing Rules. A circular containing details of the Entrusted Loan Arrangement 
and the Entrusted Loan Agreement, a letter from the independent board committee and a 
letter from the independent financial advisor both advising the entrusted loan 
matters and the terms of the Entrusted Loan Agreement will be dispatched to the 
Shareholders on or before 22 November 2011.


ENTRUSTED LOAN AGREEMENT


Date and Subject Matter

On 25 October 2012, the 30th meeting of the seventh session of the Board considered 
and approved the provision of the Entrusted Loan of not more than RMB3 billion to 
Duolun Coal Chemical Company. On 31 October 2012, the Company entered into the 
Entrusted Loan Agreement with Datang Finance Company and Duolun Coal Chemical Company 
in relation to the provision of the Entrusted Loan by the Company to Duolun Coal 
Chemical Company pursuant to the Entrusted Loan Arrangement, in which Datang Finance 
Company acts as a lending agent. 
   
Parties to the Agreement

1.   The Company, as the lender; 
2.   Datang Finance Company, as the lending agent; and
3.   Duolun Coal Chemical Company, as the borrower.

Major Terms of the Entrusted Loan Agreement

1.   Entrusted Loan Arrangement

     Pursuant to the Entrusted Loan Agreement, Datang Finance Company is entrusted by 
     the Company to act as a lending agent to, inter alia, release the Entrusted Loan
     to Duolun Coal Chemical Company, and supervise Duolun Coal Chemical Company to 
     use and repay the Entrusted Loan.

2.   Principal amount of the Entrusted Loan

     Not exceeding RMB3 billion.

3.   Term

     The term for the Entrusted Loan Agreement is 36 months commencing from 31 October
     2012 and ending on 30 October 2015.

4.   Interest rate

     At a floating interest rate, being the benchmark interest rate to be charged for
     the same level of loans in RMB by the People's Bank of China for the same period 
     as announced by the People's Bank of China on the date when the Entrusted Loan 
     is withdrawn and such interest rate is to be adjusted annually. The adjustment 
     date is 21st December of each year. The adjusted interest rate will be the 
     benchmark interest rate for the same level of loans in RMB for the same period 
     announced by the People's Bank of China on the adjustment date. 

     As at the date of this announcement, the current benchmark interest rate of the 
     People's Bank of China for the same level of loans in RMB for the same period is
     6.15% per year.

     Such interest rate is arrived at after arm's length negotiation between the 
     Company and Duolun Coal Chemical Company in consideration of the overall 
     reduction in capital costs to the Group after the accounts of Duolun Coal 
     Chemical Company (being the subsidiary of the Company) are consolidated into the 
     accounts of the Company.

5.   Repayment schedule of the principal of the Entrusted Loan

     One-off repayment of principal by Duolun Coal Chemical Company upon maturity 
     under the Entrusted Loan Agreement.

6.   Payment schedule of interests of the Entrusted Loan

     Interests shall be settled by Duolun Coal Chemical Company on a quarterly basis.
     The settlement date falls on the twentieth (20th) day of the last month of each
     quarter.

7.   Handling Fee

     The handling fee shall be charged by Datang Finance Company on the date of grant 
     of the Entrusted Loan and on the day corresponding to the date of grant of the 
     Entrusted Loan in each following year. The rate of the handling fee per annum 
     shall be 0.025% of the outstanding amount of the Entrusted Loan.

8.   Effective date

     The Entrusted Loan Agreement shall become effective when it is duly signed by 
     the parties and upon the approval of the internal authority of each of the 
     parties (or the internal approval procedures of each of the parties have been 
     implemented).


REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT 


In view of the cooperation history between Datang Finance Company and the Company and 
given that the provision of entrusted loan services by Datang Finance Company is 
covered under the Financial Services Agreement, Datang Finance Company has better 
understanding of the operations of the Company which will allow more expedient and 
efficient services than those rendered by other PRC commercial banks. Further, the 
handling fees charged by Datang Finance Company will not be higher than those charged 
by other PRC commercial banks. In view of the above considerations, the Company 
appointed Datang Finance Company, rather than other PRC commercial banks, as the 
lending agent. 

Further, considering the capital risks control measures under the Financial Services 
Agreement as set out in the circular of the Company dated 16 November 2010 and the 
terms under the Entrusted Loan Agreement are normal commercial terms which confer no 
additional obligations nor risks on the Company when comparing with other entrusted 
loan agreement in the market, the Company considers that no additional risks will be 
involved by appointing Datang Finance Company as the lending agent under the 
Entrusted Loan Agreement.

In order to ensure the day-to-day cash flow of Duolun Coal Chemical Company, the 
Company intends to provide the Entrusted Loan of not exceeding RMB3 billion to Duolun 
Coal Chemical Company. The Company is of the view that the Entrusted Loan is 
beneficial for the smooth progress of the Duolun Coal Chemical Project. The Entrusted 
Laon will be primarily utilized by Duolun Coal Chemical Company to repay its existing 
bank and other borrowings.

Considering the possible higher financial costs for Duolun Coal Chemical Company to 
obtain the current loan from other commercial banks when comparing with the financial 
costs incurred by the Company to obtain the funding of the Entrusted Loan, the 
Company considers that the overall capital costs to the Group will be reduced after 
the accounts of Duolun Coal Chemical Company (being the subsidiary of the Company) 
are consolidated into the accounts of the Company. 

The Directors (excluding the independent non-executive Directors whose views will be 
contained in the circular after considering the advice from the independent financial 
advisor) are of the view that the terms of the Entrusted Loan 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. 


INFORMATION ON THE PARTIES 


1.   Information relating to the Company

     The Company is principally engaged in the development and operation of power 
     plants, the sale of electricity and thermal power, and the repair, testing and 
     maintenance of power equipment as well as the provision of power-related 
     technical services. The main service areas of the Company are in the PRC. 

2.   Information relating to Duolun Coal Chemical Company

     Duolun Coal Chemical Company was duly incorporated on 19 August 2009 with a 
     registered capital of RMB4,050 million. Duolun Coal Chemical Company is 
     principally responsible for the construction and operation of the coal-based 
     olefin project with an annual output of 460,000 tonnes. The equity structure of 
     Duolun Coal Chemical Company is as follows: Energy and Chemical Company, the 
     Company's wholly-owned subsidiary, holds 60% equity interests, and CDC, the 
     controlling Shareholder of the Company, holds 40% equity interests. As at the
     date of this announcement, the aforementioned project is under trial-run 
     production.

3.   Information relating to Datang Finance Company

     Datang Finance Company is a non-banking financial institution duly incorporated 
     in the PRC on 10 May 2005 with a registered capital of RMB3 billion. Its 
     principal business includes, among others, the provision of deposit services, 
     loan services, entrusted loan services and entrusted investment services.

4.   Information relating to 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, 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.
 

CONNECTED TRANSACTION 


As at the date of this announcement, Duolun Coal Chemical Company is owned as to 60% 
and 40% by Energy and Chemical Company, a wholly-owned subsidiary of the Company, and 
CDC, respectively. Datang Finance Company is a subsidiary of CDC which is the 
controlling Shareholder. CDC together with its subsidiaries hold approximately 34.71% 
of the issued share capital of the Company as at the date of this announcement. Both 
Duolun Coal Chemical Company and Datang Finance Company are therefore connected 
persons of the Company and the transaction under the Entrusted Loan Agreement 
constitutes a connected transaction of the Company under Chapter 14A of the Listing 
Rules. 

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing 
Rules) for the principal amount of the Entrusted Loan under the Entrusted Loan 
Agreement is more than 5%, the Entrusted Loan Arrangement and the Entrusted Loan 
Agreement are subject to the requirements of reporting, announcement and approval by 
the independent Shareholders of the Company under Chapter 14A of the Listing Rules. 

The Company will disclose the relevant details in the next annual report and accounts 
of the Company in accordance with the relevant requirements as set out in Chapter 14A 
of the Listing Rules. A circular containing details of the Entrusted Loan Arrangement, 
the Entrusted Loan Agreement, a letter from the independent board committee and a 
letter from the independent financial advisor, both advising the Entrusted Loan 
Arrangement and the terms of the Entrusted Loan Agreement, will be dispatched to the 
Shareholders on or before 22 November 2012. 

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

 
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR


An independent board committee comprising the independent non-executive Directors will 
be formed to advise the independent Shareholders on the terms of the Entrusted Loan 
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 
Entrusted Loan Agreement. 


DEFINITIONS 


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



"A Share(s)"                      the domestic ordinary share(s) of the Company with 
                                  a nominal value of RMB1.00 each and are listed on
                                  the Shanghai Stock Exchange 

"Board"                           the board of Directors of the Company 

"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 which, together with 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 Finance Company"          Datang Corporation Finance Limited Company, a 
                                  subsidiary of CDC

"Directors"                       the director(s) of the Company 

"Duolun Coal Chemical Company"    Datang Inner Mongolia Duolun Coal Chemical Company 
                                  Limited, which constructs and operates the Duolun
                                  Coal Chemical Project 

"Duolun Coal Chemical Project"    the project located in Duolun County in the Inner 
                                  Mongolia Autonomous Region which uses the brown 
                                  coal from the East Unit 2 coal mine of Shengli Coal
                                  Mine as raw materials for the production of 
                                  polypropylene chemical products by employing the 
                                  pulverised coal gasification technology, the 
                                  synthetic gas purification technology, large-scale 
                                  methanol synthesis technology, the 
                                  methanol-to-propylene technology and the propylene 
                                  polymerisation technology

"Entrusted Loan"                  the entrusted loan of a total principal amount of 
                                  not exceeding RMB3 billion 

"Entrusted Loan Agreement"        the entrusted loan agreement entered into on 31 
                                  October 2012 between the Company, Energy and 
                                  Chemical Company, Datang Finance Company and Duolun
                                  Coal Chemical Company in respect of the Entrusted 
                                  Loan Arrangement 

"Entrusted Loan Arrangement"      the arrangement where Datang Finance Company is
                                  entrusted by the Company to act as a lending agent 
                                  to, inter alia, release the Entrusted Loan to 
                                  Duolun Coal Chemical Company pursuant to the 
                                  Entrusted Loan Agreement

"Financial Services Agreement"    the financial services agreement dated 26 October
                                  2010 entered into between the Company and Datang 
                                  Finance Company, details of which please refer to 
                                  the circular of the Company dated 16 November 2010

"Group"                           the Company and its subsidiaries 

"H Share(s)"                      the overseas listed foreign shares of the Company 
                                  with a nominal value of RMB1.00 each, which are 
                                  listed on the Stock Exchange and the London Stock 
                                  Exchange

"Hong Kong"                       the Hong Kong Special Administrative Region of the 
                                  PRC

"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 holder(s) of the Share(s) 

"Shares"                          the ordinary shares of the Company with a nominal 
                                  value of RMB1.00 each, comprising domestic Shares 
                                  and H Shares 

"Stock Exchange"                  The Stock Exchange of Hong Kong Limited 

"%"                               percent 



                                                            By Order of the Board  
                                                                  Zhou Gang     
                                                            Secretary to the Board 

Beijing, the PRC, 1 November 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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, 
Li Hengyuan*, Zhao Jie*, Jiang Guohua*

*  Independent non-executive directors