A shares Listing - Part 2

Beijing Datang Power Generation Com
1 June 2004

Article 100



The following article is added as Article 100:



In addition to the functions and powers conferred on Directors by the Company Law and other laws and administrative
regulations, independent Directors shall also have the following special functions and powers:



1.     Any proposed substantial connected transaction between the Company and a connected party with a total value
equal to or more than the value provided in laws, administrative regulations, rules, regulatory documents or provisions
of relevant departments shall be subject to the permission of independent shareholders before submitting to the Board
for discussion in accordance with the relevant provisions. Before making a decision, independent Directors may engage
an intermediary institution to issue a report of independent financial advisor to serve as the base for making
decision.



2.     to propose to the Board to appoint or dismiss an accounting firm;



3.     to propose to the Board to convene an extraordinary general meeting;



4.     to propose to convene a meeting of the Board;



5.     to engage external auditors and advisors independently;



6.     to solicit for voting rights publicly from shareholders before the convention of a shareholders' general
meeting.



The expenses incurred by independent Directors for engaging intermediary institutions and exercising other functions
and powers shall be borne by the Company.



The above functions and powers shall be exercised by an independent Director with the consent of more than half of the
number of independent Directors.



If the above proposals are not adopted or the above functions and powers cannot be exercised in a normal manner, the
relevant situation shall be disclosed by the Company.



In addition to the above functions and powers, independent Directors shall give independent advice to the Board or
shareholders' general meeting on matters which require the independent advice of independent Directors in accordance
with laws.



Bases and explanation: Articles 5, 6 and 7 of the Guiding Opinion.



Article 101



The original Article 90 is amended as follows:



Meetings of the Board shall be held at least twice per annum, to be convened by the Chairman of the Board who shall
notify all the Directors 10 days before the date of such a meeting.



The Chairman of the Board shall convene an ad hoc Directors' meeting within 7 working days on the occurrence of any of
the following:



1.     when it is deemed as necessary by the Chairman of the Board;



2.     when jointly proposed by more than one third of Directors;



3.     when jointly proposed by more than half of independent Directors;



4.     when proposed by the supervisory committee;



5.     when proposed by the managers.



Bases and explanation: Article 102 of the Guide for Articles of Association.



Article 102



Item 5 is deleted from the original Article 91. The article is amended as follows:



The manner and timing of giving notices to convene a regular Directors' meeting and an ad hoc Directors' meeting are as
follows:



1.     In the event that the time and venue of regular meetings of the Board have been decided in advance by the Board,
notices need not be given for the convening of such meetings.



2.     In the event that the time and venue of meetings of the Board have not been decided in advance by the Board, the
Chairman of the board shall, by telex, telegram, fax, courier, registered mail or hand delivery, inform all Directors
of the time and venue of the meeting of the Board at least 10 days or at most 30 days prior to such meetings.



3.     The notice shall be written in Chinese, but an English version of the notice may be attached if necessary. Such
notice shall include the agenda, topic for discussion, cause and the date of issue of the notice.



4.     Where a Director has attended a meeting, and has not made complaints for not having received the notice of
meeting prior to and during such meeting, it shall be deemed that the notice of meeting has been issued to the
Director.



Bases and explanation: contents not related to the manner and timing of giving notices to convene a Directors' meeting
are deleted based on Article 104 of the Guide for Articles of Association.



Article 103



Paragraph 2 of the original Article 92 is amended as follows:



Each Director shall have one vote. Unless otherwise these Articles require, resolutions of the board are required to be
passed by more than half of all Directors. However, when the numbers of votes for and against are equal, the Chairman
of the board shall have the right to cast a second vote.



Bases and explanation: the conditions for passing resolutions of the board are revised.



Article 104



The following article is added as Article 104:



The ad hoc meetings of the Board may be conducted by way of telephone conference or by means of similar communications
facilities. When convening such meetings, provided that all attending Directors can clearly hear what the other
Directors are saying, and can communicate with one another, it shall be deemed that all attending Directors have
attended such meeting in person.



The ad hoc meetings of the Board may be conducted by way of written resolutions instead of convening a board meeting
provided that the Directors may fully express their opinions. The draft of such resolutions shall be sent to each
Director by hand, post, telegram or facsimile. Where the board resolutions have been distributed to all Directors,
signed by the minimum quorum of Directors required by laws, administrative regulations and these Articles and returned
to the secretary to the Board of the Company by the above methods, such resolutions shall become resolutions of the
Board.



Bases and explanation: revised based on Article 106 of the Guide for Articles of Association and the amendments to
these Articles.



Article 105



Paragraph 1 of the original Article 93 is amended as follows:



Meetings of the Board shall be attended by the Directors in person. If a Director is unable to attend a board meeting,
he/she may appoint another Director by a written power of attorney to attend on his/her behalf. Such a power of
attorney shall specify the scope of the authorization. An independent Director must not appoint a non-independent
Director to attend meetings of the Board on his/her behalf.



Bases and explanation: the provision that an independent Director must not appoint a non-independent Director to attend
meetings of the Board on his/her behalf is added.



Article 106



Item 2 of the original Article 94 is deleted. The article is amended as follows:



The Board shall keep minutes of its decisions on the matters considered. The Directors and secretary attending the
meeting shall sign the minutes of the meeting. The minutes of each board meeting shall be provided for review by to of
the Directors in a timely manner. The Directors shall be responsible for the resolutions of the Board. If a resolution
of the Board violates the laws, administrative regulations or the Articles as a result of which the Company sustains
serious losses, the Directors participating in the resolution are liable to compensate the Company. However, if it can
be proved that a Director expressly objected to the resolution when the resolution was voted on, and that such
objection was recorded in the minutes of the meeting such Director may be released from liability.



Bases and explanation: revised based on the amendments to these Articles.



                                          Chapter 11: Secretary to the Board



Article 107



The original Article 95 becomes Article 107.



Article 108



The original Article 96 is amended as follows:



The secretary to the Board of the Company shall be appointed by the Board and be a natural person who has the requisite
professional knowledge and experience. The secretary to the Board can be one or two natural persons appointed or
dismissed by the Board. The qualifications for the position of secretary to the Board shall comply with the provisions
of documents such as the Listing Rules of the stock exchange on which the shares of the Company are listed. The
circumstances provided in the Company Law and the relevant laws, administrative regulations, rules and regulatory
documents under which a person must not act as Director also apply to the secretary to the Board.



The primary responsibilities of the secretary to the Board are:



1.   to ensure that the Company has complete constitutional documents and records;



2.   to prepare and submit the reports and documents required by the relevant State departments or authority-in-charge
to be issued by the Board or shareholders' general meeting;



3.   to arrange for Director's meetings and shareholders' general meetings, and be responsible for recording of the
meetings and keeping the meeting documents and records;



4.   to be responsible for information disclosure of the Company and ensure that the information disclosure is made in
a timely, accurate, lawful, true and complete manner;



5.   to ensure that the Company's register(s) of shareholders is properly maintained, and that persons entitled to
records and documents of the Company have access to such records and documents without delay.



6.   any other responsibilities provided by these Articles and the Listing Rules of the stock exchange on which the
Company's shares are listed.



Bases and explanation: Articles 114 and 115 of the Guide for Articles of Association.



Article 109



The original Article 97 is amended as follows:



A Director or other officer of the Company, who is not the Company's manager (excluding deputy positions) or
person-in-charge of finance, may concurrently hold the office of secretary to the Board. Officers of the Company's
controlling shareholder or an accountant of the accounting firm appointed by the Company shall not hold the office of
secretary to the Board concurrently.



Where the secretary to the Board is also a Director and an action is required to be taken by a Director and the
secretary to the Board separately, a person who is both a secretary to the Board and Director may not take the action
in his/her dual capacity.



Bases and explanation: Article 6 of the Overseas Secretaries to Board of Directors of Companies Listed Overseas Working
Guidelines and Article 1 of the Further Standardizing Operations and Intensifying Reform of Companies Listed Outside
China Opinion.



                                                  Chapter 12 Manager



Article 110



Two additional items are added to the original Article 98 as items 2 and 3 thereof:



Directors may take office as managers, deputy managers or other officers but the number of Directors who take office as
managers, deputy managers or other officers shall not exceed 50 percent of the total number of Directors.



The term of office of managers and deputy managers shall be three years and is renewable upon re-election or
reappointment.



Bases and explanation: Article 118 of Guide for Articles of Association.



Article 111



Two additional items are added to the original Article 99 as items 9 and 10 thereof and the original item 9 becomes
item 11. The article is amended as follows:



The manager is accountable to the Board and shall exercise the following functions and powers:



1.   to be in charge of the production, operation and management of the Company and to organize the implementation of
the resolutions of the Board;



2.   to organize the implementation of the Company's annual business plans and investment plans;



3.   to devise the plan for establishment of the Company's internal management organisation;



4.   to devise the Company's basic management system;



5.   to formulate the basic rules and regulations of the Company;



6.   to request the appointment or dismissal of the Company's deputy manager and personnel in charge of financial
affairs;



7.   to appoint or dismiss management staff other than those who should be appointed or dismissed by the Board;



8.   without prejudice to item 10 of Article 96, to exercise investment, borrowing and lending powers in respect of
fixed assets items representing less than 1 percent of the share capital and to decide on the disposal of fixed assets
representing less than 1 percent of the share capital;



9.   to fix the wages, welfare benefits, award and penalty system of employees and decide on the appointment and
dismissal of employees;



10.  to propose convening of ad hoc Director's meetings;



11.  other functions and powers conferred by the Board or the Articles.



Bases and explanation: Article 121 of the Guide for Articles of Association.



Article 112



The original Article 100 becomes Article 112.



Article 113



An additional paragraph is added to the original Article 101 as paragraph 2. The article is amended as follows:



In the exercise of his/her functions and powers, the manager shall abide by the laws, administrative regulations and
these Articles, and shall act in good faith and with diligence.



Managers shall report to the Board and supervisory committee the details of execution and implementation of material
contracts, details of use of capital and earnings and losses of the Company and shall ensure that such report is true.



Bases and explanation: Article 123 of the Guide for Articles of Association.



                                           Chapter 13: Supervisory Committee



Article 114



The original Article 102 becomes Article 114.



Article 115



The original Article 103 is amended as follows:



The supervisory committee shall consist of 4 members, one of whom shall be the Chairman and one of whom shall be the
Vice-Chairman of the committee. 3 supervisor(s) shall be representative(s) of shareholders and 1 supervisor(s) shall be
representative(s) of employees. The number of external supervisors (supervisors who do not hold office in the Company)
shall be not less than half of the total number of members of the Committee.



The term of office of supervisors shall be 3 years, renewable upon re-election or re-appointment.



The appointment and dismissal of the Chairman and Vice-Chairman of the supervisory committee shall be determined by a
resolution passed by two-thirds or more of the members of the committee.



Bases and explanation: Articles 129 and 131 of the Guide for Articles of Association, Article 7 of the Further
Standardizing Operations and Intensifying Reform of Companies Listed Outside China Opinion.



Article 116



The original Article 104 is amended as follows:



The list of candidates for supervisors representing shareholders shall be submitted by way of proposal to the
shareholders' general meeting for approval. The candidates for supervisors representing shareholders shall be nominated
by shareholder(s), alone or together, holding 5 percent or more of the voting shares or by the supervisory committee
and shall be elected or removed by shareholders' general meeting; while supervisors representing employees shall be
elected or removed democratically by the employees of the Company.



Bases and explanation: Article 67 of the Guide for Articles of Association.



Article 117



The original Article 105 is amended as follows:



Directors, manager(s), personnel in charge of financial affairs and secretary to the Board of the Company shall not
take office as supervisors.



Bases and explanations: Article 130 of the Guide for Articles of Association.



Article 118



The following Article is added as Article 118:



Supervisors not attending meetings of the Supervisors consecutively twice shall be regarded as non-performance of duty
and shall be removed in general meetings or meetings of employees' representative.



Bases and explanations: Article 132 of the Guide for Articles of Association.



Article 119



The following Article is added as Article 119:



Supervisors may resign before expiry of office. The requirements relating to the resignation of Directors in Article 10
of Articles are applicable to Supervisors.



Bases and explanations: Article 133 of the Guide for Articles of Association.



Article 120



The original Article 106 is now amended as follows:



The supervisory committee shall convene at least twice per annum. Meetings of the supervisory committee shall be
convened and presided over by the chairman of the committee. In event that the chairman of the supervisory committee
cannot perform his/her duties, he/she should entrust the Vice-Chairman of the supervisory committee to perform the
duties on his/her behalf.



Bases and explanations: Amendments are made to that Article after considering the actual situation of the Company.



Article 121



Three additional items are added to the original Article 107 as item 6, item 7 and item 8 and amendments are made to
item 1 and item 10 as follows:



The supervisory committee shall be accountable to the shareholders' general meetings and shall exercise the following
functions and powers:



1.   to examine the Company's financial affairs and appoint another accounting firm in the name of the Company to
review the Company's financial affairs whenever necessary;



2.   to supervise the Directors, the manager(s) and other officers to see whether or not they have violated any laws,
administrative regulations or the Articles in the course of their performance of their duties at the Company;



3.   if an act of a Director, manager or other officer is harmful to the Company's interests, to require him/her to
correct such act;



4.   to verify the financial information such as financial reports, business reports and profit distribution plans etc.
proposed by the Board to be submitted to the shareholders' general meeting and, where queries are raised, to appoint in
the name of the Company registered accountants or practising auditors to assist in the re-examination thereof;



5.   to propose the holding of extraordinary general meeting;



6.   to propose interim proposals at general meetings;



7.   to propose the holding of ad hoc meetings of the Board;



8.   to require the Directors, the manager(s), debuty manager(s), personnel in charge of financial affairs, secretary
to the Board, internal and external auditors to attend meetings of the supervisory committee and to answer matters of
concerns of the supervisory committee;



9.   to represent the Company in negotiations with Directors or in institution of proceedings against Directors;



10.  other functions and powers provided for in the Articles.



Supervisors shall attend meetings of the Board.



Bases and explanation: Article 136 of the Guide for Articles of Association, Article 7 of the Further Standardizing
Operations and Intensifying Reform of Companies Listed Outside China Opinion and Article 67 of the Standards.



Article 122



The original Article 108 becomes Article 122.



Article 123



The following Article is added as Article 123:



Minutes should be made for the meetings of the supervisory committee and the Supervisors attending and the transcriber
shall sign on the minutes. Supervisors are entitled to make explanatory records for statements made by them at the
meetings. Minutes of the meetings of the supervisory committee shall be kept by secretary to the Board as company
files.



Bases and explanation: Article 142 of the Article of Association Guidelines.



Article 124, Article 125



The original Article 109, Article 110 become Article 124, Article 125



               Chapter 14: Qualification and Obligations of Directors, Supervisors, Manager and Officers



Article 126



Two additional items are added to Article 111 as item 7 and item 11. The Article is amended as follows:



The following persons may not serve as a Director, supervisor, manager or officer of the Company:



1.   persons with no civil capacity or with restricted civil capacity;



2.   persons who have committed the offences of corruption, bribery, trespass of property, misappropriation of property
or damaging the social economic order, and have been penalised due to the above offences, where less than five years
have elapsed since the date of the completion of implementation of the penalty or persons who have committed crimes and
have been deprived of their political rights due to such crimes, where less than five years have elapsed since the date
of the completion of the implementation of such deprivation;



3.   persons who were former Directors, factory chiefs or managers of a company or enterprise which has become bankrupt
and been liquidated as a result of mismanagement and were personally liable for the bankruptcy of such company or
enterprise, where less than three years have elapsed since the date of the completion of the bankruptcy and liquidation
of the company or enterprise;



4.   persons who were legal representatives of a company or enterprise which had its business licence revoked due to a
violation of the law and who were personally liable, where less than three years have elapsed since the date of the
revocation of the business licence;



5.   persons who have failed to pay a relatively large debt when due;



6.   persons who have committed criminal offences and are still under investigation by judicial authorities;



7.   civil servants of the country;



8.   persons who, according to relevant laws and administrative regulations, are not allowed to act as leaders of
enterprises;



9.   persons who are not natural persons;



10.  persons who have been convicted of offences of violating provisions of the relevant securities laws and
regulations, or offences relating to fraud or acting in bad faith, where less than 5 years have lapsed since the date
of conviction.



11.  persons who have been confirmed as being prohibited from participating in the market or have not been released
from such prohibitation by the State Council securities regulatory authorities.



Bases and explanation: Rule 58 of the Company Law, Article 78, Article 119 and Article 130 of the Article of
Association Guidelines.



Article 127



The following Article is added as Article 127:



The management personnel of the controlling shareholders of the Company shall not take the office as managers, debuty
managers, personnel in charge of financial affairs and secretary to the Board.



Bases and explanation: Rule 1 of the Further Standardizing Operations and Intensifying Reform of Companies Listed
Outside China Opinion.



Article 128



The following Article is added as Article 128:



Independent Directors shall meet the requirements corresponding to their powers. Person acting as Independent Directors
should meet the following requirements:



1.   possesses the qualifications to act as Directors of the Company in accordance with the relevant laws,
administrative regulations and other relevant regulations;



2.   conform with independence required by relevant laws, administrative regulations, department rules, the State
Council securities regulatory authorities and the Listing Rules of the stock exchange on which the Company's shares are
listed;



3.   possesses the basic knowledge of operation of listed company and is familiar with relevant laws and administrative
regulations;



4.   possesses 5 years or above experience in law, economics or other working experience necessary for performing
duties of independent Director.



5.   other conditions required by these Articles of Association.



Bases and explanation: Rule 2 of the Independent Directors' Guiding Opinion.



Article 129



The following Article is added as Article 129:



Independent Directors shall have independence. Unless otherwise required by relevant laws, administrative regulations,
department rules, regulatory documents and the Listing Rules of the stock exchange on which the Company's shares are
listed, the following persons cannot act as Independent Directors:



1.   Persons working in the company or its subsidiaries and their immediate family members (means spouse, parents,
children, etc.), persons of major social relationship (means siblings, parent-in-law, daughter-in-law, son-in-law,
spouse of siblings and siblings of spouse etc.);



2.   natural person shareholders directly or indirectly holding 1 percent or more in aggregate of the issued share
capital of the Company or natural person shareholder of the top ten shareholders of the Company and their immediate
family;



3.   personnel and their direct relative working in shareholding units which directly or indirectly holding 5 percent
or more in aggregate of the issued share capital of the Company or in the five largest shareholding units of the
Company;



4.   personnel having the above three conditions within the most recent one year;



5.   personnel who provides financial, legal, consulting or other services to the Company or its subsidiaries;



6.   persons who are prohibited to act as independent Directors by the State Council securities regulatory authorities;



7.   persons who are prohibited to act as independent Directors by the Listing Rules.



Bases and explanation: Article 3 of the Independent Directors' Guiding Opinion and Rule 3.13 of the Listing Rules.



Article 130



A paragraph is added to the original Article 112 as the second paragraph. That article is amended as follows:



The validity of the conduct of Directors, supervisors, manager or other officers who have acted on behalf of the
Company with respect to third parties who have acted in good faith shall not be affected by any irregularity in the
employment, election or qualification of the Directors, supervisors,manager or other officers.



Unless provided by these Articles or legally authorized by the Board and the supervisory committee, any Director,
supervisor, manager or other officer of the Company shall not act on behalf of the Company, the Board or the
supervisory committee in his/her own name. In the event that any Director, supervisor, manager or other officer of the
Company acts in his/her own name where a third party may believe on a reasonable basis that such Director, supervisor,
manager or other officer is a representative of the Company, the Board or the supervisory committee, such a person
shall declare his/her position and capacity in advance.



Bases and explanation: Article 82 and Article 91 of Guide for Articles of Association.



Article 131 and Article 132



The original Article 113 and Article 114 become Article 131 and Article 132 respectively.



Article 133



Item 12 of the original Article 115 is amended as follows:



'12. without the informed consent of shareholders' general meeting, not to disclose confidential information of the
Company acquired while in office and not to use the information other than in furtherance of the interests of the
Company, save and except that disclosure of such information to a court or other governmental authorities is permitted
if:



(1)    disclosure is made under compulsion of law;



(2)    disclosure is required by public interest; or



(3)    disclosure is required by the personal interest of the Director, supervisor, manager or other officer.'



Bases and explanation: the amendments are made to the format of the article.



Article 134



The original Article 116 is amended as follows:



The Directors, supervisors, manager or other officers of the Company shall not direct the following persons or
authority ('connected persons') to do what they are not permitted to do:



1.   the spouse or minor child of the Director, supervisor, manager or other officer;



2.   a trustee for the Director, supervisor, manager or other officer or of any person referred to in paragraph 1
above;



3.   a partner of the Director, supervisor, manager or other officer or of any person referred to in paragraphs 1 and 2
above;



4.   a company in which the Director, supervisor, manager or officer, alone or together with one or more persons
referred to in paragraphs 1, 2 and 3 above or together with other Directors, supervisors, mangers or other officers has
a de facto controlling interest;



5.   the Directors, supervisors, managers or other officers to whom the controlling interests referred to in paragraph
4 above relate.



Bases and explanation: the amendments are made to the format of the article.



Article 135



An additional item is added to the original Article 117 as its first item. This article is amended as follows:



Any Directors, supervisors, managers or other officers in the period of office shall be liable for the indemnity of any
losses incurred upon the company due to the absence from their duty without permission.



Before the resignations take effect or during the reasonable time thereafter, and during the reasonable time after the
expiry of their terms of office, the fiduciary duty owed by the Directors, supervisors, manager and other officers will
not necessarily cease to be owed, but their duty to keep confidential commercial secrets of the Company continues to be
owed after the expiry of their term of office until such secrets become public information. The continuation of other
duties shall be determined in accordance with the principles of equity, taking into consideration the time interval
between the occurrence of an event and expiry of office, and the circumstances under which the said person leaves the
Company.



Bases and explanation: Article 88, Article 89, Article 91 of Guide for Articles of Association



Article 136



The original Article 118 becomes to Article 136.



Article 137



The Chinese word '(Chinese Characters)' in the second section of the original Article 119 is changed to '(Chinese
Characters)'.



Article 138



The following article is added as Article 138:



A Director shall not vote at any meeting of the Board with respect to the approval of any contracts, transactions or
arrangement under which he/she or any either his/her associate is entitled to material interests, and shall not be
counted in the quorum of the meeting.



The aforementioned associate is a person as defined in Listing Rules.



Bases and explanation: Rule 4 (1) of Appendix 3 of the Listing Rules.



Aritcle 139, Article 140, Article 141, Article 142



The original Article 120 to Article 123 become Article 139, Article 140, Article 141 and Article 142.



Article 143



The words of 'Article 122' appeared in the original Article 124 is changed to 'Article 141' and amendments are made to
the numbering of the items. This Article is amended as follows:



A loan guarantee provided by the Company in breach of paragraph (1) of Article 141, that constitutes no violations of
laws, administrative regulations and relevant provisions, shall not be enforced against the Company, unless:



1.   it was provided in connection with a loan to a connected person of a Director, supervisor, manager or officer of
the Company or its parent company and at the time the loan was advanced the lender did not know of the relevant
circumstances.



2.   any collateral provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.



Article 144



The original Article 125 becomes Article 144.



Article 145



The Chinese word '(Chinese Characters)' appeared in paragraph 2 of the original Article 126 is changed to '(Chinese
Characters)'.



Article 146



The original Article 127 becomes Article 146.



Article 147



The original Article 128 becomes Article 147.



                          Chapter 15 Financial and Accounting System and Profit Distribution



Article 148



The original Article 129 is amended as follows:



The company shall establish its own financial and accounting system in accordance with the relevant laws,
administrative regulations and other national provisions.



Bases and explanation: Article 143 of Guide for Articles of Association.



Article 149



The original Article 130 is amended as follows:



The company shall prepare financial reports at the end of each financial year and prepare interim reports after the
first six months of each financial year. Such financial reports shall be examined and verified in accordance with the
laws.



Bases and explanation: Article 144 of Guide for Articles of Association.



Article 150



The original Article 131 becomes Article 150.



Article 151



The Chinese words of '(Chinese Characters)' appeared in the original Article 132 is changed to '(Chinese Characters)'.



Article 152 and Article 153



The original Article 133 and Article 134 become Article 152 and Article 153.



Article 154



The following article is added as Article 154:



The annual financial reports and interim financial reports indicating interim profit distribution shall include the
following:



1.   balance sheet;



2.   profit statement;



3.   profit distribution statement;



4.   cash flow statement;



5.   notes to the financial statement;



6.   other documents required by the Listing Rules of the stock exchange where the Company listed.



If the Company doesn't make an interim profit distribution, the interim financial report shall include financial
statements and notes except the above sub-classes (3).



Bases and explanation: Article 145 of Guide for Articles of Association.



Article 155



The original Article 135 becomes Article 155.



Article 156



The original Article 136 becomes Article 156.



Article 157



The original Article 137 is now amended as follows:



The profits of the Company after making allowances for taxes and levies shall be applied in the following order:



1.    making up of losses;



2.    allocation to statutory common reserve;



3.    allocation to statutory provident fund;



4.    allocation to discretionary common reserve fund;



5.    payment of dividends in respect of ordinary shares.



The detailed distribution proportions in respect of items 4 to 5 above for any year shall be formulated by the Board in
accordance with the operational conditions and development requirements of the Company and shall be submitted to the
shareholders' general meeting for approval.



No dividend shall be paid before the Company has made up its losses and has made allocation to the statutory common
reserve and statutory provident fund. No dividends, unless the same is not paid by the Company when due and payable,
shall bear interest as against the Company.



The Company shall allocate 10 percent of its profits after tax to the statutory common reserve, provided that no
allocation is required if the statutory common reserve shall have reached 50 percent of the registered capital of the
Company.



The Company shall allocate 10 percent of its profits after tax to the statutory provident fund;



The discretionary common reserve fund shall be allocated separately out of the profits of the Company in accordance
with the resolutions of shareholders' general meetings.



Bases and explanation: The adjustment and amendments are made to the order and the format of the article.



Article 158



The following article is added as Article 158:



The common reserve includes the statutory common reserve, the discretionary common reserve fund and the capital common
reserve.



The following sums shall be appropriated to the capital common reserve:



1.   the amount of share premium arising from the issue of shares at a premium;



2.   other income required by the State Council department in charge of finance to be appropriated to the capital
common reserve.



The common reserve shall only be used for the following purposes:



1.    to make up losses;



2.    to expand the Company's production operations; and



3.    for conversion into share capital.



The Company may, upon approval by a resolution of shareholders' general meeting, convert its common reserve into share
capital and issue bonus shares to existing shareholders in proportion to their original shareholdings or increase the
nominal value of each share. When converting the Company's statutory common reserve into capital, the amount of such
reserve remaining unconverted must not be less than 25 percent of the registered capital.



Bases and explanation: the adjustments are made to the order of the article.



Article 159



The following article is added as Article 159:



The Company shall allocate monies to its statutory provident fund and use the funds for the collective welfare of its
employees.



Bases and explanation: Article 180 of Company law.



Article 160



The following article is added as Article 160



Subject to Article 158, annual dividends shall be paid in proportion to the shareholding of each shareholder within 6
months after the end of each financial year. The annual dividends shall be sanctioned by the shareholders' general
meetings but the amount of dividends payable shall not exceed the amount recommended by the Board. Unless otherwise
resolved by the shareholders' general meeting, the Board may distribute interim dividends or bonus.



After the shareholders' general meeting makes a resolution with respect to the profit distribution plan, the Board
shall complete the distribution of dividends (or shares) within 2 months after the general meeting.



Bases and explanation: Article 150 of Guide for Articles of Association, and the adjustments are made to the order of
the article.



Article 161



The original Article 138 is amended as follows:



The Company may distribute dividends by way of cash or bonus shares (or a combination of both).



Dividends or other distributions on ordinary shares shall be distributed and denominated in Renminbi.



Dividends or other distributions on domestic shares shall be paid in Renminbi.



Dividends or other distributions payable on overseas-listed foreign-investment shares listed in Hong Kong and London
shall be paid in Hong Kong dollars. The conversion rate shall be the average of the closing Renminbi-Hong Kong dollar
conversion rates quoted by the People's Bank of China on each business day in the calendar week preceding the date of
declaration of dividend or distributions.



When distributing dividends to shareholders, the Company shall make withholdings for tax payable on dividend payable to
shareholders in accordance with PRC tax law.



When the Company distributes dividends in the form of shares, approval shall be obtained from the State examination and
approval authority.



Bases and explanation: adjustments are made to the order and format of the article.



Article 162



The original Article 139 becomes Article 162.



Article 163



The following article is added as Article 163:



The Company shall adopt an internal audit system. It shall have specialized auditing staff to conduct internal audit
and supervision of its revenues and expenditures and economic activities.



Bases and explanation: Article 152 of the Guide for Articles of Association.



Article 164



The following article is added as Article 164:



The Company's internal audit system and the duties of the auditing staff shall be effected upon approval by the Board.
The person-in-charge of audit shall be accountable to and report their work to the Board.



Bases and explanation: Article 153 of the Guide for Articles of Association.



                                         Chapter 16: Appointment of Audit Firm



Article 165



The original Article 140 becomes Article 165.



Article 166



The original Article 141 is amended as follows:



The term of appointment of an audit firm appointed by the Company shall be one year commencing from the conclusion of
the annual general meeting at which they are appointed until the conclusion of the next annual general meeting of the
Company. The appointment may be renewed upon expiry of the appointment term.



Bases and explanation: the amendments to this article are made based on Article 154 of the Guide for Articles of
Association.



Article 167, Article 168, Article 169



The original Article 142 to Article 144 become Articles 167, 168 and 169 respectively.



Article 170



The original Article 145 is amended as follows:



Remuneration of the audit firm and the manner by which it is determined shall be decided by shareholders in general
meeting. Where the audit firm is appointed by the Board to fill up a vacancy, its remuneration shall be decided by the
Board and reported to the shareholders in general meeting for approval.



Bases and explanation: this article is revised based on Article 158 of the Guide for Articles of Association.



Article 171



Paragraph 1 of the original Article 146 is revised according to the relevant provisions and the format of this article
is modified. The article is amended as follows:



The appointment, dismissal or termination of the office of an audit firm by the Company shall be determined at
shareholders' general meetings and disclosed on the relevant newspapers in accordance with the applicable laws,
administrative regulations, share Listing Rules and other relevant provisions and, where necessary, the reason for the
replacement shall be stated, and reported to the State Council securities regulatory authorities and Chinese Institute
of Certified Public Accountants for record.



The shareholders' general meetings shall abide by the following provisions when proposing to pass a resolution
regarding the appointment of an audit firm not currently serving the Company to fill the vacancy of auditor, or the
renewal of terms of service of an audit firm appointed by the Board to fill the vacancy, or the dismissal of an audit
firm before the expiry of its term:



1.   When the Company appoints or dismisses an audit firm, written notice shall be sent 10 days prior to the date for
convening shareholders' general meeting to the audit firm to be appointed, the audit firm to be dismissed or the audit
firm which has left its post during the accounting year.



'Leaving' includes dismissal, resignation and retirement.



2.   In the event that the audit firm leaving office makes a statement in writing and requests the Company to inform
shareholders of such statement, unless the Company receives the statement too late, the Company shall adopt the
following measures:



(1)    state on the notice issued for adoption of the resolution that the audit firm about to leave its post has made a
statement;



(2)    submit the copy of the statement as an appendix to the notice to the shareholders in the manner stipulated in
the Articles.



3.   In the event that the statement of the audit firm has not been despatched in accordance with the provisions in
paragraph (2) of this Article, the audit firm concerned may request such statement to be read at the shareholders'
general meeting, and may make further statements.



4.   The audit firm leaving its post shall be entitled to attend the following meetings:



(1)    the shareholders' general meeting at which its term of service would otherwise expire;



(2)    the shareholders' general meeting at which it is proposed to fill the vacancy caused by its dismissal;



(3)    the shareholders' general meeting convened as a result of its voluntary resignation.



The audit firm leaving service shall be entitled to obtain all notices of meeting of the aforementioned meetings and
other information relating to such meetings; it shall also be entitled to present its views at the aforementioned
meetings on matters in relation to its previous engagement as the audit firm of the Company.



Bases and explanation: Article 159 of the Guide for Articles of Association.



Article 172



In the original Article 147, the format of certain paragraphs and part of its content including paragraph 1 are
amended. The article is amended as follows:



In the event of the dismissal or termination of the office of an audit firm, such audit firm which is to be dismissed
or whose office is to be terminated shall be given notice in advance in accordance with the provisions of these
Articles. Such audit firm shall have the right to present its views at shareholders' general meetings. In the event
that the audit firm considers that the dismissal or termination of its office is without proper reasons, it may appeal
to the State Council securities regulatory authority or Chinese Institute of Certified Public Accountants. In the event
that the audit firm resigns on its own initiative, such audit firm shall be required to inform the shareholders at
shareholders' general meeting whether or not there is any impropriety in the Company.



The audit firm may resign from office by a notice in writing deposited at the legal address of the Company. Any such
notice shall be effective on the date on which it is deposited at the legal address of the company or on such later
date as may be specified therein and must contain:



1.   A statement to the effect that there are no circumstances connected with its resignation which it considers should
be brought to the notice of the shareholders or creditors of the Company;



2.   A statement of any such circumstances which should be accounted for.



After receipt of the written notice referred to in the preceding paragraph, the Company shall within 14 days send a
copy of the notice to the authority-in-charge. If the notice contains a statement referred to in the two preceeding
items above, a copy of that notice shall be deposited at the Company for inspection by shareholders. The Company shall
also send a copy of the notice to every overseas-listed foreign-investment shareholder by prepaid post to his/her
address as recorded in the register(s) of shareholders.



Where the audit firm's notice of resignation contains a statement that should be made, it may require the Directors to
convene an extraordinary general meeting for the purpose of receiving an explanation of the circumstances connected
with its resignation.



Bases and explanation: the amendments are made based on Article 160 of the Guide for Articles of Association and the
serial numbers of certain paragraphs are altered.



                                    Chapter 17: Merger and Division of the Company



Article 173



The original Article 148 is amended as follows:



The Company may conduct merger or division in accordance with laws. The merger or division of the Company shall follow
the procedures below:



1.   the Board prepares a plan for merger or division;



2.   the shareholders' general meeting passes a resolution in accordance with these Articles;



3.   the parties concerned sign the contract for merger or division;



4.   the relevant approval procedures are effected in accordance with laws;



5.   deal with matters relating to the merger or division such as creditor's right and liabilities;



6.   carry out the registration for dissolution or alteration of registration.



In case of merger or division, the Board of the Company shall take all necessary measures to protect the lawful rights
and interests of the shareholders opposing the merger or division.



Shareholders opposing the merger or division plan are entitled to request the Company or shareholders who agree to such
a plan to purchase their shares at a fair price.



The contents of the resolution in respect of a merger and division of the Company shall form a special document and
will be made available to the shareholders for examination.



In respect of holders of overseas-listed foreign-investment shares, the above mentioned document shall be sent to such
shareholders by mail.



Bases and explanation: the amendments are made based on Articles 169 and 170 of the Guide for Articles of Association
in conjunction with the content of this article.



Article 174, 175 and 176



The original Articles 149 to 151 become Articles 174, 175 and 176 respectively.



                                Chapter 18: Dissolution and Liquidation of the Company



Article 177



The original Article 152 becomes Article 177.



Article 178



An additional paragraph is added to the original Article 153 as paragraph 2 and part of the content of the original
article is revised according to the amendments to these Articles. The article is amended as follows:



When the Company is dissolved pursuant to paragraph 1 of the preceding Article, it shall establish a liquidation
committee within 15 days. The composition of such liquidation committee shall be decided by the shareholders in general
meeting.



When the Company is dissolved pursuant to paragraph 2 of the preceding Article, liquidation shall be conducted by the
relevant parties to the merger or division in accordance with the contract signed in respect of the merger or division.



If the Company is dissolved pursuant to paragraph (3) of the preceding Article, the People's Court shall form a
liquidation committee according to law from amongst the shareholders, relevant authorities and relevant professionals
to carry out the liquidation of the Company.



If the Company is dissolved pursuant to paragraph (4) of the preceding Article, the authority-in-charge shall arrange
for the shareholders, relevant authorities and relevant professionals to establish a liquidation committee to carry out
the liquidation.



Bases and explanation: liquidation procedures for dissolution due to merger or division are added based on Article 177
of the Guide for Articles of Association.



Article 179



Paragraph 2 of the original Article 154 is amended as follows:



Upon the passing of the resolution approving the liquidation of the Company at shareholders' general meeting and the
establishment of a liquidation committee, the power of the Company's Board shall cease immediately. During the course
of liquidation, the Company shall not engage in new business activities.



Bases and explanation: Article 178 of the Guide for Articles of Association.



Article 180



The original Article 155 is amended as follows:



The liquidation committee shall notify creditors within 10 days of its establishment and shall advertise the same in
newspapers designated by the State Council securities regulatory authority at least three times within 60 days of its
establishment. All claims shall be registered by the liquidation committee.



Bases and explanation: Article 180 of the Guide for Articles of Association.



Article 181



The original Article 156 becomes Article 181.



Article 182



The original Article 157 is amended as follows:



After the liquidation committee has thoroughly examined the assets of the Company and has prepared a balance sheet and
an assets list, it shall draw up a proposal for liquidation and submit the same for confirmation by the shareholders in
general meeting and the relevant authority-in-charge.



The Company's assets shall be applied in the following order:



1.   liquidation expenses;



2.   outstanding wages and social insurance expenses of staff and workers;



3.   outstanding taxes, surcharges and contributions to funds payable;



4.   bank loans, Company bonds and other debts of the Company;



5.   distribution to shareholders according to the class of shares held by them and their shareholding proportion.



Bases and explanation: this article is revised based on Article 183 of the Guide for Articles of Association and the
amendments to the article.



Article 183, Article 184



The original Articles 158 and 159 become Articles 183 and 184 respectively.



                                     Chapter 19: Procedures for Making Amendments

                                            to the Articles of Association



Article 185



The original Article 160 is amended as follows:



The Company may amend its Articles in accordance with provisions contained in relevant laws, administrative regulations
and these Articles upon approval by the original examination and approval authority. The amended Articles shall take
effect upon approval at shareholders general meeting by a special resolution and approval by the original examination
and approval authority.



The Company shall amend its Articles upon occurrence of any of the following circumstances:



1.   The Company Law or other relevant laws and administrative regulations are revised and the provisions of these
Articles are in conflict with the revised laws and administrative regulations;



2.   There are changes in the situation of the Company which are inconsistent with that contained in these Articles;



3.   The shareholders' general meeting resolves to amend these Articles.



Bases and explanation: Article 187 of the Guide for Articles of Association.



Article 186



The original Article 161 is amended as follows:



Where any amendments to these Articles (approved by resolution of shareholders' general meeting) are required be
examined and approved by the competent authority, they shall be reported to the examination and approval authority
authorized by the State Council for approval. Where such amendments involve the Mandatory Provisions, they shall also
be reported to the State Council securities regulatory authority for approval. Where such amendments involve company
registration matters, they shall be subject to the alteration of registration according to laws.



Where the amendments to these Articles are information to be disclosed as required by laws, regulations, rules,
standardization documents and listing rules of the stock exchange on which the Company's shares are listed, they shall
be disclosed accordingly.



Bases and explanation: Articles 188 and 190 of the Guide for Articles of Association.



                                          Chapter 20: Settlement of Disputes



Article 187



The original Article 162 becomes Article 187.



                                                  Chapter 21: Notice



Article 188



The following article is added as Article 188:



Unless the applicable laws, administrative regulations and the relevant Listing Rules requires otherwise, notice of the
Company shall be given by the following methods:



1.   to be delivered by hand;



2.    to be sent by post;



3.    to be given by way of public notice;



4.   any other methods permitted by the relevant provisions of laws and administrative regulations.



Notice of the Company, if delivered by hand, shall be deemed to be served on the day of acknowledgement of receipt by
the addressee by signing or affixing a seal on the receipt of service; if sent by post, shall be deemed to be served on
the day of delivering the same to the post office; if given by public notice, shall be deemed to be served on the first
day of publication of the notice and all parties concerned shall be deemed to have received the notice once it is
published.



Bases and explanation: Articles 161, 162 and 166 of the Guide for Articles of Association.



Article 189



The original Article 163 becomes Article 189.



                                                Chapter 22: Definitions



Article 190



In the original Article 164, the definition of 'Company' is amended as follows:



the 'Company' means Datang International Power Generation Company Limited



                                         Chapter 23: Supplementary Provisions



Article 191



The following article is added as Article 191:



In these Articles, the expressions 'more than' and 'less than' which are related to figures and the expressions 'within
X day(s)' and 'X days before' which are related to time shall include the figure referred to in the expression.



Article 192



The following article is added as Article 192:



These Articles are subject to the interpretation of the Board of the Company.



APPENDIX II                                                                                  GENERAL INFORMATION



1.     RESPONSIBILITY STATEMENT



This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information
with regard to the Group. 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 not contained in this circular, the omission of which would make any
statement herein misleading.



2.     DISCLOSURE OF INTERESTS



(a)     Directors and supervisors of the Company



As at the Latest Practicable Date, none of the Directors, chief executive officer or supervisors of the Company had any
interest or short position 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 Part XV of the SFO) which was required to be notified to the
Company and the Hong Kong 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 in the register required to be kept by the Company pursuant to 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 Companies as contained in Appendix 10 to the
Listing Rules.



(b)    Substantial shareholders



As at the 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 Company's shares which falls 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:


                               Shares held/Approximate shareholding percentage

                                            Interest
                                         Approximate       Approximate
                                          percentage        percentage          Approximate              Short
                                                  of                of                                position
                                        shareholding      shareholding           percentage
                                                  in                in                   of
                                                 the               the         shareholding
                                           Company's         Company's                   in
Name of                    Number of    total issued      total issued            the total
                                                                                     issued
shareholder   Shares     shares held           share          domestic             H Shares
                                             capital            shares

CDGC        Domestic   1,828,768,200           35.43                49                    -                  -
BIPDIC      Domestic     671,792,400           13.01                18                    -                  -
HCIC        Domestic     671,792,400           13,01                18                    -                  -
TJIC        Domestic     559,827,000           10.84                15                    -                  -



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, or was otherwise a substantial shareholder (as such term is defined in the Listing Rules) of the Company.



Save as disclosed herein, as at the Latest Practicable Date, none of the Directors, the Company's supervisors nor DBS
Asia had any interest, direct or indirect, in any assets which had, since 31 December 2003, being the date to which the
latest published audited accounts of the Company were made up, been acquired or disposed of by or leased to any member
of the Group or were proposed to be acquired or disposed of by or leased to any member of the Group.



Save as disclosed herein, as at the 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.



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



As at the Latest Practicable Date, DBS Asia has not had 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 any member of the Group.



3.    Procedures for demanding a poll by shareholders of the Company



Pursuant to the Articles of Association, a general voting shall be made at the shareholders meeting by a show of hands.
However, (i) the chairman of the meeting; or (ii) at least two shareholders of the Company present in person or by
proxy entitled to vote at the meeting; or (iii) one or more shareholders of the Company present in person or by proxy
representing 10% or more of the total voting rights of all the shareholders of the Company, 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.



A poll demanded on the election of a chairman, or a question of adjournment, shall be taken forthwith. Other issues
shall be voted by poll at the time to be decided by the chairman, and the meeting can continue with other matters. The
result of such voting by poll shall also be regarded as the resolution adopted at the meeting.



4.     QUALIFICATIONS OF EXPERTS



The following are the qualification of the expert who have given opinions or advice which are contained in this
circular:


Name                                           Qualification


DBS Asia Capital Limited                       Deemed licensed corporation to carry out regulated activities of
                                               advising on securities and corporate finance under the SFO




5.     CONSENT



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 it appears.



6.     NO MATERIAL ADVERSE CHANGE



The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31
December 2003, being the date to which the latest published audited accounts of the Group were made up.



7.     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 to be pending or threatened by or against any member of the Company and its
subsidiaries.



8.     GENERAL



(a)   The legal address and head office of the Company is situated at 14 Jingsan Road, Jinan, No. 482 Guanganmennei
Avenue, Xuanwu District, Beijing, the PRC.



(b)   The Hong Kong share registrar and transfer office of the Company is Computershare Hong Kong Investor Services
Limited at Room 1712-1716, Hopewell Centre, 183 Queen's Road East, Hong Kong.



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



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



9.     DOCUMENTS AVAILABLE FOR INSPECTION



Copies of the following documents will be available for inspection at the offices of Simmons & Simmons at 35th Floor,
Cheung Kong Center, 2 Queen's Road Central, Hong Kong during normal business hours from the date of this circular to
and including 11 June 2004:



(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 'Consent' in this appendix.



NOTICE OF EXTRAORDINARY 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 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); and



(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 '(Chinese Characters)Beijing Datang Power Generation Co. Ltd.' to '(Chinese
Characters)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



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 22 June 2004 at 11:30 a.m. (or immediately after the
extraordinary general 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 'H Shares
Class Meeting') to consider and, if thought fit, to pass the following resolutions:



1.     THAT the Company's application for the proposed issue of not more than 1,000,000,000 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 special 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 special resolution 1(1) be and
is hereby considered and approved;



(4)    THAT the 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 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
resolution 1 above, shall be valid for one year from the date of passing of the relevant resolutions at the forthcoming
H Shares Class Meeting and being approved by way of resolutions at an extraordinary general meeting and the domestic
shares class meeting of the Company be and is hereby considered and approved.



                                                 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 holders of domestic shares of the Company ('Domestic
Shares')



           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 circulating, to the aforesaid holders of Domestic Shares 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 is subject to the Company's independent shareholders' approval respectively. Details
of such 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 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 22 May 2004 to 22 June 2004, both dates inclusive, during which
period no transfer of shares will be registered. The Company's holders of H Shares, whose names appear on the register
of members of the Company on 22 May 2004 are entitled to attend and vote at the H Shares Class Meeting.



(B)      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.



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



(D)     To be valid, holders of H Shares 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's H Share registrar Computershare Hong Kong Investor Services Limited, which is located at Rooms 1712-16
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.



(E)      Shareholders of the Company who wish to attend the H Shares Class Meeting are required to return to the
Company's H Share registrar Computershare Hong Kong Investor Services Limited, which is located at Rooms 1712-16
Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, notice of attendance on or before 1 June 2004 (3 weeks
before the date of the meeting). Completion and return of the form of proxy and notice of attendance will not preclude
a holder of H Shares from attending and voting at the H Shares Class Meeting in person.



(F)      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.



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



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 22 June 2004 at 12:00 noon (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:



1.     THAT the Company's application for the proposed issue of not more than 1,000,000,000 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 special 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 special resolution 1(1)
be and is hereby considered and approved;



(4)      THAT the 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 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
resolution 1 above, shall be valid for one year from the date of passing of the relevant resolutions at the forthcoming
Domestic Shares Class Meeting and being approved by way of resolutions at an extraordinary general meeting and the H
shares class meeting of the Company be and is hereby considered and approved.



                                                 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 holders of domestic shares of the Company ('Domestic
Shares')



          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 circulating, to the aforesaid holders of Domestic Shares 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 is subject to the Company's independent shareholders' approval respectively. Details
of such 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 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 22 May 2004 to 22 June 2004, both dates inclusive,
during which period no transfer of shares will be registered. The Company's holders of Domestic Shares, whose names
appear on the register of members of the Company on 22 May 2004 are entitled to attend and vote at the Domestic Shares
Class Meeting.



(B)     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.



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



(D)     To be valid, holders of Domestic Shares 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's Domestic Share registrar Computershare Hong Kong Investor Services Limited, which is located at Rooms
1712-16 Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the time scheduled
for holding the Domestic Shares Class Meeting.



(E)     Shareholders of the Company who wish to attend the Domestic Shares Class Meeting are required to return to the
Company's Domestic Share registrar Computershare Hong Kong Investor Services Limited, which is located at Rooms 1712-16
Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, notice of attendance on or before 1 June 2004 (3 weeks
before the date of the meeting). Completion and return of the form of proxy and notice of attendance will not preclude
a holder of Domestic Shares from attending and voting at the Domestic Shares Class Meeting in person.



(F)     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.



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









                      This information is provided by RNS
            The company news service from the London Stock Exchange