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Datang Intl Power Generation Co Ld03 May 2006 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to betaken, you should consult your licensed securities dealer, bank manager,solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in DATANG INTERNATIONAL POWERGENERATION CO., LTD., you should at once hand this circular to the purchaser orthe transferee or to the bank, licensed securities dealer or other agent throughwhom the sale or transfer was effected, for transmission to the purchaser ortransferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this circular, makes no representation as to its accuracy or completeness andexpressly disclaims any liability whatsoever for any loss howsoever arising fromor in reliance upon the whole or any part of the contents of this circular. Datang International Power Generation Co. Ltd. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) Proposed application to issue a shares in the PRC and connected transactions Independent financial adviser to the Independent Board Committee and the Independent Shareholders IT IS IMPORTANT TO NOTE THAT THE PURPOSE OF DISTRIBUTING THIS CIRCULAR IS TOPROVIDE THE SHAREHOLDERS OF THE COMPANY WITH ADDITIONAL INFORMATION ON, AMONGOTHER THINGS, THE PROPOSED ISSUE OF A SHARES BY THE COMPANY, SO THAT THESHAREHOLDERS OF THE COMPANY MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECTOF CERTAIN RESOLUTIONS TO BE TABLED AT THE ANNUAL GENERAL MEETING FOR THE YEAR2005 AND THE CLASS SHAREHOLDERS MEETINGS FOR THE YEAR 2006 OF THE COMPANY. THE ASHARES WILL BE ISSUED ONLY TO SUBSCRIBERS IN THE PEOPLE'S REPUBLIC OF CHINA.THIS CIRCULAR DOES NOT CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFERTO BUY ANY OF THE A SHARES OF THE COMPANY, NOR IS THIS CIRCULAR INTENDED TOINVITE OFFERS FOR ANY CLASS OF SHARES OR OTHER SECURITIES OF THE COMPANY. A letter from the board of directors of the Company is set out on pages 5 to 14of this circular. A letter from the independent board committee of the Companyis set out on pages 15 to 16 of this circular. A letter from DBS Asia CapitalLimited, the independent financial adviser to the independent board committeeand the independent shareholders of the Company, is set out on pages 17 to 23 ofthis circular. A notice dated 3 May 2006 convening each of the annual generalmeeting for the year 2005 and the class shareholders meeting for each of theholders of the overseas listed foreign shares of the Company and the domesticshares of the Company to be held at Conference Room No. 804, No. 482Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of Chinaat 9:00 a.m., 11:00 a.m. and 11:30 a.m., respectively, on 20 June 2006 is setout on pages 29 to 36 of this circular for your reference and the relevant replyslips for attendance and proxy forms are enclosed with this circular. If you areeligible, and intend, to attend any of the aforementioned meetings, pleasecomplete and return the relevant reply slips for attendance in accordance withthe instructions printed thereon as soon as possible and in any event not laterthan 30 May 2006. Whether or not you will attend the annual general meeting ofthe Company for the year 2005 and/or the class shareholders meeting for each ofthe holders of the overseas listed foreign shares of the Company and thedomestic shares of the Company, you are requested to complete and return therelevant proxy forms enclosed herewith in accordance with the instructionsprinted thereon. Completion and return of the proxy form(s) will not precludeyou from attending and voting in person at any of the aforementioned meetings orany adjournment thereof should you so wish. 3 May 2006 CONTENTS PageDEFINITIONS 1LETTER FROM THE BOARD1. Introduction 52. Proposed A Shares Issue 62.1 Structure of the A Shares Issue 62.2 Ancillary matters relating to the A Shares Issue 92.3 Reasons for and benefits of the A Shares Issue and Private Placement Arrangements 112.4 Effects of the A Shares Issue on the capital structure of the Company 113. General Information 123.1 The A Shares Issue and connection transactions 123.2 2005 AGM 133.3 2006 CSMs and closure of the register of members 134. Recommendation 145. Additional information 14LETTER FROM THE INDEPENDENT BOARD COMMITTEE 15LETTER FROM DBS ASIA 17APPENDIX-GENERAL INFORMATION 24NOTICE OF ANNUAL GENERAL MEETING 29NOTICE OF H SHARES CLASS MEETING 33NOTICE OF DOMESTIC SHARES CLASS MEETING 35 DEFINITIONS In this circular, unless the context otherwise requires, the followingexpressions have the following meanings: "2004 AGM" the annual general meeting of the Company for the year ended 31 December 2004 held on 21 June 2005"2004 CSMs" the class shareholders meeting of the Company for each of the holders of H Shares and holders of domestic shares of the Company held on 22 June 2004"2004 EGM" the extraordinary general meeting of the Company held on 22 June 2004"2005 AGM" the annual general meeting of the Company for the year ended 31 December 2005 to be held on 20 June 2006"2005 CSMs" the class shareholders meeting of the Company for each of the holders of H Shares and holders of domestic shares of the Company held on 21 June 2005"2006 CSMs" the class shareholders meeting of the Company for each of the holders of H Shares and holders of domestic shares of the Company to be held on 20 June 2006"2006 Domestic Shares the class shareholders meeting of the holders of domestic Class Meeting" shares of the Company to be held on 20 June 2006"2006 H Shares Class the class shareholders meeting of the holders of H Shares to be Meeting" held on 20 June 2006"A Share(s)" the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each which are to be subscribed in RMB and are proposed to be issued by the Company to (i) part of the existing holders of domestic shares of the Company and (ii) natural person and institutional investors in the PRC"A Shares Issue" the proposed issue of A Shares to (i) part of the existing holders of domestic shares of the Company and (ii) natural person and institutional public investors in the PRC by the Company. The A Shares, subject to the relevant approval of the relevant authorities in the PRC, are proposed to be listed on the Shanghai Stock Exchange"Articles of the articles of association of the CompanyAssociation""associates" having the meaning ascribed to it under the Listing Rules"BEIH" Beijing Energy Investment Holding Company Limited ("Chinese Words"), is a substantial shareholder of the Company. BEIH is a state-owned enterprise resulted from the merger between the Company's original shareholder Beijing International Power Development Investment Company and Beijing Integrated Investment Company. Beijing International Power Development Investment Company originally held 13.01% of the Company's issued share capital, which is now being held by BEIH"Board" the board of Directors"CDGC" China Datang Corporation ("Chinese Words"), a state-owned enterprise established under the laws of the PRC and is a substantial shareholder of the Company holding approximately 35.43% of the issued share capital of the Company"Company" Datang International Power Generation Co. Ltd. ("Chinese Words"), a sino-foreign joint stock limited company incorporated in the PRC on 13 December 1994, the H Shares of which are listed on the Hong Kong Stock Exchange and the London Stock Exchange"Convertible Bond" the convertible bond issued by the Company on 3 September 2003 which can be converted into new H Shares"CSRC" China Securities Regulatory Commission"DBS Asia" DBS Asia Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Private Placement Arrangements, a licensed corporation to carry out types 1, 4 and 6 of the regulated activities under the SFO"Directors" the directors of the Company"Group" the Company and its subsidiaries from time to time"HCIC" Hebei Construction Investment Company ("Chinese Words"), a state-owned enterprise established under the laws of the PRC and a substantial shareholder of the Company holding approximately 13.01% of the issued share capital of the Company"H Shares" the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on the Hong Kong Stock Exchange and the London Stock Exchange"Hong Kong" the Hong Kong Special Administrative Region of the PRC"Hong Kong Stock The Stock Exchange of Hong Kong LimitedExchange""Independent Board a committee of the Board, comprising the independent non- Committee" executive Directors, to be established for the purposes of advising the Independent Shareholders in respect of each of the Private Placement Arrangements"Independent Shareholders other than CDGC and TJIC, their respective associates and any parties acting inShareholders" concert with them"Latest Practicable 27 April 2006, being the latest practicable date for ascertaining certain information referredDate" to in this circular prior to the printing of this circular"Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange"London Stock Exchange" The London Stock Exchange Limited"PRC" the People's Republic of China"Private Placement the proposed private placing of A Shares to CDGC and TJIC at Arrangements" the same issue price as the A Shares to be issued under the Public Subscription Tranche"Public Subscription the public offer of A Shares to natural person and institutional Tranche" investors in the PRC. Such A Shares are proposed to be listed on the Shanghai Stock Exchange"RMB" Renminbi, the lawful currency of the PRC"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Shanghai Stock Shanghai Stock Exchange of the PRCExchange""Shareholder(s)" shareholder(s) of the Company"substantial shareholder has the meaning ascribed thereto in the Listing Rules(s)""TJIC" Tianjin Jinneng Investment Company, a state-owned enterprise established under the laws of the PRC and a substantial shareholder of the Company holding approximately 10.84% of the issued share capital of the Company"%" per cent. LETTER FROM THE BOARD Datang International Power Generation Co. Ltd. (a sino-foreign joint stock limited company incorporated in the People'sRepublic of China) (Stock Code: 991) Executive Directors: Registered office:Mr. Zhang Yi No. 482 Guanganmennei AvenueMr. Yang Hongming Xuanwu District Beijing, 100053Non-executive Directors: PRCMr. Zhai Ruoyu (Chairman)Mr. Hu Shengmu Principal place of businessMr. Fang Qinghai in Hong Kong:Mr. Liu Haixia c/o Simmons & SimmonsMs. Guan Tiangang 35th Floor, Cheung Kong CenterMr. Su Tiegang 2 Queen's Road CentralMr. Ye Yonghui CentralMr. Tong Yunshang Hong KongIndependent non-executive Directors:Mr. Xie SonglinMr. Xu DapingMr. Liu ChaoanMr. Yu ChangchunMr. Xia Qing 3 May2006 To the Shareholders Dear Sir or Madam, PROPOSED APPLICATION TO ISSUE A SHARES IN THE PRC AND CONNECTED TRANSACTIONS 1. INTRODUCTION As mentioned in the announcement dated 6 May 2004 issued by the Company and theCompany's circular dated 27 May 2004, the Company intended to apply to the CSRCfor the issue of not more than 1,000,000,000 A Shares. The proposed A SharesIssue was conditionally approved by way of special resolutions at the 2004 EGMand the 2004 CSMs. These resolutions were, in compliance with and as legallyrequired under the relevant PRC laws, passed with effect for a period of oneyear from the date of the 2004 EGM and the 2004 CSMs, each expired on 21 June2005. As mentioned in the announcement dated 4 May 2005 issued by the Company and theCompany's circular dated 25 May 2005, the Company sought to obtain the approvalfrom the Shareholders for the refreshment of all relevant resolutions relatingto the A Shares Issue in the same structure and manner and in essentiallyidentical terms as those considered and passed at the 2004 EGM and the 2004 CSMsfor a one-year period expiring on 20 June 2006. Such approval from theShareholders had been obtained by way of special resolutions sought at the 2004AGM and 2005 CSMs held on 21 June 2005. As announced in the announcement of the Company dated 4 May 2005, the Companyhad applied to the CSRC in connection with the A Shares Issue and the CSRCindicated on 1 April 2005 its acceptance to review such application. The AShares Issue was, as at the Latest Practicable Date, not completed due to thefact that the formal approval from the CSRC is still pending. The Companyanticipates that the A Shares Issue cannot be completed before the expiry of theaforementioned one-year extension period expiring on 20 June 2006. In view ofthese circumstances, the Board has resolved to seek approval from theShareholders, by way of special resolutions to be sought at the 2005 AGM and the2006 CSMs, to refresh for a further one-year period all relevant resolutionsrelating to the A Shares Issue in the same structure and manner and inessentially identical terms as those considered and passed at the 2004 EGM andthe 2004 CSMs. The purpose of this circular is to provide the Shareholders with furtherinformation in relation to the A Shares Issue so as to enable the Shareholdersto vote on the resolutions to be sought at the 2005 AGM and 2006 CSMs. Therecommendations of the Independent Board Committee to the IndependentShareholders are set out on pages 15 to 16 of this circular. A copy of theletter from DBS Asia containing its advice to the Independent Board Committeeand the Independent Shareholders is set out on pages 17 to 23 of this circular. 2. PROPOSED A SHARES ISSUE 2.1 Structure of the A Shares Issue The proposed structure of the A Shares Issue is set out below: (1) Type of securities to be RMB denominated ordinary shares of the Company. issued: (2) Number of A Shares to Not more than 1,000,000,000 A Shares, the exact be issued: number of which shall be determined by theBoard as proposed to be authorised by the shareholders of the Company at the2005 AGM and the 2006 CSMs. (3) Par value: RMB1.00 per A Share. (4) Target subscribers: The A Shares will be issued in two tranches,namely, to (a) CDGC and TJIC through the Private Placement Arrangements; and (b)natural persons and institutional investors (except those prohibited by PRC lawsor regulations) within the PRC through the Public Subscription Tranche, who arenot connected persons (as defined in the Listing Rules) of the Company. (i) Private Placement Arrangements CDGC and TJIC, the existing holders of domestic shares of the Company, intendedto subscribe at the same issue price as the A Shares to be issued under thePublic Subscription Tranche for not more than 301,704,761 and 92,358,600 AShares (based on the issue of 1,000,000,000 A Shares), respectively,representing approximately 30.17% and 9.24% of the total number of A Shares tobe issued (based on the issue of 1,000,000,000 A Shares), respectively.(Note) Ifthe total number of A Shares to be issued is less than 1,000,000,000, the numberof A Shares to be placed to each of CDGC and TJIC will be adjusted accordinglywith reference to the total number of A Shares to be issued. The extension ofthe validity period for each of the Private Placement Arrangements with CDGC andTJIC constitutes connected transaction of the Company under the Listing Rules,which is subject to the approval of the Independent Shareholders at the 2005AGM. (ii) Public Subscription Tranche The Company intends to issue not more than 605,936,639 A Shares (based on theissue of 1,000,000,000 A Shares) to natural persons and institutional investors(except those prohibited by PRC laws or regulations) within the PRC. Note: Each of CDGC and TJIC issued a written commitment in favour of the Companythat it will fully subscribe in cash, at the same issue price as the A Shares tobe issued under the Public Subscription Tranche, for a maximum of 301,704,761 AShares (in the case of CDGC) and 92,358,600 A Shares (in the case of TJIC). (5) Issue price and pricing The issue price of the A Shares will bedetermined in accordance with strict market principles based on the PRCsecurities market condition at the time when the A Shares Issue takes place. Thefinal issue price as well as the pricing mechanism will, as may be requiredunder the relevant PRC laws and regulations be subject to the approval of allrelevant PRC regulatory authorities including the CSRC. (6) Use of proceeds: It is intended that not more than RMB6 billionwill be raised from the A Shares Issue and the proceeds therefrom are intendedto be used as follows: (a) approximately RMB261 million to complete the Datang Shentou powergeneration project; (b) approximately RMB113 million to complete the Datang Liancheng powergeneration project; (c) approximately RMB321 million to complete the Datang Honghe power generationproject; (d) approximately RMB854 million to complete the Datang Pengshui hydropowergeneration project; (e) approximately RMB547 million to complete phase III of the Datang Tuoketuopower generation project; (f) approximately RMB1,089 million to complete the Datang Chaozhou powergeneration project; (g) approximately RMB235 million to complete phase I of the Datang Ningde powergeneration project; and (h) approximately RMB506 million to complete phase I of the Datang Wushashanpower generation project. The remaining balance of the proceeds from the A Shares Issue, if any, will beused as additional working capital of the Company and for the development ofother power generation projects as approved by the Board and the relevant PRCgovernment authorities. Further announcement will be made in compliance with the Listing Rules as andwhen required. To the extent that proceeds of the A Shares Issue are notsufficient to fund the above projects, the Company will use its internalresources, if necessary. To the extent that the net proceeds from the A Shares Issue are not immediatelyrequired for the above projects, the Company may place such funds in depositswith banks. The Board is authorised to make appropriate adjustments to the useof proceeds from the A Shares Issue and to determine the final plan for the useof proceeds as approved by the Shareholders in the 2004 EGM. In the event thatany material adjustments are to be made to the use of proceeds from the A SharesIssue on the projects as stated above, the Company will make an announcement asand when appropriate. The A Shares Issue shall be conducted in accordance with the requirements of theCSRC. It should be noted that the A Shares Issue and the structure thereof, aresubject to the approval and/or endorsement of the CSRC, and that of the ShanghaiStock Exchange in respect of the listing and trading on the Shanghai StockExchange of such A Shares. 2.2 Ancillary matters relating to the A Shares Issue 2.2.1 Sharing of undistributed profits After completion of the A Shares Issue, the existing and new Shareholders shall,subject to be approved by the Shareholders at the 2005 AGM and the 2006 CSMs, beentitled to mutual sharing of the unappropriated accumulated profits of theCompany when the A Shares Issue takes place. 2.2.2 Taking of necessary action by the Directors The Directors shall, under circumstances that do not violate any PRC laws,regulatory requirements and the Articles of Association and subject to theapproval of the Shareholders at the 2005 AGM and the 2006 CSMs, be authorised tosign all documents and do all acts as are necessary to effect, for the purposeof or otherwise in connection with the A Shares Issue. 2.2.3 Shareholders' approvals passed at the 2004 EGM and 2004 CSMs andrefreshment of such approvals at 2004 AGM and the 2005 CSMs The A Shares Issue was conditionally approved by way of special resolutionspassed at the 2004 EGM and 2004 CSMs. These resolutions were, in compliance withand as legally required under the relevant PRC laws, passed with effect for aperiod of one year from the date of the 2004 EGM and the 2004 CSMs, expired on21 June 2005. The Company had applied to the CSRC for the A Shares Issue and the CSRCindicated on 1 April 2005 its acceptance to review such application. In thiseffect, the Company had obtained the approval from the Shareholders by way ofspecial resolutions sought at the 2004 AGM and 2005 CSMs held on 21 June 2005for the refreshment of all relevant resolutions relating to the A Shares Issuein the same structure and manner and in essentially identical terms as thoseconsidered and passed at the 2004 EGM and the 2004 CSMs for a one-year periodexpiring on 20 June 2006. 2.2.4 Refreshment of such approvals at 2005 AGM and the 2006 CSMs The A Shares Issue was, as at the Latest Practicable Date, not completed due tothe fact that the formal approval from the CSRC is still pending, and theCompany will endeavour to complete the A Shares Issue as soon as practicable. Inthe circumstances, the Board has, in compliance with the relevant PRC laws andregulations, resolved to seek approval from the shareholders of the Company, byway of special resolutions to be sought at the 2005 AGM and the 2006 CSMs, toapprove the following: (a) conditional on the passing of the resolution as set out in paragraph (b)below, to refresh the validity period of all the special resolutions relating tothe A Shares Issue and referred to in special resolution numbered one (save forthe Private Placement Arrangements) in the notice of the 2004 EGM and in specialresolution in the notice of each of the 2004 CSMs, all dated 6 May 2004 issuedby the Company, in the same structure and manner and in essentially identicalterms as those considered and passed at the 2004 EGM and 2004 CSMs for a furtherone-year period from the date of the 2005 AGM and the 2006 CSMs, respectively;and (b) conditional on the passing of the resolution as set out in paragraph (a)above, to refresh the validity period of the Private Placement Arrangementsapproved in the 2004 EGM and 2004 CSMs for a further one-year period from thedate of the 2005 AGM and the 2006 CSMs, respectively. CDGC and TJIC, holding approximately 46.27% of the shares of the Company inaggregate, will abstain from voting on the resolution set out in paragraph (b)above at the 2005 AGM. 2.3 Reasons for and benefits of the A Shares Issue and Private PlacingArrangements The Directors believe that with the proceeds raised from the A Shares Issue, theCompany could further develop its business in the development, construction andoperation of power plants in the PRC. The A Shares Issue will also provide theCompany with an alternative channel to raise further capital and will enhancethe Shareholders base and enlarge the capital base of the Company. It will alsoenhance the profile of the Company in the PRC. The Private Placing Arrangementswill render all of CDGC, BEIH, HCIC and TJIC continue to be substantialshareholders of the Company and the Directors (including the independentnon-executive Directors) consider that the maintenance of such relationshipbetween the Company and each of CDGC, BEIH, HCIC and TJIC, which are all amongthe key state-owned companies operating in such industry in the PRC, isimportant to enhance the future continuing performance of the Company. 2.4 Effects of the A Shares Issue on the capital structure of the Company Set out below is a summary of the changes in the shareholding percentage of theCompany prior to and immediately upon completion of the A Shares Issue based onthe assumption that the entire 1,000,000,000 A Shares will be issued and theConvertible Bond will be fully converted into 222,127,074 H Shares (based on theconversion price of HK$5.4 per H Share) immediately upon completion of the AShares Issue: Prior to the Immediately upon A Shares Issue completion of and before the A Shares Issue conversion of Shareholding and upon full Shareholding any Convertible percentage (%) conversion of the percentage (%) Type of shares Bond (approximate) Convertible Bond (approximate)1. Domestic shares: CDGC 1,828,768,200 35.43 2,130,472,961 (1) 33.37 BEIH 671,792,400 13.01 671,792,400 10.52 HCIC 671,792,400 13.01 671,792,400 10.52 TJIC 559,827,000 10.84 652,185,600 (2) 10.212. Listed shares: A Shares held by public - - 605,936,639 9.49 H Shares held by public 1,430,669,000 27.71 1,652,796,074 (3) 25.89 Total 5,162,849,000 100.00 6,384,976,074 100.00 Notes: (1) Include the 301,704,761 A Shares to be issued under the Private PlacementArrangements. (2) Include the 92,358,600 A Shares to be issued under the Private PlacementArrangements. (3) Include the Convertible Bond issued by the Company assumed to be fullyconverted into 222,127,074 H Shares. The holders of the Convertible Bond havethe right at any time from 20 October 2003 to 2 September 2008 (both datesinclusive) to convert the Convertible Bond into H Shares. Set out below is a summary of the changes in the shareholding percentage of theCompany prior to and immediately upon completion of the A Shares Issue based onthe assumption that the entire one billion A Shares will be issued and noconversion of the Convertible Bond has taken place immediately upon completionof the A Shares Issue: Shareholding Immediately upon Shareholding Prior to the percentage (%) completion of the percentage (%) Type of shares A Shares Issue (approximate) A Shares Issue (approximate)1. Domestic shares: CDGC 1,828,768,200 35.43 2,130,472,961 (1) 34.57 BEIH 671,792,400 13.01 671,792,400 10.90 HCIC 671,792,400 13.01 671,792,400 10.90 TJIC 559,827,000 10.84 652,185,600 (2) 10.582. Listed shares: A Shares held by public - - 605,936,639 9.83 H Shares held by public 1,430,669,000 27.71 1,430,669,000 (3) 23.21 Total 5,162,849,000 100.00 6,162,849,000 100.00 Notes: (1) Include the 301,704,761 A Shares to be issued under the Private PlacementArrangements. (2) Include the 92,358,600 A Shares to be issued under the Private PlacementArrangements. (3) Assuming no conversion of the Convertible Bond has taken place. 3. GENERAL INFORMATION 3.1 The A Shares Issue and connected transactions As at the Latest Practicable Date, each of CDGC and TJIC controlled, or wasentitled to exercise control, approximately 35.43% and 10.84% of the votingrights in respect of the issued share capital of the Company, respectively. Sofar as the Directors are aware and as at the date of this circular, none of theassociates of each of CDGC and TJIC holds any H Shares or domestic shares of theCompany. Each of CDGC and TJIC is a substantial shareholder of the Company (asdefined in the Listing Rules). By virtue of their respective shareholdinginterests in the Company, each of the Private Placement Arrangements, ifmaterialised, will constitute connected transaction under Chapter 14A of theListing Rules and is subject to the approval of the Independent Shareholders atthe 2005 AGM. In accordance with the Listing Rules, CDGC and TJIC, theirrespective associates and parties acting in concert with them will abstain fromvoting in the resolution(s) regarding the extension of the validity period ofthe Private Placement Arrangements for a further one year. In thesecircumstances, the Board has appointed the Independent Board Committee toconsider and advise the Independent Shareholders on, among other things, thePrivate Placement Arrangements, and has appointed DBS Asia as the independentfinancial adviser to advise the Independent Board Committee and the IndependentShareholders. There is no assurance that the A Shares Issue will materialise or will proceedin such manner and in such terms as are set out herein. Investors are thereforeadvised to exercise caution when dealing in the H Shares. Further detailsregarding the A Shares Issue will, when the A Shares Issue materialises, bedisclosed in newspapers in the PRC, and the Company will then publish anannouncement in newspapers in Hong Kong simultaneously in accordance with theListing Rules. 3.2 2005 AGM The Board has resolved to convene the 2005 AGM on Tuesday, 20 June 2006 toapprove, among other things, (i) the Company's financial statements for thefinancial year ended 31 December 2005; (ii) special resolution for the grantingof the general mandate to the Board to issue not more than 20% of the totalnumber of shares of the Company in issue as at the date of the passing of thisresolution within 12 months, subject to the conditions as set out in notenumbered 2 of the notice of annual general meeting for the year 2005 which formspart of this circular; and (iii) special resolutions to refresh for a one-yearperiod from the date of the 2005 AGM all relevant resolutions relating to the AShares Issue in the same structure and manner and in essentially identical termsas those considered and passed at the 2004 EGM. In respect of the specialresolution regarding the Private Placement Arrangements, CDGC and TJIC and theirrespective associates will abstain from voting and such resolution will be takenon poll pursuant to the Listing Rules. A notice dated 3 May 2006 convening the2005 AGM, together with the reply slip for attendance and proxy form, is beingdespatched to the Shareholders with this circular. 3.3 2006 CSMs and closure of the register of members In accordance with Rule 19A.38 of the Listing Rules and the Articles ofAssociation, for the purpose of approving the A Share Issue, the 2006 H SharesClass Meeting and the 2006 Domestic Shares Class Meeting will be held, at whichcertain resolutions will be proposed to consider and, if thought fit, approvethe extension of the validity period of A Shares Issue for a further one yearand the authorisation of the Board to make the final decision, do all acts andsign all such agreements and/or documents as the Board deems necessary forcompleting the A Shares Issue be extended for a further one year, bothcommencing from the date of passing such resolution(s). Shareholders whose names appear on the H Share register of members at the closeof business on Friday, 19 May 2006 are entitled to attend and vote at the 2005AGM and the 2006 H Shares Class Meeting. The H Share register of members will beclosed from 21 May 2006 to 20 June 2006, both days inclusive, during whichperiod no transfer of any H Share will be registered. Holders of the H Sharesintending to attend the 2005 AGM and the 2006 H Shares Class Meeting shouldlodge their respective instrument(s) of transfer and the relevant sharecertificate(s) to the H share registrar of the Company, Computershare Hong KongInvestor Services Limited at 46th Floor, Hopewell Centre, 183 Queen's Road East,Wanchai, Hong Kong, by 4:00 p.m. on Friday, 19 May 2006. If you are eligible, and intend, to attend the 2005 AGM or the 2006 H SharesClass Meeting, please complete and return the relevant reply slip for attendancein accordance with the instructions printed thereon as soon as possible and inany event by Tuesday, 30 May 2006. Whether or not you will attend the 2005 AGMor the 2006 H Shares Class Meeting, you are requested to complete and return therelevant proxy form in accordance with the instructions printed thereon.Completion and returning the relevant proxy form will not preclude you fromattending and voting in person at the 2005 AGM or the 2006 H Shares ClassMeeting or any adjournment thereof should you so wish. 4. RECOMMENDATION Your attention is drawn to the letter from the Independent Board Committee whichis set out on pages 15 to 16 of this circular. The text of a letter from DBSAsia, the independent financial adviser to the Independent Board Committee andthe Independent Shareholders, containing its advice in respect of the PrivatePlacement Arrangements, is set out on pages 17 to 23 of this circular. TheIndependent Board Committee, having taken into account the advice of DBS Asia,consider that the terms of each of the Private Placement Arrangements are fairand reasonable and in the interests of the Company and the Shareholders as awhole. Accordingly, the Independent Board Committee recommends that theIndependent Shareholders vote in favour of the special resolution to refresh fora further one-year period from the date of the 2005 AGM and 2006 CSMs regardingthe issue of a maximum of 301,704,761 A Shares to CDGC and a maximum of92,358,600 A Shares to TJIC by the Company (i.e. the Private PlacementArrangements) at the 2005 AGM. The Directors consider that the resolutions proposed to be passed at the 2005AGM and the 2006 CSMs (including the A Shares Issue) are in the interest of theCompany. Accordingly, the Directors (including the independent non-executiveDirectors) recommend the Shareholders to vote in favour of the resolutions to beproposed at the 2005 AGM and the 2006 CSMs. 5. ADDITIONAL INFORMATION Your attention is drawn to the additional information (including the proceduresfor the Shareholders to demand for a poll) set out in the appendix to thiscircular. Yours faithfully, For and on behalf of the Board of Datang International Power Generation Co., Ltd. Zhai Ruoyu Chairman LETTER FROM THE INDEPENDENT BOARD COMMITTEE Datang International Power Generation Co., Ltd. (a sino-foreign joint stock limited company incorporated in the People'sRepublic of China) (Stock Code: 991) Legal address and head office: No. 482 Guanganmennei Avenue Xuanwu District Beijing, 100053 The People's Republic of China 3 May 2006 To the Independent Shareholders Dear Sir or Madam, We refer to the circular (the "Circular") dated 3 May 2006 to the Shareholdersof which this letter forms part. Unless the context requires otherwise, termsand expressions defined in the Circular shall have the same meanings in thisletter. As mentioned in the Circular, the A Shares Issue was conditionally approved byway of special resolutions passed at the 2004 EGM and 2004 CSMs. Theseresolutions were, in compliance with and as legally required under the relevantPRC laws, passed with effect for a period of one year from the date of the 2004EGM and the 2004 CSMs, expired on 21 June 2005. By way of special resolutionssought at the 2004 AGM and 2005 CSMs held on 21 June 2005, the Company obtainedthe approval from the Shareholders for the refreshment of all relevantresolutions relating to the A Shares Issue in the same structure and manner andin essentially identical terms as those considered and passed at the 2004 EGMand the 2004 CSMs for a one year period expiring on 20 June 2006. The Company had applied to the CSRC for the A Shares Issue and the CSRCindicated on 1 April 2005 its acceptance to review such application. The AShares Issue is, as at the Latest Practicable Date, not completed. In thecircumstances, the Board has, in compliance with the relevant PRC laws andregulations, resolved to seek approval from the Shareholders, by way of specialresolutions to be sought at the 2005 AGM and the 2006 CSMs, to refresh for afurther one-year period from the date of the 2005 AGM and 2006 CSMs all relevantresolutions relating to the A Shares Issue in the same structure and manner andin essentially identical terms as those considered and passed at the 2004 EGMand 2004 CSMs, with, in respect of the relevant resolution regarding the each ofthe Private Placement Agreements, CDGC and TJIC, their respective associates andparties acting in concert with them abstaining from voting at the 2005 AGM. We wish to draw your attention to the letter of advice issued by DBS Asia whichis set out on pages 17 to 23 of the Circular. We have discussed that letter andthe advice contained therein with DBS Asia. Having considered, among otherthings, the factors and reasons considered by, and the advice of, DBS Asia, asstated in the aforementioned letter, we are of the opinion that the termsregarding the proposed issue of A Shares by the Company to each of CDGC and TJICunder the Private Placement Arrangements are fair and reasonable and in theinterests of the Company and the Shareholders as a whole. Accordingly, werecommend that the Independent Shareholders to vote in favour of the specialresolution to refresh for a one-year period from the date of the 2005 AGMregarding the issue of a maximum of 301,704,761 A Shares to CDGC and a maximumof 92,358,600 A Shares to TJIC by the Company (i.e. the Private PlacementArrangements) at the 2005 AGM. Yours faithfully, XIE Songlin XU Daping LIU Chaoan YU Changchun XIA Qing Independent Board Committee LETTER FROM DBS ASIA The following is the text of the letter of advice dated 3 May 2006 from DBS Asiato the Independent Board Committee and the Independent Shareholders in respectof the terms of the proposed issue of A Shares by the Company to each of CDGCand TJIC under the Private Placement Arrangements prepared for the purpose ofincorporation into this circular: 3 May 2006 To the Independent Board Committee and the Independent Shareholders of Datang International Power Generation Company Limited Dear Sirs, CONNECTED TRANSACTIONS PROPOSED ISSUE OF A SHARES UNDER THE PRIVATE PLACEMENT ARRANGEMENTS We refer to our engagement as the independent financial adviser to theIndependent Board Committee and the Independent Shareholders in relation to thePrivate Placement Arrangements, details of which are contained in a circular(the "Circular") issued by the Company to the Shareholders dated 3 May 2006, ofwhich this letter forms part. Expressions used in this letter shall have thesame meanings as defined in the Circular unless the context otherwise requires. As each of CDGC and TJIC is a substantial shareholder of the Company as at theLatest Practicable Date, the proposed issue and allotment of A Shares to CDGCand TJIC under the Private Placement Arrangements, if materialised, constituteconnected transactions of the Company under the Listing Rules. Our scope of workunder this engagement is to assess the fairness and reasonableness of the termsof such connected transactions insofar as the Independent Shareholders areconcerned and to provide our advice to the Independent Board Committee and theIndependent Shareholders as to whether or not the proposed issue and allotmentof A Shares to CDGC and TJIC under the Private Placement Arrangements is fairand reasonable and in the interests of the Company and the Shareholders as awhole. It is not within our scope of work to opine on any other aspects of the AShares Issue or the A Shares Issue as a whole. In arriving at our opinion and recommendations, we have relied on thestatements, information and facts supplied, and representations made to us, bythe Directors, and advisers and representatives of the Company (including thosecontained or referred to in the Circular). We have also relied on theassumptions described in the Circular being materialised in deriving ouropinions and recommendations. We have assumed that the statements, information,facts and representations contained or referred to in the Circular were true,complete and accurate in all respects at the time they were made and given andcontinue to be so in all respects at the date of the despatch of the Circular.We have also assumed that all statements of beliefs, opinions, assumptions andintentions made by the Directors in the Circular were reasonably made after dueand careful enquiry and were based on honestly-held opinions. We have no reasonto doubt the truth, accuracy and completeness of the information provided andrepresentations made to us by the Directors. We have relied on certaininformation available to the public and have assumed such information to beaccurate and reliable, and we have not independently verified the accuracy ofsuch information. We have also been advised by the Directors and believe that nomaterial facts have been omitted from the information and representationsprovided in and referred to in the Circular. We consider that we have been provided and have reviewed sufficient informationto reach an informed view, to justify reliance on the accuracy of theinformation and representations contained in the Circular and to provide areasonable basis for our opinion and recommendations. We have no reason tosuspect that any relevant information has been withheld, nor are we aware of anyfacts or circumstances which would render the information provided and therepresentations made to us to be untrue, inaccurate, or misleading. We have not,however, conducted an independent verification of the information provided to usby the Directors nor have we conducted any form of in-depth investigation intothe businesses and affairs or the prospects of the Company or any of itsrespective subsidiaries or associates or any related transactions referred to inthe Circular. Principal factors and reasons considered In arriving at our opinion with regard to the terms of the proposed issue of AShares to each of CDGC and TJIC under the Private Placement Arrangements, wehave considered the principal factors and reasons set out below: Background and principal terms The Company and its subsidiaries are principally engaged in the development andoperation of power plants, the sale of electricity and thermal power, and therepair and maintenance of power equipment and power-related technical services. The A Shares Issue was conditionally approved by the Shareholders by way ofspecial resolutions at the 2004 EGM and by holders of H Shares and domesticshares of the Company in the respective 2004 CSMs (the "Previously Approved AShares Issue"). These resolutions were, in compliance with and as legallyrequired under the relevant PRC laws, passed with effect for a period of oneyear from the date of the 2004 EGM and the 2004 CSMs, each expired on 21 June2005. With reference to the announcement dated 4 May 2005 issued by the Company andthe Company's circular dated 25 May 2005, the Company sought to obtain theapproval from the Shareholders for the refreshment of all relevant resolutionsrelating to the A Shares Issue in the same structure and manner and inessentially identical terms as those considered and passed at the 2004 EGM andthe 2004 CSMs for a one-year period expiring on 20 June 2006. Such approval fromthe Shareholders had been obtained by way of special resolutions sought at the2004 AGM and 2005 CSMs held on 21 June 2005. As mentioned in the letter from the Board contained in the Circular, thePreviously Approved A Shares Issue was, as at the Latest Practicable Date, notcompleted due to the fact that the formal approval from the CSRC is stillpending. The Company anticipates that the A Shares Issue cannot be completedbefore the expiry of the aforementioned one-year extension period expiring on 20June 2006. In view of these circumstances, the Board has resolved to seekapproval from the Shareholders, by way of special resolutions to be sought atthe 2005 AGM and the 2006 CSMs, to refresh for a further one-year period fromthe date of the 2005 AGM and 2006 CSMs all relevant resolutions relating to thePreviously Approved A Shares Issue in the same structure and manner and inessentially identical terms as those considered and passed at the 2004 EGM andthe 2004 CSMs. The Directors are of the view that the refreshment of allresolutions relating to the Previously Approved A Shares Issue and the PrivatePlacement Arrangements for a further one-year period are in the interests of theCompany and the Shareholders as a whole. As stated in the announcement of the Company dated 19 April 2006, the Companyhad applied to the CSRC in connection with the A Shares Issue and the CSRCindicated on 1 April 2005 its acceptance to review such application. The AShares Issue of not more than 1,000,000,000 A Shares will involve (i) the issueof a maximum of 301,704,761 A Shares and 92,358,600 A Shares to CDGC and TJIC,respectively, at the same issue price as the A Shares to be issued under thePublic Subscription Tranche; and (ii) the issue of a maximum of 605,936,639 AShares to natural persons and institutional investors (except those prohibitedby PRC laws or regulations) within the PRC. Further details regarding thestructure and other aspects of the A Shares Issue are contained in the letterfrom the Board contained in the Circular. In connection with the Private Placement Arrangements, each of CDGC and TJICissued a written commitment in favour of the Company that CDGC and TJIC willfully subscribe in cash, at the same issue price as the A Shares to be issuedunder the Public Subscription Tranche, for a maximum of 301,704,761 A Shares and92,358,600 A Shares, respectively to be allocated to it under the PrivatePlacement Arrangements. The numbers of A Shares to be placed to each of CDGC andTJIC will be adjusted accordingly with reference to the total number of A Sharesto be issued. We note that, as at the Latest Practicable Date, each of CDGC and TJICcontrolled, or was entitled to exercise control, approximately 35.43% and 10.84%of the voting rights in respect of the issued share capital of the Company,respectively. As stated in the letter from the Board contained in the Circular,so far as the Directors are aware and as at the date of the Circular, none ofthe associates of each of CDGC and TJIC holds any H Shares or domestic shares ofthe Company. Each of them is a substantial shareholder of the Company (asdefined in the Listing Rules). By virtue of these relationships, each of thePrivate Placement Arrangements, if materialised, will constitute connectedtransaction under Chapter 14A of the Listing Rules and is subject to theapproval of the Independent Shareholders in the 2005 AGM. In accordance with theListing Rules, CDGC and TJIC, their respective associates and parties acting inconcert with them will abstain from voting in the resolution(s) regarding theextension of the validity period of the Private Placement Arrangements for afurther one year. Reasons for the A Shares Issue As stated in the letter from the Board, the Directors believe that with theproceeds raised from the A Shares Issue, the Company could further develop itsbusiness in the development, construction and operation of power plants in thePRC. It is intended that not more than RMB6 billion will be raised from the A SharesIssue and the proceeds therefrom are intended to be used as follows: (a) approximately RMB261 million to complete the Datang Shentou powergeneration project; (b) approximately RMB113 million to complete the Datang Liancheng powergeneration project; (c) approximately RMB321 million to complete the Datang Honghe powergeneration project; (d) approximately RMB854 million to complete the Datang Pengshui hydropowergeneration project; (e) approximately RMB547 million to complete phase III of the Datang Tuoketuopower generation project; (f) approximately RMB1,089 million to complete the Datang Chaozhou powergeneration project; (g) approximately RMB235 million to complete phase I of the Datang Ningdepower generation project; and (h) approximately RMB506 million to complete phase I of the Datang Wushashanpower generation project. The remaining balance of the proceeds from the A Shares Issue, if any, will beused as additional working capital of the Company and for the development ofother power generation projects as approved by the Board and the relevantgovernment authorities in the PRC. We were advised by the Company that the Company may adjust its proposalregarding its intended use of net proceeds to be raised from the A Shares Issueand it is possible that more power generation projects will be undertaken inaddition to the ones described above. In addition, we note that the final numberof A Shares to be issued may be less than 1 billion depending on the marketcondition and business needs of the Company when the A Shares Issue is approvedby the relevant PRC regulatory authorities. To the extent that the net proceeds from the A Shares Issue are not immediatelyrequired for the above projects, the Company may place such funds in depositswith banks. The Board is authorised to make appropriate adjustments to the useof proceeds from the A Shares Issue and to determine the final plan for the useof proceeds as approved by the Shareholders in the 2004 EGM. The Company advised us that the Directors believe demand for electricity in thePRC will continue to be strong in the forthcoming years and it has undertakendetailed feasibility and return studies for each of the projects. We note thatthe Company intends to utilise the net proceeds from the A Shares Issue towardsits core business of power generation. Taking into account the intended use of proceeds and the funding requirements ofthe Company, we concur with the view of the Directors that the A Shares Issue,the Private Placement Arrangements and the refreshment of their respectivevalidity period of the Private Placement Arrangements for a further one-yearperiod from the date of the 2005 AGM and 2006 CSMs are in the interests of theCompany and the Shareholders as a whole. The A Shares Issue will provide the Company with an alternative channel to raisefurther capital and will enhance the Shareholders base and enlarge the capitalbase of the Company. It will also enhance the profile of the Company in the PRCsince the A Shares will be sold to natural persons and institutional investorsin the PRC. The Directors indicated that they have considered various fund raisingalternatives (including issue of convertible bonds and placing of H Shares) andhave concluded that the A Shares Issue is appropriate for the Company at thisstage having considered the facts that preparation work for the A Shares Issuehas been undertaken for an extended period of time and that the A Shares Issuecould raise the profile of the Company in the PRC. We consider such view of theDirectors to be reasonably based. Regulatory requirements for holding of the A Shares According to the current PRC laws and regulations, unless specifically approved,A Shares can only be subscribed by natural persons and institutional investorsin the PRC. Accordingly, while the proposed issue of A Shares to CDGC and TJICunder the Private Placement Arrangements constitute connected transactions ofthe Company under the Listing Rules, the Company is effectively not allowed toextend similar private placement arrangements to the holders of H Shares due tothe restrictions of the relevant PRC laws and regulations for A Shares. Shareholding and dilution effect of the A Shares Issue Assuming that a total of 1,000,000,000 A Shares are issued under the A SharesIssue, of which a total of 301,704,761 A Shares and 92,358,600 A Shares areallocated and issued to CDGC and TJIC respectively (without considering anyconversion of the Convertible Bond), the approximate shareholding percentage ofCDGC and TJIC in the Company will be diluted from 35.43% and 10.84%,respectively, immediately before completion of the A Shares Issue to 34.57% and10.58%, respectively, immediately upon completion of the A Shares Issue. Theaggregate shareholding of the Independent Shareholders (excluding the holders ofthe A Shares pursuant to the A Shares Issue) will decrease from approximately53.73% immediately before completion of the A Shares Issue to approximately45.01% immediately upon completion of the A Shares Issue. The aggregateshareholding of H Shares will be diluted from approximately 27.71% immediatelybefore completion of the A Shares Issue to approximately 23.21% immediately uponcompletion of the A Shares Issue. The aggregate amount of H Shares and such AShares to be issued and held by the public following completion of the A SharesIssue will represent approximately 33.04% of the then total enlarged issuedshare capital of the Company. We are given to understand from the Company that BEIH and HCIC are not preparedto participate in the Private Placement Arrangements on their own accord. Wenote that following completion of the A Shares Issue and the Private PlacementArrangements, CDGC will continue to be the controlling shareholder of theCompany and that each of BEIH, HCIC and TJIC will continue to be a substantialshareholder of the Company. The Directors consider that the maintenance of suchrelationship between the Company and each of CDGC, BEIH, HCIC and TJIC isinstrumental to the future continuing performance of the Company. Given theimportance of communications with governmental authorities in the industrysector that the Company is operating in and the fact that CDGC, BEIH, HCIC andTJIC are among the key state-owned companies operating in such industry in thePRC, we concur with such view of the Directors. We also note, given the fact that the Independent Shareholders (except for BEIHand HCIC) are effectively not legally allowed to subscribe or hold any A Sharesto be issued under the A Shares Issue, the individual shareholding levels ofeach shareholder of the Company (excluding CDGC and TJIC) shall be diluted dueto the issue of A Shares under the A Shares Issue as a whole rather than as aresult of the proposed issue of A Shares to each of CDGC and TJIC under thePrivate Placement Arrangements. Having considered (a) the Company's proposal regarding its intended use of netproceeds, and (b) the potential valuation of the Company in the A Share market,we are of the view that the potential shareholding dilution effect is consideredto be acceptable so far as the Independent Shareholders are concerned. Pricing of the A Shares Issue under the Private Placement Arrangements The A Shares Issue (including the proposed issue of A Shares to each of CDGC andTJIC), as stated in the letter from the Board contained in the Circular, shallbe conducted in accordance with the requirements of the CSRC and is subject to,among other things, the approval and/or endorsement of the CSRC. The issue priceas well as the pricing mechanism for the A Shares Issue will, as may be requiredunder the relevant PRC laws and regulations, be subject to the approval of allrelevant PRC regulatory authorities including the CSRC, and be determined inaccordance with strict market principles based on the PRC securities marketcondition at the time when the A Shares Issue takes place. We note that the issue of A Shares to each of CDGC and TJIC will be at the sameissue price as the issue price for the A Shares to be issued under the PublicSubscription Tranche. We consider the basis for determining the issue price forthe A Shares to be issued to each of CDGC and TJIC to be in line with marketpractice and reasonable so far as the Independent Shareholders are concerned. Wealso note that there were precedents whereby new A shares were proposed to beissued to the existing state-owned shareholders of a H Share listed company onthe Hong Kong Stock Exchange. Opinion Having considered all of the principal analyses, factors and reasons discussedabove, we are of the opinion that the terms of the proposed issue of A Shares bythe Company to each of CDGC and TJIC under the Private Placement Arrangementsand the refreshment of the validity period of the Private Placement Arrangementsfor a further one year period from the date of the 2005 AGM and 2006 CSMs arefair and reasonable so far as the Independent Shareholders are concerned and arein the interests of the Company and the Shareholders as a whole. Accordingly, wewould recommend the Independent Shareholders to vote at the 2005 AGM in favourof the resolution for refreshing the validity period of the Private PlacementArrangements for a further one year period. Yours faithfully, For and on behalf of DBS ASIA CAPITAL LIMITED Kelvin S.K. Lau Managing Director APPENDIX GENERAL INFORMATION RESPONSIBILITY STATEMENT This circular includes particulars given in compliance with the Listing Rulesfor the purpose of giving information with regard to the Company. The Directorscollectively and individually accept full responsibility for the accuracy of theinformation contained in this circular and confirm, having made all reasonableenquiries that to the best of their knowledge and belief, there are no otherfacts the omission of which would make any statement in this circularmisleading. DISCLOSURE OF INTERESTS Directors, chief executive and supervisors of the Company (i) As at Latest Practicable Date, none of the Directors, supervisors andchief executive of the Company have any interests and short positions in theshares, underlying shares and/or debentures (as the case may be) of the Companyor any of its associated corporations (within the meaning of the SFO) which wasrequired to be notified to the Company and the Stock Exchange pursuant toDivisions 7 and 8 of Part XV of the SFO (including interest and short positionwhich any such Director, chief executive or supervisor is taken or deemed tohave under such provisions of the SFO) or which was required to be entered intothe register required to be kept by the Company under section 352 of the SFO orwhich was otherwise required to be notified to the Company and the Hong KongStock Exchange pursuant to the Model Code for Securities Transactions byDirectors of Listed Issuers as contained in Appendix 10 in the Listing Rules. (ii) As at the Latest Practicable Date, none of the Directors, proposedDirectors, supervisors or proposed supervisors of the Company has any direct orindirect interest in any assets which have since 31 December 2005 (being thedate to which the latest published audited financial statements of the Companywere made up) been acquired or disposed of by or leased to any member of theGroup, or are proposed to be acquired or disposed of by or leased to any memberof the Group. Substantial shareholders of the Company As at Latest Practicable Date, so far as the Directors are aware, each of thefollowing persons, not being a Director, chief executive or supervisor of theCompany, had an interest in the Shares which falls to be disclosed to theCompany and the Hong Kong Stock Exchange under the provisions of Division 2 and3 of Part XV of the SFO: Percentage to Percentage to Percentage issued share total issued to totalName of No. of total capital domestic IssuedShareholder Class of Share Shares held Capacity of the Company Shares H Shares (%) (%) (%)CDGC (Note 1) Domestic Shares 1,828,768,200(L) Beneficial 35.43 49 - ownerBEIH (Note 2) Domestic Shares 671,792,400(L) Beneficial 13.01 18 - ownerHCIC (Note 3) Domestic Shares 671,792,400(L) Beneficial 13.01 18 - ownerTJIC (Note 4) Domestic Shares 559,827,000(L) Beneficial 10.84 15 - ownerTempleton Asset H Share 174,582,320(L) Beneficial 3.38 - 12.20(L) Management owner LimitedJ.P.Morgan Chase H Share 120,564,646(L) Beneficial 2.34 - 8.43(L) & Co. 67,258,000(P) owner 1.30 4.70(P)Credit Suisse H Share 94,204,864(L) Beneficial 1.82 - 6.58(L) Group 22,922,000(S) owner 0.44 1.60(S) 395,081(P) 0.008 - 0.03(P) (L) means long position (S) means short position (P) means lending pool Notes: 1. Each of Mr. Zhai Rouyu, Mr. Hu Shengmu and Mr. Fang Qinghai, allnon-executive Director, is an employee of CDGC. 2. Each of Mr. Liu Haixia and Ms. Guan Tiangang, both non-executiveDirector, is an employee of BEIH. 3. Each of Mr. Su Tiegang and Mr. Ye Yonghui, both non-executive Director,is an employee of HCIC. 4. Mr. Tong Yunshang, a non-executive Director, is an employee of TJIC. Save as disclosed above and so far as the Directors are aware, as at the LatestPracticable Date, no other person had an interest or short position in theCompany's shares or underlying shares (as the case may be) which would fall tobe disclosed to the Company and the Hong Kong Stock Exchange under theprovisions of Divisions 2 and 3 of Part XV of the SFO. INTEREST IN CONTRACT As at Latest Practicable Date, none of the Directors or the Company'ssupervisors was materially interested in any contract or arrangement subsistingas at the date of this circular which is significant to the business of theGroup. SERVICE CONTRACT As at the Latest Practicable Date, none of the Directors, proposed directors,supervisors or proposed supervisors of the Company had any existing or proposedservice contract with any member of the Group (excluding contracts expiring ordeterminable by the Company within one year without payment of compensation(other than statutory compensation)). DIRECTORS' INTERESTS IN COMPETING BUSINESS As at the Latest Practicable Date, none of the directors of the Company and itssubsidiaries, or their respective associates has interests in the businesses,other than being a director of the Company and/or its subsidiaries and theirrespective associates, which compete or are likely to compete, either directlyor indirectly, with the businesses of the Company and its subsidiaries. NO MATERIAL ADVERSE CHANGE At the Latest Practicable Date, none of the Directors was aware of any materialadverse change in the financial or trading position of the Group since 31December 2005 (being the date to which the latest published audited financialstatements of the Company were made up). PROCEDURE TO DEMAND A POLL Pursuant to the Articles of Association, a general voting shall be made at theshareholders' meeting by a show of hands. However, (A) the chairman of the meeting; or (B) at least two Shareholders present in person or by proxy entitled to voteat the meeting; or (C) one or more Shareholders present in person or by proxy representing 10% ormore of the total voting rights of all the Shareholders, shall have the right to request for a voting by poll before or after a voting byshow of hands. A person who has made a request for voting by poll can withdrawsuch demand. LITIGATION No member of the Company and its subsidiaries is at present engaged in anylitigation or arbitration of material importance to the Company and itssubsidiaries and no litigation or claim of material importance to the Companyand its subsidiaries is known to the Directors or the Company to be pending orthreatened by or against any member of the Company and its subsidiaries. QUALIFICATION OF EXPERT AND CONSENT The following is the qualification of the expert who has been named in thiscircular or has given opinion or advice contained in this circular: Name QualificationDBS Asia Capital Limited A licensed corporation to carry out types 1, 4 and 6 of the regulated activities under the SFO DBS Asia has given and has not withdrawn its written consent to the issue ofthis circular, with the inclusion herein of its report, letter and/orcertificate (as the case may be) and references to its name, in the form andcontext in which its appears. As at 17 April 2006, except for 20,000 H Shares held by the holding company ofDBS Asia, DBS Asia did not have any interest in the securities of the Company orany shareholding in its subsidiaries or had the right (whether legallyenforceable or not) to subscribe for or to nominate persons to subscribe forsecurities in the Company or its subsidiaries. As at the Latest Practicable Date and save as disclosed herein, DBS Asia did nothave any interest, direct or indirect, in any assets which had, since 31December 2005, being the date to which the latest published audited accounts ofthe Company were made up to, been acquired or disposed of by or leased to theCompany or its subsidiaries or were proposed to be acquired or disposed of by orleased to the Company or its subsidiaries. GENERAL (a) The English text of this circular shall prevail over the Chinese text. (b) The registered and head office of the Company is situated at No. 482,Guanganmennei Avenue, Xuanwu District, Beijing, the PRC. (c) The place of business of the Company in Hong Kong is at c/o Simmons &Simmons, 35th Floor, Cheung Kong Center, 2 Queen's Road Central, Central, HongKong. (d) The Hong Kong share registrar and transfer office of the Company isComputershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183Queen's Road East, Wanchai, Hong Kong. (e) The secretary of the Company is Mr. Yang Hongming, who is a senioreconomist and was graduated from North China Power College. (f) The Company has been using its best endeavour in finding a suitablecandidate to assume the position of qualified accountant, as required under Rule3.24 of the Listing Rules (the "Rule"), since the effective date of the Rule.Due to the practical difficulties in finding candidate who has relevantexperience in the power industry, the Company has yet to appoint a qualifiedaccountant as required under the Rule and the Company will continue to use itsbest endeavour in finding a suitable candidate to assume such position as soonas practicable. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the principalplace of business in Hong Kong of the Company at 35th Floor, Cheung Kong Center,2 Queen's Road Central, Hong Kong during normal business hours from the date ofthis circular up to and including 18 May 2006: (a) the letter from the Independent Board Committee, the text of which is setout in this circular; (b) the letter from DBS Asia, the text of which is set out in this circular;and (c) the written consent referred to under the paragraph headed "Qualificationsof Expert and Consent" in this Appendix. NOTICE OF ANNUAL GENERAL MEETING Datang International Power Generation Co., Ltd. (a sino-foreign joint stock limited company incorporated in the People'sRepublic of China) (Stock Code: 991) NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS NOTICE IS HEREBY GIVEN that the annual general meeting of Datang InternationalPower Generation Co., Ltd. (the "Company") for the year 2005 (the "2005 AGM")will be held at the Company's Conference Room No. 804, No. 482, GuanganmenneiAvenue, Xuanwu District, Beijing, the People's Republic of China at 9:00 a.m. on20 June 2006 for the purposes of considering and, if thought fit, passing thefollowing resolutions: A. Ordinary Resolutions: 1. to consider and approve the report of the board of directors of theCompany for the year 2005; 2. to consider and approve the report of the supervisory committee of theCompany for the year 2005; 3. to consider and approve the audited financial statement of the Companyfor the year 2005; 4. to consider and approve the budget of the Company for the year 2006; 5. to consider and approve the profit distribution plan of the Company forthe year 2005; 6. to consider and approve the proposed re-appointment ofPricewaterhouseCoopers Zhong Tian Certified Public Accountants Company Limitedand PricewaterhouseCoopers as the Company's domestic and international auditors,respectively, and to authorise the board of directors of the Company to fixtheir remunerations; 7. to consider and approve the proposed granting of an conditionalauthorisation to the board of directors of the Company to consider and approverelevant investment plan(s) of the Company from time to time (note 1); 8. to consider and approve any proposals by way of ordinary resolution putforward by shareholder(s) holding 5% or more of the total number of shares ofthe Company with voting rights (if any). B. Special Resolutions: 1. to consider and approve the proposed granting of an unconditional generalmandate to the board of directors of the Company to issue, allot and deal withany additional new shares of up to 20% of the total number of shares in issue(note 2); 2. (a) conditional on the passing of the special resolution numbered 2(b)below, to consider and approve the proposed refreshment of the validity periodof all relevant resolutions relating to the A Shares Issue (as defined below)and referred to in special resolution numbered one in the notices of the 2004EGM (as defined below) and 2004 CSMs (as defined below) dated 6 May 2004 (savefor the Private Placement Arrangements (as defined below)) in the same structureand manner and in essentially identical terms as those considered and passed atthe extraordinary general meeting ("2004 EGM") and the class shareholdersmeeting of the Company for each of the holders of H shares and holders ofdomestic shares of the Company ("2004 CSMs") held on 22 June 2004 for a furtherone year commencing from the date of the passing of this special resolution andthe authorisation of the Board to make the final decision, do all acts and signall such agreements and/or documents as the Board deems necessary for completingthe A Shares Issue (save for the Private Placement Arrangements) (note 3); 2 (b) conditional on the passing of the special resolution numbered 2(a)above, to consider and approve the proposed refreshment of the validity periodof the Private Placement Arrangements (as defined below) approved at the 2004EGM and 2004 CSMs for a further one year commencing from the date of the passingof this special resolution and the authorisation of the Board to make the finaldecision, do all acts and sign all such agreements and/or documents as the Boarddeems necessary for completing the Private Placement Arrangements (note 3); 3. to consider and approve any proposal by way of special resolution putforward by shareholder(s) holding 5% or more of the total number of shares ofthe Company with voting rights (if any). CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS Holders of H shares of the Company ("H Shares") should note that, pursuant tothe Articles of Association, no transfer of H Shares will be registered from 21May 2006 to 20 June 2006, both dates inclusive. Holders of H Shares whose namesare registered in the register of members at the close of business on 19 May2006 are entitled to attend and vote at the 2005 AGM. Pursuant to theannouncement of the Company dated 27 March 2006, the Board has recommended adividend of RMB0.228 per share for the year ended 31 December 2005, which willbe paid on or before 30 -June 2006. Holders of H Shares whose names appear onthe H Share register of members of the Company at the close of business on 19May 2006 are entitled to such dividends. By order of the Board Yang Hongming Company Secretary Beijing, the People's Republic of China, 3 May 2006 Notes: 1. The authorisation proposed to be granted to the board of directors of theCompany (the "Board") to approve the relevant investment plan(s) of the Companyfrom time to time as set out in the proposed resolution numbered 7 above issubject to the compliance of the relevant requirements under the Rules Governingthe Listing of Securities on the Stock Exchange of Hong Kong Limited. 2. An unconditional general mandate to be granted to the Board to issue newshares of the Company of up to 20% of the total number of shares of the Companyin issue is proposed as follows: (a) subject to paragraph (c) below, the exercise by the Board during theRelevant Period (as defined below) of all the powers of the Company to allot,issue and deal with additional shares of the Company and to make or grantoffers, agreements and options which might require the exercise of such powersbe hereby generally and unconditionally approved; (b) the approval in paragraph (a) shall authorise the Board during theRelevant Period to make or grant offers, agreements and options which mightrequire the exercise of such powers after the end of the Relevant Period; (c) the amount of additional domestic shares or overseas-listed foreigninvested shares ("H Shares") (as the case may be) allotted, issued and dealtwith or agreed conditionally or unconditionally to be allotted, issued and dealtwith either separately or concurrently by the Board pursuant to the approval inparagraph (a) shall not exceed 20% of each of the Company's existing domesticshares and H Shares (as the case may be) in issue at the date of passing thisspecial resolution; and (d) for the purpose of this special resolution: "Relevant Period" means the period from the passing of this special resolutionuntil the earlier of: (i) the conclusion of the next annual general meeting ofthe Company; (ii) the expiration of the 12 months period following the passingof this special resolution; and (iii) the revocation or variation of theauthority given to the Board under this special resolution by a resolution ofthe Company's shareholders in general meetings. 3. At the 2004 EGM and the 2004 CSMs, the resolutions in relation to theCompany's application for the issue of not more than 1,000,000,000 Renminbi("RMB") denominated ordinary shares of RMB1.00 each ("A Shares"), comprising aprivate placing of not more than 301,704,761 A Shares and 92,358,600 A Shares toChina Datang Corporation and Tianjin Jinneng Investment Company, respectively,(the "Private Placement Arrangements") and a public offer of not more than605,936,639 A Shares to natural persons and institutional investors within thePRC (except those prohibited by PRC laws and regulations) (the "PublicSubscription Tranche")(collectively, the "A Shares Issue") were considered andapproved. The Board was authorised to make all decisions in relation to the AShares Issue which was valid for one year from the date of the 2004 EGM and the2004 CSMs, expiring on 21 June 2005. By way of special resolutions sought at the2004 AGM and 2005 CSMs expired on 21 June 2005, the Company obtained theapproval from the Company's shareholders for the refreshment of all relevantresolutions relating to the A Shares Issue in the same structure and manner andin essentially identical terms as those considered and passed at the 2004 EGMand the 2004 CSMs for a one year period expiring on 20 June 2006.As at the datehereof, the A Shares Issue is not completed. The Board resolved to seek approvalfrom the shareholders of the Company to refresh the validity period of the AShares Issue and the authorisation of the Board to do all act in respect thereofas the Board sees fit for a further period of one year from the date of the 2005AGM and 2006 CSMs. 4. Other Matters (1) Any shareholder of the Company entitled to attend and vote at the 2005 AGMis entitled to appoint one or more proxies to attend and vote on his behalf. Aproxy need not be a shareholder of the Company. (2) If more than one proxy are appointed to attend the meeting, the votingrights can only be exercised by way of poll. (3) If the proxy form of a holder of H Shares is signed by any person otherthan the shareholder of the Company, the power of attorney or other authorityshould be notarially certified. To be valid, notarially certified copy of thepower of attorney or other authority, together with the proxy form, must bedeposited at the Company's H share registrar, Computershare Hong Kong InvestorServices Limited of 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, HongKong not less than 24 hours before the holding of the 2005 AGM. (4) If the proxy form of a holder of domestic shares of the Company is signedby any person other than the shareholder of the Company, the power of attorneyor other authority should be notarially certified. To be valid, notariallycertified copy of the power of attorney or other authority, together with theproxy form, must be deposited at the Company at 8/F, No. 482, GuanganmenneiAvenue, Xuanwu District, Beijing, the People's Republic of China. Postcode:100053, not less than 24 hours before the holding of the 2005 AGM. (5) Shareholders of the Company who intend to attend the 2005 AGM are requiredto send the Notice of Attendance to the registered address of the Company byhand, post, cable or fax on or before 30 May 2006. Completion and return of theNotice of Attendance will not affect the right of shareholders of the Company toattend the 2005 AGM. (6) The 2005 AGM is expected to last for half a day. Shareholders of theCompany or their proxies (if any) attending the 2005 AGM shall be responsiblefor their own travel and accommodation expenses. Registered Address of the Company: 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, The People's Republic of China Postcode: 100053 Tel: (8610) 83581905 Fax: (8610) 83977083 or (8610) 83581907 NOTICE OF H Shares class meeting Datang International Power Generation Co., Ltd. (a sino-foreign joint stock limited company incorporated in the People'sRepublic of China) (Stock Code: 991) NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ("RMB")denominated ordinary shares of RMB1.00 each in the registered capital of DatangInternational Power Generation Co., Ltd. (the "Company") which are subscribedfor and traded in Hong Kong dollars ("H Shares") will be held on 20 June 2006 at11:00 a.m. (or immediately after the 2005 annual general meeting of the Company(the "2005 AGM") to be held on the same date and at the same place) atConference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu District,Beijing, the People's Republic of China (the "PRC") (the "H Shares ClassMeeting") to consider and, if thought fit, to pass the following resolution: THAT the validity period of all relevant resolutions relating to the A SharesIssue (as defined below) and referred to in special resolution numbered one inthe notices of the 2004 EGM (as defined below) and 2004 CSMs (as defined below)dated 6 May 2004 in the same structure and manner and in essentially identicalterms as those considered and passed at the extraordinary general meeting ("2004EGM") and the class shareholders meeting of the Company for each of the holdersof H Shares and holders of domestic shares of the Company ("2004 CSMs") held on22 June 2004 and the authorisation of the board of directors of the Company (the"Board") to make the final decision, do all acts and sign all such agreementsand/or documents as the Board deems necessary for completing the A Shares Issuebe extended for a further one year commencing from the date of the passing ofthis special resolution be and is hereby considered and approved. (note 1) By order of the Board Yang Hongming Company Secretary Beijing, the People's Republic of China, 3 May 2006 Notes: 1. At the 2004 EGM and the 2004 CSMs, the resolutions in relation to theCompany's application for the issue of not more than 1,000,000,000 RMBdenominated ordinary shares of RMB1.00 each ("A Shares"), comprising a privateplacing of not more than 301,704,761 A Shares and 92,358,600 A Shares to ChinaDatang Corporation and Tianjin Jinneng Investment Company, respectively, and apublic offer of not more than 605,936,639 A Shares to natural persons andinstitutional investors within the PRC (except those prohibited by PRC laws andregulations) (the "A Shares Issue") were considered and approved. The Board wasauthorised to make all decisions in relation to the A Shares Issue which wasvalid for one year from the date of the 2004 EGM and the 2004 CSMs, expired on21 June 2005. By way of special resolutions sought at the 2004 AGM and 2005 CSMsheld on 21 June 2005, the Company obtained the approval from the Company'sshareholders for the refreshment of all relevant resolutions relating to the AShares Issue in the same structure and manner and in essentially identical termsas those considered and passed at the 2004 EGM and the 2004 CSMs for a one yearperiod expiring on 20 June 2006. As at the date hereof, the A Shares Issue isnot completed. The Board resolved to seek approval from the shareholders of theCompany to refresh the validity period of the A Shares Issue and theauthorisation of the Board to do all act in respect thereof as it sees fit for afurther period of one year from the date of this H Shares Class Meeting. 2. Other matters (1) Holders of H Shares are reminded that pursuant to the articles ofassociation of the Company, the register of members of the Company will beclosed from 21 May to 20 June 2006, both dates inclusive, during which period notransfer of any H Shares will be registered. Holders of H Shares, whose namesappear on the register of members of the Company at the close of business on 19May 2006 are entitled to attend and vote at the H Shares Class Meeting. (2) Every shareholder of the Company entitled to attend and vote at the HShares Class Meeting is entitled to appoint one or more proxies to attend andvote on his behalf. A proxy need not be a shareholder of the Company. (3) A proxy of a holder of H Shares may vote by hand or vote on a poll, but aholder of H Shares who has appointed more than one proxy may only vote on apoll. (4) To be valid, holders of H Shares must deliver the proxy form and, if suchproxy is signed by a person on behalf of his appointer pursuant to a power ofattorney or other authority, the power of attorney or other authority underwhich it is signed or a certified copy of that power or authority (suchcertification to be made by a notary) to the Company's H Share registrar,Computershare Hong Kong Investor Services Limited of 46/F, Hopewell Centre, 183Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the timescheduled for holding the H Shares Class Meeting. (5) Shareholders of the Company who wish to attend the H Shares Class Meetingare required to return the notice of attendance to the Company's registeredaddress at 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, thePRC. Postcode: 100053. Tel: (8610) 8358 1905, Fax: (8610) 8397 7083 or (8610)8358 1907, on or before 30 May 2006 (3 weeks before the date of the H SharesClass Meeting). Completion and return of the proxy form and notice of attendancewill not preclude a holder of H Shares from attending and voting at the H SharesClass Meeting in person. (6) The H Shares Class Meeting is expected to last for about half an hour.Holders of H Shares and their proxies attending the H Shares Class Meeting shallbe responsible for their own travel and accommodation expenses. NOTICE OF Domestic Shares class meeting Datang International Power Generation Co., Ltd. (a sino-foreign joint stock limited company incorporated in the People'sRepublic of China) (Stock Code: 991) NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ("RMB")denominated ordinary shares of RMB1.00 each in the registered capital of DatangInternational Power Generation Co., Ltd. (the "Company") ("Domestic Shares")will be held on 20 June 2006 at 11:30 a.m. (or immediately after the H sharesclass meeting of the Company to be held on the same date and at the same place)at Conference Room No. 804, No. 482 Guanganmennei Avenue, Xuanwu District,Beijing, the People's Republic of China (the "PRC") (the "Domestic Shares ClassMeeting") to consider and, if thought fit, to pass the following resolutions: THAT the validity period of all relevant resolutions relating to the A SharesIssue (as defined below) and referred to in special resolution numbered one inthe notices of the 2004 EGM (as defined below) and 2004 CSMs (as defined below)dated 6 May 2004 in the same structure and manner and in essentially identicalterms as those considered and passed at the extraordinary general meeting ("2004EGM") and the class shareholders meeting of the Company for each of the holdersof H Shares and holders of domestic shares of the Company ("2004 CSMs") held on22 June 2004 and the authorisation of the board of directors of the Company (the"Board") to make the final decision, do all acts and sign all such agreementsand/or documents as the Board deems necessary for completing the A Shares Issuebe extended for a further one year commencing from the date of the passing ofthis special resolution be and is hereby considered and approved.(note 1) By order of the Board Yang Hongming Company Secretary Beijing, the People's Republic of China, 3 May 2006 Notes: 1. At the 2004 EGM and the 2004 CSMs, the resolutions in relation to theCompany's application for the issue of not more than 1,000,000,000 RMBdenominated ordinary shares of RMB1.00 each ("A Shares"), comprising a privateplacing of not more than 301,704,761 A Shares and 92,358,600 A Shares to ChinaDatang Corporation and Tianjin Jinneng Investment Company, respectively, and apublic offer of not more than 605,936,639 A Shares to natural persons andinstitutional investors within the PRC (except those prohibited by PRC laws andregulations) (the "A Shares Issue") were considered and approved. The Board wasauthorised to make all decisions in relation to the A Shares Issue which wasvalid for one year from the date of the 2004 EGM and the 2004 CSMs, expired on21 June 2005. By way of special resolutions sought at the 2004 AGM and 2005 CSMsheld on 21 June 2005, the Company obtained the approval from the Company'sshareholders for the refreshment of all relevant resolutions relating to the AShares Issue in the same structure and manner and in essentially identical termsas those considered and passed at the 2004 EGM and the 2004 CSMs for a one yearperiod expiring on 20 June 2006. As at the date hereof, the A Shares Issue isnot completed. The Board resolved to seek approval from the shareholders of theCompany to refresh the validity period of the A Shares Issue and theauthorisation of the Board to do all act in respect thereof as it sees fit for afurther period of one year from the date of this Domestic Shares Class Meeting 2. Other matters (1) Holders of Domestic Shares are reminded that pursuant to the articles ofassociation of the Company, the register of members of the Company will beclosed from 21 May 2006 to 20 June 2006, both dates inclusive, during whichperiod no transfer of shares of the Company will be registered. The holders ofDomestic Shares, whose names appear on the register of members of the Company on19 May 2006 are entitled to attend and vote at the Domestic Shares ClassMeeting. (2) Every shareholder of the Company entitled to attend and vote at theDomestic Shares Class Meeting is entitled to appoint one or more proxies toattend and vote on his behalf. A proxy need not be a shareholder of the Company. (3) Where a holder of Domestic Shares appoints more than one proxy, hisproxies may only vote in a poll. (4) To be valid, holders of Domestic Shares must deliver the proxy form and,if such proxy is signed by a person on behalf of his appointer pursuant to apower of attorney or other authority, the power of attorney or other authorityunder which it is signed or a certified copy of that power or authority (suchcertification to be made by a notary) to the Company's registered address at 8/F, No. 482, Guangamennei Avenue, Xuanwu District, Beijing, the People's Republicof China, Postcode: 100053, in not less than 24 hours before the time scheduledfor holding the Domestic Shares Class Meeting. (5) Shareholders of the Company who wish to attend the Domestic Shares ClassMeeting are required to return the notice of attendance to the Company on orbefore 30 May 2006 (3 weeks before the date of the meeting). Completion andreturn of the notice of attendance will not preclude a holder of Domestic Sharesfrom attending and voting at the Domestic Shares Class Meeting in person. (6) The Domestic Shares Class Meeting is expected to last for about half anhour. Holders of Domestic Shares and their proxies attending the Domestic SharesClass Meeting shall be responsible for their own travel and accommodationexpenses. Registered Address of the Company: 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, People's Republic of China Postcode: 100053 Tel: (8610) 83581905 Fax: (8610) 83977083 or (8610) 83581907 This information is provided by RNS The company news service from the London Stock Exchange
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