Notice of 2010 Third Extraordinary General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice. DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) NOTICE OF 2010 THIRD EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2010 third extraordinary general meeting (the "EGM") of Datang International Power Generation Co., Ltd. (the "Company") will be held at the function room of 5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 15 December 2010 (Wednesday) at 9:00 a.m. to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS 1. To consider and approve the Company's provision of guarantee for the financing of Shanxi Datang International Yuncheng Power Generation Company Limited (Note 1); 2. To consider and approve the Company's entering into the Financial Services Agreement with China Datang Finance Co., Ltd. and the deposit arrangement contemplated thereunder (Note 2); 3. To consider and approve the allowance criteria for the directors of the seventh session of the board and the supervisors of the seventh session of the supervisory committee (Note 3). CLOSURE OF THE REGISTER OF MEMBERS OF THE COMPANY Holders of H shares of the Company ("Holders of H shares") should note that pursuant to the articles of association of the Company (the "Articles"), the register of members of the Company will be closed from 16 November 2010 to 15 December 2010 (both dates inclusive), during which period no transfer of any H shares of the Company will be registered. Holders of H shares whose names appear on the register of members of the Company on 16 November 2010 are entitled to attend and vote at the EGM. In order to be entitled to the attendance of the EGM, Holders of H shares are required to deposit the transfer document together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before 4:30 p.m. on 15 November 2010. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 29 October 2010 Notes: 1. The board of directors of the Company agreed that the Company would provide a joint liability guarantee for the financing of its controlling subsidiary Shanxi Datang International Yuncheng Power Generation Company Limited ("Yuncheng Power Company") based on its actual needs, in a guarantee amount not exceeding RMB200 million. According to the Listing Rules of the Shanghai Stock Exchange and the Articles, as the asset-liability ratio of Yuncheng Power Company is over 70%, the the Company's provision of guarantee to Yuncheng Power Company is subject to the consideration and approval by the shareholders at the general meeting. Please refer to the overseas regulatory announcement of the Company dated 26 October 2010 for details of the guarantee. 2. Reference is made to the Company's continuing connected transactions announcement dated 26 October 2010. According to the financial services agreement (the "Financial Services Agreement") entered into between the Company and China Datang Finance Co., Ltd. ("Datang Finance Company") on 26 October 2010, during the three-year period commencing from 1 January 2011 and ending on 31 December 2013, the maximum daily deposit balance of the Company and its subsidiaries with China Datang Finance Co., Ltd. shall not exceed RMB8 billion in total. Pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Listing Rules"), China Datang Corporation and its subsidiaries held a total of approximately 36.07% of the issued share capital of the Company as at the date of this notice and is a substantial shareholder of the Company, whilst Datang Finance Company is a controlling subsidiary of China Datang Corporation. Datang Finance Company is therefore a connected person of the Company under the Listing Rules, and the Financial Services Agreement entered into between the Company and Datang Finance Company constitutes continuing connected transactions of the Company. China Datang Corporation and its associates shall abstain from voting in respect of this resolution at the EGM. For details of the Financial Services Agreement, please refer to the Company's circular to be despatched to the shareholders on or before 16 November 2010. 3. After making reference with the relevant standards of domestic listed companies and having discussion with the board of directors of the Company, the Company intends to pay an allowance of RMB60,000 (after tax) (RMB75,000 before tax) on a lump sum basis to each independent non-executive director every year; and reimburse travel expenses, meal and lodging expenses and other out-of-pocket expenses (collectively referred to as the "Travel Subsidies") incurred during the period for attending the meetings of the Board and the Supervisory Committee convened by the Company for non-executive directors (including independent non-executive directors) and external supervisors of the Company. The aforesaid plan on allowances for independent non-executive directors and Travel Subsidies for non-executive directors and external supervisors will be implemented subject to the consideration and approval by the shareholder at the general meeting. 4. Others (1) Holders of H shares should note that, pursuant to the Articles, the register of members of the Company will be closed from 16 November 2010 to 15 December 2010 (both dates inclusive), during which period no transfer of any H shares will be registered. Holders of H shares whose names appear on the register of members of the Company on 16 November 2010 are entitled to attend and vote at the EGM. (2) Each of the Holders of H shares entitled to attend and vote at the EGM, is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. (3) If Holders of H shares have appointed more than one proxy to attend the EGM, the proxies can only exercise their voting rights by way of poll. (4) To be valid, Holders of H shares must deliver the proxy form, and if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarised copy of that power of attorney or other authority, to the Company's H share registrar, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the time scheduled for holding the EGM. (5) Holders of H shares who wish to attend the EGM are required to return the notice of attendance by hand, post, cable or fax to the Company's office address on or before 24 November 2010. Completion and return of the notice of attendance will not preclude a shareholder of the Company from attending and voting at the EGM in person. (6) The EGM is expected to last for an hour. Attending shareholders and their proxies shall be responsible for their own travel and accommodation expenses. The Company's office address: No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC Postcode: 100033 Telephone: (8610) 8800 8669 Fax: (8610) 8800 8111 or (8610) 8800 8672 As at the date of this notice, the directors of the Company are: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*. * Independent non-executive directors
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