Discloseable Con. Transaction

Datang Intl Power Generation Co Ld
11 January 2007


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 announces that on 9 January 2007, the Company entered into the Investment Agreement with BEIG, CDGC and MDHN
to establish Tuoketuo No. 2 Power Co. for the purposes of planning, constructing and operating the Tuoketuo Power Plant
Project. The Company, BEIG, CDGC and MDHN agreed to contribute to the establishment of Tuoketuo No. 2 Power Co. in the
proportion of 40%, 25%, 20% and 15%, respectively.



DISCLOSEABLE AND CONNECTED TRANSACTION



According to the Listing Rules, as each of the assets and consideration ratios (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 which is subject to the notification and publication requirements as set out in Rules 14.34 to 14.39 of the
Listing Rules.



As at the date of the Investment Agreement, BEIG held approximately 11.86% of the issued share capital of the Company
and 25% of the interest of Tuoketuo Power Company, a subsidiary of the Company; CDGC held approximately 34.96% of the
issued share capital of the Company and MDHN held 15% of the interest of Tuoketuo Power Company. Accordingly, each of
BEIG, CDGC and MDHN is a connected person of the Company under the Listing Rules and therefore the Investment Agreement
constitutes a connected transaction of the Company under 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 of the Company, and a letter from the
independent financial advisor, both advising in respect of the terms of the Investment Agreement will be despatched to
the Shareholders as soon as practicable. The notice of EGM will also be despatched to the Shareholders as soon as
practicable.



INVESTMENT AGREEMENT



Date



9 January 2007



Parties to the Investment Agreement


1.      The Company,
2.      BEIG,
3.      CDGC,
4.      MDHN.



Major terms of the Investment Agreement



Pursuant to the Investment Agreement, the Company, BEIG, CDGC and MDHN agreed to contribute in cash to the
establishment of Tuoketuo No. 2 Power Co. in the proportion of 40%, 25%, 20% and 15%, respectively, for the purposes of
planning, constructing and operating the Tuoketuo Power Plant Project.



The total investment amount of the Tuoketuo Power Plant Project is approximately RMB10,193,530,000 (equivalent to
approximately HK$10,165,067,810), subject to the final approval by the relevant government authorities in the PRC. The
final registered capital of Tuoketuo No. 2 Power Co. will account for approximately 20% of the total investment amount
of the project, i.e. approximately RMB2,038,710,000 (equivalent to approximately HK$2,033,017,551).



Pursuant to the Investment Agreement, the Company, BEIG, CDGC and MDHN will be responsible for contributing in cash in
the proportion of 40% (i.e. approximately RMB815,484,000, equivalent to approximately HK$813,207,020), 25% (i.e.
approximately RMB509,677,500, equivalent to approximately HK$508,254,388), 20% (i.e. approximately RMB407,742,000,
equivalent to approximately HK$406,603,510) and 15% (i.e. approximately RMB305,806,500, equivalent to approximately
HK$304,952,633), respectively, to the registered capital of Tuoketuo No. 2 Power Co.. There is no time limit specified
in the Investment Agreement within which the parties shall contribute in full to the registered capital of Tuoketuo No.
2 Power Co. and it is expected that the parties to the Investment Agreement will contribute their respective shares to
the registered capital of Tuoketuo No. 2 Power Co. in stages in line with the construction progress of the Tuoketuo
Power Plant Project. As at the date of this announcement, the parties to the Investment Agreement have not contributed
any registered capital to Tuoketuo No. 2 Power Co. The Company's contribution to the registered capital of Tuoketuo No.
2 Power Co. will be funded by internal resources.



Pursuant to the Investment Agreement, all funds required for the construction of the Tuoketuo Power Plant Project will
be funded by the registered capital of Tuoketuo No. 2 Power Co. and financing resources in the PRC, i.e. loans from
banks. If necessary, the respective parties to the Investment Agreement will severally guarantee against such financing
in proportion to their respective capital contributions in Tuoketuo No. 2 Power Co. and Tuoketuo No. 2 Power Co. will
provide counter-guarantee with its assets or other applicable means against the guarantees given by the respective
parties to the Investment Agreement. In the event of any further capital injection 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 when the respective parties to the Investment Agreement have
respectively obtained approvals from their authorities for the investment items in the Investment Agreement. As at the
date of this announcement, the Company still has to submit the Investment Agreement to its general meeting for
consideration and approval.



Other major terms of the Investment Agreement



The term of operation of Tuoketuo No. 2 Power Co. shall be 30 years from the date of issuance of the business licence.



In order to enable the Company to obtain over 50% of the voting rights in the general meetings and board meetings of
Tuoketuo No. 2 Power Co. upon its establishment, CDGC and the Company entered into a separate agreement and pursuant to
which, CDGC agreed that while exercising the voting rights on the general meetings and board meetings of Tuoketuo No. 2
Power Co., CDGC will vote in line with the Company. As a result, Tuoketuo No. 2 Power Co. will become a subsidiary of
the Company and the results of Tuoketuo No. 2 Power Co. will be fully consolidated into the Group's financial
statements.



INFORMATION RELATING TO TUOKETUO NO. 2 POWER CO.



Pursuant to the Investment Agreement, Tuoketuo No. 2 Power Co., upon its establishment, will plan, construct and
operate the Tuoketuo Power Plant Project which comprises four 600MW air-cooling coal-fired power generating units.
Located in Hohhot City, Inner Mongolia Autonomous Region, the PRC, all the electricity generated by the power plant
will be transmitted to the North China Power Grid.



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 BEIG



BEIG is a wholly state-owned company which is allowed to engage in any business activities within the scope of
operation as permitted by the laws and regulations. BEIG is principally engaged in the development and investment of
various forms of energy.



INFORMATION RELATING TO CDGC



CDGC is a state-owned enterprise; 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, and so forth.



INFORMATION RELATING TO MDHN



MDHN is a joint stock limited company and its scopes of operation are coal-fired power generation and supply of thermal
power.



REASONS FOR AND BENEFITS OF ENTERING INTO THE INVESTMENT AGREEMENT



The Tuoketuo Power Plant Project is located in a place with abundant coal resources. As such, fuel supplies with
relatively low costs for the project can be guaranteed which will help lower the operation costs of the Tuoketuo Power
Plant Project. Upon completion, the project will supply electricity directly to the North China Power Grid.
Beijing-Tianjian-Tangshan ('BTT') area, which is within the North China Power Grid, is the load centre for electricity
consumption with fast economic growth. The Company considers that the Tuoketuo Power Plant Project, upon its
completion, will benefit from the growing demand for electricity in the BTT area, which in turn will enhance the
Company's profitability as a whole. The Directors consider that the entering into the Investment Agreement will
facilitate the profit growth of the Company.



The Directors consider that 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 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



According to the Listing Rules, as each of the assets and consideration ratios (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 which is subject to the notification and publication requirements as set out in Rules 14.34 to 14.39 of the
Listing Rules.



As at the date of the Investment Agreement, BEIG held approximately 11.86% of the issued share capital of the Company
and 25% of the interest of Tuoketuo Power Company, a subsidiary of the Company; CDGC held approximately 34.96% of the
issued share capital of the Company and MDHN held 15% of the interest of Tuoketuo Power Company. Accordingly, each of
BEIG, CDGC and MDHN is a connected person of the Company under the Listing Rules and therefore the Investment Agreement
constitutes a connected transaction of the Company under 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.



Shareholders having material interests in the transaction and their respective Associates will abstain from voting.
BEIG and CDGC and their respective Associates will abstain from voting in accordance with the Listing Rules and that
the voting will be taken by way of a poll.



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.



The Company will appoint an independent financial advisor to advise the independent board committee of the Company 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 of the
Company, and a letter from the independent financial advisor, both advising in respect of the terms of the Investment
Agreement, will be despatched to the Shareholders as soon as practicable. The notice of the EGM will also 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:


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

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

'BEIG'                                       Beijing Energy Investment (Group) Company Limited (Chinese Words), a
                                             substantial Shareholder of the Company holding approximately 11.96% of the
                                             issued share capital of the Company

'Board'                                      board of Directors

'CDGC'                                       China Datang Corporation (Chinese Words), a state-owned enterprise
                                             established under the laws of the PRC and a substantial Shareholder of the
                                             Company holding approximately 34.96% of the issued share capital of the
                                             Company

'Company'                                    Datang International Power Generation Co., Ltd. (Chinese Words), 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

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

'H Share(s)'                                 the overseas listed foreign shares of the Company with a nominal value of
                                             RMB1.00 each and are listed on The Stock Exchange of Hong Kong Limited and
                                             The London Stock Exchange Limited

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

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

'Investment Agreement'                       the investment agreement in relation to jointly establish Tuoketuo No. 2
                                             Power Co. for the purposes of planning, constructing and operating the
                                             Tuoketuo Power Plant Project, dated on 9 January 2007 entered into between
                                             the Company, BEIG, CDGC and MDHN

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

'MDHN'                                       Inner Mongolia Mengdian Huaneng Thermal Power Corporation Limited, of
                                             which the shares are listed and traded on the Shanghai Stock Exchange

'PRC'                                        the People's Republic of China

'RMB'                                        Renminbi, the lawful currency of the PRC

'Shareholder(s)'                             shareholder(s) of the Company

'Tuoketuo No. 2 Power Co.'                   Inner Mongolia Datang International Tuoketuo No. 2 Power Generation
                                             Company Limited

'Tuoketuo Power Company'                     Inner Mongolia Datang International Tuoketuo Power Generation Company
                                             Limited, a subsidiary of the Company, of which its 60% shares are held by
                                             the Company

'Tuoketuo Power Plant Project'               the power plant project of Phases IV and V of Tuoketuo power plant with a
                                             capacity of 4 x 600MW

'%'                                          per cent.


                                                                                        By Order of the Board
                                                                                                Yang Hongming
                                                                                            Company Secretary



Beijing, the PRC, 10 January 2007



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 RMB1.0028.






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