Notice of EGM

Beijing Datang Power Generation Com
07 May 2004

                 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 EXTRAORDINARY GENERAL MEETING



NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company
('Extraordinary General Meeting') will be held on 22 June 2004
at 11:00 a.m. at Conference Room No. 804, 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 the Company's application for the proposed issue of not more
than 1,000,000,000 Renminbi ('RMB') denominated ordinary shares
('A Shares'), comprising a private placing of A Shares made to
China Datang Corporation and Tianjin Jinneng Investment Company and a public
offer of A Shares to the public (the 'A Share Issue'), be and is
hereby considered and approved. The A Shares proposed to be issued shall be of
par value RMB1.00 each and the A Shares proposed to be issued to the public
shall be listed on the Shanghai Stock Exchange. Details are as follows: -



(1)         THAT the Company's issue of not more than 1,000,000,000 A
Shares pursuant to the proposed A Share Issue be and is hereby considered and
approved (Note 1);



(2)         THAT the Company's private placing in the form of
state-owned legal person shares, which are provisionally prohibited from listing
and trading, of 301,704,761 and 92,358,600 state-owned legal person shares to
China Datang Corporation and Tianjin Jinneng Investment Company respectively out
of the total amount of A Shares to be issued by the Company pursuant to the
proposed A Share Issue stated in the above resolution 1(1) be and is hereby
considered and approved (Note 2);



(3)         THAT the Company's issue of not more than 605,936,639 A
Shares to the public out of the total amount of A Shares to be issued by the
Company pursuant to the proposed A Share Issue stated in the above resolution 1
(1) be and is hereby considered and approved;



(4)         THAT the A Shares to be issued by the Company pursuant to the
proposed A Share Issue shall be of par value RMB1.00 be and is hereby considered
and approved;



(5)         THAT the A Shares to be issued by the Company to the public shall be
applied to be listed on the Shanghai Stock Exchange be and is hereby considered
and approved;



(6)         THAT the A Shares to be issued by the Company to the public pursuant
to the proposed A Share Issue shall be issued to natural persons and
institutional investors within the PRC (except those prohibited by PRC laws and
regulations) who and which have established shareholder accounts be and is
hereby considered and approved;



(7)         THAT the proposal in relation to the share of accumulated profits
among the new and old shareholders of the Company after the completion of the
proposed A Share Issue be and is hereby considered and approved (Note 3);



(8)         THAT the board of directors of the Company be and is hereby
authorised to make final decision in relation to the proposal of the A Share
Issue, sign all such agreements and/or documents, carry out all such procedures
and take all such actions as they deem necessary, in connection with the
completion of the proposed A Share Issue as well as the execution and completion
of the procedures for the listing on the Shanghai Stock Exchange of such portion
of shares to be issued to the public in the PRC after the completion of the A
Share Issue.



2.  THAT all decisions made by the Company in relation to the A Share issue,
i.e. all resolutions mentioned in 1 above, shall be valid for one year from the
date of passing of the relevant resolutions at the forthcoming Extraordinary
General Meeting of the Company and being approved by way of resolutions by
holders of H Shares of the Company at a H Shares class meeting and by holders of
domestic shares of the Company at a Domestic Shares Class Meeting be and is
hereby considered and approved.



3.  THAT the Company's proposed plan in relation to the use of proceeds
from the A Share Issue be and is hereby considered and approved, and the board
of directors of the Company be and is hereby authorised to determine the final
plan of the use of proceeds.



4.  THAT the board of directors of the Company be and is hereby authorised to
complete and file the amendments to the articles of association of the Company
with the relevant authorities for approval to such amendments.



5.  THAT the amendments to the articles of association of the Company be and is
hereby considered and approved, i.e. the change of the Company's name
from 'Beijing Datang Power Generation Co. Ltd.' to 'Datang
International Power Generation Co. Ltd.', and that the board of
directors of the Company be and is hereby authorized to file the amendments to
the articles of association of the Company with the relevant authorities for
approval to such amendments.
                                                                                      By order of the Board

                                                                                          Yang Hongming

                                                                                        Company Secretary





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



Notes:



1.  The proposed A Share Issue and the Company's proposed plan in
relation to the use of net proceeds from the A Share Issue



     The Company's shareholders are reminded to read carefully details
of the proposed A Share Issue as well as the relevant content of the proposal
made by the Company in relation to the use of proceeds from the A Share Issue as
contained in the announcement of the Company dated 6 May 2004 (the
'Announcement). Further details will be included in a circular to be despatched
to the shareholders of the Company (the 'Circular).



2.  Private placing of state-owned legal person shares to part of the holders of
domestic shares of the Company.



     Both China Datang Corporation and Tianjin Jinneng Investment Company are
substantial shareholders of the Company. Accordingly, the Company's
private placing of A Shares, being state-owned legal person shares which are
provisionally prohibited from listing and trading, to the aforesaid holders of
domestic shares of the Company will constitute connected transactions of the
Company as defined under the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited and be subject to the Company's
independent shareholders approval respectively. Details of the private placing
of A Shares are contained in the Announcement and Circular.



3.  Arrangement on accumulated profits



     After the completion of the Company's A Share Issue, the Company's
unappropriated accumulated profits as at the date of such issue shall
be shared among the new and old shareholders of the Company.



4.  Other matters



(A)     The Company's shareholders are reminded that pursuant to the
articles of association of the Company, the register of members of the Company
will be closed from 22 May 2004 to 22 June 2004, both dates inclusive, during
which period no transfer of shares will be registered. The Company's
shareholders, whose names appear on the register of members of the Company on 22
May 2004 are entitled to attend and vote at the extraordinary general meeting.



(B)     Every shareholder of the Company 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, shareholders of the Company must deliver the form of proxy
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 not less than 24 hours
before the time scheduled for holding the Extraordinary General Meeting.



(E)      Shareholders of the Company who wish to attend the Extraordinary
General Meeting are required to return to the Company notice of attendance on or
before 1 June 2004 (3 weeks before the date of the meeting). Completion and
return of this form of proxy and notice of attendance will not preclude a
shareholder of the Company from attending and voting at the Extraordinary
General Meeting in person.



(F)      Holders of H Shares shall deliver the form of proxy 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) and notice of attendance to the Company's H Share
registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716,
Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong.



(G)     Holders of domestic shares of the Company shall deliver the form of
proxy 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) and notice 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

People's Republic of China

Postal Code: 100053

Tel: [phone]

Fax: [phone]



The Extraordinary General Meeting is expected to last for about half an hour.
Shareholders of the Company and their proxies attending the Extraordinary
General Meeting shall be responsible for their own travel and accommodation
expenses.



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

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



*  independent non-executive directors





                DATANG INTERNATIONAL POWER GENERATION CO., LTD.

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



           Notice of Attendance for the Extraordinary General Meeting


Name of shareholder (Note 1) __________________________________________

Number of shares held (Note 2)________  Domestic Shares / H Shares_________

I/We intend to attend, or appoint a proxy (proxies) to attend the extraordinary general meeting of the Company to be
held at the Company's Conference Room No. 804, No. 482 Guanganmennei Avenue, Xuanwu District, Beijing, the
People's Republic of China at 11:00 a.m. on Tuesday, 22 June 2004.



Notes:



1.  Name(s) registered in the register of members to be inserted in block letters.



2.  Please insert the number of shares registered under your name(s).



3.  This notice, when duly completed and signed, is required to be delivered to the Company by hand, post, cable or fax
on or before 1 June 2004.



Holder of H shares of the Company is required to deliver this notice to the Company's H Share Registrar
Computershare Hong Kong Investor Services Limited at Rooms 1712-16, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong. Tel: [phone], Fax: [phone] or 2865 0990



Holder of domestic shares of the Company is required to deliver this notice to the Company's registered office
at its registered address at No. 482, Guanganmennnei Avenue, Xuanwu District, Beijing, the People's Republic of
China. Postcode: 100053, Tel: [phone], Fax: [phone]





Signature(s):



Date:                                     2004









END


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