Continuing Connected Transactions

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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 ENGINEERING MATERIALS PURCHASE

On 6 January 2015, the Company entered into the Framework Agreement for Engineering Materials 
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.

LISTING RULES IMPLICATIONS

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 Engineering Materials 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 Engineering Materials Purchase is more than 0.1% but less than 
5%, the relevant continuing connected transactions are only subject to the annual review, 
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 Engineering Materials Purchase 
on 6 January 2015 to centralise the purchase of machinery, equipment and materials required 
for project construction through China Water Resources and Power so as to enhance quality of 
purchase and lower purchase costs, thereby enhancing the profitability of the Company.


FRAMEWORK AGREEMENT FOR ENGINEERING MATERIALS PURCHASE


Date

6 January 2015


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 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 
     Engineering Materials Purchase.


Term 

The term of the Framework Agreement for Engineering Materials Purchase is from 1 January 2015 
to 31 December 2015. 

The Company confirms that no transactions under the Framework Agreement for Engineering 
Materials Purchase were conducted for the period from 1 January 2015 to the date of this 
announcement.


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, delivery, check-and-acceptance and claims submission, etc. As 
such, China Water Resources and Power will charge a management service fee (which shall be 
from 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 charged 
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 other companies of CDC.

Before entering into specific purchase contracts, the relevant departments and subsidiaries 
of the Company will consult and confirm with China Water Resources to ensure the relevant 
management service fee 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 its subsidiaries. 


Annual Cap

Taking into account the requirement of project construction machinery, equipment and 
materials applicable for centralised purchase which are used in the construction of 
infrastructure projects of the Company and its subsidiaries for the year ending 31 December 
2015, the continuing connected transactions contemplated under the Framework Agreement for 
Engineering Materials Purchase are subject to an annual cap of RMB1,000 million (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 2015.

The prices of construction machinery, equipment and materials under the Framework Agreement 
for Engineering Materials Purchase was determined by way of public tender carried out by 
China Water Resources and Power.

According to the demand of engineering machinery, equipment and materials for infrastructure 
projects of the Company and its subsidiaries as well as the result of negotiation between the 
parties, the annual cap in 2015 is expected to be substantially higher when compared to the 
historical transaction amount in 2014.


Historical Figures

For the year ended 31 December 2014, the transaction amount of engineering materials purchase 
by the Company and its subsidiaries from China Water Resources and Power was approximately 
RMB340 million.

For the year ended 31 December 2013, the transaction amount of engineering materials purchase 
by the Company and its subsidiaries from China Water Resources and Power was approximately 
RMB782 million.

For the year ended 31 December 2012, the transaction amount of engineering materials purchase 
by the Company and its subsidiaries from China Water Resources and Power was approximately 
RMB106.299 million.


INFORMATION OF PARTIES RELATING TO THE FRAMEWORK AGREEMENT FOR ENGINEERING MATERIALS 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 RMB18.009 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 ENGINEERING MATERIALS 
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 Engineering Materials Purchase to leverage on the 
role of China Water Resources and Power as a professional institution in sourcing 
construction project machinery, equipment and materials, and to leverage on the advantage of 
bulk 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 the view that the 
continuing connected transactions under the Framework Agreement for Engineering Materials 
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. 


LISTING RULES IMPLICATIONS

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 Engineering Materials 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 Engineering Materials Purchase is more than 0.1% but less than 
5%, such transactions are only subject to the annual review, 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 Liang Yongpang, who are, or have been, 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 Engineering      the framework agreement for materials purchase of 
 Materials Purchase"                      project construction machinery, equipment and 
                                          materials entered into between the Company and 
                                          China Water Resources and Power dated 6 January 
                                          2015 

"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, 6 January 2015

As at the date of this announcement, the directors of the Company are: 
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin, Cai Shuwen, Liu Haixia, 
Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu*

* Independent non-executive Directors