Further Notice of H Class Mtg

Beijing Datang Power Generation Com
25 April 2002


                  BEIJING DATANG POWER GENERATION COMPANY LIMITED

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

                      Further Notice of H Class Meeting

A class meeting of the holders of RMB denominated ordinary shares of RMB1.00
each in the registered capital of the Company which are subscribed for and
traded in Hong Kong dollars ('H Shares') is scheduled to 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 ('H Class
Meeting'). As at 18 April 2002, due to the number of H Shares carrying voting
rights represented by holders of H Shares intending to attend the H Class
Meeting does not reach on half or more of the total number of H Shares of the
Company, the H Class Meeting cannot be convened as scheduled. According to
Article 82 of the Articles of Association of the Company, notice is hereby given
once again that the H Class Meeting will be held at the same venue 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) on 10 May, 2002 as originally scheduled.

The forms of proxy for the use by holders of H shares and notice of attendance
delivered to the Company according to Note (D) and Note (E) of the original
notice convening the H Class Meeting shall remain valid and effective.

Please refer to the original notice convening the H Class Meeting which is set
out below for the other information concerning the H Class Meeting.


                       'Notice of H Class Meeting

NOTICE IS HEREBY GIVEN that a class meeting of the holders of RMB denominated
ordinary shares of RMB1.00 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 RMB1.00 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 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, 
    Central Registration Limited at Room 1901-5, Hopewell Center, 183 Queen's 
    Road East, Wanchai, Hong Kong not less that 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, Central 
    Registration 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 
    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.'


                                           By order of the Board of Directors
                                                     Yang Hongming
                                       Executive Director and Company Secretary

22 April, 2002, Beijing, China




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