CONNECTED TRANSACTION

Datang Intl Power Generation Co Ld
11 January 2006


The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims 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)


                    DISCLOSEABLE AND CONNECTED TRANSACTION


Investment Agreement


The Board would like to announce that on 8 January 2006, the Company entered
into the Investment Agreement with Hebei Investment for the purposes of
constructing and operating the Wangtan Power Plant Project by establishing
Wangtan Power Company. Pursuant to the Investment Agreement, the Company and
Hebei Investment agreed to contribute to the registered capital of Wangtan Power
Company in the proportion of 70% and 30%, respectively.


Discloseable and Connected Transaction


As at the date of the Investment Agreement, Hebei Investment owns approximately
13.01% of the issued share capital of the Company, therefore Hebei Investment is
a connected person of the Company under the Listing Rules. Accordingly, the
Investment Agreement constitutes a connected transaction for the Company under
the Listing Rules. As each of the percentage ratios (as defined in Rule 14.07 of
the Listing Rules) is more than 2.5%, the Investment Agreement is subject to
reporting, announcement and Independent Shareholders' approval requirements
under Rule 14A.32 of the Listing Rules. Relevant details will also be included
in the next published annual report and accounts of the Company in accordance
with Rule 14A.45 of the Listing Rules.


According to the Listing Rules, the Investment Agreement also constitutes a
discloseable transaction of the Company which is subject to the notification and
publication requirements as set out in Rules 14.34 to 14.39 of the Listing
Rules.


A circular containing details of the Investment Agreement, together with a
notice of the EGM, will be despatched to the Shareholders as soon as
practicable.


INVESTMENT AGREEMENT


Date

8 January 2006


Parties


(i)       the Company; and

(ii)      Hebei Investment.


Major Terms


Pursuant to the Investment Agreement, the Company and Hebei Investment agreed to
contribute to the registered capital of Wangtan Power Company in the proportion
of 70% and 30%, respectively, for the purposes of constructing and operating the
Wangtan Power Plant Project.


The total investment amount of the Wangtan Power Plant Project is expected to be
approximately RMB5,940,000,000 (equivalent to approximately HK$5,711,538,462),
20% of which is the registered capital of Wangtan Power Company, i.e.
RMB1,188,000,000 (equivalent to approximately HK$1,142,307,692). Pursuant to the
Investment Agreement, the Company and Hebei Investment will be responsible to
contribute in cash 70% (i.e. RMB831,600,000 (equivalent to approximately
HK$799,615,385)) and 30% (i.e. RMB356,400,000 (equivalent to approximately
HK$342,692,308)), respectively, of the registered capital of Wangtan Power
Company and the payment terms of such contribution will be agreed between the
parties to the Investment Agreement in accordance with the construction progress
of the Wangtan Power Plant Project. The Investment Agreement does not stipulate
a time limit within which both parties will contribute to the registered capital
of Wangtan Power Company. As at the date of this announcement, no contribution
to the registered capital of Wangtan Power Company has been made by the parties
to the Investment Agreement. The Company's contribution to the registered
capital of Wangtan Power Company will be funded by internal resources.


According to the Investment Agreement, all funds required for the construction
of the Wangtan Power Plant Project will be funded by the registered capital of
Wangtan Power Company and third party borrowings in the PRC and in which case,
each of the Company and Hebei Investment will severally guarantee such
borrowings in proportion to their respective capital contribution in Wangtan
Power Company if so required. In the event of any further capital contribution
or guarantee of borrowings by the Company, it will comply with the relevant
requirements under the Listing Rules if and when necessary.


The Investment Agreement will become effective when the respective party to the
Investment Agreement has obtained their internal approvals for the investments
under the Investment Agreement which, apart from the approval by the Independent
Shareholders pursuant to the Listing Rules, have all been obtained as at the
date of this announcement. The Wangtan Power Plant Project has been approved by
the National Development and Reform Commission in the PRC and the application
for the business license of Wangtan Power Company is in process.


The Investment Agreement has no long-stop date and upon the establishment of
Wangtan Power Company, it will become a subsidiary of the Company.


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 and power related technical services, with its
present main operation in the PRC.


INFORMATION RELATING TO HEBEI INVESTMENT


The principal business of Hebei Investment includes the development of
investment businesses, provision of security and guarantee to enterprises and
investing in and management of energy, transportation and communications
projects.


INFORMATION RELATING TO THE WANGTAN POWER PLANT PROJECT


The Wangtan Power Plant Project, consisting of two 600 MW coal-fired power
generating units, is located in the Tangshan Seaport Development Zone, Tangshan,
Hebei Province, the PRC, in which abundant coal resources is found. The Wangtan
Power Plant Project has been approved by the National Development and Reform
Commission of the PRC in 2005 and pre-construction work has been undertaken by
the Company. Through negotiations during the pre-construction stage of the
Wangtan Power Plant Project, the Company and Hebei Investment agreed as to the
details of the cooperation in the project and accordingly entered into the
Investment Agreement. Pursuant to the Investment Agreement, Hebei Investment has
agreed to reimburse the Company for all expenses it incurred in the pre-
construction stage of the project in the proportion of its investment in Wangtan
Power Company. The Wangtan Power Plant Project is now in its testing stage.


REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE INVESTMENT AGREEMENT


The Wangtan Power Plant Project is constructed in the Hebei Province and the
electricity generated by the coal-fire generating units constructed pursuant to
such project will be sold in full to the BTT Power Grid. The Company believes
that the power generating units constructed in the Wangtan Power Plant Project
could take advantage of the growing demand for electricity in the BTT area,
which in turn would enhance the operating profits of the Company as a whole. The
Company also believes that the participation in the Wangtan Power Plant Project
with Hebei Investment will enable the Company to spread its risks associated
with the project and allow the Company to diversify its resources into other
viable projects. In view of the above, the Directors believe that the terms of
the Investment Agreement are fair and reasonable and in the interests of the
Shareholders as a whole.


DISCLOSEABLE AND CONNECTED TRANSACTION


As at the date of the Investment Agreement, Hebei Investment owns approximately
13.01% of the issued share capital of the Company, therefore Hebei Investment is
a connected person of the Company under the Listing Rules. Accordingly, the
Investment Agreement constitutes a connected transaction for the Company under
the Listing Rules. As each of the percentage ratios (as defined in Rule 14.07 of
the Listing Rules) is more than 2.5%, the Investment Agreement is subject to
reporting, announcement and Independent Shareholders' approval requirements
under Rule 14A.32 of the Listing Rules. Relevant details will also be included
in the next published annual report and accounts of the Company in accordance
with Rule 14A.45 of the Listing Rules.


According to the Listing Rules, the Investment Agreement also constitutes a
discloseable transaction of the Company which is subject to the notification and
publication requirements as set out in Rules 14.34 to 14.39 of the Listing
Rules.


Hebei Investment and its Associates will abstain from voting on the resolution
to approve the Investment Agreement at the EGM.


INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR


An Independent Board Committee will be appointed to advise the Independent
Shareholders on the terms of the Investment Agreement. An independent financial
advisor will be appointed to advise the Independent Board Committee and the
Independent Shareholders on the terms of the Investment Agreement.


DESPATCH OF CIRCULAR


A circular containing, among other things, further information on the Investment
Agreement, together with a notice of the EGM, will be despatched to the
Shareholders as soon as practicable.


DEFINITIONS


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


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


'Associate(s)'                    has the meaning ascribed to it under the Listing Rules

'Board'                           the board of Directors

'BTT'                             means Beijing-Tianjin-Tangshan

'Company'                         Datang International Power Generation Co., Ltd. (Chinese Characters), a
                                  sino-foreign joint stock limited company incorporated in the PRC on 13
                                  December 1994, the H Shares are listed on the Stock Exchange and the London
                                  Stock Exchange

'connected person'                has the meaning ascribed to it in the Listing Rules

'Director(s)'                     the director(s) of the Company

'Domestic Shares'                 ordinary shares issued by the Company, with a nominal value of RMB1.00
                                  each, which are subscribed for or credited as paid up in Renminbi

'EGM'                             the extraordinary general meeting of the Company to be held to consider
                                  and, if thought fit, to approve the Investment Agreement

'H Shares'                        the overseas listed foreign shares of the Company with a nominal value of
                                  RMB1.00 each and are listed on the Stock Exchange and the London Stock
                                  Exchange

'Hebei Investment'                Hebei Construction Investment Company (Chinese Characters), a state-owned
                                  enterprise established under the laws of the PRC and is a substantial
                                  shareholder of the Company holding approximately 13.01% of the issued share
                                  capital of the Company as at the date of the Investment Agreement

'HK$'                             Hong Kong dollar(s), the lawful currency of Hong Kong

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

'Independent Board Committee'     the independent board committee of the Board, comprising five independent
                                  non-executive Directors, namely Mr. Xie Songlin, Mr. Xu Daping, Mr. Liu
                                  Chaoan, Mr. Yu Changchun and Mr. Xia Qing

'Independent Shareholders'        Shareholders other than Hebei Investment and its Associates

'Investment Agreement'            the investment agreement in relation to the Hebei Wangtan Power Plant
                                  Project dated 8 January 2006 entered into between the Company and Hebei
                                  Investment

'Listing Rules'                   Rules Governing the Listing of Securities on the Stock Exchange

'London Stock Exchange'           The London Stock Exchange Limited

'MW'                              Megawatts

'PRC'                             the People's Republic of China

'RMB'                             Renminbi, the lawful currency of the PRC

'Share(s)'                        the ordinary share(s) of the Company with a nominal value of RMB1.00 each,
                                  comprising Domestic Shares and H Shares

'Shareholder(s)'                  the holder(s) of the Share(s)

'Stock Exchange'                  The Stock Exchange of Hong Kong Limited

'Wangtan Power Company'           Hebei Datang International Wangtan Power Co., Ltd. (Chinese Characters)

'Wangtan Power Plant Project'     Hebei Wangtan Power Plant Project (Chinese Characters) which consists of
                                  two 600MW coal-fired power generating units

'%'                               per cent.

                                                                   
                                                                                     By Order of the Board
                                                             
                                                                                         Yang Hongming
                                                                                
                                                                                       Company Secretary


Beijing, the PRC, 10 January 2006


As at the date of this announcement, the Directors are:


Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, Liu
Chaoan*, Yu Changchun* and Xia Qing*


*  independent non-executive Directors


For the purpose of this announcement, HK$1.00 is equivalent to RMB1.04.



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