Notice of 2011 Fourth EGM

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: 00991) NOTICE OF 2011 FOURTH EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2011 fourth extraordinary general meeting (the "EGM") of Datang International Power Generation Co., Ltd. (the "Company") will be held at the meeting room of 5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 30 November 2011 (Wednesday) at 9:00 am to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS 1. To consider and approve the "Resolution on the Provision of Entrusted Loan to Datang Inner Mongolia Duolun Coal Chemical Company Limited" (Note 1). 2. To consider and approve the "Resolution on the Capital Contribution to the 49% Equity Interests in Datang Fuel Company by Group Fuel Company" (Note 2). 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"), no transfer of any H shares of the Company will be registered from 1 November 2011 to 30 November 2011 (both dates inclusive). 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 31 October 2011 are entitled to attend and vote at the EGM. In order to be entitled to attend 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 31 October 2011. By Order of the Board of Directors Zhou Gang Secretary to the Board of Directors Beijing, the PRC, 13 October 2011 Notes: 1. To ensure the smooth progress and the timely repayment of due loans of the Duolun Coal Chemical Project, the board of directors (the "Board") of the Company proposes to the EGM to consider and approve the provision of an entrusted loan of not exceeding RMB2 billion to Datang Inner Mongolia Duolun Coal Chemical Co., Ltd. ("Duolun Coal Chemical Company") by the Company or Datang Energy and Chemical Co., Ltd. ("Energy and Chemical Company"), the Company's wholly-owned subsidiary, through CCB Diao Yu Tai Branch; and the entrusted loan shall be repaid after other financings for Duolun Coal Chemical Company are in place. As Energy and Chemical Company holds 60% equity interests in Duolun Coal Chemical Company, and China Datang Corporation ("CDC"), the controlling shareholder of the Company, holds 40% equity interests in Duolun Coal Chemical Company, Duolan Coal Chemical Company is a connected person of the Company pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"), therefore the transaction constitutes a connected transaction of the Company and will be tabled to the EGM for shareholders' consideration and approval. CDC, a connected shareholder, and its associates, are required to abstain from voting at the EGM. 2. The Board of the Company proposes to the EGM to consider and approve the capital contribution of approximately RMB557 million to Beijing Datang Fuel Co., Ltd. ("Datang Fuel Company"), a wholly-owned subsidiary of the Company, by Datang Power Fuel Co., Ltd. ("Group Fuel Company"), a wholly-owned subsidiary of CDC, through capital contribution and share enlargement. The Company's current capital contribution amount will remain the same and the Company will not make any further capital contribution this time. Upon completion of the capital contribution and share enlargement, the shareholders and their shareholding ratios of Datang Fuel Company will be adjusted such that the Company will hold 51% equity interests and Group Fuel Company will hold 49% equity interests of Datang Fuel Company. This transaction constitutes a connected transaction and discloseable transaction of the Company and will be tabled to the EGM for shareholders' consideration and approval pursuant to the Listing Rules. CDC, a connected shareholder, and its associates, are required to abstain from voting at the EGM. 3. Other Matters (1) Holders of H shares should note that, pursuant to the Articles, no transfer of any H shares of the Company will be registered from 1 November 2011 to 30 November 2011 (both dates inclusive). 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 31 October 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 10 November 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, (8610) 8800 8682 Fax: (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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