Issue of Equity

Beijing Datang Power Generation Com
07 May 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)

                     PROPOSED ISSUE OF A SHARES IN THE PRC
               PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
                                      AND
                             CONNECTED TRANSACTIONS


PROPOSED ISSUE OF A SHARES IN THE PRC


The Company intends to apply to the CSRC for the issue of not more than 1
billion A Shares. The A Shares Issue will involve the issue of A Shares to (i)
part of the existing holders of domestic shares of the Company (in the form of
unlisted domestic shares); and (ii) natural persons and institutional investors
in the PRC. The A Share Issue may or may not proceed. Investors are advised to
exercise caution in dealing in the shares of the Company.



PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY



To cater for the A Share Issue, the change of name of the Company and the recent
amendments to the Listing Rules, amendments are proposed to be made to the
articles of association of the Company.



CONNECTED TRANSACTIONS



As at the date of this announcement, each of CDGC and TJIC holds approximately
35.43% and 10.84% of the issued share capital of the Company respectively and
therefore each of them is a substantial shareholder of the Company (as defined
in the Listing Rules). By virtue of these relationships, each of the Private
Placement Arrangements constitutes connected transaction under Chapter 14A of
the Listing Rules and is subject to the approval by the independent shareholders
of the Company in the EGM.



A SHARE ISSUE



The Company intends to apply to the CSRC for the issue of not more than 1
billion new A Shares. The A Shares Issue will involve the issue of A Shares to
(i) part of the existing holders of domestic shares of the Company (in the form
of unlisted domestic shares); and (ii) natural person and institutional
investors in the PRC. The A Shares to be issued under the Public Subscription
Tranche are proposed to be listed on the Shanghai Stock Exchange. At present,
the H Shares are listed on the Hong Kong Stock Exchange and the London Stock
Exchange.



STRUCTURE OF THE A SHARE ISSUE



The proposed structure of the A Share Issue is set out below:


(1)      Type of securities to be   RMB denominated ordinary shares.
         issued:

(2)      Number of A Shares to be   Not more than 1 billion A Shares, the exact number of which shall be determined by
         issued:                    the Board as proposed to be authorised by the shareholders of the Company at the
                                    EGM and CSMs.

(3)      Par value:                 RMB1.00 per share.

(4)      Target subscribers:        Part of the existing holders of domestic shares of the Company, natural persons and
                                    institutional investors (except those prohibited by PRC laws or regulations) within
                                    the PRC.


                                    (i)      CDGC and TJIC, part of the existing holders of domestic shares of the
                                             Company, intended to subscribe at the same issue price as the A Shares to
                                             be issued under the Public Subscription Tranche for not more than
                                             301,704,761 and 92,358,600 A Shares (based on the issue of 1 billion A
                                             Shares), respectively, representing approximately 30.17% and 9.24% of the
                                             total number of A Shares to be issued (based on the issue of 1 billion
                                             shares), respectively. If the total number of A Shares to be issued is
                                             less than 1 billion, the number of A Shares to be placed to each of CDGC
                                             and TJIC will be adjusted accordingly with reference to the total number
                                             of A Shares to be issued. Such A Shares will not be listed and traded on
                                             the Shanghai Stock Exchange for the time being.

                                    (ii)     The Company intends to issue not more than 605,936,639 A Shares to natural
                                             persons and institutional investors (except those prohibited by PRC laws
                                             or regulations) within the PRC.



                                    Each of the Private Placement Arrangements to CDGC and TJIC constitutes connected
                                    transaction under the Listing Rules, which is subject to the approval by the
                                    independent shareholders of the Company at the EGM.

(5)      Issue price and pricing    The issue price of the A Shares will be determined in accordance with strict market
         process:                   principles based on the PRC securities market condition at the time when the A
                                    Share Issue takes place. The final issue price as well as the pricing mechanism
                                    will, as may be required under the relevant PRC laws and regulations, be subject to
                                    be approved by all relevant PRC regulatory authorities including the CSRC.

(6)      Use of proceeds:           It is intended that not more than RMB6 billion will be raised from the A Share
                                    Issue and are intended to be used in following projects:


                                    (a)      approximately RMB248 million to complete phase II of the Datang Tuoketuo
                                             power generation project;
                                    (b)      approximately RMB350 million to complete the Datang Shentou power
                                             generation project;
                                    (c)      approximately RMB211 million to complete the Datang Liancheng power
                                             generation project;
                                    (d)      approximately RMB323 million to complete phase II of the Datang Tangshan
                                             power generation project;
                                    (e)      approximately RMB347 million to complete the Datang Honghe power
                                             generation project;
                                    (f)      approximately RMB854 million to complete the Datang Pengshui hydropower
                                             generation project;
                                    (g)      approximately RMB609 million to complete phase III of the Datang Tuoketuo
                                             power generation project;
                                    (h)      approximately RMB1,094 million to complete the Datang Chaozhou power
                                             generation project;
                                    (i)      approximately RMB546 million to complete phase I of the Fujian Datang
                                             Ningde power generation project; and
                                    (j)      approximately RMB999 million to complete phase I of the Zhejiang Datang
                                             Wushashan power generation project.



                                    To the extent that the proceeds of the A Share Issue are not sufficient to fund the
                                    above projects, the Company will use its internal resources if necessary.



                                    Further details in respect of the use of proceeds will be disclosed in the circular
                                    to be despatched to the shareholders of the Company.



REASONS FOR AND BENEFITS OF THE A SHARE ISSUE



The Directors believe that with the proceeds raised from the A Share Issue, the
Company could further develop its business in the development, construction and
operation of power plants in the PRC. The A Share Issue will also provide the
Company with an alternative channel to raise further capital and will enhance
the shareholders base and enlarge the capital base of the Company. It will also
enhance the profile of the Company in the PRC.



EFFECTS OF THE A SHARE ISSUE ON THE COMPANY's CAPITAL STRUCTURE



Set out below is a summary of the changes in the shareholding percentage of the
Company prior to and immediately upon completion of the A Share Issue based on
the assumption that the entire 1 billion A Shares will be issued and the
Convertible Bond issued by the Company will be fully converted into 215,812,558
H Shares (based on the conversion price of HK$5.558 per H Share) immediately
upon completion of the A Share Issue:


                                                               Shareholding        Immediately upon         Shareholding
                                           Prior to the      percentage (%)       completion of the       Percentage (%)
Type of shares                            A Share Issue       (approximate)           A Share Issue        (approximate)

1.       Unlisted domestic
         shares:
         CDGC                             1,828,768,200               35.43           2,130,472,961                33.40
         BIPDIC                             671,792,400               13.01             671,792,400                10.53
         HCIC                               671,792,400               13.01             671,792,400                10.53
         TJIC                               559,827,000               10.84             652,185,600                10.22

2.       Listed Shares:
         A Shares                                     -                   -             605,936,639                 9.50
         H Shares                         1,430,669,000               27.71           1,646,481,558                25.81
         Total                            5,162,849,000              100.00           6,378,661,558               100.00




Notes:



1    Include the 301,704,761 A Shares to be issued under the Private Placement
Arrangements



2    Include the 92,358,600 A Shares to be issued under the Private Placement
Arrangements



3    Include the Convertible Bond issued by the Company assumed to be fully
converted into 215,812,558 H Shares



EXTRAORDINARY GENERAL MEETING AND CONNECTED TRANSACTIONS



For the purpose of approving, inter alia, the A Share Issue, an EGM will be held
on 22 June 2004 at which certain special resolutions will be proposed including
to consider and, if thought fit, approve, inter alia, the resolution authorising
the Board to issue A Shares not exceeding 1 billion A Shares and to determine
the implementation details of the A Share Issue.



As at the date of this announcement, each of CDGC and TJIC holds approximately
35.43% and 10.84% of the issued share capital of the Company respectively and
therefore each of them is a substantial shareholder of the Company (as defined
in the Listing Rules). By virtue of these relationships, each of the Private
Placement Arrangements constitutes connected transaction under Chapter 14A of
the Listing Rules and is subject to the approval by the independent shareholders
of the Company in the EGM.



In accordance with the Listing Rules, each of CDGC and TJIC and their respective
associates will be abstained from voting in the resolution(s) regarding each of
the Private Placement Arrangements.



CLASS SHAREHOLDERS MEETINGS



In accordance with Rule 19A.38 of the Listing Rules and the articles of
associations of the Company, for the purpose of approving the A Share Issue, CSM
will be held for each of the holders of domestic shares of the Company and
holders of H Shares on 22 June 2004, at which certain resolutions will be
proposed to consider and, if thought fit, approve, inter alia, the resolution
authorising the Board to issue A Shares not exceeding 1 billion A Shares and to
determine the implementation details of the A Share Issue.



It should be noted that the A Share Issue and the proposed listing of A Shares
on the Shanghai Stock Exchange, upon the approval from the shareholders of the
Company at the EGM and the CSMs, is still subject to the approval by the CSRC to
the issue of the A Shares and the Shanghai Stock Exchange to the listing of the
A Shares on the Shanghai Stock Exchange. In the event that the Private Placement
Arrangements are not being approved by the shareholders of the Company in the
EGM and/or the CSMs, the Board will decide whether to proceed with the A Share
Issue and the structure thereon and a separate announcement will be made
accordingly.



INDEPENDENT BOARD COMMITTEE



A committee of the Board, comprising the independent Directors, will be
established for the purpose of advising the independent shareholders of the
Company in respect of each of the Private Placement Arrangements.



INDEPENDENT FINANCIAL ADVISER



An independent financial adviser will be appointed to advise the Independent
Board Committee on each of the Private Placement Arrangements. The basis and
details of the independent financial adviser's opinion will be set out
in its letter to be included in a circular to be despatched to the shareholders
of the Company in respect of, among other things, each of the Private Placement
Arrangements.



PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY



Amendments will be proposed to be made to the articles of association of the
Company to cater for the A Share Issue. Further to the announcement dated 21
April 2004 issued by the Company relating to the change of the Company's
name from Beijing Datang Power Generation Co. Ltd.' to 'Datang International 
Power Generation Co., Ltd.' (the stock short name of the Company on the Hong 
Kong Stock Exchange will also be changed to 'DATANG POWER' with effect from 7 
May 2004), amendments is also proposed to be made to the articles of association 
of the Company to cater for the change of the Company's name as well as to 
reflect the recent amendments to the Listing Rules. Such proposed amendments to 
be made to the articles of association of the Company are subject to be approved 
by the Company's shareholders at the EGM, and are conditional upon obtaining any 
approval, endorsement or registration as may be necessary from the relevant PRC
authorities. Details of the proposed amendments to the articles of association
of the Company will be disclosed in the circular to be despatched to the
shareholders of the Company.



CIRCULAR TO THE SHAREHOLDERS OF THE COMPANY



A circular containing, among other things, details of the A Share Issue and each
of the Private Placement Arrangements, the advice of the Independent Board
Committee to the independent shareholders of the Company, the advice of the
independent financial adviser to the Independent Board Committee and the
proposed amendments to the articles of association of the Company will be
despatched to the shareholders of the Company as soon as practicable after this
announcement.



GENERAL



There is no assurance that the A Share Issue will proceed. Investors are advised
to exercise caution in dealing in the shares of the Company. Further details
about the A Share Issue will be disclosed in the newspapers in the PRC when the
A Share Issue materialises and an extract of which will be disclosed in the
newspapers in Hong Kong simultaneously in accordance with the Listing Rules.



DEFINITIONS



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


'A Share(s)'              the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each which are
                          to be subscribed in RMB and are proposed to be issued by the Company to (i) part of the
                          existing holders of domestic shares of the Company (in the form of unlisted domestic shares)
                          and (ii) natural person and institutional investors in the PRC

'A Share Issue'           the proposed issue of A Shares to (i) part of the existing holders of domestic shares of the
                          Company (in the form of unlisted domestic shares) and (ii) natural person and institutional
                          public investors in the PRC by the Company. The A Shares to be issued under the Public
                          Subscription Tranche are proposed to be listed on the Shanghai Stock Exchange

'BIPDIC'                  Beijing International Power Development and Investment Company, a state-owned enterprise
                          established under the laws of the PRC and a substantial shareholder of the Company holding
                          approximately 13.01% of the issued share capital of the Company

'Board'                   the board of Directors

'CDGC'                    China Datang Corporation, 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. a sino-foreign joint stock limited company
                          incorporated in the PRC in 13 December 1994, the H Shares of which are listed on the Hong
                          Kong Stock Exchange and the London Stock Exchange

'Convertible Bond'        the convertible bond issued by the Company on 3 September 2003 which can be converted into
                          new H Shares

'CSMs'                    the class shareholders meeting of the Company for each of the holders of H Shares and
                          holders of domestic shares of the Company, each proposed to be held on 22 June 2004

'CSRC'                    China Securities Regulatory Commission

'Directors'               the directors of the Company

'EGM'                     the extraordinary general meeting of the Company proposed to be held on 22 June 2004

'HCIC'                    Hebei Construction Investment Company, a state-owned enterprise established under the laws
                          of the PRC and a substantial shareholder of the Company holding approximately 13.01% of the
                          issued share capital 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 Hong Kong Stock Exchange and the London Stock Exchange

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

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

' Independent             a committee of the Board, comprising the independent Directors, to be established for the
Board Committee'          purposes of advising the independent shareholders of the Company in respect of each of the
                          Private Placement Arrangements

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


'London Stock            The London Stock Exchange Limited
Exchange'

'Private                  the proposed private placing of A Shares to part of the existing holders of domestic shares
Placement Arrangements'   of the Company at the same issue price as the A Shares to be issued under the Public
                          Subscription Tranche. Such A Shares will not be listed and traded on the Shanghai Stock
                          Exchange for the time being

'PRC'                     the People's Republic of China

'Public                   the public offer of A Shares to natural person and institutional investors in the PRC. Such
Subscription Tranche'      A Shares are proposed to be listed on the Shanghai Stock Exchange


'RMB'                      Renminbi, the lawful currency of the PRC

'TJIC'                    Tianjin Jinneng Investment Company, a state-owned enterprise established under the laws of
                          the PRC and a substantial shareholder of the Company holding approximately 10.84% of the
                          issued share capital of the Company





                             By Order of the Board

                Datang International Power Generation Co., Ltd.

                                 Yang Hongming

                               Company Secretary



Beijing, the People's Republic of China, 6 May 2004



As at the date of this announcement, the directors of the Company are:

Zhai Ruoyu, Yu Hongji, Zhang Yi, Hu Shengmu, Yang Hongming, Wang Xianzhou, Liu
Haixia, Su Tiegang, Ye Yonghui, Tong Yunshang, Zhang Wantuo, Yang Jiayi, Xu
Daping*, Wu Zhentao*



*  independent non-executive directors

END


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