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Notice of EGM

24th Feb 2010 07:00

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in DATANG INTERNATIONAL POWERGENERATIONCO.,LTD., you should at once hand this circular to the purchaser ortransferee or to the bank, licensed securities dealer or other agent throughwhom the sale or transfer was effected for transmission to the purchaser ortransferee.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this circular, make norepresentation as to its accuracy or completeness and expressly disclaims anyliability whatsoever for any loss howsoever arising from or in reliance uponthe whole or any part of the contents of this circular. DATANG INTERNATIONAL POWERGENERATION CO.,LTD.

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

(Stock Code: 991) DISCLOSEABLE AND CONNECTED TRANSACTION AND NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Mizuho Securities Asia Limited

A letter from the Board is set out on pages 4 to 9 of this circular. A letter from the Independent Board Committee is set out on pages 10 to 11 of this circular. A letter from Mizuho Securities containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 12 to 16 of this circular.

The Company will convene the EGM at the function room of 5/F, IntercontinentalHotel, No. 11 Financial Street, Xicheng District, Beijing, the PRC, on 19 April2010 (Monday) at 11:00 a.m. The notice convening the EGM is set out on pages 27to 29 of this circular and the relevant notice of attendance and proxy form areenclosed with this circular. Shareholders who wish to attend the EGM arerequired to return the notice of attendance in accordance with the instructionsprinted thereon as soon as possible and in any event not later than 29 March2010.Completion and return of the proxy form shall not preclude you from attendingand voting in person at the EGM or at any adjourned meetings should you sowish. 24 February 2010 CONTENTS PageDEFINITIONS 1LETTER FROM THE BOARD 4LETTER FROM THE INDEPENDENT BOARD COMMITTEE 10LETTER FROM MIZUHO SECURITIES 12APPENDIX-GENERAL INFORMATION 17NOTICE OF EGM 27 DEFINITIONS In this circular,unless the context otherwise requires,the following expressions have the followingmeanings:"A Share(s)" the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each and are listed on the Shanghai Stock Exchange"Articles of Association" the articles of association of the Company"Board" the board of Directors of the Company"CDC" China Datang Corporation, a State-o wned enterprise established under the laws of the PRC and is a

substantial Shareholder of the

Company pursuant to the Listing Rules which owns approximately 36.65% of the issued share capital of the Company as at the Latest Practicable Date"Company" Datang International Power Generation Co., Ltd., a sino- foreign joint stock limited company incorporated in the PRC on 13 December 1994, whose H Shares are listed on the

Stock Exchange and the London

Stock Exchange and whose A Shares are

listed on the Shanghai Stock

Exchange"Datang Finance Company" China Datang Finance Company Limited"Directors" the director(s) of the Company"Duolun Coal Chemical Company" Inner Mongolia Datang International Duolun Coal Chemical Company Limited, for the purposes of constructing and operating the Duolun Coal Chemical Project

"Duolun Coal Chemical Project" the project is located in Duolun County in the

Inner Mongolia Autonomous Region. The

project uses the brown coal

from the East Unit 2 coal mine of Shengli

Coal Mine as raw materials.

It produces polypropylene chemical

products with the pulverised coal

gasification technology, the synthetic gas

purification technology,

large-scale methanol synthesis technology,

the methanol-to-propylene

technology and the propylene

polymerisation technology. It is the most

advanced coal chemical project adopting

clean, efficient and high value-

added utilisation of coal. This project produces 460,000 tonnes of polypropylene per year and other by-products"EGM" the extraordinary general meeting of the Company to be held at the function room of 5/F, Intercontinental

Hotel, No. 11 Financial Street,

Xicheng District, Beijing, the PRC, on 19

April 2010 (Monday) at 11:00 a.m.

to consider and approve, among others, the

Revolving Entrusted Loan Agreement

"Energy and Chemical Company" Datang Energy and Chemical Company Limited, a wholly-owned subsidiary of the Company"Entrusted Loan" the revolving entrusted loan of a principal amount of RMB3,000 million

"Entrusted Loan Arrangement" the arrangement where Datang Finance Company is

designated by the Company to act as a

lending agent to, inter alia, release

the Entrusted Loan, which are funded by

the Company, to Duolun Coal Chemical

Company and to monitor the use and

repayment of the Entrusted Loan by Duolun

Coal Chemical Company pursuant to the

Revolving Entrusted Loan Agreement

"Group" the Company and its subsidiaries"H Share(s)" the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on

the Stock Exchange and the London

Stock Exchange"Hong Kong" the Hong Kong Special Administrative Region of the PRC"Independent Board Committee" the independent board committee of the Company, comprising five independent non-executive

Directors, and each of them does not

have any material interest in the

Revolving Entrusted Loan Agreement

"Independent Shareholders" the shareholders other than the connected persons of

the Company who have material interest in

the transaction contemplated under

the Revolving Entrusted Loan Agreement.

CDC and its associates are required to

be abstained from voting in approving the

Revolving Entrusted Loan Agreement at

the EGM"Latest Practicable Date" 22 February 2010, being the latest practicable date prior to the printing of this circular for

ascertaining certain information in

this circular"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "London Stock Exchange" The London Stock Exchange Limited"Mizuho Securities" Mizuho Securities Asia Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Revo lving Entrusted Loan Agreement, and a licensed corporation for types 1 (dealing in securities), 2

(dealing in futures contracts),

4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO"PRC" the People's Republic of China"Revolving Entrusted Loan the revolving entrusted loan agreement entered into on 12Agreement" January 2010 by the Company, Datang

Finance Company and Duolun Coal

Chemical Company in respect of the Entrusted Loan Arrangement"RMB" Renminbi, the lawful currency of the PRC"SFO" the Securities and Futures Ordinance

(Chapter 571 of the Laws of Hong

Kong)"Shareholder(s)" the holder(s) of the Share(s)"Shares" the ordinary shares of the Company with a nominal value of RMB1.00 each, comprising domestic Shares and H Shares"Stock Exchange" The Stock Exchange of Hong Kong Limited"the East Unit 2 coal mine the East Unit 2 coal mine of Shengli Coal Mine, whichof Shengli Coal Mine" is constructed and operated by Xilinguole Mining Company. It produces brown coal"%" per cent. LETTER FROM THE BOARD DATANG INTERNATIONAL POWERGENERATIONCO.,LTD.(a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) Executive Directors: Office address:Mr. Cao Jingshan No.9 Guangningbo StreetMr. Zhou Gang Xicheng District Beijing, 100140 the PRCNon-executive Directors: Mr. Zhai Ruoyu (Chairman)Mr. Hu Shengmu Principal place of businessMr. Fang Qinghai in Hong Kong:Mr. Liu Haixia c/o Stephen Mok & Co. Ms. Guan Tiangang 21/F, Gloucester TowerMr. Su Tiegang The LandmarkMr. Ye Yonghui 15 Queen's Road CentralMr. Li Gengsheng Hong KongIndependentnon-executive Directors:Mr. Xie SonglinMr. Liu ChaoanMr. Yu ChangchunMr. Xia QingMr. Li Hengyuan 24 February 2010To the ShareholdersDear Sir or Madam, DISCLOSEABLE AND CONNECTED TRANSACTIONBACKGROUND

On 12 January 2010, the Company entered into the Revolving Entrusted LoanAgreement with Datang Finance Company and Duolun Coal Chemical Company inrelation to the provision of a revolving entrusted loan of RMB3,000 million bythe Company to Duolun Coal Chemical Company, in which Datang Finance Companyacts as a lending agent, to replace the advances for the Duolun Coal ChemicalProject provided by the Company to Duolun Coal Chemical Company and to be usedas working capital for the Duolun Coal Chemical Project to ensure its smoothprogress. As each of the applicable percentage ratios (as defined in Rule 14.07 of theListing Rules) for the principal amount of the loans under the RevolvingEntrusted Loan Agreement is more than 5% but less than 25%, the RevolvingEntrusted Loan Agreement constitutes a discloseable transaction of the Companyand is subject to the reporting and announcement requirements under Chapter 14of the Listing Rules. As at the Latest Practicable Date, CDC is the controlling shareholder of DatangFinance Company holding 52.5% of its equity interest. Duolun Coal ChemicalCompany is owned as to 60% and 40% by the Company's wholly-owned subsidiary -Energy and Chemical Company and CDC, respectively. CDC is the controllingshareholder of the Company, holding approximately 36.65% of the issued sharecapital of the Company as at the Latest Practicable Date. Duolun Coal ChemicalCompany and Datang Finance Company are therefore connected persons of theCompany under Chapter 14A of the Listing Rules and the Entrusted LoanArrangement constitutes a connected transaction of the Company under Rule14A.13(2) of the Listing Rules. The purposes of this circular are:- 1) to provide you with further details of the Revolving Entrusted Loan Agreement;

2) to set out the recommendation of the Independent Board Committee in respect

of the Revolving Entrusted Loan Agreement; and

3) to set out the letter of advice from Mizuho Securities to the Independent

Board Committee and the Independent Shareholders in respect of the Revolving

Entrusted Loan Agreement.

REVOLVING ENTRUSTED LOAN AGREEMENT

Date

(1) the Company, as the lender;

(2) Datang Finance Company, as the lending agent; and

(3) Duolun Coal Chemical Company, as the borrower.

Major terms of the Revolving Entrusted Loan Agreement

Entrusted Loan Arrangement

Pursuant to the Revolving Entrusted Loan Agreement, Datang Finance Company isdesignated by the Company to act as a lending agent to, inter alia, release theEntrusted Loan, which is funded by the Company, to Duolun Coal Chemical Companyand to monitor the use and repayment of the Entrusted Loan by Duolun CoalChemical Company.

Principal amount of the Entrusted Loan

RMB3,000 million.

Term

Not less than 30 days and not more than 36 months for each loan term from the date of entering into the Revolving Entrusted Loan Agreement.

Interest rate

At a floating interest rate, being 10% less than the benchmark interest rate tobe charged by the People's Bank of China at the time of each of the revolving entrusted loans is made. Such interest rate is arrived at after arm's length negotiation between theCompany and Duolun Coal Chemical Company after considering the overallreduction of capital costs to the Group as the accounts of Duolun Coal ChemicalCompany (being the controlled subsidiary of Energy and Chemical Company) areconsolidated to the accounts of the Company.

Repayment schedule for the principal of the Entrusted Loan

The repayment schedule for the principal of the Entrusted Loan will be agreedbetween the Company and Duolun Coal Chemical Company. However, it shall not belater than 36 months from the date of entering into the Revolving EntrustedLoan Agreement.

Payment schedule for the interests of the Entrusted Loan

Interests for the revolving entrusted loan shall be settled by Duolun Coal Chemical Company on a quarterly basis. The settlement date falls on the twentieth (20th) day of the last month of each quarter.

Handling charge

The handling charge for the Entrusted Loan under the Revolving Entrusted LoanAgreement is calculated at 0.025% of the principal amount of the Entrusted Loanunder the Revolving Entrusted Loan Agreement. The Company shall pay suchhandling charge in a one-off basis to Datang Finance Company within fiveworking days when each of the loan under the Revolving Entrusted Loan Agreementis made. Such handling charge rate is arrived at after arm's length negotiation betweenthe Company and Datang Finance Company after taking into account the handlingfees for providing entrusted loan services by Datang Finance Company to membercompanies of CDC.Effective Date

The Revolving Entrusted Loan Agreement shall become effective when it is duly signed by the parties.

The Revolving Entrusted Loan Agreement is also subject to the approval by the Independent Shareholders pursuant to the Articles of Association and the Listing Rules.

The Revolving Entrusted Loan Agreement was executed on 12 January 2010 and theamount of loans granted thereunder amounted to approximately RMB2.3 billion asat the Latest Practicable Date, which did not exceed the loan limit of RMB3billion. In the event that the Revolving Entrusted Loan Agreement is notapproved by the Independent Shareholders at the EGM, the parties will enterinto a separate termination agreement to terminate the Revolving Entrusted LoanAgreement and the Entrusted Loan granted thereunder will be repaid by DuolunCoal Chemical Company to the Company.

REASONS FOR AND BENEFITS OF ENTERING INTO THE REVOLVING ENTRUSTED LOAN AGREEMENT

In order to improve the turnover of capital at Duolun Coal Chemical Company andto ensure the smooth progress of the Duolun Coal Chemical Project, the Companyintends to provide a revolving entrusted loan of not more than RMB3,000 millionto Duolun Coal Chemical Company in separate batches according to theconstruction progress of the Duolun Coal Chemical Project. Duolun Coal ChemicalCompany is in the process of preparing formalities for application for bankingfacilities and it plans to repay the principals and the interests of the loansafter the banking facilities are in place. Furthermore, according to theRevolving Entrusted Loan Agreement, Datang Finance Company shall collect ahandling charge of 0.025% for acting as the lending agent for the Company'sEntrusted Loan, which is lower than the handling charge imposed by othercommercial banks for providing similar services. Therefore, the Company is ofthe view that the provision of the Entrusted Loan to Duolun Coal ChemicalCompany through Datang Finance Company is beneficial for the support of thesmooth construction of the Duolun Coal Chemical Project and the reduction ofthe overall capital costs of the Company. In view of the above, the Directors (including the independent non-executiveDirectors) are of the view that the terms of the Revolving Entrusted LoanAgreement are fair and reasonable and have been determined on normal commercialterms and consider that the Entrusted Loan is in the interests of the Companyand the Shareholders as a whole. The terms of the Revolving Entrusted LoanAgreement were also negotiated on an arm's length basis between all partiesthereto and were determined on normal commercial terms.

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION

As each of the applicable percentage ratios (as defined in Rule 14.07 of theListing Rules) for the principal amount of the loans under the RevolvingEntrusted Loan Agreement is more than 5% but less than 25%, the RevolvingEntrusted Loan Agreement constitutes a discloseable transaction of the Companyand is subject to the reporting and announcement requirements under Chapter 14of the Listing Rules. As at the Latest Practicable Date, CDC is the controlling shareholder of DatangFinance Company holding 52.5% of its equity interest. Duolun Coal ChemicalCompany is owned as to 60% and 40% by the Company's wholly-owned subsidiary -Energy and Chemical Company and CDC, respectively. CDC is the controllingshareholder of the Company, holding approximately 36.65% of the issued sharecapital of the Company as at the Latest Practicable Date. Duolun Coal ChemicalCompany and Datang Finance Company are therefore connected persons of theCompany under Chapter 14A of the Listing Rules and the Entrusted LoanArrangement constitutes a connected transaction of the Company under Rule14A.13(2) of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the principal amount of loans under the Revolving Entrusted Loan Agreement is more than 2.5%, the Revolving Entrusted Loan Agreement is subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Company will also disclose the relevant details in the next published annual report and accounts of the Company in accordance with the relevant requirements as set out in Rule 14A.45 of the Listing Rules.

Those Directors who have a material interest in the transaction under theRevolving Entrusted Loan Agreement (by virtue of being the principal managementstaff of CDC) have abstained from voting at the relevant Board meeting forapproval of the transaction.

INFORMATION RELATING TO THE COMPANY

The Company is principally engaged in the development and operation of powerplants, the sale of electricity and thermal power, and the repair, testing andmaintenance of power equipment and power- related technical services, with itsmain service areas being in the PRC.

INFORMATION RELATING TO DUOLUN COAL CHEMICAL COMPANY

Duolun Coal Chemical Company is responsible for constructing and operating theDuolun Coal Chemical Project. The Duolun Coal Chemical Project is located inDuolun County, Xilinguole League of the Inner Mongolia Autonomous Region. Theproject uses the brown coal as raw materials from the East Unit 2 coal mine ofShengli Coal Mine in Inner Mongolia, which is wholly-owned by the Company. Itproduces chemical products with advanced technologies, including pulverisedcoal gasification technology, synthetic gas purification technology,large-scale methanol synthesis technology, methanol- to-propylene technologyand propylene polymerisation technology. This project is expected to produce460,000 tonnes of polypropylene per year and other by-products. As at 31 December 2009, Duolun Coal Chemical Company's unaudited total assetsamounted to RMB18.54151 billion; total liabilities amounted to RMB14.51595 billion; andasset-liability ratio was 78.29%.

INFORMATION RELATING TO DATANG FINANCE COMPANY

Datang Finance Company is duly established in the PRC as a non-bankingfinancial institution on 10 May 2005. The registered capital of Datang Finance Company is RMB1,000 million. The principal business of Datang Finance Company includes the provision of, among others, deposit services, loan services, entrusted loan services and entrusted investment services.

EGM

The Company will convene the EGM to, among other things, consider and approvethe Revolving Entrusted Loan Agreement. The notice convening the EGM is set outon pages 27 to 29 of this circular and the relevant notice of attendance andproxy form are enclosed with this circular. Shareholders and their associateswho have a material interest in the transaction shall abstain from voting inthe EGM. CDC and its associates, holding approximately 36.65% of the issuedshare capital of the Company as at the Latest Practicable Date, have to beabstained from voting in approving the Revolving Entrusted Loan Agreement atthe EGM in accordance with the Listing Rules.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee asset out on pages 10 to 11 of this circular which contains its recommendation tothe Independent Shareholders on the terms of the Revolving Entrusted LoanAgreement. Your attention is also drawn to the letter of advice received fromMizuho Securities, the independent financial adviser to the Independent BoardCommittee and the Independent Shareholders as set out on pages 12 to 16 of thiscircular which contains, among others, its advice to the Independent BoardCommittee and the Independent Shareholders in relation to the terms of theRevolving Entrusted Loan Agreement, the casting of votes for or against theresolution approving the Revolving Entrusted Loan Agreement by poll at the EGMas well as the principal factors and reasons considered by it in concluding itsadvice. The Directors consider that the transaction under the Revolving Entrusted LoanAgreement is fair and reasonable and in the interest of the Shareholders andthe Company as a whole and they recommend the Shareholders to vote in favour ofthe resolution at the EGM. Yours faithfully, By Order of the Board of Datang International Power Generation Co.,Ltd. Zhou Gang Secretary to the Board LETTE RFROM THE INDEPENDENT BOARD COMMITTEE DATANG INTERNATIONAL POWERGENERATIONCO.,LTD.(a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) office address No.9 Guangningbo Street Xicheng District Beijing, 100140 The PRC 24 February 2010

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION We refer to the circular issued by the Company to the Shareholders dated 24February 2010 (the "Circular") of which this letter forms part. Terms definedin the Circular shall have the same meanings in this letter unless the contextotherwise requires. Under the Listing Rules, the transaction contemplated under the RevolvingEntrusted Loan Agreement and the entering into of the Revolving Entrusted LoanAgreement constitutes a discloseable and connected transaction for the Company,and is subject to the approval of the Independent Shareholders at the EGM. We have been appointed as the Independent Board Committee to consider the termsof the Revolving Entrusted Loan Agreement and to advise the IndependentShareholders in connection with the Revolving Entrusted Loan Agreement as towhether, in our opinion, its terms are fair and reasonable and whether theRevolving Entrusted Loan Agreement is in the interests of the Company and theShareholders as a whole. Mizuho Securities has been appointed as theindependent financial adviser to advise us in this respect. We wish to draw your attention to the letter from the Board and the letter fromMizuho Securities as set out in the Circular. Having considered the principalfactors and reasons considered by, and the advice of, Mizuho Securities as setout in its letter of advice, we consider that the Revolving Entrusted LoanAgreement is on normal commercial terms, and that the Revolving Entrusted LoanAgreement is in the best interests of the Company and the Shareholders as awhole. We also consider that the terms of the Revolving Entrusted Loan Agreement arefair and reasonable. Accordingly, we recommend the Independent Shareholders tovote in favour of the ordinary resolution to approve the Revolving EntrustedLoan Agreement at the EGM. Yours faithfully, For and on behalf of the Independent Board Committee Xie Song lin,Yu Changchun,Liu Chaoan,Xia Qing,Li Hengyuan Independent non-executive Directors Datang InternationalPower Generation Co.,Ltd. LETTER FROM MIZUHO SECURITIES The following is the text of the letter of advice from Mizuho Securities Asia Limited,theindependent financial adviser to the Independent Board Committee and Independent Shareholders, in respect of the Revolving Entrusted Loan Agreement,which has been prepared for the purpose of inclusion inthiscircular. Mizuho Securities Asia Limited 12th Floor, Chater House, 8 Connaught Road Central, Hong Kong Tel: 2685-2000 Fax: 2685-2400 24 February 2010To the Independent Board Committee and the Independent ShareholdersDatang International Power Generation Co.,Ltd.Dear Sirs, DISCLOSEABLE AND CONNECTED TRANSACTION INTRODUCTION We refer to our engagement as the independent financial adviser to theIndependent Board Committee and Independent Shareholders in respect of theRevolving Entrusted Loan Agreement. Further details of the Revolving EntrustedLoan Agreement are set out in the letter from the Board (the "Letter from theBoard") in the circular of the Company to its Shareholders dated 24 February2010 (the "Circular"), of which this letter forms part. Capitalised terms usedin this letter shall have the same meanings as those defined in the Circularunless the context otherwise requires. On 12 January 2010, the Company entered into the Revolving Entrusted LoanAgreement with Datang Finance Company and Duolun Coal Chemical Company inrelation to the provision of a revolving entrusted loan of RMB3,000 million bythe Company to Duolun Coal Chemical Company, in which Datang Finance Companyacts as a lending agent, to replace the advances for the Duolun Coal ChemicalProject provided by the Company to Duolun Coal Chemical Company and to be usedas working capital for the Duolun Coal Chemical Project to ensure its smoothprogress. As at the Latest Practicable Date, CDC is the controlling shareholder of DatangFinance Company holding 52.5% of its equity interest. Duolun Coal ChemicalCompany is owned as to 60% and 40% by the Company's wholly-owned subsidiary -Energy and Chemical Company and CDC, respectively. CDC is the controllingshareholder of the Company, holding approximately 36.65% of the issued sharecapital of the Company as at the Latest Practicable Date. Duolun Coal ChemicalCompany and Datang Finance Company are therefore connected persons of theCompany under Chapter 14A of the Listing Rules and the Entrusted LoanArrangement constitutes a connected transaction of the Company under Rule14A.13(2) of the Listing Rules.

Our scope of work under this engagement is to assess whether the terms of theRevolving Entrusted Loan Agreement are fair and reasonable so far as theShareholders are concerned, and, from that perspective, whether the RevolvingEntrusted Loan Agreement is in the interests of the Company and theShareholders as a whole. It is not within our scope of work to opine on anyother aspects of the Revolving Entrusted Loan Agreement. In addition, it is notwithin our terms of reference to comment on the commercial merits of theRevolving Entrusted Loan Agreement which is the responsibility of theDirectors.

BASIS OF OUR OPINION

In arriving at our opinion, we have relied on the information, opinions andfacts supplied, and representations made to us, by the Directors, advisers andrepresentatives of the Company (including those contained or referred to in theCircular). We have also assumed that the information and representationscontained or referred to in the Circular were true and accurate in all respectsat the time they were made and continue to be so at the date of dispatch of theCircular. We have no reason to doubt the truth, accuracy and completeness ofthe information and representations provided to us by the Directors and seniormanagement of the Company. We have also relied on certain information availableto the public and have assumed such information to be accurate and reliable,and we have not independently verified the accuracy of such information. Wehave been advised by the Directors and believe that no material facts have beenomitted from the Circular. We consider that we have reviewed sufficient information to reach an informedview, to justify reliance on the accuracy of the information contained in theCircular and to provide a reasonable basis for our opinion. We have not,however, conducted an independent verification of the information nor have weconducted any form of in-depth investigation into the businesses and affairs orother prospects of the Company or any of its respective subsidiaries orassociates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In forming our opinion, we have considered the following principal factors and reasons:

1. Background

Information relating to the Company

Information relating to Duolun Coal Chemical Company

Information relating to Datang Finance Company

2. Reasons for and Benefits of Entering into the Revolving Entrusted Loan Agreement

As mentioned in the Letter from the Board, in order to improve the turnover ofcapital at Duolun Coal Chemical Company and to ensure the smooth progress ofthe Duolun Coal Chemical Project, the Company intends to provide a revolvingentrusted loan of not more than RMB3,000 million to Duolun Coal ChemicalCompany in separate batches according to the construction progress of theDuolun Coal Chemical Project. We note that Duolun Coal Chemical Company is in the process of preparing forapplication for banking facilities. However, it may not be efficient to waitfor the readiness of the banking facilities for the construction of the DuolunCoal Chemical Project. As the Company is the controlling shareholder of DuolunCoal Chemical Company and indirectly holds 60% interest in Duolun Coal ChemicalCompany as at the Latest Practicable Date, the Directors consider that it wouldbe in the interest of the Group as a whole to facilitate the smooth progress ofthe Duolun Coal Chemical Project. Furthermore, Duolun Coal Chemical Companyplans to repay the principals and the interests of the loans after the bankingfacilities are in place. Therefore, the revolving entrusted loan provided bythe Company can serve as a bridging loan before the banking facilities are inplace and can facilitate the smooth progress of the Duolun Coal ChemicalProject. In view of such background, we consider that the Revolving EntrustedLoan Agreement is in the ordinary and usual course of business of the Companyand is in the interest of the Company and its Shareholders as a whole.

3. Major Terms of the Revolving Entrusted Loan Agreement

Entrusted Loan Arrangement

Pursuant to the Revolving Entrusted Loan Agreement, Datang Finance Company isdesignated by the Company to act as a lending agent to, inter alia, release theEntrusted Loans, which is funded by the Company, to Duolun Coal ChemicalCompany and to monitor the use and repayment of the Entrusted Loan by DuolunCoal Chemical Company.

Principal amount of the Entrusted Loan

RMB3,000 million.

Provided that the sources and uses of the loans being in compliance with therequirements of the financial regulators, Duolun Coal Chemical Company canapply for loans on a continuous basis, regardless of the number of loans andthe amount of each of such loans, during the effective period of the RevolvingEntrusted Loan Agreement provided that the outstanding balance of the principalamount of the loan under the Revolving Entrusted Loan Agreement does not exceedthe loan limit (RMB3,000 million). However, the sum of the amount of loansbeing applied by Duolun Coal Chemical Company and the outstanding balance ofthe principal amount of the loan under the Revolving Entrusted Loan Agreementshall not exceed the loan limit, i.e. RMB3,000 million. We understand that the total investment amount of Duolun Coal Chemical Companyis estimated to be approximately RMB16.20 billion. As disclosed in the Letterfrom the Board, the amount of loans granted under the Revolving Entrusted LoanAgreement as at the Latest Practicable Date was approximately RMB2,300 million.As the Duolun Coal Chemical Project is still under construction and needsfurther funding for working capital, the maximum amount of the revolvingentrusted loan was determined at RMB3,000 million. In view of the above, weconsider that the provision of the revolving entrusted loan with a maximumamount of RMB3,000 million is reasonably determined.

Term

Not less than 30 days and not more than 36 months for each loan term from the date of entering into the Revolving Entrusted Loan Agreement.

Interest rate

At a floating interest rate, being 10% less than the benchmark interest rate tobe charged by the People's Bank of China at the time of each of the revolving entrusted loans is made. The Company advised us that the average interest rate of the bank borrowings ofthe Group in year 2009 was not out of line with the floating interest rate ofthe Revolving Entrusted Loan Agreement generally. On this basis and consideringthe fact that the Entrusted Loan is intended as short-term financing for DuolunCoal Chemical Company before it obtains bank financing and that the Group isthe controlling shareholder of Duolun Coal Chemical Company, we consider thatthe interest rate under the Revolving Entrusted Loan Agreement is reasonable.

Handling charge

The handling charge for the Entrusted Loan under the Revolving Entrusted LoanAgreement is calculated at 0.025% of the principal amount of the Entrusted Loanunder the Revolving Entrusted Loan Agreement. The Company shall pay suchhandling charge in a one-off basis to Datang Finance Company within fiveworking days when each of the loan under the Revolving Entrusted Loan Agreementis made. The Company advised us that they had designated other banks as lending agentsin relation to the provision of entrusted loans to other companies and thehandling charges for those entrusted loans were higher than 0.025% of theprincipal amount of the entrusted loans. Based on this, we consider that thehandling charge for the Entrusted Loan under the Revolving Entrusted LoanAgreement is not excessive.

OPINION

Having considered the principal factors and reasons described above, we are ofthe opinion that the terms of the Revolving Entrusted Loan Agreement are onnormal commercial terms and are fair and reasonable as far as the interests ofthe Independent Shareholders are concerned, and, from this perspective, theRevolving Entrusted Loan Agreement is in the interests of the Company and itsshareholders as a whole. Accordingly, we recommend the Independent Shareholdersto vote in favour of the ordinary resolution to be proposed at the EGM toapprove the Revolving Entrusted Loan Agreement. Yours faithfully, For and on behalf of MIZUHO SECURITIES ASIA LIMITED Kelvin S.K. Lau Managing Director Capital Markets & Corporate Finance APPENDIX GENERAL INFORMATION1. RESPONSIBILITY STATEMENT This circular includes particulars given in compliance with the Listing Rulesfor the purpose of giving information with regard to the Company. The Directorscollectively and individually accept full responsibility for the accuracy ofthe information contained in this circular and confirm, having made allreasonable enquiries that to the best of their knowledge and belief, there areno other facts the omission of which would make any statement in this circularmisleading.

2. DISCLOSURE OF INTERESTS

(a) Directors,supervisors and chief executive of the Company

(i) As at the Latest Practicable Date, save and except Mr. Fang Qinghai, beinga Director, who held 24,000 A shares of the Company, none of the Directors,supervisors and chief executive of the Company have any interests and shortpositions in the shares, underlying shares and/ or debentures (as the case maybe) of the Company or any of its associated corporations (within the meaning ofthe SFO) which was required to be notified to the Company and the StockExchange pursuant to Divisions 7 and 8 of Part XV of the SFO (includinginterests and short positions which any such Director, chief executive orsupervisor is taken or deemed to have under such provisions of the SFO) orwhich was required to be entered into the register required to be kept by theCompany under section 352 of the SFO or which was otherwise required to benotified to the Company and the Stock Exchange pursuant to the Model Code forSecurities Transactions by Directors of Listed Issuers in the Listing Rules.(ii) As at the Latest Practicable Date, none of the Directors, proposedDirectors, supervisors or proposed supervisors of the Company has any direct orindirect interest in any assets which have since 31 December 2008 (being thedate to which the latest published audited financial statements of the Companywere made up) been acquired or disposed of by or leased to any member of theGroup, or are proposed to be acquired or disposed of by or leased to any memberof the Group.

(b) Substantial Shareholders of the Company

As at the Latest Practicable Date, so far as the Directors are aware, each ofthe following persons, not being a Director, chief executive or supervisor ofthe Company, had an interest in the Shares which falls to be disclosed to theCompany and the Stock Exchange under the provisions of Divisions 2 and 3 of

Part XV of the SFO: Percentage to Number of total issued Percentage to Percentage to Class of issued ordinary share capital total issued total issued Name issued Shares shares held of the Company Domestic Shares H SharesChina Datang A shares 3,959,241,160 (L) 33.61% 46.78% - Corporation H shares 358,680,000 (L) 3.04% - 10.82%(L) (Note1)Beijing Energy A shares 1,285,777,280 (L) 10.91% 15.19% - Investment(Group) Company(Note2)Hebei A shares 1,299,872,927 (L) 11.03% 15.36% - ConstructionInvestment(Group)Company Limited(Note3)Tianjin Jinneng A shares 1,212,012,600 (L) 10.29% 14.32% - InvestmentCompany(Note4)Barclays PLC H Shares 280,516,802 (L) 2.38% (L) - 8.46%(L) 13,368,000 (S) 0.11% (S) - 0.40%(S)

(L) means long position (S) means short position (P) means lending pool Notes:

1. Each of Mr. Zhai Rouyu, Mr. Hu Shengmu and Mr. Fang Qinghai, all non-executive Directors, is an employee of China Datang Corporation.

2. Mr. Liu Haixia and Ms. Guan Tiangang, non-executive Directors, are employees of Beijing Energy Investment (Group) Company.

3. Each of Mr. Su Tiegang and Mr. Ye Yonghui, both non-executive Directors, isan employee of Hebei Construction Investment (Group) Company Limited (previously known as Hebei Construction Investment Company).

4. Mr. Li Gengsheng, a non-executive Director, is an employee of Tianjin Jinneng Investment Company.

Save as disclosed above and so far as the Directors are aware, as at the Latest Practicable Date, no other person had an interest or short position in the Shares or underlying Shares (as the case may be) which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

As at the Latest Practicable Date, so far as the Directors are aware, each ofthe entities set out in the column titled "Shareholders holding 10% or more inother members of the Group", not being a Director, chief executive orsupervisor of the Company, was directly or indirectly interested in 10% or moreof the nominal value of any class of share capital carrying rights to vote inall circumstances at general meetings of any member of the Group: Percentage shareholding of Shareholders in Shareholders holding 10% or more other members ofOther members of the Group in other members of the Group the Group Inner Mongolia Datang Beijing Jingneng 25%International Tuoketuo Power International Energy Generation Company Limited Company Limited Inner Mongolia Mengdian 15% Huaneng Thermal Power Company Limited Tianjin Datang International Tianjin Jinneng Investment 25%Panshan Company

Power Generation Company Limited

Shanxi Datang International Tianjin Jinneng Investment 40%Shentou Company

Power Generation Company Limited

Yunnan Datang International Yunnan Investment Holdings 15%Honghe Group Company Limited

Power Generation Company Limited

Yunnan Xiaolongtan Mining 10% Bureau Gansu Datang International State Power Development 25%Liancheng Company Limited

Power Generation Company Limited

Gansu Power Investment 20% Longneng Company Limited Hebei Datang International Tangshan Construction 20%Tangshan Investment Company Limited Thermal Power Company Limited

Yunnan Datang International Nalan Honghezhou Development and

20%

Hydropower Development Company Investment Company Limited

Limited Jinping County Xinshida 15% Investment Company Limited Beijing Huake Power 14% Engineering and Technology Company Limited Yunnan Datang International Beijing State Power Anrong 25%Lixianjiang Hydropower Power Investment Company Development Limited Company Limited Shanxi Datang International Jinzhou Huafu Power 20%Yuncheng Investment Company Limited

Power Generation Company Limited

Jiangsu Datang International Nantong State-owned Assets 10%Lvsigang Investment Holdings Limited

Power Generation Company Limited

China Datang Corporation 35%

Guangdong Datang International Beijing China Power Huaze

12%

Chaozhou Power Generation Company Investment Company Limited

Limited Fujian Datang International Jinzhou Huafu Power 34%

Ningde Power Generation Company Investment Company Limited

Limited Mindong Power Investment 10% Company Limited Chongqing Datang International Chongqing Hangyun

24.5%

Wulong Hydropower Development Construction

Company Limited Development Company Limited Chongqing Dingtai Power 24.5% (Group) Company Limited Yunnan Datang International Yunnan Wenshan Power 25%

Wenshan Hydropower Development Company Limited

Company Limited China Hydro-power 15% Consultancy Group Kunming Survey and Design Research Institute Hebei Datang International Hebei Construction 30%Wangtan Investment (Group) Company Power Co., Ltd. Limited

Chongqing Datang International Chongqing City Power

30%

Shizhu Investment Group Company Power Generation Company Limited

Inner Mongolia Datang Duolun Hydropower 49%

International Duolun Hydropower Generation Company Limited

Multiple Development Company Limited Sichuan Datang International Ganzi Gantou Hydropower 20%Ganzi Hydropower Generation Generation Development Development Company Limited Company Limited

Chongqing Datang International Chongqing Energy Resources

12%

Pengshui Hydropower Development Investment Group Company

Company Limited Chongqing Dingtai Power 12% (Group) Company Limited Chongqing Tuoyuan Industry 12% Co., Ltd. Guizhou Province 12% Development Investment Company Guizhou Wujiang Hydropower 12% Development Co., Ltd. Zhejiang Datang International Zhejiang Energy Group Co., 35%Wushashan Power Generation Ltd. Company Limited Ningbo City Power 10% Development Company Inner Mongolia Datang Beijing China Power Huaze 49%International Hohhot Thermal Investment Co., Ltd.

Power Generation Company Limited

Inner Mongolia Datang Beijing Guoneng Zhixin 25%

International Renewable Energy Investment Co., Ltd.

Development Company Limited Qinghua Tongfang 25% Environment Co., Ltd. Duolun Xinyuan Renewable 24% Resources ., Ltd. Yunnan Datang International Yunnan Huitai Power 30%

Hengjiang Hydropower Development Generation Co., Ltd.

Company Limited Inner Mongolia Datang Lu Guiying 16.56%International

Zhungeer Mining Company Limited

China Energy and Fuel 16% Company Limited Chen Shengyi 14% Inner Mongolia Datang Beijing Jingneng 25%

International Tuoketuo No.2 Power International Energy

Generation Company Limited Company Limited China Datang Corporation 20% Inner Mongolia Mengdian 15% Huaneng Thermal Power Company Limited Hebei Datang International Tangshan Construction and 18%Fengrun Investment Company Limited Thermal Power Company Limited

Ningxia Datang International Daba Ningxia Power Generation

35%

Power Generation Company Limited (Group) Company Limited

China Huadian Corporation 20% Hebei Datang International Tangshan Construction and 16%Fengrun Investment Company Limited

Thermal Power Company Limited Shanxi Datang International Linfenhexi Thermal Power

20%

Linfen Thermal Power Company Company Limited

Limited

Hebei Qian'an Thermal Power Beijing State Power Anrong

18%Company Limited Power Investment Company Limited Tangshan Binghe Power Plant 15% Beijing Guohong Huaan Power 10% Investment Company Limited Save as disclosed above in sections 2(a) and (b) as at the Latest PracticableDate, there was no other person (other than a Director, supervisor or chiefexecutive of the Company or a member of the Group), who had an interest orshort position in the Shares or underlying Shares which would fall to bedisclosed to the Company under the provisions of Divisions 2 and 3 of Part XVof the SFO, or who was, directly or indirectly, interested in 10% or more ofthe nominal value of any class of share capital carrying rights to vote in allcircumstances at general meetings of any other member of the Group.

3. SERVICE AGREEMENTS

As at the Latest Practicable Date, none of the Directors, proposed directors,supervisors or proposed supervisors of the Company had any existing or proposedservice contract with any member of the Group (excluding contracts expiring ordeterminable by the Company within one year without payment of compensation(other than statutory compensation).

4. INTEREST IN CONTRACT

As at the Latest Practicable Date, none of the Directors or supervisors of theCompany was materially interested in any contract or arrangement entered intoby any member of the Group, and which was significant in relation to thebusiness of the Group.

5. MATERIAL CHANGES

The Directors are not aware of any material adverse change in the financial ortrading position of the Group since 31 December 2008, being the date to whichthe latest published audited financial statements of the Group were made up.

6. COMPETING INTEREST

As at the Latest Practicable Date, none of the directors of the Company and itssubsidiaries, or their respective associates has interests in the businesseswhich compete or are likely to compete, either directly or indirectly, with thebusinesses of the Company and its subsidiaries.

7. EXPERT

(a) The following sets out the qualifications of the expert which has given its opinion or advice as contained in this circular:

Name QualificationsMizuho Securities A licensed corporation to engage in types 1 (dealing in securities), 2 (dealing in futures contracts) 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO

(b) Mizuho Securities did not have any shareholding, direct or indirect, in anymembers of the Group or any rights (whether legally enforceable or not) tosubscribe for or to nominate persons to subscribe for securities in any membersof the Group as at the Latest Practicable Date.(c) Mizuho Securities does not have any interest, direct or indirect, in anyassets which have been acquired or disposed of by or leased to any members ofthe Group, or which are proposed to be acquired or disposed of by or leased toany members of the Group since 31 December 2008, the date to which the latestpublished audited financial statements of the Company were made up.(d) Mizuho Securities has given and has not withdrawn its written consent tothe issue of this circular with the inclusion of its letter and references toits name in the form and context in which they are included.

8. LITIGATION

No member of the Company and its subsidiaries is at present engaged in anylitigation or arbitration of material importance to the Company and itssubsidiaries and no litigation or claim of material importance to the Companyand its subsidiaries is known to the Directors or the Company to be pending orthreatened by or against any member of the Company and its subsidiaries.

9. MISCELLANEOUS

(a) The registered address of the Company is No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the PRC and the office address of the Company is No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC.

(b) The place of business of the Company in Hong Kong is at c/o Stephen Mok & Co., 21/F, Gloucester Tower, 15 Queen's Road Central, Hong Kong.

(c) The Hong Kong share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

(d) The secretary to the Board of the Company is Mr. Zhou Gang. Mr. Zhou graduated from East China Institute of Water Conservancy (currently known as Hehai University), and is a senior engineer.

10. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Revolving Entrusted Loan Agreement, the consent letter and theletter of advice from Mizuho Securities are available for inspection at theprincipal place of business in Hong Kong of the Company at 21/F, GloucesterTower, 15 Queen's Road Central, Hong Kong during normal business hours from thedate of this circular up to and including 10 March 2010. NOTICE OF EGM DATANG INTERNATIONAL POWERGENERATIONCO.,LTD.(a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) NOTICE OF 2010 FIRST EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2010 first extraordinary general meeting (the"EGM") of Datang International Power Generation Co., Ltd. (the "Company") willbe held at the function room of 5/F, Intercontinental Hotel, No. 11 FinancialStreet, 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, passthe following resolutions: ORDINARYRE SOLUTIONS 1. To consider and approve the fund contribution of Datang Energy and ChemicalCompany Limited ("Energy and Chemical Company") to establish Inner MongoliaDatang International Duolun Coal Chemical Company Limited ("Duolun CoalChemical Company"), for the purposes of constructing and operating the DuolunCoal Chemical Project (Note1);

2. To consider and approve the provision of counter-guarantee by the Company for a loan of Datang International (Hong Kong) Limited ("Hong Kong Company") (Note2);

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") (Note3).

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 ofAssociation"), the register of members of the Company will be closed from 21March 2010 to 19 April 2010 (both dates inclusive), during which period notransfer of any H shares of the Company will be registered. Holders of H shareswhose names appear on the register of members of the Company on 21 March 2010are entitled to attend and vote at the EGM. In order to be entitled to theattendance of the EGM, Holders of H shares are required to deposit the transferdocument together with the relevant share certificates at the H share registrarof the Company, Computershare Hong Kong Investor Services Limited, at Rooms1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, HongKong at or before 4:30 p.m. on 19 March 2010. By Order of the Board Zhou Gang Secretary to the BoardBeijing, the PRC24 February 2010Notes:1. Reference is made to the Company's discloseable and connected transactionannouncement dated 17 August 2009 and the circular dated 4 September 2009.According to the "Investment Agreement on Duolun Coal-based Olefin Project"("Investment Agreement") entered into between the Company's wholly-ownedsubsidiary, Energy and Chemical Company and China Datang Corporation ("CDC") on14 August 2009, Energy and Chemical Company agreed to contribute RMB3,888million in the proportion of 60% to the joint investment and establishment ofDuolun Coal Chemical Company with CDC, for the purposes of constructing andoperating the Duolun Coal Chemical Project (as defined in the relevantcircular).Pursuant to the Rules Governing the Listing of Securities on The Stock Exchangeof Hong Kong Limited ("Listing Rules"), as Energy and Chemical Company is awholly-owned subsidiary of the Company, and CDC is a substantial shareholder ofthe Company. CDC is therefore a connected person of the Company under theListing Rules. The Investment Agreement for the joint investment andconstruction of the Duolun Coal Chemical Project between Energy and ChemicalCompany and CDC constitutes a connected transaction of the Company. CDC and itsassociates 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 board of directors of the Company (the "Board") agreed the Company toprovide a counter-guarantee in respect of a loan not exceeding HK$810 millionborrowed by Hong Kong Company from Bank of China (Hong Kong) Limited. Thecounter- guarantee will be provided on a joint-liability basis with an amountnot exceeding HK$810 million. As the asset-to-liability ratio of Hong KongCompany exceeds 70%, the provision of counter-guarantee by the Company to HongKong Company is required to be proposed to the Company's general meeting forconsideration and approval under the Rules Governing the Listing of Securitieson the Shanghai Stock Exchange and the Articles of Association.3. The Board agreed that the Company would provide a revolving entrusted loanof RMB3,000 million to Duolun Coal Chemical Company under the Revolving Entrusted Loan Agreement (as defined in the circular of the Company dated 24February 2010) through Datang Finance Company, and that such loan would bearranged in separate batches according to the construction progress of theDuolun Coal Chemical Project.As at the date of this notice, CDC and its subsidiaries held a total ofapproximately 36.65% of the issued share capital of the Company and is asubstantial shareholder of the Company, whilst Datang Finance Company is asubsidiary of CDC. Datang Finance Company is therefore a connected person ofthe Company under the Listing Rules. Since CDC owns 40% of equity interest inDuolun Coal Chemical Company, Duolun Coal Chemical Company is therefore aconnected person of CDC under the Listing Rules. Accordingly, the provision ofthe entrusted loan by the Company to Duolun Coal Chemical Company throughDatang Finance Company constitutes a connected transaction of the Company. Theconnected transaction is required to be proposed to the Company's generalmeeting for consideration and approval under the requirements of the ListingRules. CDC and its associates shall abstain from voting in respect of thisresolution 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) Holders of H shares should note that, pursuant to the Articles ofAssociation, the register of members of the Company will be closed from 21March 2010 to 19 April 2010 (both dates inclusive), during which period notransfer of any H shares will be registered. Holders of H shares whose namesappear on the register of members of the Company on 21 March 2010 are entitledto attend and vote at the EGM.(2) Each of the Holders of H shares entitled to attend and vote at the EGM, isentitled to appoint one or more proxies to attend and vote on his/her behalf. Aproxy 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 suchproxy is signed by a person on behalf of the appointer pursuant to a power ofattorney or other authority, a notarised copy of that power of attorney orother authority, to the Company's H share registrar, Computershare Hong KongInvestor 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.

(5) Holders of H shares who wish to attend the EGM are required to return thenotice of attendance by hand, post, cable or fax to the Company's officeaddress on or before 29 March 2010. Completion and return of the notice ofattendance will not preclude a shareholder of the Company from attending andvoting at the EGM in person.

(6) 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: 100140Telephone: (8610) 8800 8669Fax: (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,YeYonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*,Yu Changchun*, Xia Qing* and LiHengyuan*

* Independent non-executive directors

vendor

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