Disposal

Datang Intl Power Generation Co Ld
08 September 2004


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)

                                                 Connected Transaction


Development Right Transfer Agreement

Pursuant to the Development Right Transfer Agreement, the Company has agreed to transfer to Huayin Power the
Development Right and all rights and obligations relating to the Development Right for a consideration of
RMB103,020,694.69 (approximately HK$97,189,335), representing the total cost prepaid by the Company relating to the
Jinzhushan Power Plant Phase II as at the date of the Development Right Transfer Agreement.



Connected transaction of the Company

As at the date of the Development Right Transfer Agreement, CDGC owned 35.43% and 43.54% interest in the Company and
Huayin Power, respectively, therefore Huayin Power is a connected person of the Company. Accordingly, the Development
Right Transfer Agreement constitutes a connected transaction for the Company under the Listing Rules. As each of the
relevant percentage ratios (as defined in Rule 14.07 of the Listing Rules) is less than 2.5%, the Development Right
Transfer Agreement is only subject to the reporting and announcement requirements set out in Chapter 14A 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.



DEVELOPMENT RIGHT TRANSFER AGREEMENT

Background

On 23 May 2003, the Company and Huayin Power obtained 60% and 40% of the right to develop the Jinzhushan Power Plant
Phase II, respectively, pursuant to the approval issued by the State Development and Reform Commission dated the even
date. No consideration has been paid by the Company in relation to the grant of the Development Right. Further,
pursuant to the said approval, the Company did not incur any contractual commitment in return of such grant. Other than
the Development Right, no other interest has been granted to the Company and/or its connected person (as defined in the
Listing Rules) in relation to the Jinzhushan Power Plant Phase II and no joint venture agreement has been entered into
by the Company. The total approved planned investment cost to develop the Jinzhushan Power Plant Phase II is estimated
to be RMB4.8 billion. According to the Development Right Transfer Agreement dated 5 April 2004, the Company agreed to
transfer the Development Right to Huayin Power. Such transfer was not subject to any condition precedent and was
completed upon receipt of the full payment of the consideration of the transfer, in any event, no later than the
thirtieth day from the date of the Development Right Transfer Agreement. Such sum was fully settled by Huayin Power on
4 May 2004.



Date

5 April 2004



Parties

(1)    the Company as the transferor; and

(2)    Huayin Power as the transferee



Major terms of the Development Right Transfer Agreement

Subject:                      the Jinzhushan Power Plant Phase II

Consideration:                RMB103,020,694.69 (approximately HK$97,189,335) payable in cash within 30 days from the
                              date of the Development Right Transfer Agreement. The consideration is based on the
                              actual costs prepaid by the Company in relation to the Development Right including
                              principally, inter alia, the deposits prepaid by the Company relating to the supply of
                              equipment for Jinzhushan Power Plant Phase II as at the date of the Development Right
                              Transfer Agreement and any interest accrued therefrom.

Rights and obligations:       All rights attached to the development of the Jinzhushan Power Plant Phase II and all
                              liabilities arising from the costs incurred by the Company as at the date of the
                              Development Right Transfer Agreement and all payment obligations of the Company shall
                              be borne and transferred to Huayin Power upon the date of the Development Right
                              Transfer Agreement.



REASON FOR ENTERING INTO THE DEVELOPMENT RIGHT TRANSFER AGREEMENT

Due to the adjusted development strategy of the Company of which development emphasis will be put more on relatively
more cost efficient hydraulic and coal-fired power plants with a view to optimising shareholders' return, the board of
Directors decided to transfer the Development Right to Huayin Power. The Directors, including the independent
non-executive Directors, considered that the entering into the Development Right Transfer Agreement is in the best
interest of the Company. The Company believes that the transfer of the Development Right should have no material
adverse impact on the Company.

The Directors, including the independent non-executive Directors, consider that the terms of the Development Right
Transfer Agreement are fair and reasonable as far as the Company and the Company's shareholders as a whole are
concerned.



CONNECTED TRANSACTION

As at the date of the Development Right Transfer Agreement, CDGC owned 35.43% and 43.54% interest in the Company and
Huayin Power, respectively, therefore Huayin Power is a connected person of the Company. Accordingly, the Development
Right Transfer Agreement constitutes a connected transaction for the Company under the Listing Rules. As each of the
relevant percentage ratios (as defined in Rule 14.07 of the Listing Rules) is less than 2.5%, the Development Right
Transfer Agreement is only subject to the reporting and announcement requirements set out in Chapter 14A of the Listing
Rules. The 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. Pursuant to Rule 14A.47 of the Listing Rules, the Company is required
to notify the Stock Exchange as soon as possible after the terms of the relevant connected transaction have been
agreed. The Company is not in strict compliance with the said rule and the Stock Exchange reserves the right to take
any appropriate action against the Company and/or its Directors in this respect.



INFORMATION RELATING TO THE COMPANY AND ITS SUBSIDIARIES

The principal business of the Company includes the development and operation of power plants, the sale of electricity,
and the repair and maintenance of power equipment and power-related technical services.



DEFINITIONS

For the purposes of this announcement, capitalised terms appearing herein shall, unless the context otherwise admits,
have the meanings set out below:


'CDGC'                               China Datang Corporation (Chinese Characters), a state-owned enterprise
                                     established under the laws of the PRC and is a substantial shareholder of the
                                     Company holding approximately 35.43% of the issued share capital of the Company
'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 of which are listed on the Stock Exchange and the London
                                     Stock Exchange

'Development Right                   the development right transfer agreement dated 5 April 2004 entered into between
Transfer Agreement'                  the Company and Huayin Power in respect of the transfer of the Development Right
                                     and all rights and obligations relating to the Development Right

'Development Right'                  the entire 60% of the right to develop the Jinzhushan Power Plant Phase II

'Directors'                          directors of the Company

'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

'HK$'                                Hong Kong dollars, the lawful currency of Hong Kong

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

'Huayin Power'                       Hunan Huayin Electric Power Co., Ltd. (Chinese Characters), a company which is
                                     principally engaged in construction of power plants, power generation and sales
                                     of power

'Jinzhushan Power                    the proposed expansion project to construct 2x600 MW power plant at a power
Plant Phase II'                      plant site located at Jinzhushan, Hunan Province


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

'London Stock Exchange'              The London Stock Exchange Limited

'MW'                                 Megawatt. One million watts. The installed capacity of power plants is generally
                                     expressed in MW

'PRC'                                the People's Republic of China

'RMB'                                Renminbi, the lawful currency of the PRC

'Stock Exchange'                     The Stock Exchange of Hong Kong Limited


                                                                                 By Order of the Board
                                                                                     Yang Hongming
                                                                                   Company Secretary



Beijing, the PRC, 7 September 2004

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

Zhai Ruoyu, Zhang Yi, Hu Shengmu, Kou Bingen, 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



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