Continuing Connected Transactions

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
                      CONTINUING CONNECTED TRANSACTIONS


FRAMEWORK AGREEMENT FOR CENTRALISED PURCHASE

The Board is pleased to announce that on 15 June 2012, the Company entered 
into the Framework Agreement for Centralised Purchase with China Water 
Resources and Power, a wholly-owned subsidiary of CDC, in connection with the 
centralised purchase of machinery,  equipment and materials required for 
project construction through China Water Resources and Power.


CONTINUING CONNECTED TRANSACTIONS

As at the date of this announcement, CDC and its subsidiaries hold a total of 
approximately 34.71% of the issued share capital of the Company. As China Water 
Resources and Power is a wholly-owned subsidiary of CDC, China Water Resources 
and Power is therefore a connected person of the Company under Chapter 14A of 
the Listing Rules. The transactions contemplated under the Framework Agreement 
for Centralised Purchase constitute continuing connected transactions of the 
Company. 

As each of the applicable percentage ratios (as defined in Rule 14.07 of the 
Listing Rules) of the Framework Agreement for Centralised Purchase is more than 
0.1% but less than 5%, such transactions are only subject to the reporting and 
announcement requirements, but do not require the approval by the independent 
shareholders of the Company under Chapter 14A of the Listing Rules.


BACKGROUND

In order to regulate and enhance the management of purchase of project 
materials and to leverage bulk purchase advantages, the Company and China Water 
Resources and Power, a subsidiary of CDC, entered into the Framework Agreement 
for Centralised Purchase on 15 June 2012 to centralise the purchase of 
machinery, equipment and materials required for project construction so as to 
enhance quality of purchase and lower purchase costs, thereby enhancing the 
profitability of the Company.


FRAMEWORK AGREEMENT FOR CENTRALISED PURCHASE

Date

15 June 2012

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/or its subordinated 
     enterprises 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/or its subordinated 
     enterprises, 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/or its subordinated 
     enterprises will enter into specific purchase contracts with China Water 
     Resources and Power setting out specific terms for the purchase, but such 
     terms shall be consistent with the principles and the terms of the 
     Framework Agreement for Centralised Purchase. China Water Resources and 
     Power will be responsible for the coordination of the supply of goods and 
     the examination of the arrival goods, as well as resolving problems during
     the implementation of the purchase contracts.

Term 

The term of the Framework Agreement for Centralised Purchase is from 1 June 
2012 to 31 December 2012. 

The Company confirms that each of the applicable percentage ratios (as defined 
under Rule 14.07 of the Listing Rules) in respect of the transactions amount 
under the Framework Agreement for Centralised Purchase for the period from 1 
June 2012 to the date of this announcement did not exceed the de minimis 
threshold set out under Chapter 14A of the Listing Rules.

Fee Standard and Calculation

During the course of centralised purchase, China Water Resources and Power will 
be responsible for the coordination of tenders invitation, contract signing and 
the implementation thereafter, transportation, examination of the arrival goods 
and claims submission, etc. As such, China Water Resources and Power will 
collect a management service fee (the relevant management fee shall not exceed 
6% of the purchase amount on the purchase contracts). Such management service 
fee is determined after arm's length negotiation between the parties taking 
into account the management service fee to be charged for the provision of 
similar services by other independent cooperating service providers. The 
relevant management service fee to be collected by China Water Resources and 
Power shall not be higher than the fee to be charged by China Water Resources 
and Power for the provision of similar services to other independent third 
parties and CDC.

China Water Resources and Power will issue a value added tax invoice comprising 
the purchase amount and the management service fee to the Company and/or its 
subordinated enterprises. 

Annual Cap

Taking into account the expected project construction machinery, equipment and 
materials applicable for centralised purchase which are required for the 
construction of infrastructure projects of the Company and/or its subordinated 
enterprises for the year ending 31 December 2012, the continuing connected 
transactions contemplated under the Framework Agreement for Centralised 
Purchase are subject to an annual cap of RMB1.2 billion (including the purchase 
costs for the project construction machinery, equipment and materials and the 
management service fees payable to China Water Resources and Power) for the 
year ending 31 December 2012. 

Historical Figures

The Company did not carry out similar transaction with China Water Resources 
and Power in the three years ended 31 December 2009, 31 December 2010 and 31 
December 2011.


INFORMATION OF PARTIES RELATING TO THE FRAMEWORK AGREEMENT FOR CENTRALISED 
PURCHASE

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 business includes 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 
CENTRALISED PURCHASE

After taking into account the necessity for lowering purchase costs and 
successful completion of the Company's infrastructure project materials 
purchase tasks during the year, the Company entered into the Framework 
Agreement for Centralised Purchase to leverage on the role of China Water 
Resources and Power as a professional institution in sourcing construction 
project  machinery, equipment and materials to leverage the bulk purchase 
advantage, enhance purchase quality and lower purchase costs, thereby enhancing 
the profitability of the Company.

The Directors (including the independent non-executive Directors) are of the 
view that the continuing connected transactions under the Framework Agreement 
for Centralised Purchase are conducted in the ordinary and usual course of 
business of the Company, and are fair and reasonable and are in the interest 
of the Company and the shareholders as a whole. 


CONTINUING CONNECTED TRANSACTIONS

As at the date of this announcement, CDC and its subsidiaries hold a total of 
approximately 34.71% of the issued share capital of the Company. China Water 
Resources and Power is a wholly-owned subsidiary of CDC and accordingly is a 
connected person of the Company under Chapter 14A of the Listing Rules. The 
transactions contemplated under the Framework Agreement for Centralised 
Purchase constitute continuing connected transactions for the Company. 

As each of the applicable percentage ratios (as defined in Rule 14.07 of the 
Listing Rules) of the Framework Agreement for Centralised Purchase is more than 
0.1% but less than 5%, such transactions are only subject to the reporting and 
announcement requirements, but do not require the approval by the independent 
shareholders of the Company under Chapter 14A of the Listing Rules.


BOARD'S APPROVAL 

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

"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 and Power"  China National Water Resources & Electric 
                                   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 for           the framework agreement for centralised
 Centralised Purchase"             purchase of project construction machinery, 
                                   equipment and materials entered into between 
                                   the Company and China Water Resources and 
                                   Power dated 15 June 2012 

"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, 15 June 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*, Jiang Guohua*

*  Independent non-executive directors