Discloseable and Connected

Datang Intl Power Generation Co Ld
14 April 2008

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)



                                   ANNOUNCEMENT

                        DISCLOSEABLE AND CONNECTED TRANSACTION


                              
INVESTMENT AGREEMENT



The Board announces that on 11 April 2008, the Company entered into the
Investment Agreement with Beijing Gas Group, CDC and New Horizon Capital to
establish the Keqi Coal-based Gas Company, for the purposes of planning,
constructing and operating the Keqi Coal-based Gas Project. The Company, Beijing
Gas Group, CDC and New Horizon Capital agreed to contribute to the establishment
of Keqi Coal-based Gas Company in the proportion of 51%, 33%, 6% and 10%,
respectively.



DISCLOSEABLE AND CONNECTED TRANSACTION



Pursuant to the Listing Rules, as the consideration ratio and assets ratio (as
defined in Rule 14.07 of the Listing Rules) are more than 5% but less than 25%,
the Investment Agreement constitutes a discloseable transaction of the Company
by virtue of Rule14.04(1)(f) of the Listing Rules which is subject to the
notification and announcement requirements as set out in Rules 14.34 to 14.39 of
the Listing Rules.



As at the date of the Investment Agreement, CDC held approximately 33.74% of the
issued share capital of the Company. Accordingly, CDC is a connected person of
the Company under the Listing Rules and the Investment Agreement constitutes a
connected transaction of the Company by  virtue of Rule 14A.13(1)(a) of the
Listing Rules. As each of the assets and consideration ratios (as defined in
Rule 14.07 of the Listing Rules) is more than 2.5%, the Investment Agreement is
subject to the reporting, announcement and Independent Shareholders' approval
requirements under Chapter 14A of the Listing Rules. The Company will also
disclose the relevant details in the next published annual report and accounts
of the Company in accordance with the relevant requirements as set out in Rule
14A.45 of the Listing Rules. A circular containing details of the Investment
Agreement, a letter from the Independent Board Committee, and a letter from the
independent financial advisor, both advising the terms of the Investment
Agreement, together with the notice of the general meeting, will be despatched
to the Shareholders as soon as practicable.



INVESTMENT AGREEMENT



Date



11 April 2008



Parties to the Investment Agreement


1.     The Company,
2.     Beijing Gas Group,
3.     CDC, and
4.     New Horizon Capital



To the best of the directors' knowledge, information and belief having made
all reasonable enquiry, each of Beijing Gas Group and New Horizon Capital (and
their ultimate beneficial owner) are third parties independent of the Company
and connected persons of the Company.



Major Terms of the Investment Agreement



Pursuant to the Investment Agreement, the Company, Beijing Gas Group, CDC and
New Horizon Capital agreed to contribute in cash to the establishment of Keqi
Coal-based Gas Company in the proportion of 51%, 33%, 6% and 10%, respectively,
for the purposes of planning, constructing and operating the Keqi Coal-based Gas
Project.



The Keqi Coal-based Gas Project involves a total investment of approximately
RMB18,780,000,000 (equivalent to approximately HK$20,867,000,000). The total
capital commitment of the Company will be RMB9,577,800,000 (i.e. 51% of the
total investment amount of RMB18,780,000,000).The ultimate registered capital of
Keqi Coal-based Gas Company is approximately 30% of the total investment of the
project, which is approximately RMB5,634,000,000 (equivalent to approximately
HK$6,260,000,000)



Pursuant to the Investment Agreement, the initial registered capital of Keqi
Coal-based Gas Company is RMB100,000,000 (equivalent to approximately
HK$111,111,111). The Company, Beijing Gas Group, CDC and New Horizon Capital
will be responsible for contributing by way of cash in the proportion of 51%,
33%, 6% and 10%, respectively (i.e., the approximate sums of RMB51,000,000
(equivalent to approximately HK$56,666,667), RMB33,000,000 (equivalent to
approximately HK$36,666,667), RMB6,000,000 (equivalent to approximately
HK$6,666,667) and RMB10,000,000 (equivalent to approximately HK$11,111,111),
respectively), to the initial registered capital of Keqi Coal-based Gas Company.
As at the date of this announcement, the respective parties to the Investment
Agreement have not contributed any registered capital to Keqi Coal-based Gas
Company. The Company's contribution to the registered capital of Keqi
Coal-based Gas Company will be funded by internal resources.



The respective parties to the Investment Agreement agree that they will increase
the registered capital of Keqi Coal-based Gas Company in stages based on the
construction progress of the Keqi Coal-based Gas Project, and the Company,
Beijing Gas Group, CDC and New Horizon will contribute to the increased
registered capital in the same proportion as their respective contributions to
the aforesaid initial registered capital of Keqi Coal-based Gas Company.



Pursuant to the Investment Agreement, all funds required for the construction of
the Keqi Coal-based Gas Project will be funded by the registered capital of Keqi
Coal-based Gas Company and financing resources in the PRC, (i.e., loans from
banks.) The respective parties to the Investment Agreement agree to, if
necessary, provide guarantees to Keqi Coal-based Gas Company's financing in
proportion to their respective capital contributions, while Keqi Coal-based Gas
Company will provide a counter-guarantee with its assets and earnings or with
other feasible means as a security against the guarantees provided by the
respective parties to the Investment Agreement. In the event of any further
capital injections or other guarantees against borrowings required upon the
Company, the Company will comply with the relevant requirements under the
Listing Rules if and when necessary.



Effective Date of the Investment Agreement



The Investment Agreement will become effective once the respective parties to
the Investment Agreement have respectively obtained their internal approvals and
the approvals from the relevant government authorities of the PRC for the
investment items in the Investment Agreement. As at the date of this
announcement, the Investment Agreement has been approved by the internal
competent authorities of Beijing Gas Group, CDC, New Horizon Capital. However,
the Investment Agreement is yet to be approved by the Independent Shareholders
pursuant to the Articles of Association and the Listing Rules.



Since New Horizon Capital is a fund company set up in Hong Kong, the Investment
Agreement is subject to the approval by the Ministry of Commerce. As at the date
of this announcement, the approval of the Investment Agreement by the Ministry
of Commerce is still pending.



Other Major terms of the Investment Agreement



The term of operation of Keqi Coal-based Gas Company shall be 30 years from the
date of issuance of the relevant business license.



Information relating to Keqi Coal-based Gas Company



Pursuant to the Investment Agreement, Keqi Coal-based Gas Company, upon its
establishment, will plan, construct and operate the Keqi Coal-based Gas Project,
which is located in Kesheketeng Qi, Chifeng City, Inner Mongolia. Keqi
Coal-based Gas Project, will use the brown coal from the Shengli Coalfield which
is 5 km from the northwest of Xilinhaote, Inner Mongolia, as raw materials and
fuels, and apply developed and reliable gasification technology. Natural gas,
the principal product, will be transmitted by a long-distance pipeline covering
440 km in total which runs from the project site (Kesheketeng Qi destination) to
the final destination in Miyun, Beijing, the PRC. The final size of the Keqi
Coal-based Gas Project is subject to the approval by the relevant government
authorities of the PRC. The Keqi Coal-based Gas Project will be constructed in
three stages. The whole project is expected to be completed by 2012 and is
expected to produce 4,000,000,000 cubic meters of natural gas and other
by-products per annum upon commencement of production.



Keqi Coal-based Gas Company will become a subsidiary of the Company upon its
establishment and the results of Keqi Coal-based Gas Company will be
consolidated in to the accounts of the Company subsequent to its establishment



Even though the current domestic market demand for the clean energy source of
natural gas is substantially larger than its supply, and that the market prices
of natural gas rise along with the increase of prices of other energy sources
such as petroleum and coal, the future benefits to be derived by Keqi Coal-based
Gas Company will be considerably affected in the event that the market prices of
natural gas fluctuate in the future. The Company will closely monitor the trend
of domestic and international natural gas prices, as well as striving to achieve
a stronger risk-resistant ability for Keqi Coal-based Gas Company.



Information relating to the Group



The Group 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
main service areas in the PRC.



Information relating to Beijing Gas Group



Beijing Gas Group is a wholly-owned subsidiary of Beijing Enterprises Holding
Company Limited, a company incorporated in Hong Kong and listed on The Stock
Exchange of Hong Kong Limited.



Beijing Enterprises Group Company Limited, a state-owned enterprise in the PRC,
is the beneficial controller of Beijing Enterprises Holding Company Limited.
Beijing Gas Group has a registered capital of RMB1,980,000,000 and is
principally engaged in the city-gas pipeline business.



Information relating to New Horizon Capital



New Horizon Capital is a fund company set up in May 2007 in Hong Kong. The
investors of the fund comprise more than 20 internationally-renowned
institutions. The fund size is US$500,000,000. New Horizon Capital is a
secondary fund under management by the team, investing largely in various
industries such as manufacturing, new energy, consumables, biomedicines and
automobile accessories and parts.



Information relating to CDC



CDC is a state-owned enterprise and its registered capital is RMB12,000,000,000.
Its main scope of operations are the development, investment, construction,
operation and management of power energy, organisation of power (thermal)
production and sales, power technology development and consultation.



REASONS FOR AND BENEFITS OF ENTERING INTO THE INVESTMENT AGREEMENT



The Company has devised the objective of diversification of business structure,
and the Company's investment in and construction of Keqi Coal-based Gas
Project will allow the Company to develop on the aspect of clean energy
production. The Keqi Coal-based Gas Project is located in an area with abundant
coal resources which provides a reliable source of raw materials and fuels to
the Keqi Coal-based Gas Project, and with abundant water resources and
convenient transportation facilities which will help to lower the operation
costs of the Keqi Coal-based Gas Project. Moreover, the Keqi Coal-based Gas
Project aims to supply gas largely to Beijing and to cities along the gas
transmission pipeline upon its completion. As a political, cultural and
financial center of the PRC, Beijing has an enormous demand for clean energy !V
natural gas, given its higher requirement for the quality of the air
environment. The Company believes the Keqi Coal-based Gas Project, upon its
completion, will benefit from the growing demand for clean energy in Beijing and
the cities along the gas transmission pipeline, which in turn will enhance the
Company's profitability as a whole. The Directors believe that entering into
the Investment Agreement will facilitate the profit growth of the Company.



The terms of the Investment Agreement were negotiated on an arm's length
basis between the Company and the parties thereto and were determined on normal
commercial terms. The Directors (excluding the independent non-executive
directors whose views will be contained in the circular to be dispatched to the
shareholders in accordance with the requirements of the Listing Rules taking
into account the advice from the independent financial adviser) consider that
the terms of Investment Agreement are fair and reasonable and in the best
interest of the Company and the Shareholders as a whole.



DISCLOSEABLE AND CONNECTED TRANSACTION



Pursuant to the Listing Rules, as the consideration ratio and assets ratio (as
defined in Rule 14.07 of the Listing Rules) is more than 5% but less than 25%,
the Investment Agreement constitutes a discloseable transaction of the Company
by virtue of Rule14.04(1)(f) of the Listing Rules which is subject to the
notification and announcement requirements as set out in Rules 14.34 to 14.39 of
the Listing Rules.



As at the date of the Investment Agreement, CDC held approximately 33.74% of the
issued share capital of the Company. Accordingly, CDC is a connected person of
the Company under the Listing Rules and the Investment Agreement constitutes a
connected transaction of the Company by virtue of Rule 14A.13(1)(a) of the
Listing Rules. As each of the assets and consideration ratios (as defined in
Rule 14.07 of the Listing Rules) is more than 2.5%, the Investment Agreement is
subject to the reporting, announcement and Independent Shareholders' approval
requirements under Chapter 14A of the Listing Rules. The Company will also
disclose the relevant details in the next published annual report and accounts
of the Company in accordance with the relevant requirements as set out in Rule
14A.45 of the Listing Rules. A circular containing details of the Investment
Agreement, a letter from the Independent Board Committee, and a letter from the
independent financial advisor, both advising the terms of the Investment
Agreement, together with the notice of the general meeting, will be despatched
to the Shareholders as soon as practicable.

Shareholders (and their associates) who has a material interest in the
transaction shall abstain from voting in the annual general meeting. CDC and its
associates have to be abstained from voting in approving the Investment
Agreement in the annual general meeting.



INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR



An Independent Board Committee comprising the independent non-executive
Directors will be formed to advise the Independent Shareholders on the terms of
the Investment Agreement. None of the independent non-executive Directors has
any material interest in the Investment Agreement.



The Company will appoint an independent financial advisor to advise the
Independent Board Committee and the Independent Shareholders on the terms of the
Investment Agreement.



DESPATCH OF CIRCULAR



A circular containing details of the Investment Agreement, a letter from the
Independent Board Committee, and a letter from the independent financial
advisor, both advising the terms of the Investment Agreement, together with the
notice of the general meeting will be despatched to the Shareholders as soon as
practicable.



DEFINITIONS



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


AGM                            the annual general meeting of the Company to be held to consider and, if thought
                               fit, approve the Investment Agreement


A Share(s)                     the domestic ordinary share(s) of the Company with a nominal value of RMB1.00
                               each


Articles of Association        A the Articles of Association of the Company


Beijing Gas Group              Beijing Gas Group Co., Ltd, a limited company established under the laws of the
                               PRC and  a wholly-owned subsidiary of Beijing Enterprises Holding Company Limited,
                               a company incorporated in Hong Kong and listed on The Stock Exchange of Hong Kong
                               Limited


Board                          the board of directors of the Company

CDC                            China Datang Corporation, a state-owned enterprise established under the laws of
                               the PRC and a controlling Shareholder of the Company holding approximately 33.74%
                               of the issued share capital of the Company as at the date of this announcement


Company                        Datang International Power Generation Co., Ltd., a sino-foreign joint stock
                               limited company incorporated in the PRC on 13 December 1994, of which the H Shares
                               are listed on The Stock Exchange of Hong Kong Limited and The London Stock
                               Exchange Limited and the A Shares are listed on the Shanghai Stock Exchange


Connected Person               has the meaning ascribed to it under the Listing Rules


Directors                      directors of the Company

H Share(s)                     the overseas listed foreign shares of the Company with a nominal value of RMB1.00
                               each


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

Hong Kong                      the Hong Kong Special Administrative Region of the PRC


Independent shareholders       the shareholders other than the connected persons of the Company; CDC and its
                               associates have to be abstained from voting in approving the Investment Agreement
                               in the general meeting


Independent Board Committee    the independent board committee of the Company, comprising four independent
                               non-executive Directors

Investment Agreement           the investment agreement entered into on 11 April 2008 by the Company, Beijing Gas
                               Group, New Horizon Capital and CDC to establish the Keqi Coal-based Gas Company,
                               for purpose of planning, constructing and operating the Keqi Coal-based Gas
                               Project

Keqi Coal-based Gas Company    Inner Mongolia Datang International Keqi Coal-based Gas Company Limited


Keqi Coal-based Gas Project    the coal conversion project involving the expected production of 4,000,000,000
                               cubic meters of natural gas and other by-products per annum in Kesheketeng Qi,
                               Inner Mongolia


Listing Rules                  Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
                               Limited


Ministry of Commerce           Ministry of Commerce of the PRC


New Horizon Capital            (New Horizon Capital Advisors Limited), a fund company established in Hong Kong


PRC                             the People's Republic of China

RMB                             Renminbi, the lawful currency of the PRC

Shareholder(s)                  shareholder(s) of the Company

%                               per cent.



Note: Unless otherwise specified and for reference only, the conversion of Hong
Kong dollars into Renminbi is based on the exchange rate of HK$1= RMB0.9 in this
announcement.


                                                                                           By Order of the Board
                                                                                                 Zhou Gang
                                                                                          Secretary to the Board



Beijing, the PRC, 11 April 2008



As at the date of this announcement, the directors of the Company are:



Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu
Changchun* and Xia Qing*



*  Independent non-executive Directors


                      This information is provided by RNS
            The company news service from the London Stock Exchange