Notice of 2013 Third 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 2013 THIRD EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2013 third extraordinary general meeting (the "EGM") of Datang International Power Generation Co., Ltd. (the "Company" or "Datang International") will be held at Summer Room, 2/F, The Westin Beijing Financial Street, 9B Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 29 October 2013 (Tuesday) at 9:00 a.m. to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS 1. to consider and approve the "Resolution on the Provision of Guarantee for the Financing of Ningxia Datang International Qingtongxia Photovoltaic Power Generation Limited" (Note 1) 2. to consider and approve the "Resolution on Changing the Auditor of the Company in 2013" (Note 2) 3. to consider and approve the "Resolution on the Allowance Criteria for the Directors of the Eighth Session of the Board and the Supervisors of the Eighth 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 30 September 2013 to 29 October 2013 (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 30 September 2013 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 27 September 2013. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC 13 September 2013 Notes: 1. The board of directors of the Company (the "Board") agreed the Company to provide a guarantee to its wholly-owned subsidiary, Ningxia Datang International Qingtongxia Photovoltaic Power Generation Limited ("Qingtongxia Photovoltaic Company"), covering the full amount and joint and several liability of Qingtongxia Photovoltaic Company's financing based on its actual needs. The guarantee amount shall not exceed RMB240 million. Since the asset-liability ratio of Qingtongxia Photovoltaic Company is over 70%, the Company's provision of guarantee to Qingtongxia Photovoltaic Company is required to be tabled to the EGM for shareholders' consideration and approval pursuant to the listing rules of the Shanghai Stock Exchange and the Articles. For details of the guarantee, please refer to the Company's announcement dated 3 September 2013. 2. The Board agreed the Company to change to appoint Ruihua Certified Public Accountants (Special Ordinary Partnership) to be the domestic financial auditor of the Company in 2013 for carrying out, among others, the domestic financial report auditing for the Company for the year 2013; agreed that the overseas financial report auditor will remain unchanged for the time being and the relevant work shall continue to be carried out by RSM Nelson Wheeler Certified Public Accounts. For details of the change of auditor, please refer to the Company's announcement dated 26 August 2013. 3. The Company proposed to pay an allowance of RMB100,000 (after tax) (RMB132,000 before tax) on a lump sum basis to each independent non-executive director every year; and to reimburse non-executive directors (including independent non- executive directors) and external supervisors of the Company for their 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. The above-mentioned plan on allowance for independent non-executive directors and Travel Subsidies for non-executive directors and external supervisors will come into effect after being considered and approved by the general meeting of the Company. 4. Other Matters (1) 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. (2) 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. (3) To be valid, Holders of H shares must deliver the proxy form, and if such proxy form 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 at 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. (4) 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 8 October 2013. 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. (5) The EGM is expected to last for one 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 or (8610) 8800 8682 Fax: (8610) 8800 8672 As at the date of this notice, the directors of the Company are: Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive director
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