Proposed Amendments to the Articles of Association

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken,
you should consult a licensed securities dealer, bank manager, solicitor, professional 
accountant or other professional adviser.

If  you  have  sold  or  transferred  all  your  shares  in  DATANG  INTERNATIONAL  POWER 
GENERATION CO., LTD., you should at once hand this circular to the purchaser or transferee 
or to the bank, licensed securities dealer or other agent through whom the sale or transfer 
was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take 
no responsibility for the contents of this circular, make 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 
circular.

                       DATANG INTERNATIONAL POWER GENERATION CO., LTD.
       (a sino-foreign joint stock limited company incorporated in the People's    
                                Republic of China)
                               (Stock Code: 00991)       

                   PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION   


The Company will convene the EGM at the function room of 5/F, Intercontinental Hotel, 
No. 11 Financial Street, Xicheng District, Beijing, the PRC, on 25 March 2013 (Monday) 
at 9:00 a.m. 

The notice of EGM and the relevant notice of attendance and the proxy form have already 
been dispatched to the Shareholders on 5 February 2013.  Shareholders who wish to attend 
the EGM are required to return the notice of attendance in accordance with the 
instructions printed thereon as soon as possible and in any event not later than 4 March 
2013.







                                                                        25 February 2013




                                        DEFINITIONS

In this circular, 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 and are listed on 
                                      the Shanghai Stock Exchange

"Articles of Association"             the articles of association of the Company

"Board"                               the board of Directors of the Company
 
"Company"                             Datang International Power Generation Co., Ltd., 
                                      a sino- foreign joint stock limited company 
                                      incorporated in the PRC on 13 December 1994, whose 
                                      H Shares are listed on the Stock Exchange and the
                                      London Stock Exchange and whose A Shares are listed 
                                      on the Shanghai Stock Exchange

"Directors"                           the director(s) of the Company

"EGM"                                 the first extraordinary general meeting in 2013 
                                      of the Company to be held at the function room of 
                                      5/F, Intercontinental Hotel, No. 11 Financial  
                                      Street,  Xicheng  District,  Beijing,  the  PRC,  
                                      on  25 March 2013 (Monday) at 9:00 a.m to consider
                                      and approve, among others, the proposed amendments 
                                      to the Articles of Association

"Group"                               the Company and its subsidiaries

"H Share(s)"                          the overseas listed foreign shares of the Company 
                                      with a nominal value of RMB1.00 each, which are 
                                      listed on the Stock Exchange and the London Stock 
                                      Exchange

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

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

"London Stock Exchange"               The London Stock Exchange Limited

"PRC"                                 the People's Republic of China

"Proposed Amendments"                 the proposed amendments to the Articles of 
                                      Association as set out in Appendix to this circular

"RMB"                                 Renminbi, the lawful currency of the PRC

"Shanghai Listing Rules"              the Rules Governing the Listing of Securities 
                                      on the Shanghai Stock Exchange

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

"Shares"                              the ordinary shares of the Company with a nominal 
                                      value of RMB1.00 each, comprising domestic Shares 
                                      and H Shares

“Stock Exchange”	              The Stock Exchange of Hong Kong Limited

"%"                                   per cent

 

                               LETTER FROM THE BOARD


                       DATANG INTERNATIONAL POWER GENERATION CO., LTD.
       (a sino-foreign joint stock limited company incorporated in the People's    
                                Republic of China)
                               (Stock Code: 00991)       

Executive Directors:                                         Office address:
Mr. Cao Jingshan                                             No.9 Guangningbo Street
Mr. Zhou Gang                                                Xicheng District
                                                             Beijing, 100033
Non-executive Directors:                                     the PRC
Mr. Liu Shunda (Chairman)
Mr. Hu Shengmu                                               Principal place of business
Mr. Fang Qinghai                                               in Hong Kong:
Mr. Liu Haixia                                               c/o Eversheds
Ms. Guan Tiangang                                            21/F, Gloucester Tower
Mr. Mi Dabin                                                 The Landmark  
Mr. Ye Yonghui                                               15 Queen's Road Central
Mr. Li Gengsheng                                             Hong Kong 

Independent non-executive Directors:
Mr. Li Yanmeng
Mr. Zhao Zunlian
Mr. Li Hengyuan
Ms. Zhao Jie
Mr. Jiang Guohua


                                                             25 February 2013 

To the Shareholders


Dear Sir or Madam,


                    PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

BACKGROUND

Proposed Amendments to the Articles of Association

     Reference is made to the announcement of the Company dated 28 January 2013 in 
relation to the proposed amendments to the Articles of Association.

     In view of (i) the increase in the total registered share capital of the Company 
resulting from the increase in the total issued share capital of the Company to 
13,310,037,578 shares as a result of the completion of the non-public issuance of 
1,000,000,000 A Shares of the Company in May 2011; (ii) the refinement and clarification 
of the scope of authorities of the general meeting and the Board for approval of 
external guarantees; and (iii) the requirements in respect of the dividends 
distribution policies of listed companies under the "Notice on Further Implementing 
Issues concerning Cash Dividends of Listed Companies" (Zheng Jian Fa (2012) No. 37) 
released by China Securities Regulatory Commission and the "Notice on Further 
Perfecting Issues concerning Cash Dividends of Listed Companies" (Jing Zheng Gong 
Si Fa [2012] No. 01) released by Beijing Securities Regulatory Bureau; and on the 
basis of the actual situations of the Company; the Board proposes to amend the 
relevant provisions in relation to the registered capital and distribution of 
dividends arrangements under the Articles of Association.

     For details of Proposed Amendments, please refer to the Appendix to this circular.


EGM

     The Company will convene the EGM to, among other things, consider and approve 
the Proposed Amendments. The notice convening the EGM was dispatched to the shareholders 
on 5 February 2013. 

RECOMMENDATION

     The Directors consider that the Proposed Amendments are in the interest of the 
Shareholders and the Company as a whole and they recommend the Shareholders to vote 
in favour of the resolutions at the EGM.


                                                            Yours faithfully,
                                                        By Order of the Board of
                                           Datang International Power Generation Co., Ltd.
                                                                Zhou Gang
                                                          Secretary to the Board



APPENDIX                                                          PROPOSED AMENDMENTS TO 
                                                             THE ARTICLES OF ASSOCIATION

The Proposed Amendments to the Articles of Association are set out as follows:

The original Article 18 provides:

"Article 18: 

After obtaining the approval of the department authorised by the State Council for 
examination and approval of companies, the Company may issue a total of 5,162,849,000 
ordinary shares.  At the time of the establishment of the Company, 3,732,180,000 
domestic shares were issued to the promoters, amounting to 72.29 per cent of the total 
number of issuable ordinary shares of the Company.  After the establishment of the 
Company, it issues to foreign investors a number of 1,430,669,000 overseas listed 
foreign shares, which are listed at the Hong Kong Stock Exchange and London Stock Exchange, 
amounting to 27.71 per cent of the total number of issuable ordinary shares of the Company.

The Group Company, one of the promoters of the Company, has transferred its 
1,775,331,800 shares in the Company to Beijing Investment Company (575,732,400 
shares), Hebei Investment Company (639,772,400 shares) and Tianjin Jinneng 
(559,827,000 shares), respectively. Upon completion of the transfer, the 
shareholding structure of the Company is as follows: the numbers of shares owned 
by the Group Company, Beijing Investment Company, Hebei Investment Company and 
Tianjin Jinneng are 1,828,768,200 shares, 671,792,400 shares, 671,792,400 shares 
and 559,827,000 shares, respectively, accounting for 35.43%, 13.01%, 13.01% and 
10.84% of the total number of issued shares of the Company, respectively. The 
shareholders of overseas listed foreign shares shall hold 1,430,669,000 shares, 
accounting for 27.71% of the total number of issued shares of the Company.

According to the provisions of "Approval Reply of the State Council on Issues in 
Relation to the Establishment of China Datang Corporation" (Guo Han [2003] No. 16) 
of the State Council, all the shares in the Company held by the Group Company 
has been allocated to CDC. CDC thus holds 1,828,768,200 shares in the Company 
in place of the Group Company, accounting for 35.43% of the total number of 
issued shares of the Company.

With approval from the State-owned Assets Supervision and Administration Commission 
of Beijing Municipal People's Government, 13.01% of the Company's shares held 
by Beijing Investment Company has been transferred to and held by BEIG which 
is established upon the restructuring of Beijing Investment Company.

After being passed by special resolution at the Company's general meeting and 
approved by the approval authority under the State Council, the Company issued 
500,000,000 domestic shares in 2006 (including the shares placed to CDC and 
Tianjin Jinneng) and is listed on the Shanghai Stock Exchange. Upon this 
offering, the shareholding structure of the Company is as follows: the total 
number of issued shares (all ordinary shares) is 5,662,849,000 shares, among 
which, CDC holds 1,979,620,580 shares, accounting for 34.96% of the total 
number of issued shares of the Company; BEIG holds 671,792,400 shares, accounting 
for 11.86% of the total number of issued shares of the Company; Hebei Investment 
Company holds 671,792,400 shares, accounting for 11.86% of the total number of 
issued shares of the Company; Tianjin Jinneng holds 606,006,300 shares, accounting
for 10.70% of the total number of issued shares of the Company; other shareholders 
of domestic shares hold 302,968,320 shares, accounting for 5.35% of the total 
number of issued shares of the Company; shareholders of overseas listed foreign 
shares hold 1,430,669,000 shares, accounting for 25.26% of the total number of 
issued shares of the Company.

After being passed by the special resolution at the Company's general meeting, on 
the basis of the total number of 5,844,880,580 issued shares of the Company as at 
18 July 2007 (including 182,031,580 overseas listed foreign shares of the Company 
converted from the convertible bonds of the Company), the Company has implemented 
the plan of converting capital reserves into share capital at additional ten shares 
for every ten shares, resulting in a total increase of 5,844,880,580 shares. Upon 
completion of the above-mentioned share capital conversion and increase plan, the 
shareholding structure of the Company is as follows: the total number of issued 
shares is 11,689,761,160 shares (all ordinary shares), among which, the number of 
domestic shares is 8,464,360,000 shares, accounting for 72.40% of the total number 
of issued shares of the Company; the number of overseas listed foreign shares is 
3,225,401,160 shares, accounting for 27.60% of the total number of issued shares of 
the Company.

After being passed by the special resolution at the Company's general meeting and 
approved by the approval authority under the State Council, the bonds of a total 
principal amount of USD153,800,000 issued by the Company in 2003 which is convertible 
into overseas listed foreign shares of the Company have been entirely converted 
into overseas listed foreign shares of the Company on the bond maturity date in 
2008, thereby increasing the overseas listed foreign shares by 272,307,998 shares in 
total. Upon completion of the above-mentioned conversion from bonds to shares, the 
shareholding structure is as follows: a total number of issued shares is 
11,780,037,578 shares (all ordinary shares), among which, the number of domestic 
shares is 8,464,360,000 shares, accounting for 71.85% of the total number of issued 
shares of the Company; the number of overseas listed foreign shares is 3,315,677,578 
shares, accounting for 28.15% of the total number of issued shares of the Company.

After being passed by the special resolution at the Company's general meeting and 
approved by the approval authority under the State Council, the Company completed 
a non-public offering of domestic shares of 530,000,000 shares in 2010.

The current shareholding structure of the Company is: the total number of issued 
shares is 12,310,037,578 shares (all ordinary shares), among which, the number of 
domestic shares is 8,994,360,000 shares, accounting for 73.07% of the total number 
of issued shares of the Company; the number of overseas listed foreign shares is 
3,315,677,578 shares, accounting for 26.93% of the total number of issued shares 
of the Company.

In accordance with the authorisation of the shareholders' general meeting, the 
board of directors shall, within the scope of authorization, amend the aforesaid 
number of shares accordingly upon the decision as to the number of domestic shares 
and overseas listed foreign shares to be separately or simultaneously placed or 
issued by the Company and after the approval by the department authorised by the 
State Council for the examination and approval of companies."

is proposed to be amended as:

"Article 18: 

After being approved by the company approval authorities authorised by the State 
Council, the Company may issue a total number of 5,162,849,000 ordinary shares.  
At the time of the establishment of the Company, 3,732,180,000 Domestic-Invested 
Shares were issued to the promoters, accounting for 72.29% of the total number 
of issuable ordinary shares of the Company.  After the establishment of the 
Company, it issued to foreign investors a number of 1,430,669,000 Overseas-Listed 
Foreign-Invested Shares which were listed on the Hong Kong Stock Exchange and 
London Stock Exchange, accounting for 27.71% of the total number of issuable 
ordinary shares of the Company.

The Group Company, one of the promoters of the Company, transferred 1,775,331,800 
of its shares in the Company to Beijing Investment Company (575,732,400 shares), 
Hebei Investment Company (639,772,400 shares) and Tianjin Jinneng Investment 
Company ("Tianjin Jinneng") (559,827,000 shares), respectively. Upon completion 
of the transfer, the shareholding structure of the Company was as follows: the 
number of shares owned by the Group Company, Beijing Investment Company, Hebei 
Investment Company and Tianjin Jinneng was 1,828,768,200 shares, 671,792,400 
shares, 671,792,400 shares and 559,827,000 shares, respectively, accounting 
for 35.43%, 13.01%, 13.01% and 10.84% of the total number of issued shares of 
the Company, respectively. The shareholders of the Overseas-Listed Foreign-Invested 
Shares held 1,430,669,000 shares, accounting for 27.71% of the total number of 
issued shares of the Company.

According to the "Approval Reply of the State Council on Issues in Relation to 
the Establishment of China Datang Group Corporation" (Guo Han [2003] No. 16) of 
the State Council, all the shares in the Company held by the Group Company has 
been allocated to China Datang Group Corporation ("CDC").  CDC thus held 
1,828,768,200 shares in the Company in place of the Group Company, accounting 
for 35.43% of the total number of issued shares of the Company.

As approved by the State-owned Assets Supervision and Administration Commission 
of Beijing Municipal People's Government, 13.01% of the Company's shares held 
by Beijing Investment Company was transferred to and held by Beijing Energy 
Investment (Group) Company Limited ("BEIG") which was established upon the 
restructuring of Beijing Investment Company.

After being approved by special resolutions of the shareholders' general meeting 
of the Company and approved by the approval authority authorised by the 
State Council, the Company issued 500,000,000 Domestic-Invested Shares in 
2006 (including the shares placed to CDC and Tianjin Jinneng) and were listed 
on the Shanghai Stock Exchange.  Upon this offering, the shareholding structure 
of the Company was as follows: the total number of issued shares (all ordinary 
shares) was 5,662,849,000 shares, among which, CDC held 1,979,620,580 shares, 
accounting for 34.96% of the total number of issued shares of the Company; BEIG 
held 671,792,400 shares, accounting for 11.86% of the total number of issued 
shares of the Company; Hebei Investment Company held 671,792,400 shares, 
accounting for 11.86% of the total number of issued shares of the Company; 
Tianjin Jinneng held 606,006,300 shares, accounting for 10.70% of the total 
number of issued shares of the Company; other shareholders of the 
Domestic-Invested Shares held 302,968,320 shares, accounting for 5.35% of 
the total number of issued shares of the Company; shareholders of the 
Overseas-Listed Foreign-Invested Shares held 1,430,669,000 shares, accounting 
for 25.26% of the total number of issued shares of the Company.

After being approved by special resolutions of the shareholders' general meeting 
of the Company, on the basis that the total number of issued shares of the 
Company as at 18 July 2007 was 5,844,880,580 shares (including 182,031,580 
Overseas-Listed Foreign-Invested Shares of the Company converted from the 
convertible bonds of the Company), the Company implemented the plan of 
converting its capital reserve funds into share capital at an additional 
ten shares for every ten shares, resulting in a total increase of 
5,844,880,580 shares.  Upon completion of the above-mentioned share capital 
conversion and increase plan, the shareholding structure of the Company was 
as follows: the total number of issued shares was 11,689,761,160 shares 
(all ordinary shares), among which, the number of the Domestic-Invested 
Shares was 8,464,360,000 shares, accounting for 72.40% of the total number 
of issued shares of the Company; the number of the Overseas-Listed 
Foreign-Invested Shares was 3,225,401,160 shares, accounting for 27.60% 
of the total number of issued shares of the Company.

After being approved by special resolutions of the shareholders' general meeting 
of the Company and approved by the approval authority authorised by the State 
Council, the bonds in a total principal amount of USD153,800,000 issued by 
the Company in 2003 which were convertible into the Overseas-Listed 
Foreign-Invested Shares of the Company were entirely converted into the 
Overseas-Listed Foreign-Invested Shares of the Company at the maturity date 
in 2008, thereby increasing the Overseas-Listed Foreign-Invested Shares by 
272,307,998 shares in total. Upon completion of the above-mentioned conversion 
from bonds to shares, the shareholding structure was as follows: the total number 
of issued shares was 11,780,037,578 shares (all ordinary shares), among which, 
the number of the Domestic-Invested Shares was 8,464,360,000 shares, accounting 
for approximately 71.85% of the total number of issued shares of the Company; 
the number of the Overseas-Listed Foreign-Invested Shares was 3,315,677,578 
shares, accounting for approximately 28.15% of the total number of issued 
shares of the Company.

After being approved by special resolutions of the shareholders' general 
meeting of the Company and approved by the approval authority authorised by 
the State Council, the Company completed a non-public issuance of 530,000,000 
Domestic-Invested Shares in 2010.

After being approved by special resolutions of the shareholders' general meeting 
of the Company and approved by the approval authority authorised by the State 
Council, the Company completed a non-public issuance of 1,000,000,000 
Domestic-Invested Shares in 2011.

The current shareholding structure of the Company is as follows: the total 
number of issued shares is 13,310,037,578 shares (all ordinary shares), 
among which, the number of the Domestic-Invested Shares is 9,994,360,000 
shares, accounting for approximately 75.09% of the total number of issued shares 
of the Company; the number of the Overseas-Listed Foreign-Invested Shares 
is 3,315,677,578 shares, accounting for 24.91% of the total number of 
issued shares of the Company.

In accordance with the authorisation of the shareholders' general meeting, 
the board of directors shall, within the scope of authorization, amend the 
aforesaid number of shares accordingly upon the decision as to the number of 
the Domestic-Invested Shares and the Overseas-Listed Foreign-Invested Shares 
to be separately or simultaneously placed or issued by the Company and after 
being approved by the company approval authority authorised by the State Council."

The original Article 21 provides:

"Article 21: 

The Company's registered capital was RMB12,310,037,578."

is proposed to be amended as:

"Article 21: 

The Company's registered capital is Rmb13,310,037,578."

The original Article 61 provides:

"Article 61: 

The external guarantees provided by the Company below shall be considered and 
approved by the shareholders' general meeting:

1.  any guarantee that is provided after the total amount of external 
    guarantee provided by the Company and its controlling subsidiaries 
    has reached or exceeded 50% of the latest audited net assets value; 

2.  any guarantee that is provided after the total amount of external 
    guarantee provided by the Company has reached or exceeded 30% of 
    the latest audited total assets value;

3.  the guarantee to be provided in favour of any entity which is 
    subject to a gearing ratio of over 70%;

4.  the guarantee to be provided to shareholders, the actual controllers 
    and their connected parties."

is proposed to be amended as:


"Article 61: 

The following external guarantees to be provided by the Company shall be 
considered and approved by the shareholders' general meeting: 

1.  any single guarantee with an amount exceeding 10% of the latest audited 
    net assets value of the Company; 

2.  any guarantee, according to the principle that the amount of guarantee 
    shall be accumulated in the consecutive 12 months, with an amount exceeding 
    50% of the latest audited net assets value of the Company and the absolute 
    amount of which has exceeded Rmb50,000,000; 

3.  any guarantee to be provided after the total amount of external guarantee 
    provided by the Company and its controlling subsidiaries has reached or 
    exceeded 50% of the latest audited net assets value; 

4.  any guarantee to be provided after the total amount of external guarantee 
    provided by the Company has reached or exceeded 30% of the latest audited 
    total assets value;

5.  any guarantee to be provided in favour of any entity which is subject to 
    a gearing ratio of over 70%;

6.  any guarantee to be provided to shareholders, the actual controllers or
    their connected parties."

The original Article 119 provides:

"Article 119: 

The following matters shall be approved by special resolutions of the shareholders' 
general meeting:

The following matters shall be approved by special resolutions of the shareholders' 
general meeting:

1.  the increase or reduction of the Company's share capital and the issue of any  
    class of shares, warrants or other similar securities;

2.  the issue of debentures by the Company;

3.  the merger, division, dissolution or liquidation of the Company; 

4.  any amendment to these Articles; 

5.  any acquisition or disposal of assets after the amount of the buying or 
    selling of material assets for the last 12 months has reached or exceeded 
    30% of the latest audited total assets; 

6.  any external guarantee provided after the aggregate external guarantee 
    has reached or exceeded 30% of the latest audited total assets; 

7.  share incentive plan;

8.  all other matters stipulated by laws, administrative regulations or 
    these Articles, and other matters decided in ordinary resolutions adopted
    by the shareholders' general meeting as having significant impact on the
    Company and requiring adoption by special resolutions. 

Unless it is otherwise provided in this Article or these Articles of Association, 
matters considered by the shareholders' general meeting shall be approved by 
ordinary resolutions." 

is proposed to be amended as:

"Article 119: 

The following matters shall be approved by special resolutions of the shareholders' 
general meeting: 

1.  the increase or reduction of the Company's share capital and the issuance of 
    any class of shares, warrants or other similar securities; 

2.  the issuance of bonds by the Company; 

3.  the merger, division, dissolution or liquidation of the Company; 

4.  any amendment to these Articles;
 
5.  any acquisition or disposal of assets after the amount of the buying or 
    selling of material assets by the Company for the last 12 months has reached
    or exceeded 30% of the latest audited total assets;
 
6.  any external guarantee to be provided after the total amount of external 
    guarantee provided by the Company has reached or exceeded 30% of the latest 
    audited total assets;

7.  share incentive plan; 

8.  adjustment to the profit distribution policy of the Company;

9.  all other matters stipulated by laws, administrative regulations or these 
    Articles, and other matters decided in ordinary resolutions adopted by the 
    shareholders' general meeting as having significant impact on the Company 
    and requiring adoption by special resolutions. 

Unless it is otherwise provided in this Article or these Articles of Association, 
matters considered by the shareholders' general meeting shall be approved by 
ordinary resolutions."

The original Article 139 provides:

"Article 139: 

The board of directors shall be accountable to the shareholders' general meetings, 
and exercise the following functions and powers:

1.  to convene shareholders' general meetings and report its work to the 
    shareholders' general meeting;

2.  to implement resolutions of the shareholders' general meeting;

3.  to decide on the Company's business plans and investment plans;

4.  to formulate the Company's plans for annual financial budgets and final accounts; 

5.  to formulate the Company's plans for profit distribution and making up losses;

6.  to formulate proposals for the increase or reduction of the Company's 
    registered capital and the issue of the Company's debentures or other
    securities and the listing project; 

7.  to prepare plans for major acquisition, repurchase of the Company's 
    shares or the merger, division, dissolution or change of the nature of 
    incorporation of the Company;

8.  to consider and approve relevant transactions in accordance with the 
    rules of relevant securities exchange(s) on which the Company's shares are listed;

9.  to decide on the Company's internal management structure;

10.  to appoint or remove the Company's manager and Secretary of the board
     of directors, and pursuant to the manager's nominations to appoint or
     remove the deputy manager, financial officer or other senior management
     of the Company and to decide on their remuneration, punishment and bonus; 

11.  to formulate the Company's basic management system;

12.  to prepare plans for amending these Articles;

13.  to manage the Company's information disclosure matters;

14.  to propose to the shareholders' general meetings as to the appointment 
     or change of the Company's audit firm;

15.  to consider the work reports of the manager and to examine his work;

16.  to decide on the salary structure and the welfare and bonus plan of the Company;

17.  to decide on the establishment of special committees and the appointment 
     and removal of relevant members of such committees;

18.  to decide on other important affairs and administrative matters which are not
     required by these Articles to be decided by the shareholders' general meeting;

19.  to exercise other functions and powers granted by the shareholders' general 
     meeting and these Articles.

The special committees specified in item 17 above shall be composed of one or 
more director(s).  The special committees shall assist the board of directors in 
exercising its functions and powers under the authority granted by the board of 
directors. 

Resolutions relating to the above, with the exception to items 6, 7 and 12 above 
which require to be approved through voting by no less than two-thirds of all 
directors, shall be approved through voting by no less than one half of all 
directors."

is proposed to be amended as:

"Article 139: 

The board of directors shall be accountable to the shareholders' general meeting, and 
exercise the following functions and powers:

1.  to convene shareholders' general meetings and report its work to the 
    shareholders' general meeting;

2.  to implement resolutions of the shareholders' general meeting;

3.  to decide on the Company's business plans and investment plans;

4.  to formulate the Company's plans for annual financial budgets and final 
    accounts;

5.  to formulate the Company's plans for profit distribution and making up 
    losses;

6.  to formulate proposals for the increase or reduction of the Company's 
    registered capital, the issuance of the Company's bonds or other securities, 
    and the listing project;
 
7.  to prepare plans for major acquisition, repurchase of the Company's shares, 
    merger, division or dissolution of the Company, or the change of the Company's 
    nature of incorporation;

8.  without prejudice to the requirements under Article 61 of these Articles,
    considering and approving the external guarantees to be provided the Company;

9.  to consider and approve the relevant transactions in accordance with rules of
    the relevant securities exchange(s) on which the Company's shares are listed;

10.  to decide on the Company's internal management structure;

11.  to appoint or remove the Company's manager and Secretary of the board 
     of directors, and pursuant to the manager's nominations to appoint or 
     remove the deputy manager, financial officer or other senior management
     of the Company and to decide on their remuneration, punishment and bonus;

12.  to formulate the Company's basic management system;

13.  to prepare plans for amending these Articles;

14.  to handle matters in relation to the disclosure of the Company's information;

15.  to propose to the shareholders' general meeting as to the appointment or
     change of the Company's audit firm;

16.  to consider the work reports of the manager and to examine his work;

17.  to decide on the salary structure and the welfare and bonus plan of the 
     Company;

18.  to decide on the establishment of special committees and the appointment 
     and removal of the relevant members of such committees;

19.  to decide on other important affairs and administrative matters which are not 
     required by these Articles to be decided by the shareholders' general meeting;

20.  To exercise other functions and powers granted by the shareholders' general 
     meeting and these Articles.

The special committees specified in item 18 above shall be composed of one or more 
director(s).  The special committees shall assist the board of directors in 
exercising its functions and powers under the authority granted by the board of 
directors. 

Resolutions relating to the above, save for items 6, 7, 8 and 13 above which 
require to be approved through voting by no less than two-thirds of all directors, 
shall be approved through voting by no less than one half of all directors."

The original 208 provides:

"Article 208: 

The dividends distribution policy of the Company shall include the following:

1. The Company may distribute dividends by way of cash or shares (or by both ways).

   (1) dividends and other distributions in respect of the ordinary shares
       shall be declared and denominated in Renminbi.

   (2) dividends and other cash distributions in respect of the Domestic-Invested 
       Shares shall be paid in Reminbi.

   (3) dividends and other cash distributions in respect of the Overseas-Listed
       Foreign-Invested Shares listed in Hong Kong and London shall be paid in Hong
       Kong dollars in accordance with relevant PRC foreign exchange regulations. 
       The exchange rate shall be calculated on the basis of the average closing 
       exchange price of Hong Kong Dollar against Renminbi issued by the People's 
       Bank of China in each business day of the week immediately preceding the 
       date when such dividends are declared.

2. The board of directors may distribute interim dividends or bonus unless the 
   shareholders' general meeting decides otherwise.

3. Where the Company distributes dividends to its shareholders, it shall withhold
   taxes levied upon such dividends in accordance PRC tax laws.

4. Where the Company distributes dividends by way of shares, it shall obtain
   approvals from approval authorities of the State."

is proposed to be amended as:

"Article 208: 

The dividends distribution policy of the Company shall include the following:

1. The Company's dividends distribution policy shall maintain continuity and stability.
   On the basis that such dividends distribution policy shall pay great attention to 
   the reasonable investment return of the shareholders and also take into account
   the long term interests of the Company, the overall interests of all shareholders, 
   the Company's reasonable demand of funds and the sustainable development of the 
   Company, the Company shall implement an active method to distribute its dividends
   (i.e. distribution by way of cash shall be the priority way for profit 
   distribution).  The Company may distribute dividends by way of cash or shares 
   (or by both ways).

   (1) dividends and other distributions in respect of the ordinary shares shall
       be declared and denominated in Renminbi.
   
   (2) dividends and other cash distributions in respect of the Domestic-Invested
       Shares shall be paid in Renminbi.

   (3) dividends and other cash distributions in respect of the Overseas-Listed
       Foreign-Invested Shares listed in Hong Kong and London shall be paid in 
       Hong Kong dollars in accordance with relevant PRC foreign exchange
       regulations.  The exchange rate shall be calculated on the basis of the
       average closing exchange price of Hong Kong dollars against Renminbi issued
       by the People's Bank of China in each business day of the week immediately 
       preceding the date when such dividends are declared.

2. The board of directors may distribute interim dividends or bonus unless the 
   shareholders' general meeting decides otherwise.

3. Where the Company distributes dividends to its shareholders, it shall withhold 
   taxes levied upon such dividends in accordance PRC tax laws. 

4. Where the Company distributes dividends by way of shares, it shall obtain 
   approvals from approval authorities of the State." 


The following article shall be added to Article 208 as Article 209 of the amended 
articles:  

"Article 209: 

In the event that the Company has generated profits; the accumulative undistributed 
profit is a positive figure; and the cash flow of the Company is sufficient for the 
normal operation and sustainable development of the Company, the Company shall 
distribute its dividends by way of cash.  The amount of profit to be distributed 
by way of cash in a year in principle shall be 50% of the net profit of the 
parent company realised in such year in accordance with PRC accounting standards.  

In the event that the Company is well operated and the board of directors of the 
Company considers that the price of Company's shares does not match the size of the 
share capital of the Company and that distributing dividends by way of shares is 
to the interests of all shareholders of the Company as a whole, the Company may 
propose a plan for the distribution of dividends by way of shares, provided that 
the requirements for the distribution of cash dividends have been fulfilled. 

The profit distribution plan of the Company shall be drafted by the management and 
submitted to the board of directors and board of supervisors of the Company for 
consideration and approval.  The board of directors shall fully discuss the 
rationality of the profit distribution plan, produce specific resolutions in this 
regard, and submit to the shareholders' general meeting for consideration and approval. 

In special circumstances where the Company will not distribute its cash dividends, 
the board of directors shall prepare particular explanations in respect of the 
reason explaining why the Company will not distribute cash dividends, the specific 
purposes for the reserved profits and the estimated income generated from investment 
and other matters.  After being opined on by the independent directors, such 
explanations shall be submitted to the shareholders' general meeting for 
consideration and approval, and shall be disclosed to the media designated by 
the Company.  

In the event that the Company has profit but has not proposed any distribution 
plan, or the Company proposes to adjust its profit distribution policy, the board 
of directors shall have specific discussions in this regard and shall fully 
discuss the reasons for such adjustment and produce a written discussion report.  
The discussion report, after being considered and approved by the independent 
directors, shall be submitted to the shareholders' general meeting for approval 
by way of special resolutions. 

In the event that resolutions in respect of the profit distribution plan have been 
adopted at a shareholders' general meeting, the board of directors shall complete 
the distribution of dividends by way of cash (or shares) within 2 months after 
such shareholders' general meeting.  

The company shall establish communications with the minority shareholders by multiple 
channels, so that such minority shareholders will have opportunities to provide their 
opinion in respect of the profit distribution policy and the adjustment to the profit 
distribution policy to the Company." 

The provisions after Article 209 of the amended Articles shall be renumbered in order 
accordingly.