Notice of 2012 Annual General Meeting

DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Notice of 2012 Annual General Meeting

PR Newswire

London, May 10

1. to consider and approve the "Report of the Board of Directors (the "Board") for the Year 2012"

(including Independent Directors' Report on Work);

2. to consider and approve the "Report of the Supervisory Committee for the Year 2012";

3. to consider and approve the "Proposal of Final Accounts for the Year 2012";

4. to consider and approve the "Profit Distribution Proposal for the Year 2012" (Note 1);

5. to consider and approve the "Resolution on the Re-appointment of RSM China Certified Public

Accountants Co., Ltd." (Note 2);

6. to consider and approve the "Resolution on the Provision of Guarantees for Certain Subsidiaries of the

Company" (Note 3);

7. to consider and approve the "Resolution on the Entering of Leasing Business Cooperation

Agreement with Datang Lease Company" (Note 4);

8. to consider and approve the "Proposal on Proposing to the Shareholders' General Meeting to Grant a Mandate

to the Board to Determine the Issuance of New Shares of Not More Than 20% of Each Class of Shares" (Note 5).

COMPANY

1. As audited by RSM China Certified Public Accountants Co., Ltd. and RSM Nelson Wheeler, net profit attributable

to the equity holders of the Company for the fiscal year ended 31 December 2012 under PRC Accounting Standards

for Business Enterprises and International Financial Reporting Standards amounted to approximately

RMB4,007.82 million and RMB4,062.27 million respectively. The Company withdrew 10% of the net profit of the

parent company under PRC Accounting Standards for Business Enterprises as statutory surplus reserve amounting

to approximately RMB270.83 million.

The Company's profit distribution proposal for the year 2012 is as follows:

Based on the Company's total share capital (as at 31 December 2012, the Company's total share capital was

13,310,037,578 shares), the Company proposed to distribute a dividend of RMB0.10 per share (tax included) to all

shareholders and the total amount of the proposed cash dividends to be distributed is approximately

RMB1,331 million.

2. The Company proposed to re-appoint RSM China Certified Public Accountants Co., Ltd. (Special Ordinary

Partnership) and RSM Nelson Wheeler Certified Public Accounts as certified public accountants for carrying out

the domestic and overseas auditing work of the Company for the year 2013. The appointment term is one year with

the audit fee amounting to RMB15.24 million.

3. The Company proposed to provide guarantees for the financing of the following controlling or wholly-owned

subsidiaries of the Company:

(1) The Company proposed to provide a guarantee to Gansu Datang International Liancheng Power Generation Company

Limited ("Liancheng Power Generation Company"), a subsidiary of the Company, covering the full amount of

Liancheng Power Generation Company's financing according to its actual needs. The guarantee amount shall

not exceed RMB620 million and shall be used for the replacement of due loans and denitrification

construction;

(2) The Company proposed to provide a guarantee to Jiangxi Datang International Xinyu Power Generation Company

Limited ("Xinyu Power Generation Company"), a wholly-owned subsidiary of the Company, covering the full

amount of Xinyu Power Generation Company's financing according to its actual needs. The guarantee amount

shall not exceed RMB265 million and shall be used for the replacement of due loans and the replenishment of

working capital;

(3) The Company proposed to provide a guarantee to Yunnan Datang International Mengye River Hydropower

Development Company Limited ("Mengye River Hydropower Development Company"), a wholly-owned subsidiary of

the Company, covering the full amount of Mengye River Hydropower Development Company's financing according

to its actual needs. The guarantee amount shall not exceed RMB600 million and shall be used for the

construction of Mengye River Hydropower Station and replacement of due loans.

For details of the abovementioned provisions of guarantee, please refer to the announcement of the Company

dated 8 May 2013.

4. The Company proposed to enter into the Leasing Business Cooperation Agreement ("Lease Agreement") with Datang

Finance Lease Company ("Datang Lease Company") for a term of three years commencing from 1 January 2013 to

31 December 2015; Datang Lease Company shall provide the Company with financial leasing services with an annual

amount not exceeding RMB10,000 million for the investment and construction of key projects of the Company and

units of the Company in areas including thermal power, hydropower, wind power and recycling economy. Datang

Lease Company shall provide the Company with general rates for lease fees that are equivalent to or more

favourable than those offered by other domestic financial leasing companies in China for providing similar

services.

For details of the Lease Agreement, please refer to the announcement of the Company dated 25 April 2013 and

the circular to be despatched by the Company.

5. The Board agreed to propose to the AGM to grant the following mandates to the Board:

(1) To propose, subject to the requirements of note (2) of this resolution, to generally and unconditionally

authorise the Board to, within 12 months from the date of approval of the special resolution at the

Company's shareholders' general meeting, exercise all rights of the Company to authorise, allot or issue,

either separately or concurrently, domestic shares (A shares) and overseas-listed foreign shares (H shares)

and execute or grant any offers, agreements and arrangements which may require the exercise of such rights;

(2) Pursuant to the approval of note (1) of this resolution, the Board may allot or issue, either separately

or concurrently, A shares and H shares with the respective numbers of A shares and H shares to be allotted

or issued, either separately or concurrently, not more than 20% of the respective number of the issued A

shares and H shares of the Company;

(3) Subject to the restrictions of note (1) and note (2) of this resolution, the Board may, within the given

limits, determine the respective numbers of A shares and H shares to be allotted or issued, either

separately or concurrently, and

(4) Subject to the restrictions of notes (1), (2) and (3) of this resolution and according to the Company's

actual condition of the allotment or issue of new A shares and new H shares, either separately or

concurrently, the Board may increase the registered capital of the Company and make appropriate amendments

to Articles 18 and 21 to the "Articles of Association of Datang International Power Generation Co., Ltd".

6. Other Matters

(1) Each of the Holders of H shares entitled to attend and vote at the AGM, 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 AGM, 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 AGM.

(4) Holders of H shares who wish to attend the AGM are required to return the notice of attendance by hand,

post, cable or fax to the Company's office address on or before 5 June 2013 (Wednesday). Completion and

return of the notice of attendance will not preclude a shareholder of the Company from attending and voting

at the AGM in person.

(5) The AGM is expected to last for one hour. Attending shareholders and their proxies shall be responsible

for their own travel and accommodation expenses.

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, Mi Dabin, Ye Yonghui,Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie* and Jiang Guohua*

*Independent non-executive director