Notice of 2013 Annual General Meeting

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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 ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the 2013 annual general meeting (the "AGM") of Datang International Power Generation 
Co., Ltd. (the "Company" or "Datang International") will be held at the meeting room of 5/F, InterContinental 
Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 12 June 
2014 (Thursday) at 9:00 a.m. to consider and, if thought fit, pass the following resolutions:


                                            ORDINARY RESOLUTIONS


1.   to consider and approve the "Report of the Board of Directors (the "Board") for the Year 2013" (including 
     Independent Directors' Report on Work)

2.   to consider and approve the "Report of the Supervisory Committee for the Year 2013"

3.   to consider and approve the "Proposal of Final Accounts for the Year 2013"

4.   to consider and approve the "Profit Distribution Proposal for the Year 2013" (Note 1)

5.   to  consider and approve the "Resolution on the appointment of Ruihua China CPAs (Special 
     Ordinary Partnership) and RSM Nelson Wheeler" (Note 2)

6.   to consider and approve the "Resolution on the Provision of Guarantee for the Financing of Datang Inner 
     Mongolia Duolun Coal Chemical Company Limited" (Note 3)

7.   to consider and approve the "Resolution on Certain Continuing Connected Transactions of the Company for 
     2014" (Note 4)


                                             SPECIAL RESOLUTION


8.   to consider and approve the "Proposal on Proposing to the 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)
 

                               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 14 May 
2014 (Wednesday) to 12 June 2014 (Thursday) (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 14 May 2014 (Wednesday) are entitled to attend and vote at the AGM. In order to be entitled to 
the attendance of the AGM, 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 13 May 2014 (Wednesday).

If the above ordinary resolution numbered 4 regarding "Profit Distribution Proposal for the Year 2013" is 
approved by shareholders at the AGM and in order to confirm shareholders' entitlement to the final dividend, the 
register of members of the Company will be closed from 19 June 2014 (Thursday) to 25 June 2014 (Wednesday) (both 
dates inclusive) and 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 25 June 2014 (Wednesday) are entitled to the 
distribution of final dividend for the year 2013. To ensure the eligibility of receiving the proposed final 
dividend, 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 18 June 2014 (Wednesday).



                                                                                      By Order of the Board
                                                                                            Zhou Gang
                                                                                      Secretary to the Board


Beijing, the PRC 25 April 2014

Notes:

1.   As audited by Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler, net profit 
     attributable to the equity holders of the Company for the financial year ended 31 December 2013 under PRC 
     Accounting Standards for Business Enterprises and International Financial Reporting Standards amounted to
     approximately RMB3,526,890,000 and RMB3,528,780,000, 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 RMB322,170,000 for the year 2013.

     The Company's profit distribution proposal for the year 2013 is as follows:

     Based on the Company's total share capital (as at 31 December 2013, the Company's total share capital was 
     13,310,037,578 shares), the Company proposes to distribute a dividend of RMB0.12 per share (tax included) 
     to all shareholders and the total amount of the dividends to be distributed is approximately 
     RMB1,597,200,000.

2.   The Board of the Company proposes to re-appoint Ruihua China CPAs (Special Ordinary Partnership) and RSM 
     Nelson Wheeler as certified public accountants for carrying out the domestic and overseas auditing work of 
     the Company for the year 2014. The appointment term is one year with the audit fee amounting to 
     approximately RMB15,240,000.
 
3.   Datang Energy and Chemical Company Limited ("Energy and Chemical Company"), a wholly-owned subsidiary of 
     the Company, proposed to provide joint liability guarantee, in proportion to its equity holding (60%), to 
     Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company", its controlling 
     subsidiary), for its financing (RMB1 billion) based on its actual needs. The guarantee amount shall be 
     RMB600 million and shall be used for the replacement of due loans and the replenishment of liquid capital.

     For details of the abovementioned provisions of guarantee, please refer to the announcement of the Company 
     dated 24 April 2014.

4.   (1)   Keqi Coal-based Gas Company and Energy and Chemical Marketing Company entered into The Framework 
           Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi)

           a.   The Framework Agreement of Sale of Natural Gas entered into between Inner Mongolia Datang 
                International Keshiketeng Coal-based Gas Company Limited ("Keqi Coal-based Gas Company"), the 
                Company's subsidiary, and Datang Energy and Chemical Marketing Company Limited ("Energy and 
                Chemical Marketing Company"), the Company's wholly-owned subsidiary. The agreement is effective 
                from 18 December 2013 to 31 December 2014. During the term of the agreement, Keqi Coal-based Gas 
                Company agreed to sell coal-based natural gas to Energy and Chemical Marketing Company with a 
                maximum annual transaction amount of approximately RMB4.029 billion;

           b.   The Sale and Purchase Contract of Chemical Products (Keqi) entered into between Keqi Coal-based 
                Gas Company and Energy and Chemical Marketing Company. The agreement is effective from 18 
                December 2013 to 31 December 2014. During the term of the agreement, Keqi Coal-based Gas Company 
                agreed to sell chemical products to Energy and Chemical Marketing Company with a maximum annual 
                transaction amount of approximately RMB623 million;

     (2)   The Sale and Purchase Contract of Chemical Products (Duolun) entered into between Duolun Coal Chemical
           Co., Ltd. and Energy and Chemical Marketing Company. The contract is for a term effective from 1 
           January 2014 to 31 December 2014. During the term of the agreement, Duolun Coal Chemical Co., Ltd. 
           agreed to sell chemical products to Energy and Chemical Marketing Company with a maximum annual 
           transaction amount of approximately RMB3.63 billion;

     For the details of the transactions, please refer to the continuing connected transactions announcement of 
     the Company dated 25 April 2014 and the circular to be dispatched to the shareholders.

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 this resolution 
           at the Company's shareholders' general meeting, exercise all rights of the Company to 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;

     (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 issuance 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 22 May 2014. 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.



The Company's office address: No. 9 Guangningbo Street, Xicheng District,
Beijing, the PRC Postcode: 100033
Telephone: [phone] or (8610) 8800 8682
Fax: [phone]


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

Chen Jinhang, Hu Shengmu, Wu Jing, 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