Issue of Bonds

Beijing Datang Power Generation Com
26 March 2002


Letter to Company Announcements Office

Beijing Datang Power Generation Company Limited (the 'Company') - Issue of Bonds 
Convertible into New H Shares 

We are instructed by the Company that it has published the following documents 
all dated 25 March 2002: 

1. Announcement on the proposal for issue of bonds convertible into new H Shares 
   of the Company; 
2. Notice of Extraordinary General Meeting; and 
3. Notice of H Class Meeting. 

We are further instructed to forward the same documents (as attached) to you for
publication pursuant to the Company's general obligation under Rule 17.30 of the
London Listing Rules. 

We have been authorised earlier by the Company to release documents to you for
publication.

Letter from Simmons & Simmons 
 
For details of our international offices please visit www.simmons-simmons.com 



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.  

               BEIJING DATANG POWER GENERATION COMPANY LIMITED  

(Incorporated as a Sino-foreign joint stock limited company in the People's 
Republic of China with limited liability).
 
                   PROPOSAL FOR ISSUE OF BONDS CONVERTIBLE 
                      INTO NEW H SHARES OF THE COMPANY 

The Directors are pleased to announce its proposal to issue up to US$300 million
in principal amount of bonds convertible into new H Shares of the Company. The
Convertible Bonds are proposed to be in the form of US dollar denominated
convertible bonds and application will be made to list the Convertible Bonds on
the Luxembourg Stock Exchange. The Convertible Bonds are expected to be offered
only to professional and institutional investors, and shareholders of the
Company will not be entitled to subscribe for the Convertible Bonds solely by
virtue of their shareholdings in the Company. There will not be a public
offering of the Convertible Bonds. 

The Board is of the view that the issue of the Convertible Bonds will allow the
Company to take advantage of the current favourable low interest rate
environment, thereby lowering the Company's overall funding cost. 

A circular containing, among other things, the letter from the Chairman of the
Board and notices convening the Extraordinary General Meeting, the H Class
Meeting and the Domestic Class Meeting will be dispatched to the shareholders of
the Company as soon as possible. 

Proposed Issue of the Convertible Bonds 

The Directors are pleased to announce that the Company proposes to issue up to
US$300 million in principal amount of bonds convertible into new H Shares. The
Convertible Bonds are proposed to be in the form of US dollar denominated
convertible bonds. Application will be made to list the Convertible Bonds on the
Luxembourg Stock Exchange. The issue size, interest rate, conversion price,
exchange rate structure and timing of the issue of Convertible Bonds will be
determined by the Board after careful consideration and taking into account the
prevailing market conditions and all other relevant factors at that time. Other
terms and conditions of the Convertible Bonds will also be determined by the
Board prior to the proposed issue of Convertible Bonds. The Convertible Bonds
are expected to be offered only to professional and institutional investors, and
shareholders of the Company will not be entitled to subscribe for the
Convertible Bonds solely by virtue of their shareholdings in the Company. There
will not be a public offering of the Convertible Bonds. 

The Convertible Bonds have not been and will not be registered under the U.S.
Securities Act and may not be offered or sold in the United States unless the
Convertible Bonds are registered or an applicable exemption from registration
is available. 

The proposed issue of Convertible Bonds will be conditional on, among other
things, (i) the obtaining of approvals of holders of Shares at the Extraordinary
General Meeting as well as approvals of holders of H Shares and of holders of
Domestic Shares at separate class meetings;  (ii) the obtaining of approvals or
consents from the relevant PRC regulatory authorities including the SDPC, the
CSRC and the SAFE; (iii) the granting by the Hong Kong Stock Exchange of
approval for the listing of and permission to deal in the new H Shares to be
issued upon conversion (if any) of the Convertible Bonds; (iv) the admission of
the new H Shares to be issued upon conversion (if any) of the Convertible Bonds
to the official list of the UK Listing Authority and for such new H Shares to be
admitted to trading on the London Stock Exchange's market for listed securities;
and (v) the granting of approval for the listing of the Convertible Bonds on the
Luxembourg Stock Exchange. 

Proposed Use of Proceeds 

The net proceeds of the proposed issue of Convertible Bonds are expected to be
used to finance the Company's foreign exchange requirements for the following: 

(a) funding the purchase of imported equipment for use in power generation
    plants for an aggregate amount of up to US$220 million; and 

(b) any remaining balance will be used for refinancing part of the Company's
    current foreign exchange borrowings. 

Subject to the final issue size of the Convertible Bonds, it is currently
expected that the net proceeds represent approximately 96% of the issue size. 

Reasons for the Issue of Convertible Bonds 

The Board has carefully considered different financing options for the funding
requirements of the Company as set out above and believes the proposed issue of
Convertible Bonds to be the most appropriate option for the Company for the
following reasons: 

(a) a convertible bond issue would allow the Company to take advantage of the
    current favourable low interest rate environment, thereby lowering the 
    Company's overall funding cost: 

(b) a convertible bond issue would generally allow the issuer to pay a lower
    interest coupon payment than would be the case for a straight bond issue; 
    and 

(c) the proposed issue of Convertible Bonds would not lead to any immediate
    dilution on the Company's basic earnings per Share which would arise in the 
    case of a new issue of H Shares. 

Impact on Shareholders 

Upon conversion of the Convertible Bonds to be issued, there would be an
increase in the number of H Shares held by the public. The exact size of the
increase will depend upon the final terms of the Convertible Bonds, including,
among other terms, the size of the issue and the conversion price at which the
Convertible Bonds will be converted into H Shares. It is currently contemplated
that the initial conversion price will be determined with reference to a premium
over the average closing price of H Shares for a certain period of trading days
immediately prior to the pricing date. The final terms of the Convertible Bonds
are expected to be determined only after the completion of a roadshow and 'book-
building' offering process. For illustrative purposes only, assuming a maximum
issue size of US$300 million, full conversion of the Convertible Bonds and that
the initial conversion price equals to HK$2.985 (being the average closing price
of the H Shares for the last five trading days ending 22 March 2002), the equity
interest of the existing holders of H Shares in the Company will be diluted from
the current level of 27.7% to approximately 24.1% of the then enlarged
registered capital of the Company. Shareholders' equity interest in the Company
will be diluted as a result of the exercise of the conversion rights attached to
the Convertible Bonds. Further announcements will be made to shareholders of the
Company once the terms and conditions of the Convertible Bonds are determined. 

New H Shares 

Any new H Shares to be issued upon conversion of the Convertible Bonds will rank
pari passu with, and within the same class as, the H Shares in issue on the
relevant conversion date in all respects, save in respect of entitlements to
dividends and other distributions which will depend on the conversion date(s)
for the Convertible Bonds and the date for the payment of dividend or other
distribution with respect to the Shares. 

Extraordinary General Meeting, H Class Meeting and Domestic Class Meeting 

The Extraordinary General Meeting, the H Class Meeting and the Domestic Class
Meeting will be convened on 10 May, 2002 at 9:30am, 10:00am and 10:30am
respectively, at which special resolutions of the shareholders and of the
holders of H Shares and of the holders of Domestic Shares will be proposed to
approve, among other thing, the issue of the Convertible Bonds. At the
Extraordinary General Meeting, the H Class Meeting and the Domestic Class
Meeting, special resolutions will be proposed to authorise the Board to make all
appropriate and necessary amendments to Article 15 of the Articles of
Association to reflect the increase in the registered capital of the Company
upon conversion (if any) of the Convertible Bonds. Notices of the Extraordinary
General Meeting and the H Class Meeting are set out at the end of this
announcement. 

Definitions 

In this announcement, the following expressions have the following meanings,
unless the context otherwise requires:  

'Articles of Association'           The articles of association of the Company

'BIPDIC'                            (Beijing International Power Development 
                                    Investment Company) 

'Board'                             The board of Directors 

'Company'                           (Beijing Datang Power Generation Company 
                                    Limited), incorporated as a Sino-foreign 
                                    joint stock limited company in the PRC with 
                                    limited liability 

'Convertible Bonds'                 Up to US$300 million in principal amount of 
                                    bonds proposed to be issued by the Company 
                                    which are convertible into new H Shares 

'CSRC'                              (China Securities Regulatory Commission) 

'Directors'                         Directors of the Company 

'Domestic Class Meeting'            The class meeting of the holders of Domestic 
                                    Shares to be held on 10 May, 2002 at 10:30 
                                    a.m. at the conference room of the Company, 
                                    8/F, No. 482 Guanganmennei, Avenue, Xuanwu 
                                    District, Beijing, the PRC and any 
                                    adjournment thereof 

'Domestic Shares'                   Renminbi denominated ordinary shares with 
                                    nominal value of RMB 1.00 each in the 
                                    registered capital of the Company which are 
                                    currently held by each of NCPGC, BIPDIC, 
                                    HCIC and TJIC

'Extraordinary General Meeting'     The extraordinary general meeting of all 
                                    shareholders of the Company to be held on 10 
                                    May, 2002 at 9:30 a.m. at the conference 
                                    room of the Company, 8/F. No. 482 
                                    Guanganmennei Avenue, Xuanwu District, 
                                    Beijing, the PRC and any adjournment 
                                    thereof, a notice of which is set out at the 
                                    end of this announcement 

'H Class Meeting'                   The class meeting of the holders of H Shares 
                                    to be held on 10 May, 2002 at 10:00 a.m. at 
                                    the conference room of the Company, 8/F, No. 
                                    482 Guanganmennei Avenue, Xuanwu District, 
                                    Beijing, the PRC or any adjournment thereof, 
                                    a notice of which is set out at the end of 
                                    this announcement 

'H Shares'                          Renminbi denominated ordinary shares issued 
                                    by the Company with a nominal value of 
                                    RMB 1.00 each in the registered capital of 
                                    the Company, which are subscribed for and 
                                    traded in Hong Kong dollars and for which 
                                    listing and dealing are permitted on the 
                                    Hong Kong Stock Exchange and on the official 
                                    list of the UK Listing Authority and 
                                    admitted to trading on the London Stock 
                                    Exchange's market for listed securities 
 
'HCIC'                              (Hebei Construction Investment Company) 

'Hong Kong Stock Exchange'          The Stock Exchange of Hong Kong Limited 

'London Stock Exchange'             The London Stock Exchange plc 

'Luxembourg Stock Exchange'         The Luxembourg Stock Exchange 

'NCPGC'                             (North China Power Group Company) 

'PRC' or 'China'                    The People's Republic of China 

'RMB' or 'Renminbi'                 Renminbi Yuan, the lawful currency of the 
                                    PRC 

'SAFE'                              (The State Administration of Foreign 
                                    Exchange) 

'SDPC'                              (The State Development and Planning 
                                    Commission) 

'Shares'                            The H Shares and the Domestic Shares 

'State'                             The PRC government 

'TJIC'                              (Tianjin Jinneng Investment Company) 

'UK'                                United Kingdom 

'UK Listing Authority'              Financial Services Authority in its capacity 
                                    as competent authority under the Financial 
                                    Services and Markets Act 2000 

'United States'                     United States of America
 
'U.S. Securities Act'               The United States Securities Act of 1933, as 
                                    amended, and the rules and regulations 
                                    promulgated thereunder 

'US$' OR 'US dollars'               United States dollars, the lawful currency 
                                    of the United States 


                                                         By order of the Board 
                                                                 Yang Hongming 
                                      Executive Director and Company Secretary 
                                                       25 March, 2002, Beijing 

 




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