Re Agreement

Beijing Datang Power Generation Com
17 May 2001


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



               BEIJING DATANG POWER GENERATION COMPANY LIMITED

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





CONNECTED TRANSACTION

According to an Equity Interest Transfer Agreement made amongst Beijing Datang
Power Generation Company Limited (the ''Company''), Shanxi Provincial Power
Company, Power Construction No. 1 Company of the Shanxi Provincial Power
Company and Datong City Heat and Power Station, each of Shanxi Provincial
Power Company, Power Construction No. 1 Company of the Shanxi Provincial Power
Company and Datong City Heat and Power Station has agreed to transfer certain
of its equity interests in Shanxi Datong Pingwang Heat and Power Company
Limited to the Company.



The transaction between the Company on the one part and Shanxi Provincial
Power Company, Power Construction No. 1 Company of the Shanxi Provincial Power
Company and Datong City Heat and Power Station on the other constitutes a
connected transaction for the Company under Chapter 14 of the Rules Governing
the Listing of Securities on the Stock Exchange of Hong Kong Limited (the
''Listing Rules'').



INTRODUCTION

On 9 May 2001, Beijing Datang Power Generation Company Limited (the
''Company'') entered into an Equity Interest Transfer Agreement (the
''Transfer Agreement'') with Shanxi Provincial Power Company (''Shanxi
Power''), Power Construction No. 1 Company of the Shanxi Provincial Power
Company (''Construction Company'') and Datong City Heat and Power Station
(''Heat and Power Station''). According to the Transfer Agreement, each of
Shanxi Power, Construction Company and Heat and Power Station shall transfer
all or part of its equity interests in Shanxi Datong Pingwang Heat and Power
Company Limited (''Pingwang Heat and Power Co'') to the Company.



As North China Power Group Company (''NCPGC'') holds shares of the Company
representing approximately 35.43% of the total registered share capital of the
Company, according to the Listing Rules, NCPGC is a controlling shareholder of
the Company. Both NCPGC and Shanxi Power are wholly-owned subsidiaries of the
State Power Company (''State Power''), the transaction between the Company on
the one part and Shanxi Power, Construction Company and Heat and Power Station
on the other therefore constitutes a connected transaction of the Company
pursuant to Chapter 14 of the Listing Rules.



THE INVESTMENT

Pingwang Heat and Power Co was established in Datong City Shanxi Province on
14 July 2000, with a registered capital of RMB10 million. Shanxi Power,
Construction Company and Heat and Power Station currently hold 70%, 20% and
10% interest, respectively in Pingwang Heat and Power Co.



Pingwang Heat and Power Co is mainly engaged in the production and sale of
heat and power. Pingwang Heat and Power Co is currently preparing the
preliminary work of the installation of 2 x 200MW coal-fired power and heat
generation units. The project proposal has been approved by the State Economic
and Trade Committee.

According to the Transfer Agreement, each of Shanxi Power, Construction
Company and Heat and Power Station has agreed to transfer its 50%, 20% and 10%
interest, respectively in Pingwang Heat and Power Co. The parties have agreed
that the price for the transfers shall be based on the corresponding share
capital actually paid by Shanxi Power, Construction Company and Heat and Power
Station, which amounts to RMB8 million in total.



As consideration for the transfers, the Company has agreed to pay to each of
Shanxi Power, Construction Company and Heat and Power Station RMB5 million,
RMB2 million and RMB1 million, respectively. The consideration will be paid in
two instalments of 40% and 60% within 30 and 60 days, respectively of the
effective date of the Transfer Agreement. The consideration for the transfers
will be funded from the Company's own internal financial resources.



In accordance with the terms of the Transfer Agreement, the Transfer Agreement
will become effective upon receipt of the valid approvals of the controlling
body of each of the parties. After the completion of the transfer, the Company
and Shanxi Power will hold investment interests representing 80% and 20%,
respectively in Pingwang Heat and Power Co.



As the project developed by Pingwang Heat and Power Co is still at its initial
stage, no funding has yet been put in place by the Company for the development
of the project. In addition, the Company has not committed to incur any
financial or capital spending in Pingwang Heat and Power Co following the
purchase and will not assume any guarantee in connection with the purchase.
Since Pingwang Heat and Power Co is still a project company involving in the
initial stage of the development of the project, no audited accounts have yet
been prepared since its incorporation.



REASONS FOR THE INVESTMENT

The principal business of the Company is to develop, construct, own and
operate coal-fired power plants. The Directors believe the transfer of the
investment interest in Pingwang Heat and Power Co will increase the installed
capacity of the Company, increase its investment base, strengthen its asset
base and increase the return for shareholders, and will also help the Company
realise its development plan to expand its investment base to areas outside
the Beijing-Tianjin-Tangshan region.



The main aim for the establishment of Pingwang Heat and Power Co is to provide
power and heat to the Datong region of Shanxi Province and to support Shanxi
Province's power supply to the Beijing-Tianjin-Tangshan power grid.



Pingwang Heat and Power Co is located in Datong City of Shanxi Province,
adjacent to the Datong coal mining region. The power station is located near
the mines and may utilise coal from the Datong coal mining region, thus,
lowering fuel cost.



GENERAL

The above transaction constitutes a connected transaction for the Company. The
Directors of the Company, including the two independent non-executive
Directors consider the provisions of the Transfer Agreement are fair and
reasonable and are on normal commercial terms. According to Rule 14.25 of the
Listing Rules, as the consideration for the transaction represents less than
3% of the net tangible assets value of the Company as disclosed in the latest
published audited accounts for the year ended 31 December 2000, this
announcement is made to comply with the requirements of the Listing Rules.



By order of the Board

Beijing Datang Power Generation Company Limited

Yang Hongming

Company Secretary

Beijing, 16 May 2001