DISCLOSEABLE AND CONNECTED TRANSACTIONS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this announcement.

               DATANG INTERNATIONAL POWER GENERATION CO., LTD.                           
   (a sino-foreign joint stock limited company incorporated in the People's    
                              Republic of China)                               

                               (Stock Code: 991)                               
                                                                               
                                 ANNOUNCEMENT                                  

                    DISCLOSEABLE AND CONNECTED TRANSACTIONS                    

Keqi Investment Agreement                                                      
                                                                               
The Board announced that Energy and Chemical Company, a wholly-owned subsidiary
of the Company, re-entered into the Keqi Investment Agreement with Beijing Gas 
Group, CDC and Tianjin Jinneng on 24 May 2010. Energy and Chemical Company,    
Beijing Gas Group, CDC and Tianjin Jinneng will contribute capital to the      
establishment of Keqi Coal-based Gas Company in the proportions of 51%, 34%,   
10% and 5%, respectively, for the purposes of planning, constructing and       
operating the Keqi Coal-based Gas Project.                                     
                                                                               
Fuxin Investment Agreement                                                     
                                                                               
The Board announced that Energy and Chemical Company entered into the Fuxin    
Investment Agreement with CDC on 24 May 2010. Energy and Chemical Company and  
CDC will contribute capital to the establishment of Fuxin Coal-based Gas       
Company in the proportions of 90% and 10%, respectively, for the purposes of   
constructing and operating the Fuxin Coal-based Gas Project.                   
                                                                               
DISCLOSEABLE AND CONNECTED TRANSACTIONS                                        
                                                                               
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of
the Listing Rules) under the Keqi Investment Agreement and the Fuxin Investment
Agreement are more than 5% but less than 25%, the entering into of the Keqi    
Investment Agreement and the Fuxin Investment Agreement constitute discloseable
transactions of the Company under Chapter 14 of the Listing Rules which are    
subject to the notification and announcement requirements.                     
                                                                               
As at the date of this announcement, CDC and its subsidiaries held             
approximately 35.08% of the issued share capital of the Company. Accordingly,  
CDC is a connected person of the Company under the Listing Rules. Tianjin      
Jinneng held approximately 9.85% of the issued share capital of the Company as 
at the date of this announcement and thus Tianjin Jinneng is a connected person
of the Company under the Shanghai Listing Rules and not a connected person of  
the Company under the Listing Rules. Since the Keqi Investment Agreement was   
entered into by Energy and Chemical Company, Beijing Gas Group, CDC and        
Taianjin Jinneng, and the Fuxin Investment Agreement was entered into by Energy
and Chemical Company and CDC, the Keqi Investment Agreement and the Fuxin      
Investment Agreement therefore constitute connected transactions of the Company
under Chapter 14A of the Listing Rules. As one or more of the applicable       
percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of
the Keqi Investment Agreement and the Fuxin Investment Agreement are more than 
2.5%, the entering into of the Keqi Investment Agreement and the Fuxin         
Investment Agreement are subject to the reporting, announcement and Independent
Shareholders' approval requirements under Chapter 14A of the Listing Rules.    
                                                                               
The Company will also disclose the relevant details in the next published      
annual report and accounts of the Company in accordance with the relevant      
requirements as set out in Rule 14A.45 of the Listing Rules. A circular        
containing details of the Keqi Investment Agreement and Fuxin Investment       
Agreement, a letter from the Independent Board Committee of the Company and a  
letter from the independent financial advisor, both advising the terms of the  
above-mentioned agreements, will be despatched to the Shareholders as soon as  
possible.                                                                      

Background

The sixth meeting of the sixth session of the Board, which was convened in
March 2008, considered and approved that the Company shall enter into the keqi
investment agreement with Beijing Gas Group, CDC and New Horizon Capital
Advisors Limited on 11 April 2008 and proposed to contribute jointly to the
establishment of the project company for the purpose of constructing the Keqi
Coal-based Gas Project which will produce 4 billion cubic-metres per annum, and
the investment was considered and approved by the 2007 annual general meeting
convened on 30 May 2008. In August 2009, the NDRC approved the Keqi Coal-based
Gas Project. According to the approval opinion, Energy and Chemical Company,
Beijing Gas Group, CDC and Tianjin Jinneng shall contribute jointly to
construct the Keqi Coal-based Gas Project.

According to the approval opinion of the NDRC, the project investment amount,
the contributing parties and the contribution proportions have all been changed
when compared with the original keqi investment agreement. After negotiation,
Energy and Chemical Company intended to enter into the Keqi Investment
Agreement with Beijing Gas Group, CDC and Tianjin Jinneng to contribute to the
establishment of Keqi Coal-based Gas Company in the proportions of 51%, 34%,
10% and 5%, respectively for the purposes of planning, constructing and
operating the Keqi Coal-based Gas Project.

In March 2010, the NDRC approved the Fuxin Coal-based Gas Project. According to
the approval opinion, the Energy and Chemical Company and CDC will jointly
contribute capital to the establishment of the Fuxin Coal-based Gas Project.
After negotiation, Energy and Chemical Company intended to enter into the Fuxin
Investment Agreement with CDC to contribute to the establishment of Fuxin
Coal-based Gas Company in the proportions of 90% and 10%, respectively, for the
purposes of planning, constructing and operating the Fuxin Coal-based Gas
Project.

KEQI INVESTMENTAGREEMENT

Date

24 May 2010

Parties

 1. Energy and Chemical Company;
   
 2. Beijing Gas Group;
   
 3. CDC; and
   
 4. Tianjin Jinneng.
   
Major terms of the Keqi Investment Agreement

 1. Energy and Chemical Company, Beijing Gas Group, CDC and Tianjin Jinneng
    agreed to jointly contribute capital to the establishment of Keqi
    Coal-based Gas Company for the purposes of planning, constructing and
    operating the Keqi Coal-based Gas Project. The Keqi Coal-based Gas Project
    involves a total investment of approximately RMB25.71 billion. The ultimate
    registered capital of Keqi Coal-based Gas Company is approximately 30% of
    the total investment of the project, which is approximately RMB7.71
    billion. Energy and Chemical Company, Beijing Gas Group, CDC and Tianjin
    Jinneng agree to contribute in cash to the establishment of Keqi Coal-based
    Gas Company in the proportions and amounts as follows:


   
                             Contribution            Contribution amount       
                               proportion                                      
                                                                               
Energy and Chemical Company       51%          Approximately RMB 3,932.1 million
                                                                               
Beijing Gas Group                 34%          Approximately RMB 2,621.4 million
                                                                               
CDC                               10%          Approximately RMB 771 million    
                                                                               
Tianjin Jinneng                    5%          Approximately RMB 385.5 million  



The parties to the Keqi Investment Agreement shall contribute to the capital of
Keqi Coal-based Gas Company according to the construction progress of the Keqi
Coal-based Gas Project.

 2. The initial registered capital of Keqi Coal-based Gas Company is
    RMB100,000,000. The respective parties will contribute by way of cash in
    their respective contribution proportions. The respective contribution
    proportions and contribution amounts of Energy and Chemical Company,
    Beijing Gas Group, CDC and Tianjin Jinneng are 51%, 34%, 10% and 5%, while
    the respective amount to be contributed by Energy and Chemical Company,
    Beijing Gas Group, CDC and Tianjin Jinneng are RMB51 million, RMB34
    million, RMB10 million and RMB5 million. As at the date of this
    announcement, the respective parties to the Keqi Investment Agreement have
    not contributed any registered capital to Keqi Coal-based Gas Company.
    Energy and Chemical Company's contribution to the registered capital of
    Keqi Coal-based Gas Company will be funded by its internal resources.
   
 3. Establishment Funds other than the capital of the Keqi Coal-based Gas
    Project will be provided by Keqi Coal-based Gas Company through financing.
   
 4. The parties to the agreement have agreed to recognise the preliminary work
    in respect of the Keqi Coal-based Gas Project before the Keqi Investment
    Agreement was entered into, including (but not limited to) all expenses
    incurred, agreements and contracts entered into, documents submitted for
    record and corresponding undertakings made, so as to ensure the continuity
    of the preliminary work of the project. Preliminary expenses incurred by
    the project, including time value (the time value shall be confirmed by
    parties), shall be audited by a qualified accounting firm jointly appointed
    by the parties to the agreement and shall be reimbursed by Keqi Coal-based
    Gas Company upon confirmation by all parties.
   
 5. The Keqi Investment Agreement will become effective when the respective
    parties to the Keqi Investment Agreement have respectively obtained their
    internal approvals and the approvals by the relevant government authorities
    of the PRC for the investment items in the Keqi Investment Agreement. As at
    the date of this announcement, the Keqi Investment Agreement is subject to
    consideration and approval by the Independent Shareholders at the General
    Meeting.
   
FUXIN INVESTMENTAGREEMENT

Date

24 May 2010

Parties

 1. Energy and Chemical Company; and
   
 2. CDC
   
Major terms of the Fuxin Investment Agreement

 1. Energy and Chemical Company and CDC agreed to jointly contribute to
    establish Fuxin Coal-based Gas Company for the purposes of constructing and
    operating the Fuxin Coal-based Gas Project. The Fuxin Coal-based Gas
    Project involves a total investment of approximately RMB24.57 billion. The
    ultimate registered capital of Fuxin Coal-based Gas Company is
    approximately 30% of the total investment of the project, which is
    approximately RMB7.37 billion. Energy and Chemical Company and CDC will
    contribute in cash to the establishment of Fuxin Coal-based Gas Company in
    the proportions and amounts as follows:
   


                               Contribution           Contribution amount      
                                proportion                                     
                                                                               
Energy and Chemical Company        90%          Approximately RMB6,633 million 
                                                                               
CDC                                10%          Approximately RMB737 million   



The parties to the Fuxin Investment Agreement shall contribute to the capital
of Fuxin Coal-based Gas Company according to the construction progress of Fuxin
Coal-based Gas Project.

 2. Pursuant to the Fuxin Investment Agreement, the initial registered capital
    of Fuxin Coal-based Gas Company is RMB100,000,000. The respective parties
    will contribute by way of cash in their respective contribution
    proportions. The respective contribution proportion of Energy and Chemical
    Company and CDC are 90% and 10%, while the respective amount to be
    contributed by Energy and Chemical Company and CDC are RMB90 million and
    RMB10 million. As at the date of this announcement, the respective parties
    to the Fuxin Investment Agreement have not contributed any registered
    capital to Fuxin Coal-based Gas Company. Energy and Chemical Company's
    contribution to the registered capital of Fuxin Coal-based Gas Company will
    be funded by internal resources.
   
 3. Establishment Funds other than the capital of the Fuxin Coal-based Gas
    Project will be provided by Fuxin Coal-based Gas Company through financing.
   
 4. Both parties have agreed to recognize the preliminary work in respect of
    the Fuxin Coal-based Gas Project before the Fuxin Investment Agreement was
    entered into, including (but not limited to) all expenses incurred,
    agreements and contracts entered into, documents submitted for record and
    corresponding undertakings made, so as to ensure the continuity of the
    preliminary work of the project. Preliminary expenses, including time value
    (the time value is calculated based on the five-year long-term loan
    interest rate of the People's Bank of China), shall be audited by a
    qualified accounting firm jointly appointed by both parties and shall be
    reimbursed by Fuxin Coal-based Gas Company upon confirmation by the
    parties.
   
 5. The Fuxin Investment Agreement will become effective when the respective
    parties to the Fuxin Investment Agreement have respectively obtained their
    internal approvals and the approvals by the relevant government authorities
    of the PRC for the investment items in the Fuxin Investment Agreement. As
    at the date of this announcement, the Fuxin Investment Agreement is subject
    to consideration and approval by the Independent Shareholders at the
    General Meeting.
   
INFORMATION RELATING TOKEQI COAL-BASED GAS COMPANY

Pursuant to the Keqi Investment Agreement, Keqi Coal-based Gas Company, upon
its establishment, will construct the Keqi Coal-based Gas Project, which is
located in Kesheketeng Qi, Chifeng City, Inner Mongolia. The project will use
brown coal from Inner Mongolia Shengli Coal Mine East Unit 2, in which the
Company has controlling interest, as raw materials and fuels, It will be a coal
conversion project making clean, efficient and high value-added use of coal
through the adoption of internationally advanced technologies such as
pressurized fixed bed gasification, synthesis gas purification and synthesis
gas methanation. Natural gas, the principal product, will be transmitted by a
long-distance pipeline covering 359 km in total which runs from the project
site (Kesheketeng Qi destination) to the final destination in Miyun, Beijing,
the PRC. The Keqi Coal-based Gas Project will be constructed in three stages.
The Phase I project is expected to commence operation by 2012 and the project
is expected to produce 4 billion cubic meters of natural gas per annum upon
completion of the entire project and commencement of production.

Keqi Coal-based Gas Company will become an indirect subsidiary of the Company
upon its establishment, and the operating results of Keqi Coal-based Gas
Company will be consolidated into the accounts of the Company subsequent to its
establishment.

INFORMATION RELATING TOFUXIN COAL-BASED GAS COMPANY

Under the Fuxin Investment Agreement, Fuxin Coal-based Gas Company will, upon
its establishment, construct the Fuxin Coal-based Gas Project. The Fuxin
Coal-based Gas Project is located in the Changyingzi Town, Xinqiu District,
Fuxin City, Liaoning Province and is a new coal conversion project using brown
coal from Inner Mongolia Shengli Coal Mine East Unit 2, in which the Company
has controlling interest, as its raw materials. It will be a coal conversion
project making clean, efficient and high value-added use of coal through the
adoption of internationally advanced technologies such as pressurized fixed bed
gasification, synthesis gas purification and synthesis gas methanation. The
natural gas produced is supplied via long-distance pipes to cities such as
Shenyang, Tieling, Fushun, Benxi and Fuxin. Its pipeline covers 334 km in
total. The Fuxin Coal-based Gas Project will be constructed in three stages.
The Phase I project is expected to commence operation by 2013 and the project
is expected to produce 4 billion cubic meters of natural gas per annum upon
completion of the entire project and commencement of production.

Fuxin Coal-based Gas Company will become an indirect subsidiary of the Company
upon its establishment, and the operating results of Fuxin Coal-based Gas
Company will be consolidated into the accounts of the Company subsequent to its
establishment.

INFORMATION RELATING TOPARTIES TO THE AGREEMENTS

Information Relating to the Company

The Company is principally engaged in the development and operation of power
plants, the sale of electricity and thermal power, and the repair, testing and
maintenance of power equipment and power- related technical services, with its
main service areas being in the PRC.

Information Relating to Energy and Chemical Company

Energy and Chemical Company is a limited company registered and established in
Beijing and is a wholly-owned subsidiary of the Company. Its scope of
operations includes the development, transfer, consultation and service of
energy and chemical technology, investment management; project design; repair
and maintenance, installation and testing of chemical and power equipment.

Information relating to Beijing Gas Group

Beijing Gas Group, which was established in 1999, is a wholly-owned subsidiary
of Beijing Enterprises Holding Company Limited, a company incorporated in Hong
Kong and listed on The Stock Exchange of Hong Kong Limited. Beijing Enterprises
Group Company Limited, a state-owned enterprise in the PRC, is the beneficial
controller of Beijing Enterprises Holding Company Limited. Beijing Gas Group
has a registered capital of RMB1,980,000,000 and is principally engaged in the
city-gas pipeline business.

Information relating to CDC

CDC is a state-owned enterprise established in Beijing in April 2003. Its main
scope of operations are the development, investment, construction, operation
and management of power energy, organisation of power (thermal) production and
sales, power technology development and consultation.

Information relating to Tianjin Jinneng

Tianjin Jinneng is a State-owned enterprise and commenced formal operation in
Tianjin in 1992, with a registered capital of RMB4.187 billion. The company is
principally engaged in energy resources development and investment, project
consulting services and materials sales etc.

REASONS FOR AND BENEFITS OF ENTERING INTO THE KEQI INVESTMENTAGREEMENTAND FUXIN
INVESTMENT AGREEMENT

The Company has devised the development strategy of "Focusing on Power
Generation while Pursuing Synergistic Diversifications", and the investments in
and constructions of Keqi Coal-based Gas Project and Fuxin Coal-based Gas
Project by Energy and Chemical Company will allow the Company to develop on the
aspect of clean energy production.

The Keqi Coal-based Gas Project is located in an area with abundant coal
resources which provides a reliable source of raw materials and fuels to the
Keqi Coal-based Gas Project, and with abundant water resources and convenient
transportation facilities which will help to lower the operation costs of the
Keqi Coal-based Gas Project. Moreover, the Keqi Coal-based Gas Project aims to
supply gas largely to Beijing and to cities along the gas transmission pipeline
upon its completion. As a political, cultural and financial centre of the PRC,
Beijing has an enormous demand for clean energy natural gas, given its higher
requirement for the quality of the air environment.

The major supply targets of the Fuxin Coal-based Gas Project following its
completion are Shenyang and the cities surrounding it such as Tieling, Fushun,
Benxi and Fuxin. Liaoning Province has experienced fast economic growth and is
a leader in economic development among the three provinces in northeast China
and has a great demand for clean energy source such as natural gas. Besides,
the above cities are relatively concentrated, which facilitates the
transmission of natural gas products from this project via long-distance
pipelines. With the acceleration of urbanisation, the reform in coal-fired
boilers and the development of gas buses and industries using natural gas as
raw material, the supply gap of natural gas in the above cities will grow
bigger and bigger.

The market demand for clean energy such as natural gas is higher than its
supply while market prices of natural gas has increased with the surges in
energy prices of petroleum and coal products. However, if market prices of
natural gas fluctuate in the future, the profitability of Keqi Coal-based Gas
Company and Fuxin Coal-based Gas Company will be affected. The Company will pay
close attention to the trend of domestic and international market prices of
natural gas and endeavour to equip Keqi Coal-based Gas Company and Fuxin
Coal-based Gas Company a relatively stronger risk-aversive ability.

The Company believes that following the completion of the Keqi Coal-based
Natural Gas Project and the Fuxin Coal-based Natural Gas Project, it will
benefit from the growing demands for clean energy in Beijing and the cities
along the gas transmission pipeline, and in Shenyang and the cities surrounding
it which have experienced rapid economic development, thereby increasing the
overall profitability of the Company. The Directors believe that entering into
the Keqi Investment Agreement and the Fuxin Investment Agreement is in the
interest of the Company and the Shareholders as a whole and enhance the
Company's overall profitability.

The Directors are of the view that the terms of the Keqi Investment Agreement
and the Fuxin Investment Agreement were negotiated on an arm's length basis
between all parties thereto and were determined on normal commercial terms. The
Directors (excluding the independent non-executive Directors whose views will
be contained in the circular after considering the advice from the independent
financial advisor) believe that the terms of the Keqi Investment Agreement and
the Fuxin Investment Agreement are fair and reasonable and in the best
interests of the Company and the Shareholders as a whole.

DISCLOSEABLE TRANSACTIONSAND CONNECTED TRANSACTIONS

Pursuant to the Listing Rules, as one or more of the applicable percentage
ratios (as defined in Rule 14.07 of the Listing Rules) under the Keqi
Investment Agreement and the Fuxin Investment Agreement are more than 5% but
less than 25%, the entering into of the Keqi Investment Agreement and the Fuxin
Investment Agreement constitute discloseable transactions of the Company under
Chapter 14 of the Listing Rules which are subject to the notification and
announcement requirements.

As at the date of this announcement, CDC and its subsidiaries held
approximately 35.08% of the issued share capital of the Company. Accordingly,
CDC is a connected person of the Company under the Listing Rules. Tianjin
Jinneng held approximately 9.85% of the issued share capital of the Company as
at the date of this announcement and thus Tianjin Jinneng is a connected person
of the Company under the Shanghai Listing Rules and not a connected person of
the Company under the Listing Rules. Since the Keqi Investment Agreement was
entered into by Energy and Chemical Company, Beijing Gas Group, CDC and
Taianjin Jinneng, and the Fuxin Investment Agreement was entered into by Energy
and Chemical Company and CDC, the Keqi Investment Agreement and the Fuxin
Investment Agreement therefore constitute connected transactions of the Company
under Chapter 14A of the Listing Rules. As one or more of the applicable
percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of
the Keqi Investment Agreement and the Fuxin Investment Agreement are more than
2.5%, the entering into of the Keqi Investment Agreement and the Fuxin
Investment Agreement are subject to the reporting, announcement and Independent
Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Company will also disclose the relevant details in the next published
annual report and accounts of the Company in accordance with the relevant
requirements as set out in Rule 14A.45 of the Listing Rules.

A circular containing details of the Keqi Investment Agreement and Fuxin
Investment Agreement, a letter from the Independent Board Committee of the
Company and a letter from the independent financial advisor, both advising the
terms of the above-mentioned agreements, will be despatched to the Shareholders
as soon as possible.

Those Directors who have a material interest in the connected transactions
under the Keqi Investment Agreement and the Fuxin Investment Agreement (by
virtue of being key management staff of CDC and Tianjin Jinneng) have abstained
from voting at the relevant Board meetings for approvals of the transactions.

Shareholders and their associates who have a material interest in the
transactions shall abstain from voting in the General Meeting in approving the
Keqi Investment Agreement and the Fuxin Investment Agreement. CDC and its
associates, holding approximately 35.08% of the issued share capital of the
Company as at the date of this announcement, have to be abstained from voting
in approving the Keqi Investment Agreement and the Fuxin Investment Agreement
at the General Meeting in accordance with the Listing Rules. Tianjin Jinneng
and its associates, which held approximately 9.85% of the issued share capital
of the Company as at the date of this announcement, has a material interest in
the Keqi Investment Agreement by virtue of being one of the parties to the
agreement. Accordingly, Tianjin Jinneng and its associates have to be abstained
from voting in approving the Keqi Investment Agreement at the General Meeting.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR

An Independent Board Committee comprising the independent non-executive
Directors will be formed to advise the Independent Shareholders on the terms of
the Keqi Investment Agreement and the Fuxin Investment Agreement. Each of the
members of the Independent Board Committee does not have any material interest
in the Keqi Investment Agreement and the Fuxin Investment Agreement.

The Company will appoint an independent financial advisor to advise the
Independent Board Committee and the Independent Shareholders on the terms of
the above-mentioned agreements.

DESPATCH OF CIRCULAR

A circular containing details of the Keqi Investment Agreement and Fuxin
Investment Agreement, a letter from the Independent Board Committee of the
Company and a letter from the independent financial advisor, both advising the
terms of the above-mentioned agreements, will be despatched to the Shareholders
as soon as possible.

Definition

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

"Articles of                the articles of association of the Company         
Association"                                                                   
                                                                               
"Beijing Gas Group"         Beijing Gas Group Co., Ltd                         
                                                                               
"Board"                     the board of Directors of the Company              
                                                                               
"CDC"                       China Datang Corporation, a State-owned enterprise 
                            established under the laws of the PRC and is a     
                            controlling Shareholder of the Company pursuant to 
                            the Listing Rules which owns approximately 35.08%  
                            of the issued share capital of the Company as at   
                            the date of this announcement                      
                                                                               
"Company"                   Datang International Power Generation Co., Ltd., a 
                            sino- foreign joint stock limited company          
                            incorporated in the PRC on 13 December 1994, whose 
                            H Shares are listed on the Stock Exchange and the  
                            London Stock Exchange and whose A Shares are listed
                            on the Shanghai Stock Exchange                     
                                                                               
"Directors"                 the director(s) of the Company                     
                                                                               
"Energy and Chemical        Datang Energy and Chemical Company Limited, a      
Company"                    wholly-owned subsidiary of the Company             
                                                                               
"Fuxin Coal-based Gas       Liaoning Datang International Fuxin Coal-based Gas 
Company"                    Company Limited                                    
                                                                               
"Fuxin Coal-based Gas       the coal-based gas project with production of 4    
Project"                    billion cubic meters of natural gas per annum in   
                            Fuxin, Liaoning                                    
                                                                               
"Fuxin Investment           investment agreement dated 24 May 2010 entered into
Agreement"                  between Energy and Chemical Company and CDC in     
                            respect of the Fuxin Coal-based Gas Project        
                                                                               
"General Meeting"           the general meeting of the Company to be held for  
                            the purposes of, among others, considering and     
                            approving the Fuxin Investment Agreement and the   
                            Keqi Investment Agreement                          
                                                                               
"Group"                     the Company and its subsidiaries                   
                                                                               
"H Share(s)"                the overseas listed foreign shares of the Company  
                            with a nominal value of RMB1.00 each, which are    
                            listed on the Stock Exchange and the London Stock  
                            Exchange                                           
                                                                               
"Hong Kong"                 the Hong Kong Special Administrative Region of the 
                            PRC                                                
                                                                               
"Independent Board          the independent board committee of the Company,    
Committee"                  comprising five independent non-executive          
                            Directors, and each of them does not have any      
                            material interest in the Keqi Investment Agreement 
                            and the Fuxin Investment Agreement                 
                                                                               
"Independent                the shareholders who are not required to abstain   
Shareholders"               from voting at the General Meeting to approve the  
                            Keqi Investment Agreement and the Fuxin Investment 
                            Agreement. CDC and its associates are required to  
                            be abstained from voting in approving the Keqi     
                            Investment Agreement and the Fuxin Investment      
                            Agreement at the General Meeting and Tianjin       
                            Jinneng and its associates are required to be      
                            abstained from voting in approving the Keqi        
                            Investment Agreement at the General Meeting        
                                                                               
"Keqi Coal-based Gas        Inner Mongolia Dating International Kesheketeng Qi 
Company"                    Coal-based Gas Company Limited                     
                                                                               
"Keqi Coal-based Gas        the coal-based gas project with production of 4    
Project"                    billion cubic meters of natural gas per annum in   
                            Kesheketeng Qi, Inner Mongolia                     
                                                                               
"Keqi Investment            investment agreement dated 24 May 2010 entered into
Agreement"                  between Energy and Chemical Company, Beijing Gas   
                            Group, CDC and Tianjin Jinneng in respect of the   
                            Keqi Coal-based Gas Project                        
                                                                               
"Listing Rules"             the Rules Governing the Listing of Securities on   
                            the Stock Exchange                                 
                                                                               
"NDRC"                      National Development and Reform Commission of the  
                            People's Republic of China                         
                                                                               
"PRC"                       the People's Republic of China                     
                                                                               
"RMB"                       Renminbi, the lawful currency of the PRC           
                                                                               
"Shanghai Listing Rules"    the Rules Governing the Listing of Securities on   
                            the Shanghai Stock Exchange                        
                                                                               
"Shares"                    the ordinary shares of the Company with a nominal  
                            value of RMB1.00 each, comprising domestic Shares  
                            and H Shares                                       
                                                                               
"Stock Exchange"            The Stock Exchange of Hong Kong Limited            
                                                                               
"Tianjin Jinneng"           Tianjin Jinneng Investment Company                 
                                                                               
"%"                         per cent                                           

                                                          By Order of the Board
                                                                Zhou Gang    
                                                         Secretary to the Board

Beijing, the PRC, 25 May 2010

As at the date of this announcement, the Directors of the Company are:Zhai
Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*,

Yu Changchun*, Xia Qing* and Li Hengyuan*.

* Independent non-executive Directors