Notice of EGM

Beijing Datang Power Generation Com
26 March 2002


                 BEIJING DATANG POWER GENERATION COMPANY LIMITED

                      NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will
be held on 10 May, 2002 at 9:30 a.m. at the conference room of the Company, 8/F,
No. 482 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of
China (the 'PRC') to consider and, if thought fit, to pass the following 
resolutions as special resolutions:

(1)   'THAT subject to the passing of special resolutions (2) and (3) below and
      conditional upon:

      (a)    approvals being granted by the holders of RMB denominated ordinary 
             shares with a nominal value of RMB 1.00 each in the registered 
             capital of the Company which are subscribed for and traded in Hong 
             Kong dollars ('H Shares') by way of special resolutions at a class 
             meeting of the holders of H Shares (the 'H Class Meeting') and the 
             holders of RMB denominated ordinary shares with a nominal value of 
             RMB 1.00 each in the registered capital of the Company ('Domestic
             Shares') by way of special resolutions at a class meeting of the 
             holders of Domestic Shares (the 'Domestic Class Meeting'); and

      (b)    such approvals or consents being granted by the relevant PRC 
             regulatory authorities for the issue of the Convertible Bonds (as 
             defined below) and the new H Shares to be issued upon the exercise 
             (if any) from time to time of the conversion rights attached to the 
             Convertible Bonds (as defined below),

      the Company may issue up to US$300,000,000 in principal amount of bonds 
      convertible into new H Shares on such terms and conditions as the 
      Directors determine (the 'Convertible Bonds') and the Directors be and are
      hereby authorized to issue the Convertible Bonds, such authority to expire
      twelve months after the date of this extraordinary general meeting unless 
      otherwise revoked or varied by shareholders of the Company at a general 
      meeting or by holders of H Shares or holders of Domestic Shares at their 
      respective class meetings.'


(2)   'THAT subject to the passing of special resolution (1) above and special 
      resolution (3) below, the Company may increase the registered capital of 
      the Company and make all appropriate and necessary amendments to the 
      Company's articles of association at any time as the Directors think fit 
      in order to reflect the increase in the registered capital of the Company 
      upon conversion (if any) of the Convertible Bonds, and the Directors be 
      and are hereby authorized to carry out such increase, to make such 
      amendments, to attend to and handle all necessary procedures and 
      registrations regarding the amendments to the registered capital and 
      articles of association of the Company.'


(3)   'THAT subject to the passing of special resolutions (1) and (2) above and 
      conditional upon (a) approvals being granted by the holders of H Shares by
      way of special resolutions at the H Class Meeting and by the holders of 
      Domestic Shares by way of special resolutions at the Domestic Class 
      Meeting; and (b) the issue of Convertible Bonds, the Company may issue and
      the Directors be and are  hereby authorised to issue from time to time and
      in accordance with the terms and conditions of the Convertible Bonds, such
      number of new H Shares as may be required to be issued pursuant to the 
      exercise of the conversion rights (if any) attached to the Convertible 
      Bonds.'

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


Notes:

(A)   The Company's shareholders are reminded that pursuant to Article 37 of the
      articles of association of the Company, the register of shareholders of 
      the Company will be closed from 11 April, 2002 to 10 May, 2002, both days 
      inclusive, during which period no transfer of shares will be registered. 
      The Company's shareholders, whose names appear on the register of 
      shareholders of the Company on 11 April, 2002 are entitled to attend the 
      extraordinary general meeting and to vote thereat.

(B)   Any holders of the Company's shares entitled to attend and vote at the 
      extraordinary general 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.

(C)   Where a shareholder of the Company appoints more than one proxy, his 
      proxies may only vote in a poll.

(D)   To be valid, the proxy forms for the use of shareholders and, if such 
      proxy is signed by a person on behalf of the appointor pursuant to a power
      of attorney or other authority, a notarised copy of that power of attorney
      or other authority must be delivered to the Company not less than 24 hours
      before the time scheduled for holding the extraordinary general meeting.

(E)   Shareholders of the Company who intend to attend the extraordinary general
      meeting are required to return the notices of attendance to the Company on
      or before 18 April, 2002 (3 weeks before the day of meeting).

(F)   Completion and return of the proxy forms and notices of attendance will 
      not affect the right of shareholders of the Company to attend and vote at 
      the extraordinary general meeting.

(G)   Holders of H Shares shall deliver the proxy forms (and a notarised copy of
      the power of attorney or other authority if such proxy is signed by a 
      person on behalf of the appointor pursuant to a power of attorney or other
      authority) and the notices of attendance to the Company's H Share 
      Registrar, HKSCC Registrars Limited at Room 1901-5, Hopewell Center, 
      183 Queen's Road East, Wanchai, Hong Kong.

(H)   Holders of Domestic Shares shall deliver the proxy forms (and a notarised 
      copy of the power of attorney or other authority if such proxy is signed 
      by a person on behalf of the appointor pursuant to a power of attorney or 
      other authority) and the notices of attendance to the office of the 
      Company at its registered address. Details of the Company's registered 
      address are as follows:
 

No 482 Guanganmennei Avenue
Xuanwu District
Beijing
The People's Republic of China

Tel: [phone]
Fax: [phone]
Post Code: 100053



(I)    The extraordinary general meeting is expected to last for half an hour. 
       Shareholders of the Company and proxies attending the extraordinary 
       general meeting shall be responsible for their own transportation and 
       accommodation expenses.



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