THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in DATANG INTERNATIONAL POWER GENERATION CO., LTD., you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. (a sino-foreign joint stock limited company incorporated in the People’s Republic of China) (Stock Code: 00991) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF THE TARGET COMPANIES FROM CDC Financial adviser to Datang International Power Generation Co., Ltd. GF Capital (Hong Kong) Limited Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Guosen Securities (HK) Capital Company Limited Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular. A letter from the Board is set out on pages 1 to 71 of this circular. A letter from the Independent Board Committee is set out on page 72 to 73 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 74 to 102 of this circular. The Company will convene the EGM at 1608 Conference Room of Datang International, 9 Guangningbo Street, Xicheng District, Beijing, the PRC on 16 March 2018 (Friday) at 9:30 a.m.. The notice convening the EGM has been dispatched to the Shareholders on 30 January 2018. Completion and return of the proxy form shall not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish. 22 February 2018 CONTENTS Page DEFINITIONS ............................................................. ii LETTER FROM THE BOARD ................................................ 1 LETTER FROM THE INDEPENDENT BOARD COMMITTEE...................... 72 LETTER FROM GUOSEN SECURITIES........................................ 74 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ................ I-1 APPENDIX II – ACCOUNTANTS’ REPORT OF THE TARGET COMPANIES .... II-1 APPENDIX III A – SUMMARY ASSET VALUATION REPORT OF HEBEI COMPANY ...................................... IIIA-i APPENDIX III B – SUMMARY ASSET VALUATION REPORT OF ANHUI COMPANY...................................... IIIB-i APPENDIX III C – SUMMARY ASSET VALUATION REPORT OF HEILONGJIANG COMPANY . IIIC-i APPENDIX IV – LETTER FROM RSM HONG KONG IN RELATION TO THE CALCULATIONS OF THE VALUATION OF THE RELEVANT SUBSIDIARIES OF THE TARGET COMPANIES ............. IV-1 APPENDIX V – MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET COMPANIES .............................. V-1 APPENDIX VI – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ................................ VI-1 APPENDIX VII – REPORT OF GF CAPITAL IN RELATION TO THE BASES AND ASSUMPTIONS OF THE PROFIT FORECAST OF THE RELEVANT SUBSIDIARIES OF THE TARGET COMPANIES .. VII-1 APPENDIX VIII – ASSUMPTIONS IN RELATION TO THE A-SHARE PROFIT FORECAST REPORTS................................... VIII-1 APPENDIX IX – GENERAL INFORMATION ................................ IX-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “Acquisition” the acquisition by the Company of the Target Shares from CDC pursuant to the terms and conditions of the Transfer Agreement “Anhui Company” Datang Anhui Power Generation Co., Ltd (大唐安徽發電有限公司), a company established in the PRC and one of the Target Companies “Anhui Company Consideration” the consideration payable by the Company for the acquisition of 100% equity interest of Anhui Company from CDC, being RMB7,804.32 million “associate(s)” has the meaning ascribed to it under the Listing Rules “Benchmark Date” the benchmark date for the audit and valuation of the Target Companies, which is 30 September 2017 “Board” the board of Directors “CDC” China Datang Corporation Limited (previously known as China Datang Corporation), a wholly state-owned company established under the laws of the PRC and is a controlling shareholder of the Company. For details, please refer to the section headed “Information of Relevant Parties” “China Enterprise” China Enterprise Appraisal Co., Ltd. (北京中企華資產評估有限責 任公司), which is a third party independent from the Company and connected persons of the Company “China United” China United Assets Appraisal Group Co., Ltd. (中聯資產評估集團有 限公司), which is a third party independent from the Company and connected persons of the Company “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. For details, please refer to the section headed “Information of Relevant Parties” – ii – DEFINITIONS “Completion” the completion of the transfer of all the assets under the Target Companies and their subordinated units and their related operation and management rights from CDC to the Company “connected person(s)” has the meaning ascribed to it under the Listing Rules “connected transaction” has the meaning ascribed to it under the Listing Rules “Consideration” the aggregate consideration for the Acquisition under the Transfer Agreement “controlling shareholder” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “Effective Date” the date on which the Transfer Agreement is signed by the legal representative or authorised representative by the parties with their company chops affixed and upon the fulfillment of all of the conditions precedents as set out in the section headed “Conditions Precedent” in this circular “EGM” the extraordinary general meeting of the Company to be held for the Independent Shareholders to consider and, if thought fit, to approve the Acquisition “Enlarged Group” the Group as enlarged by the Target Companies immediately after the Acquisition “GF Capital” GF Capital (Hong Kong) Limited, a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO “Group” the Company and its subsidiaries “Guosen Securities” or Guosen Securities (HK) Capital Company Limited (國 信 證 券（ 香 港 ） “Independent Financial Adviser” 融資有限公司), a licensed corporation under the SFO permitted to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities for the purposes of the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the terms of the Transfer Agreement – iii – DEFINITIONS “Hebei Company” Datang Hebei Power Generation Co., Ltd. (大唐河北發電有限公司), a company established in the PRC and one of the Target Companies “Hebei Company Consideration” the consideration payable by the Company for the acquisition of 100% equity interest of Hebei Company from CDC, being RMB4,442.37 million “Heilongjiang Company” Datang Heilongjiang Power Generation Co., Ltd. (大唐黑龍江發電 有限公司), a company established in the PRC and one of the Target Companies “Heilongjiang Company the consideration payable by the Company for the acquisition of Consideration” 100% equity interest of Heilongjiang Company from CDC, being RMB5,880.82 million “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” the independent Board committee, comprising the independent non- executive Directors, which has been formed to advise the Independent Shareholders in respect of the Acquisition “Independent Shareholder(s)” shareholders other than Shareholders who have material interest in the Acquisition under the Transfer Agreement “Independent Valuers” collectively, China Enterprise and China United “Latest Practicable Date” 20 February 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “NDRC” National Development and Reform Commission of the PRC (中華 人民共和國國家發展及改革委員會) “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “RSM Hong Kong” the auditor of the Company, being Certified Public Accountants in Hong Kong, which has issued a letter in relation to the calculation of the valuation of the relevant subsidiaries of the Target Companies under Appendix IV of this circular – iv – DEFINITIONS “Ruihua” Ruihua CPAs (Special) LLP, the PRC accountants of the Company “Settlement Date” 1 April 2018 or the first calendar day of the first calendar month after the date on which the EGM is convened (whichever is the later) “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” the holder(s)