Notice of Meeting

Beijing Datang Power Generation Com
26 March 2002


               BEIJING DATANG POWER GENERATION COMPANY LIMITED 

                          NOTICE OF H CLASS MEETING


NOTICE IS HEREBY GIVEN that a class meeting of the holders of RMB denominated
ordinary shares of RMB 1.00 each in the registered capital of the Company which
are subscribed for and traded in Hong Kong dollars ('H Shares') will be held on
10 May, 2002 at 10:00 a.m. (or as soon thereafter as the extraordinary general
meeting of the Company convened on the same day and at the same place shall have
been concluded or adjourned), at the conference room of the Company, 8/F, No.
482 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of
China (the 'PRC') to consider and, if thought fit, to pass the following
resolutions as special resolutions (the 'H Class Meeting'): 

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

    (a) approvals being granted by the shareholders of the Company by way of 
        special resolutions at an extraordinary general meeting (the 
        'Extraordinary General Meeting') and the holders of RMB denominated 
        ordinary shares with a nominal value of RMB 1.00 each in the registered 
        capital of the Company ('Domestic Shares') by way of special resolutions 
        at a class meeting of holders of Domestic Shares (the 'Domestic Class 
        Meeting'); and 

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

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

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

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


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



Notes: 

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

(B) Any holders of H Shares entitled to attend and vote at the H 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, the proxy forms for the use of holders of H Shares and, if such
    proxy is signed by a person on behalf of the appointor pursuant to a power 
    of attorney or other authority, a notarised copy of that power of attorney 
    or other authority must be delivered to the Company's H Share Registrar, 
    HKSCC Registrars Limited at Room 1901-5, Hopewell Center, 183 Queen's Road 
    East, Wanchai, Hong Kong not less than 24 hours before the time scheduled 
    for holding the H Class Meeting. 

(E) Holders of H Shares who intend to attend the H Class Meeting are required to
    return the notices of attendance to the Company's H Share Registrar, HKSCC
    Registrars Limited at Room 1901-5, Hopewell Center, 183 Queen's Road East,
    Wanchai, Hong Kong on or before 18 April, 2002 (3 weeks before the day of
    meeting). 

(F) Completion and return of the proxy forms and notices of attendance will not
    affect the right of holders of H Shares to attend and vote at the H Class
    Meeting. 

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


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