ShareholdingTransferAgreement

Beijing Datang Power Generation Com
16 November 2000

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  the  shareholding transfer agreement  dated  15th
November   2000  entered  into  between  Beijing  Datang   Power
Generation Company Limited (the 'Company') and North China Power
Group  Company ('NCPGC') and Shanxi Electric Power Co.  ('Shanxi
Power'),  NCPGC and Shanxi Power will transfer their  respective
equity  interests  of  50%  and 10%  in  Shanxi  Shentou  Huajin
Electric  Co.  Ltd. ('Huajin') to the Company (the  'Transfer').
The Transfer 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

The Company has entered into the shareholding transfer agreement
with NCPGC and Shanxi Power on 15th November 2000 ('Shareholding
Transfer Agreement'), pursuant to which, NCPGC and Shanxi Power
will transfer their respective equity interests of 50% and 10%
in Huajin to the Company. In accordance with the Shareholding
Transfer Agreement, the completion of the Transfer shall take
place on the effective date (the 'Effective Date') of the
agreement, being the date when all the conditions (as more
particularly described below) of the Shareholding Transfer
Agreement has been fulfilled.

As NCPGC holds shares of the Company representing approximately
35.43 per cent. 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 State Power Company ('State
Power'), the Transfer therefore constitutes a connected
transaction of the Company under Chapter 14 of the Listing
Rules.

Based on the audited balance sheet of the Company for the year
ended 31st December 1999 and the total consideration for the
Transfer of RMB12,000,000 (approximately HK$11,320,800), the
consideration for the Transfer will not exceed 3% of the net
assets value of the Company.

THE TRANSFER

Pursuant to the Shareholding Transfer Agreement, NCPGC and
Shanxi Power will assign to the Company their respective entire
equity interests of 50% and 10% in Huajin. Completion of the
Transfer as stipulated in the Shareholding Transfer Agreement
shall be conditional upon: 1) all the approvals or confirmations
from the relevant supervisory authorities and governmental
authorities for the Transfer having been obtained and 2) the
transfer of equity interests has been duly approved respectively
by the competent bodies of NCPGC, Shanxi Power and the Company
('the Parties'). The Shareholding Transfer Agreement will lapse
if the conditions set out above are not fulfilled on or before
180 days from the date of the Shareholding Transfer Agreement.
Upon completion, the Company will own 60% interest in Huajin
which will become a subsidiary of the company after the
Transfer. The Company currently has no intention to acquire the
remaining 40% interest in Huajin.

CONSIDERATION FOR THE TRANSFER AND PAYMENT

The Parties have agreed on the consideration for the Transfer as
the amount of capital injected by NCPGC (RMB10,000,000) and
Shanxi Power (RMB2,000,000) in Huajin for a total sum of
RMB12,000,000, which represents the relevant capital
contribution by each of NCPGC and Shanxi Power. The fund will be
paid for by the Company from internal resources.

The Parties have also agreed that the consideration for the
Transfer shall be paid in cash a lump sum to the accounts as
directed by NCPGC and Shanxi Power within 30 days from the
Effective Date of the agreement.

INFORMATION RELATING TO HUAJIN

Huajin is a company incorporated in Shentou, Shuozhou, Shanxi
Province on 8th December 1998 with a registered share capital of
RMB20,000,000. It is a project company for the development of
the second phase of Shanxi Shentou No. 2 Power Plant. It is
currently engaged in the initial stage of the construction of a
coal-fired power plant with an installed capacity of 2 x 500MW.
The proposal for the project has been approved by the State
Development Planning Commission while the feasibility study
report has been submitted by the State Power to the State
Development Planning Commission for approval.

Huajin is co-invested by NCPGC, Shanxi Power and Tianjin Jinneng
Investment Co. ('Jinneng') with respective equity interests of
50%, 10% and 40%. Due to the adjustment in operation strategies,
NCPGC and Shanxi Power will transfer their respective equity
interests of 50% and 10% in Huajin to the Company under the
Shareholding Transfer Agreement executed by the Parties on 15th
November 2000. Jinneng has agreed to waive its pre-emptive right
in respect of the Transfer.

As the project to be developed by Huajin is still in 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 Huajin
following the purchase and will not assume any guarantee in
connection with the purchase. Since Huajin is still a project
company involving in the initial stage of the development of the
project, no audited accounts has yet been prepared since its
incorporation date.

REASONS FOR THE TRANSFER

The principal business of the Company is to develop, construct,
own and operate coal-fired power plants, with a current
installed capacity of 4,350MW. The Directors, including
independent non-executive directors of the Company, consider
that the Transfer is in the best interest of the Company and the
total consideration and the terms of the Transfer are fair and
reasonable. The Directors believe that:

*    the Transfer will increase the installed capacity
     attributable to the Company, increase its investment,
     strengthen its asset base and increase shareholders'
     return;
*    the Company will expand its investment base to areas
     outside the Beijing-Tianjin-Tangshan region through this
     Transfer, so as to increase its market share; and
*    the second phase construction of the Shanxi Shentou No. 2
     Power Plant is a mine-mouth power plant with large units
     and high efficiency, and so cost structure of the Company
     will be improved upon the completion of the Transfer.

INFORMATION RELATING TO SHANXI ELECTRIC POWER COMPANY

Shanxi Power is a wholly-owned subsidiary of State Power. It is
responsible for the supply of electricity to Shanxi Province and
the supply of electricity to the peripheral areas of Beijing,
Tianjin, Hebei and Shaanxi Provinces. It is also engaged in the
construction, installation and commissioning of power plant
projects and the independent operation of the Shanxi power grid.
The Shanxi power grid is part of the North China power grid
which is one of the cross regional power grids in China. The
North China power grid covers Beijing, Tianjin, Shanxi Province,
Hebei Province and the Inner Mongolia Autonomous Region. NCPGC,
the Company and Shanxi Power are the major operating companies
of the North China power grid. The area of operation of NCPGC
and the Company includes Beijing, Tianjin and the Northern Hebei
Province. The area of operation of Shanxi Power mainly includes
Shanxi Province.

GENERAL

The Transfer constitutes a connected transaction for the
Company. According to Rule 14.25 of the Listing Rule, as the
consideration for the transaction represents less than 3% of the
adjusted net tangible assets value of the Company as disclosed
in the latest published audited accounts for the year ended 31st
December 1999, the disclosure requirements of the Listing Rules
for this transaction can be complied with by way of disclosure
in this announcement and in the annual report of the Company.

                                  By order of the Board
                             Beijing Datang Power Generation
                                     Company Limited
                                       Huang Jinkai
                          
                          Chairman

Beijing, 15th November 2000


Please also refer to the published version of this announcement
in the South China Morning Post