Notice of 2013 Second Extraordinary General Mee...

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 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 SECOND EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2013 second extraordinary general meeting (the "EGM") of Datang International Power Generation Co., Ltd. (the "Company" or "Datang International") will be held at Summer Room, 2/F, The Westin Beijing Financial Street, 9B Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 23 August 2013 (Friday) at 9:00 a.m. to consider and, if thought fit, pass the following resolution: ORDINARY RESOLUTION 1. to consider and approve the "Resolution on the Provision of Guarantees for the Financing of Certain Companies in which Datang International Holds Controlling Equity Interests" (Note 1); 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 25 July 2013 to 23 August 2013 (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 25 July 2013 are entitled to attend and vote at the EGM. In order to be entitled to the attendance of the EGM, 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 24 July 2013. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC 9 July 2013 Notes: 1. The Company proposed to provide guarantees for the financing of the following controlled subsidiaries of the Company: (1) The Company proposed to provide a guarantee to Shenzhen Datang Baochang Gas Power Generation Company Limited ("Baochang Gas Power"), a controlled subsidiary of the Company, covering the full amount of Baochang Gas Power's financing according to its actual needs. The guarantee amount shall not exceed RMB1.5 billion and shall be used for the replacement of due loans and the replenishment of working capital; (2) The Company proposed to provide a guarantee to Inner Mongolia Datang International Hothot Thermal Power Generation Company Limited ("HTPG"), a controlled subsidiary of the Company, covering the full amount of HTPG's financing according to its actual needs. The guarantee amount shall not exceed RMB500 million and shall be used for the replacement of due loans. 2. 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 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 EGM. (4) Holders of H shares who wish to attend the EGM are required to return the notice of attendance by hand, post, cable or fax to the Company's office address on or before 2 August 2013. Completion and return of the notice of attendance will not preclude a shareholder of the Company from attending and voting at the EGM in person. (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. The Company's office address: No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC Postcode: 100033 Telephone: (8610) 8800 8669 or (8610) 8800 8682 Fax: (8610) 8800 8672 As at the date of this notice, the directors of the Company are: Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Cao Xin, Cai Shuwen, Li Gengsheng, Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive director
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