Re Agreement

Beijing Datang Power Generation Com
21 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 a Supplemental Investment Agreement for the Establishment of
Yunnan Kaiyuan Power Plant made amongst Beijing Datang Power Generation
Company Limited (the ''Company''), Honghe Tobacco Factory, Yunnan Power Group
Company Limited, Yunnan Province Xiaolongtan Mining Bureau and Yunnan Province
Development and Investment Company Limited, the investment ratio among the
above parties will be adjusted from 15%, 32%, 19%, 18% and 16% to 70%, 5%,
10%, 10% and 5%, respectively.



The transaction between Yunnan Power Group Company Limited and the Company
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 above transaction will be subject to the approval of the
shareholders at a Shareholders' General Meeting. An Extraordinary General
Meeting of the Company will be held on 14 August 2001 to consider the above
investment.





INTRODUCTION



On 7 January 2001, the Company entered into an Investment Agreement to
Establish Yunnan Kaiyuan Power Plant (''Investment Agreement'') with Honghe
Tobacco Factory (''Honghe Factory''), Yunnan Power Group Company Limited
(''Yunnan Power''), Yunnan Province Xiaolongtan Mining Bureau (''Mining
Bureau'') and Yunnan Province Development and Investment Company Limited
(''Development and Investment Co'') for the establishment of Yunnan Kaiyuan
Power Generation Company Limited (''Kaiyuan Power Generation Co'').



Pursuant to the Investment Agreement, the Company, Honghe Factory, Yunnan
Power, Mining Bureau and Development and Investment Co, in accordance with the
PRC Company Law, will hold investment interests of 15%, 32%, 19%, 18% and 16%,
respectively in Kaiyuan Power Generation Company. The parties to the
Investment Agreement agreed to invest in Kaiyuan Power Generation Co with the
view to jointly develop Yunnan Kaiyuan Power Plant (''Kaiyuan Power Plant'').



According to the requirements of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (''Listing Rules''), the Company
announced the matter in English in the South China Morning Post and in Chinese
in the Hong Kong Economic Times on 20 February 2001.



On 9 May 2001, the Company entered into a Supplemental Investment Agreement
for the Establishment of Yunnan Kaiyuan Power Plant (''Supplemental
Agreement'') with Honghe Factory, Yunnan Power, Mining Bureau and Development
and Investment Co, whereby the parties agreed that the investment ratio of the
Company, Honghe Factory, Yunnan Power, Mining Bureau and Development and
Investment Co will be adjusted to 70%, 5%, 10%, 10% and 5%, respectively.
Apart from the change of investment ratio as set out in the Supplemental
Agreement, the other terms of the Investment Agreement remain unchanged.



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 Yunnan Power are wholly-owned subsidiaries of the
State Power Company (''State Power''), the transaction between the Company and
Yunnan Power therefore constitutes a connected transaction of the Company
pursuant to Chapter 14 of the Listing Rules.







THE INVESTMENT



Due to its adjustment of the business strategy and investment structure, each
of Honghe Factory, Yunnan Power, Mining Bureau and Development and Investment
Co has agreed to reduce its investment ratio in Kaiyuan Power Plant project
and to transfer the same to the Company. The Company believes that the
increase of its investment interest in the Kaiyuan Power Plant project will
enable the Company to gain control of the project and therefore will be able
to exercise more control over cost and the operational management of the
project.



Pursuant to the Investment Agreement and Supplemental Agreement, the total
investment of Kaiyuan Power Generation Co is RMB2,690 million, subject to the
final examination and approval of the budgetary estimate by the parties to the
Investment Agreement and the PRC government. The registered capital of Kaiyuan
Power Generation Co is RMB538 million and will be contributed in cash by the
Company, Honghe Factory, Yunnan Power, Mining Bureau and Development and
Investment Company as to 70%, 5%, 10%, 10% and 5%, respectively. Accordingly,
the Company will contribute RMB376.6 million to the registered capital of
Kaiyuan Power Generation Co. Such amount will be funded from the Company's own
internal financial resources.



No decision has yet been made on how the balance of the total investment other
than the registered capital will be funded. It is proposed that such amount
will be funded by way of project financing or from bank borrowings.



Please see the public announcements in the South China Morning Post and the
Hong Kong Economic Times of 20 February 2001 made by the Company for more
detailed information on the Kaiyuan Power Plant Project.





REASONS FOR THE INVESTMENT



The principal business of the Company is to develop, construct, own and
operate coal-fired power plants. The Directors believe that the increase in
the Company's investment in Kaiyuan Power Generation 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 North China region.



With regard to the reasons for the investment in the Kaiyuan Project, please
refer to the announcements made by the Company in the South China Morning Post
and the Hong Kong Economic Times of 20 February 2001.





GENERAL



The transaction constitutes a connected transaction for the Company. As the
consideration for the transaction exceeds 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, according to the Listing Rules, it must be
approved by the independent shareholders who have no interest in the
transaction. Any connected person interested in the transaction shall abstain
from voting at the meeting. In this respect, NCPGC has confirmed that it will
not exercise its voting rights. An Extraordinary General Meeting of the
Company will be held at Tuesday on 14 August 2001 to consider and approve the
transaction between the Company and Yunnan Power.



The Company will appoint the Independent Board Committee to provide an opinion
in respect of the investment for the independent shareholders. The Company
will also appoint an independent financial advisor to the Independent Board
Committee to provide an opinion on the investment for the Independent Board
Committee.



A Circular containing the details of the investment, opinion to the
Independent Board Committee from the independent financial advisor and opinion
of the Independent Board Committee will be despatched to the shareholders at
the earliest convenience.





                                                         By order of the Board

                               Beijing Datang Power Generation Company Limited

                                                                 Yang Hongming

                                                             Company Secretary

Beijing, 21 May 2001