MAJOR TRANSACTION

Datang Intl Power Generation Co Ld
26 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)

                             MAJOR TRANSACTION


Investment Agreement

The Board would like to announce that on 25 January 2006, the Company
entered into the Investment Agreement with Guangdong Nuclear Power for the
purposes of constructing and operating the Ningde Nuclear Power Project by
establishing Ningde Nuclear Power Company. Pursuant to the Investment
Agreement, the Company and Guangdong Nuclear Power Investment agreed to
contribute to the registered capital of Ningde Nuclear Power Company in the
proportion of 49% and 51%, respectively.

Major Transaction

According to the Listing Rules, as the consideration ratio (as defined in
Rule 14.07 of the Listing Rules) is more than 25%, the Investment Agreement
constitutes a major transaction of the Company. The Investment Agreement is
therefore subject to the notification, publication and shareholders'
approval requirements as set out in Rules 14.34 to 14.40 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

25 January 2006

Parties

(i)     the Company; and

(ii)    Guangdong Nuclear Power Investment.

Major Terms


Amount of total investment and registered capital of Ningde Nuclear Power
Company

Pursuant to the Investment Agreement, the Company and Guangdong Nuclear
Power Investment agreed to contribute to the registered capital of Ningde
Nuclear Power Company in the proportion of 49% and 51%, respectively, for
the purposes of constructing and operating the Ningde Nuclear Power
Project.

The total investment amount of the Ningde Nuclear Power Project is expected
to be approximately RMB23,442,000,000 (equivalent to approximately
HK$22,540,000,000), which is subject to the verification by the relevant
governmental authorities in the PRC, 20% of which is the registered capital
of Ningde Nuclear Power Company, i.e. approximately RMB4,688,000,000
(equivalent to approximately HK$4,508,000,000). Pursuant to the Investment
Agreement, the initial registered capital of Ningde Nuclear Power Company
is RMB200,000,000 (equivalent to approximately HK$192,308,000), 49% and 51%
of which will be contributed in cash by the Company and Guangdong Nuclear
Power Investment, respectively, after the signing of the Investment
Agreement. The Investment Agreement does not stipulate a time limit within
which both parties will contribute to the initial registered capital of
Ningde Nuclear Power Company. The Company's contribution to the registered
capital of Ningde Nuclear Power Company will be funded by internal
resources. As at the date of this announcement, no contribution to the
registered capital of Ningde Nuclear Power Company has been made by the
parties to the Investment Agreement.

The parties to the Investment Agreement agreed to procure the increase of
registered capital of Ningde Nuclear Power Company in stages in line with
the construction progress of Ningde Nuclear Power Project and such
increased portion of registered capital of Ningde Nuclear Power Company
will be contributed by the Company and Guangdong Nuclear Power Investment
in the same proportion as their respective contribution to the said initial
registered capital.

According to the Investment Agreement, all funds required for the
construction of the Ningde Nuclear Power Project will be funded by the
registered capital of Ningde Nuclear Power Company and third party
borrowings in the PRC and in which case, each of the Company and Guangdong
Nuclear Power Investment will severally guarantee such borrowings in
proportion to their respective capital contribution in Ningde Nuclear 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.

Effective date of the Investment Agreement

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 Shareholders pursuant to the Listing Rules, have all been obtained
as at the date of this announcement.

The establishment of Ningde Nuclear Power Company

Pursuant to the Investment Agreement and in accordance with the Company Law
of the PRC, the parties to the Investment Agreement will apply to the local
state administration of industry and commerce authority of the PRC for the
registration and business license of Ningde Nuclear Power Company within 90
days from the effective date of the Investment Agreement. If Ningde Nuclear
Power Company is not established within 180 days from the signing of the
Investment Agreement by the parties thereto, the Investment Agreement will
be automatically discharged unless the parties thereto has entered into
further agreement. Upon the establishment of Ningde Nuclear Power Company,
it will be owned as to 49% by the Company and 51% by Guangdong Nuclear
Power Investment and therefore will not be treated as a subsidiary of the
Company.

Other major terms

Pursuant to the Investment Agreement, if the relevant verification notice
for Ningde Nuclear Power Project from the relevant authorities in the PRC
have not been granted after three years from the establishment of Ningde
Nuclear Power Company, the obligations of the contributions to the
registered capital to Ningde Nuclear Power Company by parties thereto will
be suspended from the last date of the said three year period until the
date when such notice is granted.

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 GUANGDONG NUCLEAR POWER INVESTMENT

The principal business of Guangdong Nuclear Power Investment includes the
investment on nuclear power project, and import and export of goods and
technical services relating to nuclear power generation, with its current
main operations in Guangdong province, the PRC.

INFORMATION RELATING TO THE NINGDE NUCLEAR POWER COMPANY

Ningde Nuclear Power Company will be established for the purposes of
constructing and operating Ningde Nuclear Power Project. The Ningde Nuclear
Power Project, consisting of two 1000 MW level nuclear power generating
units, will be located in Qinyu Town, Fuding County, Ningde City, Fujian
Province, the PRC. The project proposal for the Ningde Nuclear Power
Project has been submitted to the National Development and Reform
Commission, the PRC. The commencement date of the construction of Ningde
Nuclear Power Project would be determined after the verification of such
project by the relevant authorities in the PRC. The commencement of the
operation of each of the nuclear power generating unit of Ningde Nuclear
Power Project is subject to the approval of the relevant environmental
authorities in the PRC. The two power generating units of Ningde Nuclear
Power Project are expected to commence operation in October 2012 and June
2013, respectively.

REASONS FOR AND BENEFITS OF ENTERING INTO THE INVESTMENT AGREEMENT

The mismatch of power demand and supply in Fujian Province has emerged as a
result of continuing growth in demand and the limited and inadequate coal
resources within such province. The investment and development of nuclear
power project in Fujian Province is in line with the State's power policies
of 'diligently furthering the development of nuclear power' and
diversifying the means of power generation. The Investment Agreement
represents an important move of the Company to implement the strategy of
diversification of the means of power generation which will in turn
alleviate the pressure in respect of environmental compliance and fuel
supply on the Company as a whole. The Board believes that the power
generating units constructed in Ningde Nuclear Power Project could take
advantage of the growing demand for electricity in Fujian Province, which
in turn would enhance the operating profits of the Company as a whole. In
view of the above, the Directors (including the independent non-executive
Directors) believe that the terms of the Investment Agreement are fair and
reasonable and in the interests of the Shareholders as a whole.

MAJOR TRANSACTION

According to the Listing Rules, as the consideration ratio (as defined in
Rule 14.07 of the Listing Rules) is more than 25%, the Investment Agreement
constitutes a major transaction of the Company. The Investment Agreement is
therefore subject to the notification, publication and shareholders'
approval requirements as set out in Rules 14.34 to 14.40 of the Listing
Rules. To the best of the Directors' knowledge, information and belief
having made all reasonable enquiry, each of Guangdong Nuclear Power
Investment and its ultimate beneficial owner is a third party who is not
connected person of the Company and is independent of the Company and
connected persons of the Company.

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:

'Board'          the board of Directors
'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       has the meaning ascribed to it in the Listing Rules
person'
'Director(s)'    the director(s) of the Company
'Domestic        ordinary shares issued by the Company, with a nominal
Shares'          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
'Guangdong       Guangdong Nuclear Power Investment Company Limited
Nuclear Power    (Chinese Characters), a limited liability company
Investment'      incorporated in the PRC, whose principal business includes
                 the investment on nuclear power project, and import and
                 export of goods and technical services relating to nuclear
                 power generation, with its current main operations in
                 Guangdong province, the PRC
'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 dollar(s), the lawful currency of Hong Kong
'Hong Kong'      the Hong Kong Special Administrative Region of the PRC
'Investment      the investment agreement dated 25 January 2006 entered
Agreement'       into between the Company and Guangdong Nuclear Power
                 Investment in respect of the establishment of Ningde
                 Nuclear Power Company
'Listing         Rules Governing the Listing of Securities on the Stock
Rules'           Exchange
'London Stock    The London Stock Exchange Limited
Exchange'
'MW'             Megawatts
'Ningde Nuclear  Ning De Nuclear Power Company, Limited (Chinese
Power Company'   Characters)
'Ningde Nuclear  Ningde Nuclear Power Project which is planned to consist
Power Project'   of two 1000MW level nuclear power generating units
'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           The Stock Exchange of Hong Kong Limited
Exchange'
'%'              per cent.

          By Order of the Board
     Yang Hongming
          Company Secretary

Beijing, the PRC, 25 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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