Revised Notice of 2010 First EGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) REVISED NOTICE OF 2010 FIRST EXTRAORDINARY GENERAL MEETING REFERENCE IS MADE to the notice of 2010 first extraordinary general meeting ("EGM") of Datang International Power Generation Co., Ltd. (the "Company") dated 24 February 2010 ("EGM Notice"). The original second item to be considered in the EGM of the Company as set out in the EGM Notice was "the provision of counter-guarantee by the Company for a loan of Datang International (Hong Kong) Limited ("Hong Kong Company")". Since Hong Kong Company is an overseas enterprise, the provision of guarantee to an overseas enterprise by a domestic enterprise is subject to the approval by the relevant government authorities. The application procedures for obtaining the above-mentioned approval may take a long period of time and in such case, the Hong Kong Company may not be able to obtain the relevant loan on a timely basis. Therefore, the Company has made re-arrangement in respect of the provision of counter-guarantee to Hong Kong Company and such re-arrangement has been submitted to the 33rd meeting of the sixth session of the board of directors (the "Board"), which was held on 30 March, for consideration and approval. The Board has approved to submit the "Amended resolution in respect of the provision of counter-guarantee by the Company for a loan of Hong Kong Company" to the EGM, for consideration and approval. The Company hereby re-issues the revised notice of EGM. REVISED NOTICE OF EGM NOTICE IS HEREBY GIVEN that the 2010 first EGM 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 19 April 2010 (Monday) at 11:00 a.m. to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS 1. To consider and approve the fund contribution of Datang Energy and Chemical Company Limited ("Energy and Chemical Company") to establish Inner Mongolia Datang International Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company"), for the purposes of constructing and operating the Duolun Coal Chemical Project (Note 1); 2. To consider and approve the provision of counter-guarantee by the Company for a loan of Hong Kong Company (Note 2); 3. To consider and approve the provision of entrusted loan to Duolun Coal Chemical Company by China Datang Finance Company Limited under the Revolving Entrusted Loan Agreement ("Datang Finance Company") (Note 3). By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 1 April 2010 Notes: 1. Reference is made to the Company's discloseable and connected transaction announcement dated 4 September 2009. According to the "Investment Agreement on Duolun Coal-based Olefin Project" ("Investment Agreement") entered into between the Company's wholly-owned subsidiary, Energy and Chemical Company and China Datang Corporation ("CDC") on 14 August 2009, Energy and Chemical Company agreed to contribute RMB3,888 million in the proportion of 60% to the joint investment and establishment of Duolun Coal Chemical Company with CDC, for the purposes of constructing and operating the Duolun Coal Chemical Project. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"), as Energy and Chemical Company is a wholly-owned subsidiary of the Company, and CDC and its subsidiaries held a total of approximately 36.65% of the issued capital of the Company as at the publication date of this announcement and is a substantial shareholder of the Company, CDC is therefore a connected person of the Company under the Listing Rules. In addition, Energy and Chemical Company has signed the Investment Agreement, and the joint investment and construction of the Duolun Coal Chemical Project with CDC constitutes a connected transaction of the Company. CDC and its associates should abstain from voting in respect of this resolution at the EGM. For details of the Investment Agreement, please refer to the Company's circular dated 4 September 2009. 2. The original "Resolution in respect of the provision of counter-guarantee by the Company for a loan of Hong Kong Company" includes: the Company to provide a counter-guarantee in respect of a proposed loan not exceeding HK$810 million to be borrowed by Hong Kong Company from Bank of China (Hong Kong) Limited. The counter-guarantee will be provided on a joint-liability basis with an amount not exceeding HK$810 million. Major content of the present "Resolution in respect of the provision of counter-guarantee by the Company for a loan of Hong Kong Company": China Datang Overseas Investment Company Limited ("Datang Overseas Investment"), a whollyowned subsidiary of CDC, entered into a "Deed of Guarantee" with Bank of China (Hong Kong) Limited, pursuant to which, Datang Overseas Investment pledged its 358,680,000 H shares of the Company as a guarantee for the HK$700 million loan of Hong Kong Company. In consideration of the provision of the Deed of Guarantee, the Company shall provide a counter-guarantee in favour of Datang Overseas Investment for the Deed of Guarantee provided by Datang Overseas Investment. The counter-guarantee covers all the amount incurred by Datang Overseas Investment under the Deed of Guarantee. According to the Listing Rules of the Shanghai Stock Exchange, as the asset-liability ratio of Hong Kong Company is over 70%, the provision of the counter-guarantee by the Company is required to be submitted to the general meeting for shareholders' approval. Please refer to the announcement of the Company dated 1 April 2010 for details of the Deed of Guarantee and counterguarantee. CDC and its associates will abstain from voting for such resolution in the EGM. 3. The Board agreed that the Company would provide a revolving entrusted loan of RMB3,000 million to Duolun Coal Chemical Company through Datang Finance Company, and that such loan would be arranged in separate batches according to the construction progress of the Duolun Coal Chemical Project. As at the date of this notice, CDC and its subsidiaries held a total of approximately 36.65% of the issued share capital of the Company and is a substantial shareholder of the Company, whilst Datang Finance Company is a subsidiary of CDC. Datang Finance Company is therefore a connected person of the Company under the Listing Rules. Since CDC owns 40% of equity interest in Duolun Coal Chemical Company, Duolun Coal Chemical Company is therefore a connected person of CDC under the Listing Rules. Accordingly, the provision of the entrusted loan by the Company to Duolun Coal Chemical Company through Datang Finance Company constitutes a connected transaction of the Company. The connected transaction is required to be proposed to the Company's general meeting for consideration and approval under the requirements of the Listing Rules. CDC and its associates shall abstain from voting in respect of this resolution at the EGM. For details of the entrusted loan, please refer to the discloseable and connected transaction announcement dated 4 February 2010 and the circular dated 24 February 2010, respectively. 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 revised proxy form (the "Revised 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 Rooms 1806-1807, 18th 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) The Revised Proxy Form supersedes and replaces the complete proxy form which was previously distributed with the EGM Notice dated 24 February 2010 (the "Previous Proxy Form") and that the Previous Proxy Form is invalid. Shareholders who have signed and returned the Previous Proxy Form should sign and return the Revised Proxy Form in accordance with instructions of this revised notice of EGM. (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. (6) Unless as specified herein, all other matters relating to the EGM shall remain unchanged as set out in the EGM Notice dated 24 February 2010. The Company's office address: No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC Postcode: 100140 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: Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu Changchun*, Xia Qing* and Li Hengyuan* * Independent non-executive director
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