Acquisition

Beijing Datang Power Generation Com
17 February 2004


                  Beijing Datang Power Generation Co. Limited

 (Incorporated as a Sino-foreign joint stock limited company in the People's
                   Republic of China with limited liability)



CONNECTED TRANSACTION



The Board wishes to announce that the Purchaser entered into an asset transfer
contract with the Vendor on 6 January 2004 under which the Purchaser agreed to
acquire the Assets of TPGP from the Vendor for a consideration of RMB155 million
(equivalent to approximately HK$146.23 million) and to assume the Liability of
TPGP in the amount of RMB65.57 million (equivalent to approximately HK$61.86
million).



As the Vendor is a controlling shareholder of the Company holding approximately
35.43% of the total registered share capital of the Company, the Vendor is a
connected person of the Company as defined under the Listing Rules. Hence, the
Acquisition constitutes a connected transaction of the Company under Chapter 14
of the Listing Rules. However, as the Consideration of the Acquisition (being
the transfer price of RMB155 million and the Liability of TPGP in the amount of
RMB65.57 million) accounts for less than 3% of the net tangible assets of the
Company as disclosed in the Company's latest published audited and
consolidated accounts for the year ended 31 December 2002 and the Company's
interim results for the six months ended 30 June 2003, no independent
shareholders approval is required. Further details of the Acquisition, including
(i) the date of the transaction, the parties thereto and a brief description of
their connected relationship; (ii) a brief description of the transaction and
the purpose of the transaction; (iii) the total consideration and the terms
(including, where relevant, interest rates, length of repayment period and
security, if any); and (iv) the nature and extent of the interest of the
connected person in the transaction, will be included in the Company's next
published annual report and accounts in accordance with Rules 14.25(1) of the
Listing Rules.



The Contract



The Purchaser entered into the Contract with the Vendor on 6 January 2004 under
which the Purchaser agreed to acquire from the Vendor the Assets of TPGP for a
consideration of RMB155 million (equivalent to approximately HK$146.23 million )
and to assume the Liability of TPGP in the amount of RMB65.57 million
(equivalent to approximately HK$61.86 million). Both the Purchaser and the
Vendor agreed under the Contract that all of the income, costs, taxes payable
and operational risks in connection with TPGP that may arise on or after 1 April
2004 shall be borne by the Purchaser while the income, costs, taxes payable and
operational risks in connection with TPGP that may arise before 1 April 2004
shall be borne by the Vendor.



Date



6 January 2004



Parties


(1)  Vendor:         China Datang Group Corporation, a company which is primarily engaged in the investment in,         
                     development, construction, operation and management of power companies and other business.


(2)  Purchaser:      Hebei Datang Tangshan Thermal Power Co., Ltd., a company which is primarily engaged in the         
                     production and supply of heat and power.



TPGP



TPGP was a 100% subsidiary of North China Power Group Company and became a 100%
subsidiary of the Vendor as a result of the restructuring of the power
generation industry in the PRC. As a result, the Vendor became responsible for
the TPGP's operations after the transfer of TPGP to the Vendor. The Purchaser
will be responsible for the operations of TPGP. The Company will not take up
managerial role in TPGP.



TPGP is a power generation plant and the Assets (not including the Heat
Generators) of TPGP mainly comprise of water supply and treatment facilities,
coal transportation lines and railway, ash treatment facilities, office
appliance, public utilities for the premises, facilities for the employees and
other power generation facilities, the land use rights of the land accommodating
the aforementioned items and the related constructions on the land. All relevant
obligations such as land premiums under the land use rights have been fully
settled.



Pursuant to the Contract, the value of the Assets is determined with reference
to the Assets Valuation Reports prepared by the Valuers. The Valuers are
independent third parties independent of the Company and connected parties of
the Company.



Consideration



The Purchaser shall pay to the Vendor the transfer price of RMB155 million
(equivalent to approximately HK$146.23 million ), subject to adjustment in the
event that the number of or the quality of the Assets transferred differs from
the Assets previously agreed, and assumes the Liability of TPGP in the amount of
RMB65.57 million (equivalent to approximately HK$61.86 million) (collectively,
the 'Consideration').



Terms of Payment



The Purchaser shall pay to the Vendor the transfer price, being part of the
Consideration, in full by crediting an amount of RMB 155 million (equivalent to
approximately HK$146.23 million ), to a Vendor's designated bank account with
a licensed bank in the PRC or any other payment method as agreed between the
Vendor and the Purchaser within one month following the Date of Delivery. The
purchase price of RMB155 million shall be paid in cash and in full by the
Purchaser with bank borrowings.



Conditions Precedent



Purchaser's obligation of payment of the Consideration and assuming the
liabilities of TPGP shall be subject to the satisfaction of the following
conditions precedent:


(1)       The relevant PRC state-owned assets administration authorities approving the Assets Valuation Reports, the
          Contract and any transactions contemplated under the Contract; and


(2)       The relevant PRC land administration authorities approving the transfer of the land use rights of the Assets  
          of TPGP (which forms part of the Assets) pursuant to the Contract.



Completion



The completion of the Acquisition is scheduled to take place on the date upon
which the conditions precedent set out in the Contract are satisfied. If the
Vendor fails to cause the satisfaction of the conditions precedent, the
Acquisition will not take place.



Reasons for the Acquisition



The Company is principally engaged in the development and operation of power
plants, the sale of electricity, and the repair and maintenance of power
equipment and power-related technical services.



With a view to improving the supply of heating facilities in the Tangshan City,
PRC, the Purchaser has, upon obtaining the relevant approval from the SETC in
2002, constructed the Heat Generators on the premises of TPGP. Operation of the
Heat Generators will have to rely on the Assets, including certain existing
ancillary facilities provided by TPGP such as water supply and treatment
facilities, coal transportation lines and railway, ash treatment facilities,
office appliance, public utilities for the premises, facilities for the
employees and other power generation facilities, the land use rights of the land
accommodating the aforementioned items and the related constructions on the
land, and certain public utilities that are located in the premises of TPGP. The
operations of the Heat Generators are expected to commence in the first quarter
and the fourth quarter of 2004, respectively.



In order to ensure efficient operation of the Heat Generators, the Purchaser and
the Vendor agreed to enter into the Contract. The Directors (including the
independent non-executive Directors) consider that the terms of the Contract and
the Acquisition were entered into on normal commercial terms after arm's
length negotiations by reference to the Assets Valuation Reports and in the
ordinary and usual course of the Company's business and that the terms of the
Contract and the Acquisitions are fair and reasonable and in the interests of
the Company so far as the independent shareholders are concerned. The Directors
also believe that TPGP will be profitable in the long run.



Connected Transaction



As the Vendor is a controlling shareholder of the Company holding approximately
35.43% of the total registered share capital of the Company, the Vendor is a
connected person of the Company as defined under the Listing Rules. Hence, the
Acquisition constitutes a connected transaction of the Company under Chapter 14
of the Listing Rules. However, as the Consideration of the Acquisition (being
the transfer price of RMB155 million and the Liability of TPGP in the amount of
RMB65.57 million) accounts for less than 3% of the net tangible assets of the
Company as disclosed in the Company's latest published audited and
consolidated accounts for the year ended 31 December 2002 and the Company's
interim results for the six months ended 30 June 2003, no independent
shareholders approval is required. Further details of the Acquisition, including
(i) the date of the transaction, the parties thereto and a brief description of
their connected relationship; (ii) a brief description of the transaction and
the purpose of the transaction; (iii) the total consideration and the terms
(including, where relevant, interest rates, length of repayment period and
security, if any); and (iv) the nature and extent of the interest of the
connected person in the transaction, will be included in the Company's next
published annual report and accounts in accordance with Rule 14.25(1) of the
Listing Rules.



Definitions


Acquisition           the acquisition of the Assets of TPGP by the Purchaser from the Vendor for a consideration of     
                      RMB155 million (equivalent to approximately HK$146.23 million) and the assumption of Liability of 
                      TPGP in the amount of RMB65.57 million (equivalent to approximately HK$61.86 million) pursuant to 
                      the Contract

Assets                the assets of TPGP to be acquired by the Purchaser from the Vendor pursuant to the Contract,      
                      details of which are set out in the Assets Valuation Reports 

Assets Valuation      an assets valuation  reports as of 31 August 2003 prepared by the Valuers in relation to the      
Reports               valuation of the assets and liabilities of TPGP
              
Board                 the board of directors of the Company

Company               Beijing Datang Power Generation Co. Ltd., a sino-foreign joint stock limited company incorporated 
                      in PRC and the shares of which are listed on the Stock Exchange

Contract              an asset transfer contract dated 6 January 2004 entered into between China Datang Group           
                      Corporation and Hebei Datang Tangshan Thermal Power Co., Ltd. relating to, among others, the      
                      transfer of assets of the Tangshan Power Generation Plant

Date of Delivery      the date of issue of the confirmation letter by the Purchaser to the Vendor upon completion of the
                      verification of the Assets of TPGP by the Purchaser

Directors             the director(s) of the Company

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

Heat Generators       the 2 X 300 MW heat generating units located in the premises of TPGP which was built and owned by 
                      the Purchaser

Liability             certain liabilities of TPGP, comprising primarily the accounts payable to coal suppliers

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

PRC                   the People's Republic of China

Purchaser             Hebei Datang Tangshan Thermal Power Co., Ltd., a company incorporated in the PRC and an 80%-owned
                      subsidiary of the Company

RMB                   Renminbi, the lawful currency of the PRC

SETC                  The State Economic and Trade Commission

Stock Exchange        The Stock Exchange of Hong Kong Limited

TPGP                  Tangshan Power Generation Plant

Valuers               Beijing Tianjian Xingye Assets Valuation Co., Ltd. and Zhongdi Real Property Valuation Co., Ltd.

Vendor                China Datang Group Corporation, a state-owned enterprise established under the laws of the PRC    
                      which is the controlling shareholder of the Company holding approximately 35.43% of the total     
                      registered share capital of the Company


Note:  For the purpose of this announcement, all amounts in RMB were translated 
       into HK$ at an exchange rate of RMB1.06 : HK$1.00.


                                                                                    By Order of the Board

                                                                         Beijing Datang Power Generation Co. Limited

                                                                                        Yang Hongming

                                                                                      Company Secretary





Beijing, the PRC, 17 February 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.




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