Notice of AGM

Datang Intl Power Generation Co Ld
03 May 2006

                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 ANNUAL GENERAL MEETING AND

                CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS



NOTICE IS HEREBY GIVEN that the annual general meeting of Datang International
Power Generation Co., Ltd. (the 'Company') for the year 2005 (the '2005
AGM') will be held at the Company's Conference Room No. 804, No. 482,
Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of
China at 9:00 a.m. on 20 June 2006 for the purposes of considering and, if
thought fit, passing the following resolutions:



A. Ordinary Resolutions:



1. to consider and approve the report of the board of directors of the Company
for the year 2005;



2. to consider and approve the report of the supervisory committee of the
Company for the year 2005;



3. to consider and approve the audited financial statement of the Company for
the year 2005;



4. to consider and approve the budget of the Company for the year 2006;



5. to consider and approve the prof it distribution plan of the Company for the
year 2005;

6. to consider and approve the proposed re-appointment of PricewaterhouseCoopers
Zhong Tian Certified Public Accountants Company Limited and
PricewaterhouseCoopers as the Company's domestic and international auditors,
respectively, and to authorise the board of directors of the Company to f ix
their remunerations;



7. to consider and approve the proposed granting of an conditional authorisation
to the board of directors of the Company to consider and approve relevant
investment plan(s)

of the Company from time to time (note 1);

8. to consider and approve any proposals by way of ordinary resolution put
forward by shareholder(s) holding 5% or more of the total number of shares of
the Company with voting rights (if any).



B. Special Resolutions:

1. to consider and approve the proposed granting of an unconditional general
mandate to the board of directors of the Company to issue, allot and deal with
any additional new shares of up to 20% of the total number of shares in issue
(note 2);

2. (a) conditional on the passing of the special resolution numbered 2(b) below,
to consider and approve the proposed refreshment of the validity period of all
relevant resolutions relating to the A Shares Issue (as defined below) and
referred to in special resolution numbered one in the notices of the 2004 EGM
(as defined below) and

2004 CSMs (as def ined below) dated 6 May 2004 (save for the Private Placement
Arrangements (as def ined below)) in the same structure and manner and in
essentially identical terms as those considered and passed at the extraordinary
general meeting ('2004 EGM') and the class shareholders meeting of the
Company for each of the holders of H shares and holders of domestic shares of
the Company ('2004 CSMs') held on 22 June 2004 for a further one year
commencing from the date of the passing of this special resolution and the
authorisation of the Board to make the final decision, do all acts and sign all
such agreements and/or documents as the Board deems necessary for completing the
A Shares Issue (save for the Private Placement Arrangements) (note 3);

2     (b) conditional on the passing of the special resolution numbered 2(a)
above, to consider and approve the proposed refreshment of the validity period
of the Private Placement Arrangements (as defined below) approved at the 2004
EGM and 2004 CSMs for a further one year commencing from the date of the passing
of this special resolution and the authorisation of the Board to make the f inal
decision, do all acts and sign all such agreements and/or documents as the Board
deems necessary for completing the Private Placement Arrangements (note 3);

3. to consider and approve any proposal by way of special resolution put forward
by shareholder(s) holding 5% or more of the total number of shares of the
Company with voting rights (if any).

CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS



Holders of H shares of the Company ('H Shares') should note that, pursuant to
the Articles of Association, no transfer of H Shares will be registered from 21
May 2006 to 20 June

2006, both dates inclusive. Holders of H Shares whose names are registered in
the register of members at the close of business on 19 May 2006 are entitled to
attend and vote at the

2005 AGM. Pursuant to the announcement of the Company dated 27 March 2006, the
Board has recommended a dividend of RMB0.228 per share for the year ended 31
December

2005, which will be paid on or before 30 June 2006. Holders of H Shares whose
names appear on the H Share register of members of the Company at the close of
business on 19

May 2006 are entitled to such dividends.



Beijing, the People's Republic of China, 3 May 2006



Notes:

By order of the Board
Yang Hongming
Company Secretary



1.    The authorisation proposed to be granted to the board of directors of the
Company (the 'Board') to approve the relevant investment plan(s) of the
Company from time to time as set out in the proposed resolution numbered 7 above
is subject to the compliance of the relevant requirements under the Rules
Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.



2.    An unconditional general mandate to be granted to the Board to issue new
shares of the Company of up to 20% of the total number of shares of the Company
in issue is proposed as follows:

(a) subject to paragraph (c) below, the exercise by the Board during the
Relevant Period (as def ined below) of all the powers of the Company to allot,
issue and deal with additional shares of the

Company and to make or grant offers, agreements and options which might require
the exercise of such powers be hereby generally and unconditionally approved;

(b) the approval in paragraph (a) shall authorise the Board during the Relevant
Period to make or grant offers, agreements and options which might require the
exercise of such powers after the end of the

Relevant Period;

(c) the amount of additional domestic shares or overseas-listed foreign invested
shares ('H Shares') (as the case may be) allotted, issued and dealt with or
agreed conditionally or unconditionally to be allotted, issued and dealt with
either separately or concurrently by the Board pursuant to the approval in
paragraph (a) shall not exceed 20% of each of the Company's existing domestic
shares and H Shares (as the case may be) in issue at the date of passing this
special resolution; and

(d) for the purpose of this special resolution:

'Relevant Period' means the period from the passing of this special
resolution until the earlier of: (i) the conclusion of the next annual general
meeting of the Company; (ii) the expiration of the 12 months period following
the passing of this special resolution; and (iii) the revocation or variation of
the authority given to the Board under this special resolution by a resolution
of the Company's shareholders in general meetings.

3.    At the 2004 EGM and the 2004 CSMs, the resolutions in relation to the
Company's application for the issue of not more than 1,000,000,000 Renminbi
('RMB') denominated ordinary shares of RMB1.00

each ('A Shares'), comprising a private placing of not more than 301,704,761
A Shares and 92,358,600 A Shares to China Datang Corporation and Tianjin Jinneng
Investment Company, respectively, (the

'Private Placement Arrangements') and a public offer of not more than
605,936,639 A Shares to natural persons and institutional investors within the
PRC (except those prohibited by PRC laws and regulations) (the 'Public
Subscription Tranche')(collectively, the 'A Shares Issue') were considered
and approved. The Board was authorised to make all decisions in relation to the
A Shares Issue which was valid for one year from the date of the 2004 EGM and
the 2004 CSMs, expiring on 21 June 2005. By way of special resolutions sought at
the 2004 AGM and 2005 CSMs expired on 21 June 2005, the Company obtained the
approval from the Company's shareholders for the refreshment of all relevant
resolutions relating to the A Shares Issue in the same structure and manner and
in essentially identical terms as those considered and passed at the 2004 EGM
and the 2004 CSMs for a one year period expiring on 20 June 2006.As at the date
hereof, the A Shares Issue is not completed. The Board resolved to seek approval
from the shareholders of the Company to refresh the validity period of the A
Shares Issue and the authorisation of the Board to do all act in respect thereof
as the Board sees fit for a further period of one year from the date of the 2005
AGM and 2006 CSMs.



4.    Other Matters



(1) Any shareholder of the Company entitled to attend and vote at the 2005 AGM
is entitled to appoint one or more proxies to attend and vote on his behalf. A
proxy need not be a shareholder of the

Company.

(2) If more than one proxy are appointed to attend the meeting, the voting
rights can only be exercised by way of poll.

(3) If the proxy form of a holder of H Shares is signed by any person other than
the shareholder of the Company, the power of attorney or other authority should
be notarially certif ied. To be valid, notarially certified copy of the power of
attorney or other authority, together with the proxy form, must be deposited at
the Company's H share registrar, Computershare Hong Kong Investor Services
Limited of 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
not less than 24 hours before the holding of the 2005 AGM.

(4) If the proxy form of a holder of domestic shares of the Company is signed by
any person other than the shareholder of the Company, the power of attorney or
other authority should be notarially certified. To be valid, notarially certif
ied copy of the power of attorney or other authority, together with the proxy
form, must be deposited at the Company at 8/F, No. 482, Guanganmennei Avenue,
Xuanwu District, Beijing, the People's Republic of China. Postcode: 100053,
not less than 24 hours before the holding of the 2005 AGM.



(5) Shareholders of the Company who intend to attend the 2005 AGM are required
to send the Notice of Attendance to the registered address of the Company by
hand, post, cable or fax on or before 30

May 2006. Completion and return of the Notice of Attendance will not affect the
right of shareholders of the Company to attend the 2005 AGM.

(6) The 2005 AGM is expected to last for half a day. Shareholders of the Company
or their proxies (if any) attending the 2005 AGM shall be responsible for their
own travel and accommodation expenses.

Registered Address of the Company:

8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing,

The People's Republic of China

Postcode: 100053

Tel: [phone] Fax: [phone] or (8610) 83581907

As at the date of this notice, the directors of the Company are:'V

Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, Liu
Chaoan*, Yu Changchun* and Xia Qing*



* independent non-executive Directors





                DATANG INTERNATIONAL POWER GENERATION CO., LTD.

  (a sino-foreign joint stock limited company incorporated in the People's
                               Republic of China)



              Notice of Attendance for the Annual General Meeting





Name of shareholder (Note 1)





Number of shares held (Note 2)
                            domestic shares/
                                                     H shares I/We intend to
attend, or appoint a proxy (proxies) to attend the annual general meeting of
Datang International Power Generation Co., Ltd. (the 'Company') for the year
2005 to be held at the Company's Conference Room No. 804, No. 482
Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of
China at 9:00 a.m. on Tuesday, 20

June 2006.



Notes:



1.   Name(s) registered in the register of members of the Company to be inserted
in block letters.



2.   Please insert the number of shares of the Company registered under your
name(s).

3.   This notice, when duly completed and signed, is required to be delivered to
the Company's registered address at 8/F., No. 482 Guanganmennei Avenue,
Xuanwu District, Beijing, the People's Republic of China. Postcode: 100053,
by hand, post, cable or fax on or before 30 May 2006. Tel: [phone] Fax:
(8610) 83977083 or (8610) 83581907.





Signature(s):




Date:                     2006




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