Report on the Non-public Issue of A Shares

31 May 2011 14:47

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: 991) OVERSEAS REGULATORY ANNOUNCEMENT REPORT ON THE NON-PUBLIC ISSUE OF A SHARES TO TARGET SUBSCRIBERSSpecial Notice:

The board of directors (the "Board") and all directors (the "Directors") of the Company warrant that there are no false representations and misleading statements contained in, or material omissions from, this announcement, and severally and jointly accept the responsibility for the truthfulness, accuracy and completeness of the content of this announcement.

This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Datang International Power Generation Co., Ltd. (the "Company") completed the non-public issue of A shares to target subscribers on 30 May 2011. Upon completion of the issue, the total share capital of the Company increased from 12,310,037,578 shares to 13,310,037,578 shares. Particulars are as follows:

General Information on the Issue

1. Method of issue: Non-public issue to target subscribers

2. Class of shares: A shares

3. Nominal value per share: RMB1.00

4. Number of shares issued: 1 billion shares

5. Issue price: RMB6.74 per share

6. Proceeds:

According to the RSM Nelson Wheeler Verification Report [Yanzi [2011] No. 098] presented by RSM Nelson Wheeler CPAs to the Company, total proceeds raised from the current issue amounted to RMB6,740,000,000. After deducting issue costs of RMB69,050,000 (including underwriting and sponsor costs, legal fees, accountant fees and share registration fees, etc), net proceeds of the issue amounted to RMB6,670,950,000.

7. Lock-up period for the shares issued:

The A shares subscribed by China Datang Corporation ("CDC"), the controlling shareholder of the Company, shall not be transferred within 36 months from the date of completion of the shares registration, and such shares are expected to be listed and circulated on 30 May 2014. The A shares subscribed by the other eight target subscribers shall not be transferred within 12 months from the date of completion of the shares registration, and such shares are expected to be listed and circulated on 30 May 2012.

Details of the Target Subscribers of the Issue

The total number of A shares issued under the non-public issue was 1 billion shares, which did not exceed the maximum number of 1 billion shares as approved by the China Securities Regulatory Commission. The shares were issued to nine target subscribers, which is in compliance with the relevant provisions of the "Measures Governing the Issue of Securities by Listed Companies" and the "Implementation Rules for the Non-public Issue of Shares by Listed Companies". The target subscribers were determined basing on the principles of price priority, etc. The final target subscribers and the number of shares issued are as follows:

No. Target Subscriber Number of Lock-up shares issued period (shares) (month)1 Harbin Power Equipment Company Limited 200,000,000 122 China Dongfang Electric Group 100,000,000 123 Tianjin Jinneng Investment Company 99,000,000 124 Shanghai Electric Group Company Limited 100,000,000 125 Inner Mongolia Yitai Group Co., Ltd. 100,000,000 126 ICBC Credit Suisse Asset Management Co., Ltd. 35,000,000 127 Aerospace Science & Technology Finance Co., Ltd. 100,000,000 128 Shanghai Tonghui Industrial Co., Ltd. 166,000,000 129 CDC 100,000,000 36 Total 1,000,000,000 --

For other details, please refer to the "Announcement on the Results of the Non-Public Issue of A Shares and Shares Movements" and other relevant appendixes, and the "Announcement in Relation to the Enter into an Agreement for Regulating the Three Parties for Fund Raising" published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk) and Shanghai Stock Exchange (www.sse.com.cn).

By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 31 May 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*, Jiang Guohua*

* Independent non-executive Directors