Notice of 2011 First 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 2011 FIRST EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2011 first 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 22 March 2011 (Tuesday) at 11:00 a.m. to consider and, if thought fit, pass the following resolution: ORDINARY RESOLUTION To consider and approve the provision of counter-guarantee by the Company for a loan of Datang International (Hong Kong) Ltd. (Note 1). 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 21 February 2011 to 22 March 2011 (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 at the close of business, i.e. 4:30 p.m., on 18 February 2011 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 18 February 2011. By Order of the Board of Directors Zhou Gang Secretary to the Board of Directors Beijing, the PRC, 31 January 2011 Notes: 1. In view of the provision of the guarantee by China Datang Overseas Investment Co., Limited ("Datang Overseas Investment"), a wholly-owned subsidiary of China Datang Corporation, with its H shares of the Company as a pledge to secure the loan not exceeding HK$690 million to be borrowed by Datang International (Hong Kong) Ltd, a wholly-owned subsidiary of the Company, from Bank of China (Hong Kong) Limited, the board of directors of the Company agreed that the Company would provide a counter-guarantee in respect of the above-mentioned guarantee for Datang Overseas Investment. The counter-guarantee will be provided on a joint-liability basis. According to the Listing Rules of the Shanghai Stock Exchange and the Articles, as the asset-liability ratio of Datang Hong Kong Company is over 70%, the provision of the counter-guarantee to Datang Hong Kong Company by the Company is required to be submitted to the general meeting for shareholders' consideration and approval. Please refer to the announcement of the Company dated 28 January 2011 for details of the counter-guarantee. China Datang Corporation and its associates will abstain from voting for such resolution in the EGM. 2. Others (1) Holders of H shares should note that, pursuant to the Articles, the register of members of the Company will be closed from 21 February 2011 to 22 March 2011 (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 at close of business, i.e. 4:30 p.m., on 18 February 2011 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 at the meeting. 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 1 March 2011. 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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