Issue of Equity

Datang Intl Power Generation Co Ld
03 May 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION



If you are in doubt as to any aspect of this circular or as to the action to be
taken, you should consult your 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
the 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.



The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, 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 circular.



                 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 application to issue a shares in the PRC

                                      and

                             connected transactions



        Independent financial adviser to the Independent Board Committee

                        and the Independent Shareholders



IT IS IMPORTANT TO NOTE THAT THE PURPOSE OF DISTRIBUTING THIS CIRCULAR IS TO
PROVIDE THE SHAREHOLDERS OF THE COMPANY WITH ADDITIONAL INFORMATION ON, AMONG
OTHER THINGS, THE PROPOSED ISSUE OF A SHARES BY THE COMPANY, SO THAT THE
SHAREHOLDERS OF THE COMPANY MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT
OF CERTAIN RESOLUTIONS TO BE TABLED AT THE ANNUAL GENERAL MEETING FOR THE YEAR
2005 AND THE CLASS SHAREHOLDERS MEETINGS FOR THE YEAR 2006 OF THE COMPANY. THE A
SHARES WILL BE ISSUED ONLY TO SUBSCRIBERS IN THE PEOPLE'S REPUBLIC OF CHINA.
THIS CIRCULAR DOES NOT CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER
TO BUY ANY OF THE A SHARES OF THE COMPANY, NOR IS THIS CIRCULAR INTENDED TO
INVITE OFFERS FOR ANY CLASS OF SHARES OR OTHER SECURITIES OF THE COMPANY.



A letter from the board of directors of the Company is set out on pages 5 to 14
of this circular. A letter from the independent board committee of the Company
is set out on pages 15 to 16 of this circular. A letter from DBS Asia Capital
Limited, the independent financial adviser to the independent board committee
and the independent shareholders of the Company, is set out on pages 17 to 23 of
this circular. A notice dated 3 May 2006 convening each of the annual general
meeting for the year 2005 and the class shareholders meeting for each of the
holders of the overseas listed foreign shares of the Company and the domestic
shares of the Company to be held at Conference Room No. 804, No. 482
Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China
at 9:00 a.m., 11:00 a.m. and 11:30 a.m., respectively, on 20 June 2006 is set
out on pages 29 to 36 of this circular for your reference and the relevant reply
slips for attendance and proxy forms are enclosed with this circular. If you are
eligible, and intend, to attend any of the aforementioned meetings, please
complete and return the relevant reply slips for attendance in accordance with
the instructions printed thereon as soon as possible and in any event not later
than 30 May 2006. Whether or not you will attend the annual general meeting of
the Company for the year 2005 and/or the class shareholders meeting for each of
the holders of the overseas listed foreign shares of the Company and the
domestic shares of the Company, you are requested to complete and return the
relevant proxy forms enclosed herewith in accordance with the instructions
printed thereon. Completion and return of the proxy form(s) will not preclude
you from attending and voting in person at any of the aforementioned meetings or
any adjournment thereof should you so wish.



                                                                      3 May 2006



CONTENTS


                                                                                                                 Page
DEFINITIONS                                                                                                         1
LETTER FROM THE BOARD
1.     Introduction                                                                                                 5
2.     Proposed A Shares Issue                                                                                      6
2.1    Structure of the A Shares Issue                                                                              6
2.2    Ancillary matters relating to the A Shares Issue                                                             9
2.3    Reasons for and benefits of the A Shares Issue and Private Placement
         Arrangements                                                                                              11
2.4    Effects of the A Shares Issue on the capital structure of the Company                                       11
3.     General Information                                                                                         12
3.1    The A Shares Issue and connection transactions                                                              12
3.2    2005 AGM                                                                                                    13
3.3    2006 CSMs and closure of the register of members                                                            13
4.     Recommendation                                                                                              14
5.     Additional information                                                                                      14
LETTER FROM THE INDEPENDENT BOARD COMMITTEE                                                                        15
LETTER FROM DBS ASIA                                                                                               17
APPENDIX-GENERAL INFORMATION                                                                                       24
NOTICE OF ANNUAL GENERAL MEETING                                                                                   29
NOTICE OF H SHARES CLASS MEETING                                                                                   33
NOTICE OF DOMESTIC SHARES CLASS MEETING                                                                            35



DEFINITIONS



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


'2004 AGM'               the annual general meeting of the Company for the year ended 31 December 2004 held on 21 June
                         2005
'2004 CSMs'              the class shareholders meeting of the Company for each of the holders of H Shares and holders
                         of domestic shares of the Company held on 22 June 2004
'2004 EGM'               the extraordinary general meeting of the Company held on 22 June 2004
'2005 AGM'               the annual general meeting of the Company for the year ended 31 December 2005 to be held on 20
                         June 2006
'2005 CSMs'              the class shareholders meeting of the Company for each of the holders of H Shares and holders
                         of domestic shares of the Company held on 21 June 2005
'2006 CSMs'              the class shareholders meeting of the Company for each of the holders of H Shares and holders
                         of domestic shares of the Company to be held on 20 June 2006
'2006 Domestic Shares    the class shareholders meeting of the holders of domestic
  Class Meeting'         shares of the Company to be held on 20 June 2006
'2006 H Shares Class     the class shareholders meeting of the holders of H Shares to be
  Meeting'               held on 20 June 2006
'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 and (ii) natural person and institutional
                         investors in the PRC
'A Shares Issue'         the proposed issue of A Shares to (i) part of the existing holders of domestic shares of the
                         Company and (ii) natural person and institutional public investors in the PRC by the Company.
                         The A Shares, subject to the relevant approval of the relevant authorities in the PRC, are
                         proposed to be listed on the Shanghai Stock Exchange
'Articles of             the articles of association of the Company
Association'
'associates'             having the meaning ascribed to it under the Listing Rules
'BEIH'                   Beijing Energy Investment Holding Company Limited ('Chinese Words'), is a substantial
                         shareholder of the Company. BEIH is a state-owned enterprise resulted from the merger between
                         the Company's original shareholder Beijing International Power Development Investment Company
                         and Beijing Integrated Investment Company. Beijing International Power Development Investment
                         Company originally held 13.01% of the Company's issued share capital, which is now being held
                         by BEIH
'Board'                  the board of Directors
'CDGC'                   China Datang Corporation ('Chinese Words'), 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. ('Chinese Words'), a sino-foreign joint stock
                         limited company incorporated in the PRC on 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
'CSRC'                   China Securities Regulatory Commission
'DBS Asia'               DBS Asia Capital Limited, the independent financial adviser to the Independent Board Committee
                         and the Independent Shareholders in respect of the Private Placement Arrangements, a licensed
                         corporation to carry out types 1, 4 and 6 of the regulated activities under the SFO
'Directors'              the directors of the Company
'Group'                  the Company and its subsidiaries from time to time
'HCIC'                   Hebei Construction Investment Company ('Chinese Words'), 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 Board       a committee of the Board, comprising the independent non-
  Committee'             executive Directors, to be established for the purposes of advising the Independent
                         Shareholders in respect of each of the Private Placement Arrangements
'Independent             Shareholders other than CDGC and TJIC, their respective associates and any parties acting in
Shareholders'            concert with them
'Latest Practicable      27 April 2006, being the latest practicable date for ascertaining certain information referred
Date'                    to in this circular prior to the printing of this circular
'Listing Rules'          the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
'London Stock Exchange'  The London Stock Exchange Limited
'PRC'                    the People's Republic of China
'Private Placement       the proposed private placing of A Shares to CDGC and TJIC at
  Arrangements'          the same issue price as the A Shares to be issued under the Public Subscription Tranche
'Public Subscription     the public offer of A Shares to natural person and institutional
  Tranche'               investors in the PRC. Such A Shares are proposed to be listed on the Shanghai Stock Exchange
'RMB'                    Renminbi, the lawful currency of the PRC
'SFO'                    the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

'Shanghai Stock          Shanghai Stock Exchange of the PRC
Exchange'
'Shareholder(s)'         shareholder(s) of the Company
'substantial shareholder has the meaning ascribed thereto in the Listing Rules
(s)'
'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
'%'                      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: 991)


Executive Directors:                                            Registered office:
Mr. Zhang Yi                                                    No. 482 Guanganmennei Avenue
Mr. Yang Hongming                                               Xuanwu District
                                                                Beijing, 100053
Non-executive Directors:                                        PRC
Mr. Zhai Ruoyu (Chairman)
Mr. Hu Shengmu                                                  Principal place of business
Mr. Fang Qinghai                                                  in Hong Kong:
Mr. Liu Haixia                                                  c/o Simmons & Simmons
Ms. Guan Tiangang                                               35th Floor, Cheung Kong Center
Mr. Su Tiegang                                                  2 Queen's Road Central
Mr. Ye Yonghui                                                  Central
Mr. Tong Yunshang                                               Hong Kong
Independent non-executive Directors:
Mr. Xie Songlin
Mr. Xu Daping
Mr. Liu Chaoan
Mr. Yu Changchun
Mr. Xia Qing



                                                                        3 May
2006



To the Shareholders



Dear Sir or Madam,



               PROPOSED APPLICATION TO ISSUE A SHARES IN THE PRC

                                      AND

                             CONNECTED TRANSACTIONS



1.   INTRODUCTION



As mentioned in the announcement dated 6 May 2004 issued by the Company and the
Company's circular dated 27 May 2004, the Company intended to apply to the CSRC
for the issue of not more than 1,000,000,000 A Shares. The proposed A Shares
Issue was conditionally approved by way of special resolutions at the 2004 EGM
and the 2004 CSMs. These resolutions were, in compliance with and as legally
required under the relevant PRC laws, passed with effect for a period of one
year from the date of the 2004 EGM and the 2004 CSMs, each expired on 21 June
2005.



As mentioned in the announcement dated 4 May 2005 issued by the Company and the
Company's circular dated 25 May 2005, the Company sought to obtain the approval
from the Shareholders for the refreshment of all relevant resolutions relating
to the A Shares Issue in the same structure and manner and in essentially
identical terms as those considered and passed at the 2004 EGM and the 2004 CSMs
for a one-year period expiring on 20 June 2006. Such approval from the
Shareholders had been obtained by way of special resolutions sought at the 2004
AGM and 2005 CSMs held on 21 June 2005.



As announced in the announcement of the Company dated 4 May 2005, the Company
had applied to the CSRC in connection with the A Shares Issue and the CSRC
indicated on 1 April 2005 its acceptance to review such application. The A
Shares Issue was, as at the Latest Practicable Date, not completed due to the
fact that the formal approval from the CSRC is still pending. The Company
anticipates that the A Shares Issue cannot be completed before the expiry of the
aforementioned one-year extension period expiring on 20 June 2006. In view of
these circumstances, the Board has resolved to seek approval from the
Shareholders, by way of special resolutions to be sought at the 2005 AGM and the
2006 CSMs, to refresh for a further one-year period all relevant resolutions
relating to the A Shares Issue in the same structure and manner and in
essentially identical terms as those considered and passed at the 2004 EGM and
the 2004 CSMs.



The purpose of this circular is to provide the Shareholders with further
information in relation to the A Shares Issue so as to enable the Shareholders
to vote on the resolutions to be sought at the 2005 AGM and 2006 CSMs. The
recommendations of the Independent Board Committee to the Independent
Shareholders are set out on pages 15 to 16 of this circular. A copy of the
letter from DBS Asia containing its advice to the Independent Board Committee
and the Independent Shareholders is set out on pages 17 to 23 of this circular.



2.   PROPOSED A SHARES ISSUE



2.1 Structure of the A Shares Issue



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



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



(2)  Number of A Shares to Not more than 1,000,000,000 A Shares, the exact

        be issued:                   number of which shall be determined by the
Board as proposed to be authorised by the shareholders of the Company at the
2005 AGM and the 2006 CSMs.



(3)  Par value:                     RMB1.00 per A Share.



(4)  Target subscribers:       The A Shares will be issued in two tranches,
namely, to (a) CDGC and TJIC through the Private Placement Arrangements; and (b)
natural persons and institutional investors (except those prohibited by PRC laws
or regulations) within the PRC through the Public Subscription Tranche, who are
not connected persons (as defined in the Listing Rules) of the Company.



(i)   Private Placement Arrangements



CDGC and TJIC, 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 1,000,000,000 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 1,000,000,000 A Shares), respectively.(Note) If
the total number of A Shares to be issued is less than 1,000,000,000, 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. The extension of
the validity period for each of the Private Placement Arrangements with CDGC and
TJIC constitutes connected transaction of the Company under the Listing Rules,
which is subject to the approval of the Independent Shareholders at the 2005
AGM.



(ii)  Public Subscription Tranche



The Company intends to issue not more than 605,936,639 A Shares (based on the
issue of 1,000,000,000 A Shares) to natural persons and institutional investors
(except those prohibited by PRC laws or regulations) within the PRC.



Note: Each of CDGC and TJIC issued a written commitment in favour of the Company
that it will fully subscribe in cash, at the same issue price as the A Shares to
be issued under the Public Subscription Tranche, for a maximum of 301,704,761 A
Shares (in the case of CDGC) and 92,358,600 A Shares (in the case of TJIC).



(5)  Issue price and pricing   The issue price of the A Shares will be
determined in accordance with strict market principles based on the PRC
securities market condition at the time when the A Shares 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 the approval of 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 Shares Issue and the proceeds therefrom are intended
to be used as follows:



(a)  approximately RMB261 million to complete the Datang Shentou power
generation project;



(b)  approximately RMB113 million to complete the Datang Liancheng power
generation project;



(c)  approximately RMB321 million to complete the Datang Honghe power generation
project;



(d)  approximately RMB854 million to complete the Datang Pengshui hydropower
generation project;



(e)  approximately RMB547 million to complete phase III of the Datang Tuoketuo
power generation project;



(f)   approximately RMB1,089 million to complete the Datang Chaozhou power
generation project;



(g)  approximately RMB235 million to complete phase I of the Datang Ningde power
generation project; and



(h)  approximately RMB506 million to complete phase I of the Datang Wushashan
power generation project.



The remaining balance of the proceeds from the A Shares Issue, if any, will be
used as additional working capital of the Company and for the development of
other power generation projects as approved by the Board and the relevant PRC
government authorities.



Further announcement will be made in compliance with the Listing Rules as and
when required. To the extent that proceeds of the A Shares Issue are not
sufficient to fund the above projects, the Company will use its internal
resources, if necessary.



To the extent that the net proceeds from the A Shares Issue are not immediately
required for the above projects, the Company may place such funds in deposits
with banks. The Board is authorised to make appropriate adjustments to the use
of proceeds from the A Shares Issue and to determine the final plan for the use
of proceeds as approved by the Shareholders in the 2004 EGM. In the event that
any material adjustments are to be made to the use of proceeds from the A Shares
Issue on the projects as stated above, the Company will make an announcement as
and when appropriate.



The A Shares Issue shall be conducted in accordance with the requirements of the
CSRC. It should be noted that the A Shares Issue and the structure thereof, are
subject to the approval and/or endorsement of the CSRC, and that of the Shanghai
Stock Exchange in respect of the listing and trading on the Shanghai Stock
Exchange of such A Shares.



2.2 Ancillary matters relating to the A Shares Issue



2.2.1    Sharing of undistributed profits



After completion of the A Shares Issue, the existing and new Shareholders shall,
subject to be approved by the Shareholders at the 2005 AGM and the 2006 CSMs, be
entitled to mutual sharing of the unappropriated accumulated profits of the
Company when the A Shares Issue takes place.



2.2.2    Taking of necessary action by the Directors



The Directors shall, under circumstances that do not violate any PRC laws,
regulatory requirements and the Articles of Association and subject to the
approval of the Shareholders at the 2005 AGM and the 2006 CSMs, be authorised to
sign all documents and do all acts as are necessary to effect, for the purpose
of or otherwise in connection with the A Shares Issue.



2.2.3    Shareholders' approvals passed at the 2004 EGM and 2004 CSMs and
refreshment of such approvals at 2004 AGM and the 2005 CSMs



The A Shares Issue was conditionally approved by way of special resolutions
passed at the 2004 EGM and 2004 CSMs. These resolutions were, in compliance with
and as legally required under the relevant PRC laws, passed with effect for a
period of one year from the date of the 2004 EGM and the 2004 CSMs, expired on
21 June 2005.



The Company had applied to the CSRC for the A Shares Issue and the CSRC
indicated on 1 April 2005 its acceptance to review such application. In this
effect, the Company had obtained the approval from the Shareholders by way of
special resolutions sought at the 2004 AGM and 2005 CSMs held on 21 June 2005
for the refreshment of all relevant resolutions relating to the A Shares Issue
in the same structure and manner and in essentially identical terms as those
considered and passed at the 2004 EGM and the 2004 CSMs for a one-year period
expiring on 20 June 2006.



2.2.4    Refreshment of such approvals at 2005 AGM and the 2006 CSMs



The A Shares Issue was, as at the Latest Practicable Date, not completed due to
the fact that the formal approval from the CSRC is still pending, and the
Company will endeavour to complete the A Shares Issue as soon as practicable. In
the circumstances, the Board has, in compliance with the relevant PRC laws and
regulations, resolved to seek approval from the shareholders of the Company, by
way of special resolutions to be sought at the 2005 AGM and the 2006 CSMs, to
approve the following:



(a)    conditional on the passing of the resolution as set out in paragraph (b)
below, to refresh the validity period of all the special resolutions relating to
the A Shares Issue and referred to in special resolution numbered one (save for
the Private Placement Arrangements) in the notice of the 2004 EGM and in special
resolution in the notice of each of the 2004 CSMs, all dated 6 May 2004 issued
by the Company, in the same structure and manner and in essentially identical
terms as those considered and passed at the 2004 EGM and 2004 CSMs for a further
one-year period from the date of the 2005 AGM and the 2006 CSMs, respectively;
and



(b)    conditional on the passing of the resolution as set out in paragraph (a)
above, to refresh the validity period of the Private Placement Arrangements
approved in the 2004 EGM and 2004 CSMs for a further one-year period from the
date of the 2005 AGM and the 2006 CSMs, respectively.



CDGC and TJIC, holding approximately 46.27% of the shares of the Company in
aggregate, will abstain from voting on the resolution set out in paragraph (b)
above at the 2005 AGM.



2.3 Reasons for and benefits of the A Shares Issue and Private Placing
Arrangements



The Directors believe that with the proceeds raised from the A Shares Issue, the
Company could further develop its business in the development, construction and
operation of power plants in the PRC. The A Shares 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. The Private Placing Arrangements
will render all of CDGC, BEIH, HCIC and TJIC continue to be substantial
shareholders of the Company and the Directors (including the independent
non-executive Directors) consider that the maintenance of such relationship
between the Company and each of CDGC, BEIH, HCIC and TJIC, which are all among
the key state-owned companies operating in such industry in the PRC, is
important to enhance the future continuing performance of the Company.



2.4 Effects of the A Shares Issue on the capital structure of the Company



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 Shares Issue based on
the assumption that the entire 1,000,000,000 A Shares will be issued and the
Convertible Bond will be fully converted into 222,127,074 H Shares (based on the
conversion price of HK$5.4 per H Share) immediately upon completion of the A
Shares Issue:


                                        Prior to the                             Immediately upon
                                      A Shares Issue                                completion of
                                          and before                           the A Shares Issue
                                       conversion of         Shareholding           and upon full          Shareholding
                                     any Convertible       percentage (%)       conversion of the        percentage (%)
       Type of shares                           Bond        (approximate)        Convertible Bond         (approximate)
1.     Domestic shares:
       CDGC                            1,828,768,200                35.43           2,130,472,961 (1)             33.37
       BEIH                              671,792,400                13.01             671,792,400                 10.52
       HCIC                              671,792,400                13.01             671,792,400                 10.52
       TJIC                              559,827,000                10.84             652,185,600 (2)             10.21
2.     Listed shares:
       A Shares held by public                     -                    -             605,936,639                  9.49
       H Shares held by public         1,430,669,000                27.71           1,652,796,074 (3)             25.89

Total                                  5,162,849,000               100.00           6,384,976,074                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 222,127,074 H Shares. The holders of the Convertible Bond have
the right at any time from 20 October 2003 to 2 September 2008 (both dates
inclusive) to convert the Convertible Bond into H Shares.



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 Shares Issue based on
the assumption that the entire one billion A Shares will be issued and no
conversion of the Convertible Bond has taken place immediately upon completion
of the A Shares Issue:


                                                            Shareholding        Immediately upon           Shareholding
                                       Prior to the       percentage (%)       completion of the         percentage (%)
       Type of shares                A Shares Issue        (approximate)          A Shares Issue          (approximate)
1.     Domestic shares:
       CDGC                           1,828,768,200                35.43           2,130,472,961 (1)              34.57
       BEIH                             671,792,400                13.01             671,792,400                  10.90
       HCIC                             671,792,400                13.01             671,792,400                  10.90
       TJIC                             559,827,000                10.84             652,185,600 (2)              10.58
2.     Listed shares:
       A Shares held by public                    -                    -             605,936,639                   9.83
       H Shares held by public        1,430,669,000                27.71           1,430,669,000 (3)              23.21

Total                                 5,162,849,000               100.00           6,162,849,000                 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)   Assuming no conversion of the Convertible Bond has taken place.



3.   GENERAL INFORMATION



3.1 The A Shares Issue and connected transactions



As at the Latest Practicable Date, each of CDGC and TJIC controlled, or was
entitled to exercise control, approximately 35.43% and 10.84% of the voting
rights in respect of the issued share capital of the Company, respectively. So
far as the Directors are aware and as at the date of this circular, none of the
associates of each of CDGC and TJIC holds any H Shares or domestic shares of the
Company. Each of CDGC and TJIC is a substantial shareholder of the Company (as
defined in the Listing Rules). By virtue of their respective shareholding
interests in the Company, each of the Private Placement Arrangements, if
materialised, will constitute connected transaction under Chapter 14A of the
Listing Rules and is subject to the approval of the Independent Shareholders at
the 2005 AGM. In accordance with the Listing Rules, CDGC and TJIC, their
respective associates and parties acting in concert with them will abstain from
voting in the resolution(s) regarding the extension of the validity period of
the Private Placement Arrangements for a further one year. In these
circumstances, the Board has appointed the Independent Board Committee to
consider and advise the Independent Shareholders on, among other things, the
Private Placement Arrangements, and has appointed DBS Asia as the independent
financial adviser to advise the Independent Board Committee and the Independent
Shareholders.



There is no assurance that the A Shares Issue will materialise or will proceed
in such manner and in such terms as are set out herein. Investors are therefore
advised to exercise caution when dealing in the H Shares. Further details
regarding the A Shares Issue will, when the A Shares Issue materialises, be
disclosed in newspapers in the PRC, and the Company will then publish an
announcement in newspapers in Hong Kong simultaneously in accordance with the
Listing Rules.



3.2 2005 AGM



The Board has resolved to convene the 2005 AGM on Tuesday, 20 June 2006 to
approve, among other things, (i) the Company's financial statements for the
financial year ended 31 December 2005; (ii) special resolution for the granting
of the general mandate to the Board to issue not more than 20% of the total
number of shares of the Company in issue as at the date of the passing of this
resolution within 12 months, subject to the conditions as set out in note
numbered 2 of the notice of annual general meeting for the year 2005 which forms
part of this circular; and (iii) special resolutions to refresh for a one-year
period from the date of the 2005 AGM all relevant resolutions relating to the A
Shares Issue in the same structure and manner and in essentially identical terms
as those considered and passed at the 2004 EGM. In respect of the special
resolution regarding the Private Placement Arrangements, CDGC and TJIC and their
respective associates will abstain from voting and such resolution will be taken
on poll pursuant to the Listing Rules. A notice dated 3 May 2006 convening the
2005 AGM, together with the reply slip for attendance and proxy form, is being
despatched to the Shareholders with this circular.



3.3 2006 CSMs and closure of the register of members



In accordance with Rule 19A.38 of the Listing Rules and the Articles of
Association, for the purpose of approving the A Share Issue, the 2006 H Shares
Class Meeting and the 2006 Domestic Shares Class Meeting will be held, at which
certain resolutions will be proposed to consider and, if thought fit, approve
the extension of the validity period of A Shares Issue for a further one year
and the authorisation of the Board to make the final decision, do all acts and
sign all such agreements and/or documents as the Board deems necessary for
completing the A Shares Issue be extended for a further one year, both
commencing from the date of passing such resolution(s).



Shareholders whose names appear on the H Share register of members at the close
of business on Friday, 19 May 2006 are entitled to attend and vote at the 2005
AGM and the 2006 H Shares Class Meeting. The H Share register of members will be
closed from 21 May 2006 to 20 June 2006, both days inclusive, during which
period no transfer of any H Share will be registered. Holders of the H Shares
intending to attend the 2005 AGM and the 2006 H Shares Class Meeting should
lodge their respective instrument(s) of transfer and the relevant share
certificate(s) to the H share registrar of the Company, Computershare Hong Kong
Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong, by 4:00 p.m. on Friday, 19 May 2006.



If you are eligible, and intend, to attend the 2005 AGM or the 2006 H Shares
Class Meeting, please complete and return the relevant reply slip for attendance
in accordance with the instructions printed thereon as soon as possible and in
any event by Tuesday, 30 May 2006. Whether or not you will attend the 2005 AGM
or the 2006 H Shares Class Meeting, you are requested to complete and return the
relevant proxy form in accordance with the instructions printed thereon.
Completion and returning the relevant proxy form will not preclude you from
attending and voting in person at the 2005 AGM or the 2006 H Shares Class
Meeting or any adjournment thereof should you so wish.



4.   RECOMMENDATION



Your attention is drawn to the letter from the Independent Board Committee which
is set out on pages 15 to 16 of this circular. The text of a letter from DBS
Asia, the independent financial adviser to the Independent Board Committee and
the Independent Shareholders, containing its advice in respect of the Private
Placement Arrangements, is set out on pages 17 to 23 of this circular. The
Independent Board Committee, having taken into account the advice of DBS Asia,
consider that the terms of each of the Private Placement Arrangements are fair
and reasonable and in the interests of the Company and the Shareholders as a
whole. Accordingly, the Independent Board Committee recommends that the
Independent Shareholders vote in favour of the special resolution to refresh for
a further one-year period from the date of the 2005 AGM and 2006 CSMs regarding
the issue of a maximum of 301,704,761 A Shares to CDGC and a maximum of
92,358,600 A Shares to TJIC by the Company (i.e. the Private Placement
Arrangements) at the 2005 AGM.



The Directors consider that the resolutions proposed to be passed at the 2005
AGM and the 2006 CSMs (including the A Shares Issue) are in the interest of the
Company. Accordingly, the Directors (including the independent non-executive
Directors) recommend the Shareholders to vote in favour of the resolutions to be
proposed at the 2005 AGM and the 2006 CSMs.



5.   ADDITIONAL INFORMATION



Your attention is drawn to the additional information (including the procedures
for the Shareholders to demand for a poll) set out in the appendix to this
circular.



                               Yours faithfully,

                       For and on behalf of the Board of

                Datang International Power Generation Co., Ltd.

                                   Zhai Ruoyu

                                    Chairman



LETTER FROM THE INDEPENDENT BOARD COMMITTEE



Datang International Power Generation Co., Ltd.

(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)

                               (Stock Code: 991)



Legal address and head office:

No. 482 Guanganmennei Avenue

Xuanwu District Beijing, 100053

The People's Republic of China



3 May 2006



To the Independent Shareholders



Dear Sir or Madam,



We refer to the circular (the 'Circular') dated 3 May 2006 to the Shareholders
of which this letter forms part. Unless the context requires otherwise, terms
and expressions defined in the Circular shall have the same meanings in this
letter.



As mentioned in the Circular, the A Shares Issue was conditionally approved by
way of special resolutions passed at the 2004 EGM and 2004 CSMs. These
resolutions were, in compliance with and as legally required under the relevant
PRC laws, passed with effect for a period of one year from the date of the 2004
EGM and the 2004 CSMs, expired on 21 June 2005. By way of special resolutions
sought at the 2004 AGM and 2005 CSMs held on 21 June 2005, the Company obtained
the approval from the Shareholders for the refreshment of all relevant
resolutions relating to the A Shares Issue in the same structure and manner and
in essentially identical terms as those considered and passed at the 2004 EGM
and the 2004 CSMs for a one year period expiring on 20 June 2006.



The Company had applied to the CSRC for the A Shares Issue and the CSRC
indicated on 1 April 2005 its acceptance to review such application. The A
Shares Issue is, as at the Latest Practicable Date, not completed. In the
circumstances, the Board has, in compliance with the relevant PRC laws and
regulations, resolved to seek approval from the Shareholders, by way of special
resolutions to be sought at the 2005 AGM and the 2006 CSMs, to refresh for a
further one-year period from the date of the 2005 AGM and 2006 CSMs all relevant
resolutions relating to the A Shares Issue in the same structure and manner and
in essentially identical terms as those considered and passed at the 2004 EGM
and 2004 CSMs, with, in respect of the relevant resolution regarding the each of
the Private Placement Agreements, CDGC and TJIC, their respective associates and
parties acting in concert with them abstaining from voting at the 2005 AGM.



We wish to draw your attention to the letter of advice issued by DBS Asia which
is set out on pages 17 to 23 of the Circular. We have discussed that letter and
the advice contained therein with DBS Asia. Having considered, among other
things, the factors and reasons considered by, and the advice of, DBS Asia, as
stated in the aforementioned letter, we are of the opinion that the terms
regarding the proposed issue of A Shares by the Company to each of CDGC and TJIC
under the Private Placement Arrangements are fair and reasonable and in the
interests of the Company and the Shareholders as a whole. Accordingly, we
recommend that the Independent Shareholders to vote in favour of the special
resolution to refresh for a one-year period from the date of the 2005 AGM
regarding the issue of a maximum of 301,704,761 A Shares to CDGC and a maximum
of 92,358,600 A Shares to TJIC by the Company (i.e. the Private Placement
Arrangements) at the 2005 AGM.



                               Yours faithfully,

                                  XIE Songlin

                                   XU Daping

                                   LIU Chaoan

                                  YU Changchun

                                    XIA Qing

                          Independent Board Committee



LETTER FROM DBS ASIA



The following is the text of the letter of advice dated 3 May 2006 from DBS Asia
to the Independent Board Committee and the Independent Shareholders in respect
of the terms of the proposed issue of A Shares by the Company to each of CDGC
and TJIC under the Private Placement Arrangements prepared for the purpose of
incorporation into this circular:



                                                                      3 May 2006



To the Independent Board Committee and the Independent Shareholders of

  Datang International Power Generation Company Limited



Dear Sirs,



                             CONNECTED TRANSACTIONS

                        PROPOSED ISSUE OF A SHARES UNDER

                       THE PRIVATE PLACEMENT ARRANGEMENTS



We refer to our engagement as the independent financial adviser to the
Independent Board Committee and the Independent Shareholders in relation to the
Private Placement Arrangements, details of which are contained in a circular
(the 'Circular') issued by the Company to the Shareholders dated 3 May 2006, of
which this letter forms part. Expressions used in this letter shall have the
same meanings as defined in the Circular unless the context otherwise requires.



As each of CDGC and TJIC is a substantial shareholder of the Company as at the
Latest Practicable Date, the proposed issue and allotment of A Shares to CDGC
and TJIC under the Private Placement Arrangements, if materialised, constitute
connected transactions of the Company under the Listing Rules. Our scope of work
under this engagement is to assess the fairness and reasonableness of the terms
of such connected transactions insofar as the Independent Shareholders are
concerned and to provide our advice to the Independent Board Committee and the
Independent Shareholders as to whether or not the proposed issue and allotment
of A Shares to CDGC and TJIC under the Private Placement Arrangements is fair
and reasonable and in the interests of the Company and the Shareholders as a
whole. It is not within our scope of work to opine on any other aspects of the A
Shares Issue or the A Shares Issue as a whole.



In arriving at our opinion and recommendations, we have relied on the
statements, information and facts supplied, and representations made to us, by
the Directors, and advisers and representatives of the Company (including those
contained or referred to in the Circular). We have also relied on the
assumptions described in the Circular being materialised in deriving our
opinions and recommendations. We have assumed that the statements, information,
facts and representations contained or referred to in the Circular were true,
complete and accurate in all respects at the time they were made and given and
continue to be so in all respects at the date of the despatch of the Circular.
We have also assumed that all statements of beliefs, opinions, assumptions and
intentions made by the Directors in the Circular were reasonably made after due
and careful enquiry and were based on honestly-held opinions. We have no reason
to doubt the truth, accuracy and completeness of the information provided and
representations made to us by the Directors. We have relied on certain
information available to the public and have assumed such information to be
accurate and reliable, and we have not independently verified the accuracy of
such information. We have also been advised by the Directors and believe that no
material facts have been omitted from the information and representations
provided in and referred to in the Circular.



We consider that we have been provided and have reviewed sufficient information
to reach an informed view, to justify reliance on the accuracy of the
information and representations contained in the Circular and to provide a
reasonable basis for our opinion and recommendations. We have no reason to
suspect that any relevant information has been withheld, nor are we aware of any
facts or circumstances which would render the information provided and the
representations made to us to be untrue, inaccurate, or misleading. We have not,
however, conducted an independent verification of the information provided to us
by the Directors nor have we conducted any form of in-depth investigation into
the businesses and affairs or the prospects of the Company or any of its
respective subsidiaries or associates or any related transactions referred to in
the Circular.



Principal factors and reasons considered



In arriving at our opinion with regard to the terms of the proposed issue of A
Shares to each of CDGC and TJIC under the Private Placement Arrangements, we
have considered the principal factors and reasons set out below:



Background and principal terms



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



The A Shares Issue was conditionally approved by the Shareholders by way of
special resolutions at the 2004 EGM and by holders of H Shares and domestic
shares of the Company in the respective 2004 CSMs (the 'Previously Approved A
Shares Issue'). These resolutions were, in compliance with and as legally
required under the relevant PRC laws, passed with effect for a period of one
year from the date of the 2004 EGM and the 2004 CSMs, each expired on 21 June
2005.



With reference to the announcement dated 4 May 2005 issued by the Company and
the Company's circular dated 25 May 2005, the Company sought to obtain the
approval from the Shareholders for the refreshment of all relevant resolutions
relating to the A Shares Issue in the same structure and manner and in
essentially identical terms as those considered and passed at the 2004 EGM and
the 2004 CSMs for a one-year period expiring on 20 June 2006. Such approval from
the Shareholders had been obtained by way of special resolutions sought at the
2004 AGM and 2005 CSMs held on 21 June 2005.



As mentioned in the letter from the Board contained in the Circular, the
Previously Approved A Shares Issue was, as at the Latest Practicable Date, not
completed due to the fact that the formal approval from the CSRC is still
pending. The Company anticipates that the A Shares Issue cannot be completed
before the expiry of the aforementioned one-year extension period expiring on 20
June 2006. In view of these circumstances, the Board has resolved to seek
approval from the Shareholders, by way of special resolutions to be sought at
the 2005 AGM and the 2006 CSMs, to refresh for a further one-year period from
the date of the 2005 AGM and 2006 CSMs all relevant resolutions relating to the
Previously Approved A Shares Issue in the same structure and manner and in
essentially identical terms as those considered and passed at the 2004 EGM and
the 2004 CSMs. The Directors are of the view that the refreshment of all
resolutions relating to the Previously Approved A Shares Issue and the Private
Placement Arrangements for a further one-year period are in the interests of the
Company and the Shareholders as a whole.



As stated in the announcement of the Company dated 19 April 2006, the Company
had applied to the CSRC in connection with the A Shares Issue and the CSRC
indicated on 1 April 2005 its acceptance to review such application. The A
Shares Issue of not more than 1,000,000,000 A Shares will involve (i) the issue
of a maximum of 301,704,761 A Shares and 92,358,600 A Shares to CDGC and TJIC,
respectively, at the same issue price as the A Shares to be issued under the
Public Subscription Tranche; and (ii) the issue of a maximum of 605,936,639 A
Shares to natural persons and institutional investors (except those prohibited
by PRC laws or regulations) within the PRC. Further details regarding the
structure and other aspects of the A Shares Issue are contained in the letter
from the Board contained in the Circular.



In connection with the Private Placement Arrangements, each of CDGC and TJIC
issued a written commitment in favour of the Company that CDGC and TJIC will
fully subscribe in cash, at the same issue price as the A Shares to be issued
under the Public Subscription Tranche, for a maximum of 301,704,761 A Shares and
92,358,600 A Shares, respectively to be allocated to it under the Private
Placement Arrangements. The numbers 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.



We note that, as at the Latest Practicable Date, each of CDGC and TJIC
controlled, or was entitled to exercise control, approximately 35.43% and 10.84%
of the voting rights in respect of the issued share capital of the Company,
respectively. As stated in the letter from the Board contained in the Circular,
so far as the Directors are aware and as at the date of the Circular, none of
the associates of each of CDGC and TJIC holds any H Shares or domestic shares of
the Company. 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, if materialised, will constitute connected
transaction under Chapter 14A of the Listing Rules and is subject to the
approval of the Independent Shareholders in the 2005 AGM. In accordance with the
Listing Rules, CDGC and TJIC, their respective associates and parties acting in
concert with them will abstain from voting in the resolution(s) regarding the
extension of the validity period of the Private Placement Arrangements for a
further one year.



Reasons for the A Shares Issue



As stated in the letter from the Board, the Directors believe that with the
proceeds raised from the A Shares Issue, the Company could further develop its
business in the development, construction and operation of power plants in the
PRC.



It is intended that not more than RMB6 billion will be raised from the A Shares
Issue and the proceeds therefrom are intended to be used as follows:



(a)    approximately RMB261 million to complete the Datang Shentou power
generation project;



(b)    approximately RMB113 million to complete the Datang Liancheng power
generation project;



(c)    approximately RMB321 million to complete the Datang Honghe power
generation project;



(d)    approximately RMB854 million to complete the Datang Pengshui hydropower
generation project;



(e)    approximately RMB547 million to complete phase III of the Datang Tuoketuo
power generation project;



(f)    approximately RMB1,089 million to complete the Datang Chaozhou power
generation project;



(g)    approximately RMB235 million to complete phase I of the Datang Ningde
power generation project; and



(h)    approximately RMB506 million to complete phase I of the Datang Wushashan
power generation project.



The remaining balance of the proceeds from the A Shares Issue, if any, will be
used as additional working capital of the Company and for the development of
other power generation projects as approved by the Board and the relevant
government authorities in the PRC.



We were advised by the Company that the Company may adjust its proposal
regarding its intended use of net proceeds to be raised from the A Shares Issue
and it is possible that more power generation projects will be undertaken in
addition to the ones described above. In addition, we note that the final number
of A Shares to be issued may be less than 1 billion depending on the market
condition and business needs of the Company when the A Shares Issue is approved
by the relevant PRC regulatory authorities.



To the extent that the net proceeds from the A Shares Issue are not immediately
required for the above projects, the Company may place such funds in deposits
with banks. The Board is authorised to make appropriate adjustments to the use
of proceeds from the A Shares Issue and to determine the final plan for the use
of proceeds as approved by the Shareholders in the 2004 EGM.



The Company advised us that the Directors believe demand for electricity in the
PRC will continue to be strong in the forthcoming years and it has undertaken
detailed feasibility and return studies for each of the projects. We note that
the Company intends to utilise the net proceeds from the A Shares Issue towards
its core business of power generation.



Taking into account the intended use of proceeds and the funding requirements of
the Company, we concur with the view of the Directors that the A Shares Issue,
the Private Placement Arrangements and the refreshment of their respective
validity period of the Private Placement Arrangements for a further one-year
period from the date of the 2005 AGM and 2006 CSMs are in the interests of the
Company and the Shareholders as a whole.



The A Shares Issue will 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
since the A Shares will be sold to natural persons and institutional investors
in the PRC.



The Directors indicated that they have considered various fund raising
alternatives (including issue of convertible bonds and placing of H Shares) and
have concluded that the A Shares Issue is appropriate for the Company at this
stage having considered the facts that preparation work for the A Shares Issue
has been undertaken for an extended period of time and that the A Shares Issue
could raise the profile of the Company in the PRC. We consider such view of the
Directors to be reasonably based.



Regulatory requirements for holding of the A Shares



According to the current PRC laws and regulations, unless specifically approved,
A Shares can only be subscribed by natural persons and institutional investors
in the PRC. Accordingly, while the proposed issue of A Shares to CDGC and TJIC
under the Private Placement Arrangements constitute connected transactions of
the Company under the Listing Rules, the Company is effectively not allowed to
extend similar private placement arrangements to the holders of H Shares due to
the restrictions of the relevant PRC laws and regulations for A Shares.



Shareholding and dilution effect of the A Shares Issue



Assuming that a total of 1,000,000,000 A Shares are issued under the A Shares
Issue, of which a total of 301,704,761 A Shares and 92,358,600 A Shares are
allocated and issued to CDGC and TJIC respectively (without considering any
conversion of the Convertible Bond), the approximate shareholding percentage of
CDGC and TJIC in the Company will be diluted from 35.43% and 10.84%,
respectively, immediately before completion of the A Shares Issue to 34.57% and
10.58%, respectively, immediately upon completion of the A Shares Issue. The
aggregate shareholding of the Independent Shareholders (excluding the holders of
the A Shares pursuant to the A Shares Issue) will decrease from approximately
53.73% immediately before completion of the A Shares Issue to approximately
45.01% immediately upon completion of the A Shares Issue. The aggregate
shareholding of H Shares will be diluted from approximately 27.71% immediately
before completion of the A Shares Issue to approximately 23.21% immediately upon
completion of the A Shares Issue. The aggregate amount of H Shares and such A
Shares to be issued and held by the public following completion of the A Shares
Issue will represent approximately 33.04% of the then total enlarged issued
share capital of the Company.



We are given to understand from the Company that BEIH and HCIC are not prepared
to participate in the Private Placement Arrangements on their own accord. We
note that following completion of the A Shares Issue and the Private Placement
Arrangements, CDGC will continue to be the controlling shareholder of the
Company and that each of BEIH, HCIC and TJIC will continue to be a substantial
shareholder of the Company. The Directors consider that the maintenance of such
relationship between the Company and each of CDGC, BEIH, HCIC and TJIC is
instrumental to the future continuing performance of the Company. Given the
importance of communications with governmental authorities in the industry
sector that the Company is operating in and the fact that CDGC, BEIH, HCIC and
TJIC are among the key state-owned companies operating in such industry in the
PRC, we concur with such view of the Directors.



We also note, given the fact that the Independent Shareholders (except for BEIH
and HCIC) are effectively not legally allowed to subscribe or hold any A Shares
to be issued under the A Shares Issue, the individual shareholding levels of
each shareholder of the Company (excluding CDGC and TJIC) shall be diluted due
to the issue of A Shares under the A Shares Issue as a whole rather than as a
result of the proposed issue of A Shares to each of CDGC and TJIC under the
Private Placement Arrangements.



Having considered (a) the Company's proposal regarding its intended use of net
proceeds, and (b) the potential valuation of the Company in the A Share market,
we are of the view that the potential shareholding dilution effect is considered
to be acceptable so far as the Independent Shareholders are concerned.



Pricing of the A Shares Issue under the Private Placement Arrangements



The A Shares Issue (including the proposed issue of A Shares to each of CDGC and
TJIC), as stated in the letter from the Board contained in the Circular, shall
be conducted in accordance with the requirements of the CSRC and is subject to,
among other things, the approval and/or endorsement of the CSRC. The issue price
as well as the pricing mechanism for the A Shares Issue will, as may be required
under the relevant PRC laws and regulations, be subject to the approval of all
relevant PRC regulatory authorities including the CSRC, and be determined in
accordance with strict market principles based on the PRC securities market
condition at the time when the A Shares Issue takes place.



We note that the issue of A Shares to each of CDGC and TJIC will be at the same
issue price as the issue price for the A Shares to be issued under the Public
Subscription Tranche. We consider the basis for determining the issue price for
the A Shares to be issued to each of CDGC and TJIC to be in line with market
practice and reasonable so far as the Independent Shareholders are concerned. We
also note that there were precedents whereby new A shares were proposed to be
issued to the existing state-owned shareholders of a H Share listed company on
the Hong Kong Stock Exchange.



Opinion



Having considered all of the principal analyses, factors and reasons discussed
above, we are of the opinion that the terms of the proposed issue of A Shares by
the Company to each of CDGC and TJIC under the Private Placement Arrangements
and the refreshment of the validity period of the Private Placement Arrangements
for a further one year period from the date of the 2005 AGM and 2006 CSMs are
fair and reasonable so far as the Independent Shareholders are concerned and are
in the interests of the Company and the Shareholders as a whole. Accordingly, we
would recommend the Independent Shareholders to vote at the 2005 AGM in favour
of the resolution for refreshing the validity period of the Private Placement
Arrangements for a further one year period.



                               Yours faithfully,

                              For and on behalf of

                            DBS ASIA CAPITAL LIMITED

                                Kelvin S.K. Lau

                               Managing Director



                                                    APPENDIX GENERAL INFORMATION



RESPONSIBILITY STATEMENT



This circular includes particulars given in compliance with the Listing Rules
for the purpose of giving information with regard to the Company. The Directors
collectively and individually accept full responsibility for the accuracy of the
information contained in this circular and confirm, having made all reasonable
enquiries that to the best of their knowledge and belief, there are no other
facts the omission of which would make any statement in this circular
misleading.



DISCLOSURE OF INTERESTS



Directors, chief executive and supervisors of the Company



(i)   As at Latest Practicable Date, none of the Directors, supervisors and
chief executive of the Company have any interests and short positions in the
shares, underlying shares and/or debentures (as the case may be) of the Company
or any of its associated corporations (within the meaning of the SFO) which was
required to be notified to the Company and the Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of the SFO (including interest and short position
which any such Director, chief executive or supervisor is taken or deemed to
have under such provisions of the SFO) or which was required to be entered into
the register required to be kept by the Company under section 352 of the SFO or
which was otherwise required to be notified to the Company and the Hong Kong
Stock Exchange pursuant to the Model Code for Securities Transactions by
Directors of Listed Issuers as contained in Appendix 10 in the Listing Rules.



(ii)  As at the Latest Practicable Date, none of the Directors, proposed
Directors, supervisors or proposed supervisors of the Company has any direct or
indirect interest in any assets which have since 31 December 2005 (being the
date to which the latest published audited financial statements of the Company
were made up) been acquired or disposed of by or leased to any member of the
Group, or are proposed to be acquired or disposed of by or leased to any member
of the Group.



Substantial shareholders of the Company



As at Latest Practicable Date, so far as the Directors are aware, each of the
following persons, not being a Director, chief executive or supervisor of the
Company, had an interest in the Shares which falls to be disclosed to the
Company and the Hong Kong Stock Exchange under the provisions of Division 2 and
3 of Part XV of the SFO:


                                                                        Percentage to     Percentage to   Percentage
                                                                        issued share      total issued    to total
Name of                                No. of                           total capital     domestic        Issued
Shareholder          Class of Share    Shares held         Capacity     of the Company    Shares          H Shares
                                                                        (%)               (%)             (%)
CDGC (Note 1)        Domestic Shares   1,828,768,200(L)    Beneficial   35.43             49              -
                                                             owner
BEIH (Note 2)        Domestic Shares   671,792,400(L)      Beneficial   13.01             18              -
                                                             owner
HCIC (Note 3)        Domestic Shares   671,792,400(L)      Beneficial   13.01             18              -
                                                             owner
TJIC (Note 4)        Domestic Shares   559,827,000(L)      Beneficial   10.84             15              -
                                                             owner
Templeton Asset      H Share           174,582,320(L)      Beneficial   3.38              -               12.20(L)
  Management                                                 owner
  Limited
J.P.Morgan Chase     H Share           120,564,646(L)      Beneficial   2.34              -               8.43(L)
  & Co.                                67,258,000(P)         owner      1.30                              4.70(P)
Credit Suisse        H Share           94,204,864(L)       Beneficial   1.82              -               6.58(L)
  Group                                22,922,000(S)         owner      0.44                              1.60(S)
                                       395,081(P)                       0.008             -               0.03(P)



(L) means long position (S) means short position (P) means lending pool



Notes:



1.     Each of Mr. Zhai Rouyu, Mr. Hu Shengmu and Mr. Fang Qinghai, all
non-executive Director, is an employee of CDGC.



2.     Each of Mr. Liu Haixia and Ms. Guan Tiangang, both non-executive
Director, is an employee of BEIH.



3.     Each of Mr. Su Tiegang and Mr. Ye Yonghui, both non-executive Director,
is an employee of HCIC.



4.     Mr. Tong Yunshang, a non-executive Director, is an employee of TJIC.



Save as disclosed above and so far as the Directors are aware, as at the Latest
Practicable Date, no other person had an interest or short position in the
Company's shares or underlying shares (as the case may be) which would fall to
be disclosed to the Company and the Hong Kong Stock Exchange under the
provisions of Divisions 2 and 3 of Part XV of the SFO.



INTEREST IN CONTRACT



As at Latest Practicable Date, none of the Directors or the Company's
supervisors was materially interested in any contract or arrangement subsisting
as at the date of this circular which is significant to the business of the
Group.



SERVICE CONTRACT



As at the Latest Practicable Date, none of the Directors, proposed directors,
supervisors or proposed supervisors of the Company had any existing or proposed
service contract with any member of the Group (excluding contracts expiring or
determinable by the Company within one year without payment of compensation
(other than statutory compensation)).



DIRECTORS' INTERESTS IN COMPETING BUSINESS



As at the Latest Practicable Date, none of the directors of the Company and its
subsidiaries, or their respective associates has interests in the businesses,
other than being a director of the Company and/or its subsidiaries and their
respective associates, which compete or are likely to compete, either directly
or indirectly, with the businesses of the Company and its subsidiaries.



NO MATERIAL ADVERSE CHANGE



At the Latest Practicable Date, none of the Directors was aware of any material
adverse change in the financial or trading position of the Group since 31
December 2005 (being the date to which the latest published audited financial
statements of the Company were made up).



PROCEDURE TO DEMAND A POLL



Pursuant to the Articles of Association, a general voting shall be made at the
shareholders' meeting by a show of hands. However,



(A)   the chairman of the meeting; or



(B)   at least two Shareholders present in person or by proxy entitled to vote
at the meeting; or



(C)   one or more Shareholders present in person or by proxy representing 10% or
more of the total voting rights of all the Shareholders,



shall have the right to request for a voting by poll before or after a voting by
show of hands. A person who has made a request for voting by poll can withdraw
such demand.



LITIGATION



No member of the Company and its subsidiaries is at present engaged in any
litigation or arbitration of material importance to the Company and its
subsidiaries and no litigation or claim of material importance to the Company
and its subsidiaries is known to the Directors or the Company to be pending or
threatened by or against any member of the Company and its subsidiaries.



QUALIFICATION OF EXPERT AND CONSENT



The following is the qualification of the expert who has been named in this
circular or has given opinion or advice contained in this circular:


Name                          Qualification
DBS Asia Capital Limited      A licensed corporation to carry out types 1, 4 and 6 of the regulated activities under
                              the SFO



DBS Asia has given and has not withdrawn its written consent to the issue of
this circular, with the inclusion herein of its report, letter and/or
certificate (as the case may be) and references to its name, in the form and
context in which its appears.



As at 17 April 2006, except for 20,000 H Shares held by the holding company of
DBS Asia, DBS Asia did not have any interest in the securities of the Company or
any shareholding in its subsidiaries or had the right (whether legally
enforceable or not) to subscribe for or to nominate persons to subscribe for
securities in the Company or its subsidiaries.



As at the Latest Practicable Date and save as disclosed herein, DBS Asia did not
have any interest, direct or indirect, in any assets which had, since 31
December 2005, being the date to which the latest published audited accounts of
the Company were made up to, been acquired or disposed of by or leased to the
Company or its subsidiaries or were proposed to be acquired or disposed of by or
leased to the Company or its subsidiaries.



GENERAL



(a)  The English text of this circular shall prevail over the Chinese text.



(b)  The registered and head office of the Company is situated at No. 482,
Guanganmennei Avenue, Xuanwu District, Beijing, the PRC.



(c)  The place of business of the Company in Hong Kong is at c/o Simmons &
Simmons, 35th Floor, Cheung Kong Center, 2 Queen's Road Central, Central, Hong
Kong.



(d)  The Hong Kong share registrar and transfer office of the Company is
Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong.



(e)  The secretary of the Company is Mr. Yang Hongming, who is a senior
economist and was graduated from North China Power College.



(f)   The Company has been using its best endeavour in finding a suitable
candidate to assume the position of qualified accountant, as required under Rule
3.24 of the Listing Rules (the 'Rule'), since the effective date of the Rule.
Due to the practical difficulties in finding candidate who has relevant
experience in the power industry, the Company has yet to appoint a qualified
accountant as required under the Rule and the Company will continue to use its
best endeavour in finding a suitable candidate to assume such position as soon
as practicable.



DOCUMENTS AVAILABLE FOR INSPECTION



Copies of the following documents are available for inspection at the principal
place of business in Hong Kong of the Company at 35th Floor, Cheung Kong Center,
2 Queen's Road Central, Hong Kong during normal business hours from the date of
this circular up to and including 18 May 2006:



(a)   the letter from the Independent Board Committee, the text of which is set
out in this circular;



(b)   the letter from DBS Asia, the text of which is set out in this circular;
and



(c)   the written consent referred to under the paragraph headed 'Qualifications
of Expert and Consent' in this Appendix.



NOTICE OF ANNUAL GENERAL MEETING



Datang International Power Generation Co., Ltd.

(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)

                               (Stock Code: 991)



                        NOTICE OF ANNUAL GENERAL MEETING

                                      AND

                  CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS



NOTICE IS HEREBY GIVEN that the annual general meeting of Datang International
Power Generation Co., Ltd. (the 'Company') for the year 2005 (the '2005 AGM')
will be held at the Company's Conference Room No. 804, No. 482, Guanganmennei
Avenue, Xuanwu District, Beijing, the People's Republic of China at 9:00 a.m. on
20 June 2006 for the purposes of considering and, if thought fit, passing the
following resolutions:



A.    Ordinary Resolutions:



1.     to consider and approve the report of the board of directors of the
Company for the year 2005;



2.     to consider and approve the report of the supervisory committee of the
Company for the year 2005;



3.     to consider and approve the audited financial statement of the Company
for the year 2005;



4.     to consider and approve the budget of the Company for the year 2006;



5.     to consider and approve the profit distribution plan of the Company for
the year 2005;



6.     to consider and approve the proposed re-appointment of
PricewaterhouseCoopers Zhong Tian Certified Public Accountants Company Limited
and PricewaterhouseCoopers as the Company's domestic and international auditors,
respectively, and to authorise the board of directors of the Company to fix
their remunerations;



7.     to consider and approve the proposed granting of an conditional
authorisation to the board of directors of the Company to consider and approve
relevant investment plan(s) of the Company from time to time (note 1);



8.     to consider and approve any proposals by way of ordinary resolution put
forward by shareholder(s) holding 5% or more of the total number of shares of
the Company with voting rights (if any).



B.     Special Resolutions:



1.     to consider and approve the proposed granting of an unconditional general
mandate to the board of directors of the Company to issue, allot and deal with
any additional new shares of up to 20% of the total number of shares in issue
(note 2);



2.     (a)   conditional on the passing of the special resolution numbered 2(b)
below, to consider and approve the proposed refreshment of the validity period
of all relevant resolutions relating to the A Shares Issue (as defined below)
and referred to in special resolution numbered one in the notices of the 2004
EGM (as defined below) and 2004 CSMs (as defined below) dated 6 May 2004 (save
for the Private Placement Arrangements (as defined below)) in the same structure
and manner and in essentially identical terms as those considered and passed at
the extraordinary general meeting ('2004 EGM') and the class shareholders
meeting of the Company for each of the holders of H shares and holders of
domestic shares of the Company ('2004 CSMs') held on 22 June 2004 for a further
one year commencing from the date of the passing of this special resolution and
the authorisation of the Board to make the final decision, do all acts and sign
all such agreements and/or documents as the Board deems necessary for completing
the A Shares Issue (save for the Private Placement Arrangements) (note 3);



2      (b)   conditional on the passing of the special resolution numbered 2(a)
above, to consider and approve the proposed refreshment of the validity period
of the Private Placement Arrangements (as defined below) approved at the 2004
EGM and 2004 CSMs for a further one year commencing from the date of the passing
of this special resolution and the authorisation of the Board to make the final
decision, do all acts and sign all such agreements and/or documents as the Board
deems necessary for completing the Private Placement Arrangements (note 3);



3.     to consider and approve any proposal by way of special resolution put
forward by shareholder(s) holding 5% or more of the total number of shares of
the Company with voting rights (if any).



CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS



Holders of H shares of the Company ('H Shares') should note that, pursuant to
the Articles of Association, no transfer of H Shares will be registered from 21
May 2006 to 20 June 2006, both dates inclusive. Holders of H Shares whose names
are registered in the register of members at the close of business on 19 May
2006 are entitled to attend and vote at the 2005 AGM. Pursuant to the
announcement of the Company dated 27 March 2006, the Board has recommended a
dividend of RMB0.228 per share for the year ended 31 December 2005, which will
be paid on or before 30 -June 2006. Holders of H Shares whose names appear on
the H Share register of members of the Company at the close of business on 19
May 2006 are entitled to such dividends.



                             By order of the Board

                                 Yang Hongming

                               Company Secretary



Beijing, the People's Republic of China, 3 May 2006



Notes:



1.     The authorisation proposed to be granted to the board of directors of the
Company (the 'Board') to approve the relevant investment plan(s) of the Company
from time to time as set out in the proposed resolution numbered 7 above is
subject to the compliance of the relevant requirements under the Rules Governing
the Listing of Securities on the Stock Exchange of Hong Kong Limited.



2.     An unconditional general mandate to be granted to the Board to issue new
shares of the Company of up to 20% of the total number of shares of the Company
in issue is proposed as follows:



(a)   subject to paragraph (c) below, the exercise by the Board during the
Relevant Period (as defined below) of all the powers of the Company to allot,
issue and deal with additional shares of the Company and to make or grant
offers, agreements and options which might require the exercise of such powers
be hereby generally and unconditionally approved;



(b)   the approval in paragraph (a) shall authorise the Board during the
Relevant Period to make or grant offers, agreements and options which might
require the exercise of such powers after the end of the Relevant Period;



(c)   the amount of additional domestic shares or overseas-listed foreign
invested shares ('H Shares') (as the case may be) allotted, issued and dealt
with or agreed conditionally or unconditionally to be allotted, issued and dealt
with either separately or concurrently by the Board pursuant to the approval in
paragraph (a) shall not exceed 20% of each of the Company's existing domestic
shares and H Shares (as the case may be) in issue at the date of passing this
special resolution; and



(d)   for the purpose of this special resolution:



'Relevant Period' means the period from the passing of this special resolution
until the earlier of: (i) the conclusion of the next annual general meeting of
the Company; (ii) the expiration of the 12 months period following the passing
of this special resolution; and (iii) the revocation or variation of the
authority given to the Board under this special resolution by a resolution of
the Company's shareholders in general meetings.



3.     At the 2004 EGM and the 2004 CSMs, the resolutions in relation to the
Company's application for the issue of not more than 1,000,000,000 Renminbi
('RMB') denominated ordinary shares of RMB1.00 each ('A Shares'), comprising a
private placing of not more than 301,704,761 A Shares and 92,358,600 A Shares to
China Datang Corporation and Tianjin Jinneng Investment Company, respectively,
(the 'Private Placement Arrangements') and a public offer of not more than
605,936,639 A Shares to natural persons and institutional investors within the
PRC (except those prohibited by PRC laws and regulations) (the 'Public
Subscription Tranche')(collectively, the 'A Shares Issue') were considered and
approved. The Board was authorised to make all decisions in relation to the A
Shares Issue which was valid for one year from the date of the 2004 EGM and the
2004 CSMs, expiring on 21 June 2005. By way of special resolutions sought at the
2004 AGM and 2005 CSMs expired on 21 June 2005, the Company obtained the
approval from the Company's shareholders for the refreshment of all relevant
resolutions relating to the A Shares Issue in the same structure and manner and
in essentially identical terms as those considered and passed at the 2004 EGM
and the 2004 CSMs for a one year period expiring on 20 June 2006.As at the date
hereof, the A Shares Issue is not completed. The Board resolved to seek approval
from the shareholders of the Company to refresh the validity period of the A
Shares Issue and the authorisation of the Board to do all act in respect thereof
as the Board sees fit for a further period of one year from the date of the 2005
AGM and 2006 CSMs.



4.     Other Matters



(1)   Any shareholder of the Company entitled to attend and vote at the 2005 AGM
is entitled to appoint one or more proxies to attend and vote on his behalf. A
proxy need not be a shareholder of the Company.



(2)   If more than one proxy are appointed to attend the meeting, the voting
rights can only be exercised by way of poll.



(3)   If the proxy form of a holder of H Shares is signed by any person other
than the shareholder of the Company, the power of attorney or other authority
should be notarially certified. To be valid, notarially certified copy of the
power of attorney or other authority, together with the proxy form, must be
deposited at the Company's H share registrar, Computershare Hong Kong Investor
Services Limited of 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong not less than 24 hours before the holding of the 2005 AGM.



(4)   If the proxy form of a holder of domestic shares of the Company is signed
by any person other than the shareholder of the Company, the power of attorney
or other authority should be notarially certified. To be valid, notarially
certified copy of the power of attorney or other authority, together with the
proxy form, must be deposited at the Company at 8/F, No. 482, Guanganmennei
Avenue, Xuanwu District, Beijing, the People's Republic of China. Postcode:
100053, not less than 24 hours before the holding of the 2005 AGM.



(5)   Shareholders of the Company who intend to attend the 2005 AGM are required
to send the Notice of Attendance to the registered address of the Company by
hand, post, cable or fax on or before 30 May 2006. Completion and return of the
Notice of Attendance will not affect the right of shareholders of the Company to
attend the 2005 AGM.



(6)   The 2005 AGM is expected to last for half a day. Shareholders of the
Company or their proxies (if any) attending the 2005 AGM shall be responsible
for their own travel and accommodation expenses.



Registered Address of the Company:

8/F, No. 482, Guanganmennei Avenue,

Xuanwu District, Beijing,

The People's Republic of China

Postcode: 100053

Tel: [phone] Fax: [phone] or (8610) 83581907



NOTICE OF H Shares class meeting



Datang International Power Generation Co., Ltd.

(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)

                               (Stock Code: 991)



NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ('RMB')
denominated ordinary shares of RMB1.00 each in the registered capital of Datang
International Power Generation Co., Ltd. (the 'Company') which are subscribed
for and traded in Hong Kong dollars ('H Shares') will be held on 20 June 2006 at
11:00 a.m. (or immediately after the 2005 annual general meeting of the Company
(the '2005 AGM') to be held on the same date and at the same place) at
Conference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu District,
Beijing, the People's Republic of China (the 'PRC') (the 'H Shares Class
Meeting') to consider and, if thought fit, to pass the following resolution:



THAT the validity period of all relevant resolutions relating to the A Shares
Issue (as defined below) and referred to in special resolution numbered one in
the notices of the 2004 EGM (as defined below) and 2004 CSMs (as defined below)
dated 6 May 2004 in the same structure and manner and in essentially identical
terms as those considered and passed at the extraordinary general meeting ('2004
EGM') and the class shareholders meeting of the Company for each of the holders
of H Shares and holders of domestic shares of the Company ('2004 CSMs') held on
22 June 2004 and the authorisation of the board of directors of the Company (the
'Board') to make the final decision, do all acts and sign all such agreements
and/or documents as the Board deems necessary for completing the A Shares Issue
be extended for a further one year commencing from the date of the passing of
this special resolution be and is hereby considered and approved. (note 1)



                             By order of the Board

                                 Yang Hongming

                               Company Secretary



Beijing, the People's Republic of China, 3 May 2006



Notes:



1.     At the 2004 EGM and the 2004 CSMs, the resolutions in relation to the
Company's application for the issue of not more than 1,000,000,000 RMB
denominated ordinary shares of RMB1.00 each ('A Shares'), comprising a private
placing of not more than 301,704,761 A Shares and 92,358,600 A Shares to China
Datang Corporation and Tianjin Jinneng Investment Company, respectively, and a
public offer of not more than 605,936,639 A Shares to natural persons and
institutional investors within the PRC (except those prohibited by PRC laws and
regulations) (the 'A Shares Issue') were considered and approved. The Board was
authorised to make all decisions in relation to the A Shares Issue which was
valid for one year from the date of the 2004 EGM and the 2004 CSMs, expired on
21 June 2005. By way of special resolutions sought at the 2004 AGM and 2005 CSMs
held on 21 June 2005, the Company obtained the approval from the Company's
shareholders for the refreshment of all relevant resolutions relating to the A
Shares Issue in the same structure and manner and in essentially identical terms
as those considered and passed at the 2004 EGM and the 2004 CSMs for a one year
period expiring on 20 June 2006. As at the date hereof, the A Shares Issue is
not completed. The Board resolved to seek approval from the shareholders of the
Company to refresh the validity period of the A Shares Issue and the
authorisation of the Board to do all act in respect thereof as it sees fit for a
further period of one year from the date of this H Shares Class Meeting.



2.     Other matters



(1)   Holders of H Shares are reminded that pursuant to the articles of
association of the Company, the register of members of the Company will be
closed from 21 May to 20 June 2006, both dates inclusive, during which period no
transfer of any H Shares will be registered. Holders of H Shares, whose names
appear on the register of members of the Company at the close of business on 19
May 2006 are entitled to attend and vote at the H Shares Class Meeting.



(2)   Every shareholder of the Company entitled to attend and vote at the H
Shares Class Meeting is entitled to appoint one or more proxies to attend and
vote on his behalf. A proxy need not be a shareholder of the Company.



(3)   A proxy of a holder of H Shares may vote by hand or vote on a poll, but a
holder of H Shares who has appointed more than one proxy may only vote on a
poll.



(4)   To be valid, holders of H Shares must deliver the proxy form and, if such
proxy is signed by a person on behalf of his appointer pursuant to a power of
attorney or other authority, the power of attorney or other authority under
which it is signed or a certified copy of that power or authority (such
certification to be made by a notary) to the Company's H Share registrar,
Computershare Hong Kong Investor Services Limited of 46/F, Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the time
scheduled for holding the H Shares Class Meeting.



(5)   Shareholders of the Company who wish to attend the H Shares Class Meeting
are required to return the notice of attendance to the Company's registered
address at 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the
PRC. Postcode: 100053. Tel: [phone], Fax: [phone] or (8610)
8358 1907, on or before 30 May 2006 (3 weeks before the date of the H Shares
Class Meeting). Completion and return of the proxy form and notice of attendance
will not preclude a holder of H Shares from attending and voting at the H Shares
Class Meeting in person.



(6)   The H Shares Class Meeting is expected to last for about half an hour.
Holders of H Shares and their proxies attending the H Shares Class Meeting shall
be responsible for their own travel and accommodation expenses.



NOTICE OF Domestic Shares class meeting



Datang International Power Generation Co., Ltd.

(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)

                               (Stock Code: 991)



NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ('RMB')
denominated ordinary shares of RMB1.00 each in the registered capital of Datang
International Power Generation Co., Ltd. (the 'Company') ('Domestic Shares')
will be held on 20 June 2006 at 11:30 a.m. (or immediately after the H shares
class meeting of the Company to be held on the same date and at the same place)
at Conference Room No. 804, No. 482 Guanganmennei Avenue, Xuanwu District,
Beijing, the People's Republic of China (the 'PRC') (the 'Domestic Shares Class
Meeting') to consider and, if thought fit, to pass the following resolutions:



THAT the validity period of all relevant resolutions relating to the A Shares
Issue (as defined below) and referred to in special resolution numbered one in
the notices of the 2004 EGM (as defined below) and 2004 CSMs (as defined below)
dated 6 May 2004 in the same structure and manner and in essentially identical
terms as those considered and passed at the extraordinary general meeting ('2004
EGM') and the class shareholders meeting of the Company for each of the holders
of H Shares and holders of domestic shares of the Company ('2004 CSMs') held on
22 June 2004 and the authorisation of the board of directors of the Company (the
'Board') to make the final decision, do all acts and sign all such agreements
and/or documents as the Board deems necessary for completing the A Shares Issue
be extended for a further one year commencing from the date of the passing of
this special resolution be and is hereby considered and approved.(note 1)



                             By order of the Board

                                 Yang Hongming

                               Company Secretary



Beijing, the People's Republic of China, 3 May 2006



Notes:



1.     At the 2004 EGM and the 2004 CSMs, the resolutions in relation to the
Company's application for the issue of not more than 1,000,000,000 RMB
denominated ordinary shares of RMB1.00 each ('A Shares'), comprising a private
placing of not more than 301,704,761 A Shares and 92,358,600 A Shares to China
Datang Corporation and Tianjin Jinneng Investment Company, respectively, and a
public offer of not more than 605,936,639 A Shares to natural persons and
institutional investors within the PRC (except those prohibited by PRC laws and
regulations) (the 'A Shares Issue') were considered and approved. The Board was
authorised to make all decisions in relation to the A Shares Issue which was
valid for one year from the date of the 2004 EGM and the 2004 CSMs, expired on
21 June 2005. By way of special resolutions sought at the 2004 AGM and 2005 CSMs
held on 21 June 2005, the Company obtained the approval from the Company's
shareholders for the refreshment of all relevant resolutions relating to the A
Shares Issue in the same structure and manner and in essentially identical terms
as those considered and passed at the 2004 EGM and the 2004 CSMs for a one year
period expiring on 20 June 2006. As at the date hereof, the A Shares Issue is
not completed. The Board resolved to seek approval from the shareholders of the
Company to refresh the validity period of the A Shares Issue and the
authorisation of the Board to do all act in respect thereof as it sees fit for a
further period of one year from the date of this Domestic Shares Class Meeting



2.     Other matters



(1)   Holders of Domestic Shares are reminded that pursuant to the articles of
association of the Company, the register of members of the Company will be
closed from 21 May 2006 to 20 June 2006, both dates inclusive, during which
period no transfer of shares of the Company will be registered. The holders of
Domestic Shares, whose names appear on the register of members of the Company on
19 May 2006 are entitled to attend and vote at the Domestic Shares Class
Meeting.



(2)   Every shareholder of the Company entitled to attend and vote at the
Domestic Shares Class Meeting is entitled to appoint one or more proxies to
attend and vote on his behalf. A proxy need not be a shareholder of the Company.



(3)   Where a holder of Domestic Shares appoints more than one proxy, his
proxies may only vote in a poll.



(4)   To be valid, holders of Domestic Shares must deliver the proxy form and,
if such proxy is signed by a person on behalf of his appointer pursuant to a
power of attorney or other authority, the power of attorney or other authority
under which it is signed or a certified copy of that power or authority (such
certification to be made by a notary) to the Company's registered address at 8/
F, No. 482, Guangamennei Avenue, Xuanwu District, Beijing, the People's Republic
of China, Postcode: 100053, in not less than 24 hours before the time scheduled
for holding the Domestic Shares Class Meeting.



(5)   Shareholders of the Company who wish to attend the Domestic Shares Class
Meeting are required to return the notice of attendance to the Company on or
before 30 May 2006 (3 weeks before the date of the meeting). Completion and
return of the notice of attendance will not preclude a holder of Domestic Shares
from attending and voting at the Domestic Shares Class Meeting in person.



(6)   The Domestic Shares Class Meeting is expected to last for about half an
hour. Holders of Domestic Shares and their proxies attending the Domestic Shares
Class Meeting shall be responsible for their own travel and accommodation
expenses.



Registered Address of the Company:

8/F, No. 482, Guanganmennei Avenue, Xuanwu District,

Beijing, People's Republic of China

Postcode: 100053

Tel: [phone] Fax: [phone] or (8610) 83581907


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