Notice of 2014 Annual General Meeting

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 2014 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2014 annual general meeting (the "AGM") 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 25 June 2015 (Thursday) at 9:30 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 2014" (including Independent Directors' Report on Work) 2. to consider and approve the "Report of the Supervisory Committee for the Year 2014" 3. to consider and approve the "Proposal of Final Accounts for the Year 2014" 4. to consider and approve the "Profit Distribution Proposal for the Year 2014" (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 Change of Shareholders' Representative Supervisor " (Note 3) SPECIAL RESOLUTION 7. 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 4) 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 27 May 2015 (Wednesday) to 25 June 2015 (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 27 May 2015 (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 26 May 2015 (Tuesday). If the above ordinary resolution numbered 4 regarding "Profit Distribution Proposal for the Year 2014" 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 3 July 2015 (Friday) to 9 July 2015 (Thursday) (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 9 July 2015 (Thursday) are entitled to the distribution of final dividend for the year 2014. 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 2 July 2015 (Thursday). By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC 7 May 2015 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 2014 under PRC Accounting Standards for Business Enterprises and International Financial Reporting Standards amounted to approximately RMB1,798,360,000 and RMB1,767,420,000, 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 RMB349,350,000 for the year 2014. The Company's profit distribution proposal for the year 2014 is as follows: Based on the Company's total share capital (as at 31 December 2014, the Company's total share capital was 13,310,037,578 shares), the Company proposes to distribute a dividend of RMB0.13 per share (tax included) to all shareholders and the total amount of the dividends to be distributed is approximately RMB1,730,300,000. 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, respectively, for the year 2015. The appointment term is one year with the audit fee amounting to approximately RMB15,770,000. 3. The replacement of Mr. Li Baoqing by Mr. Liu Chuandong as the Shareholders' Representative Supervisor of the Company was proposed to be tabled to the AGM for Shareholders' consideration and approval. The biography details of Mr. Liu Chuandong is as follows: Liu Chuandong, aged 52, post-graduate, is a senior accountant. Mr. Liu started to work at Shandong Jining Power Plant in July 1981 and has successively served as Deputy Chief Accountant and Head of the Finance Division of Shandong Jining Power Plant, Head of the Accounting Division under the Finance Department and Deputy Director of the Finance Department of Shandong Power Industry Bureau, Chief Accountant of Jinan Yingda International Trust and Investment Corporation, Chief Accountant of Shandong Power Generation Company, Deputy Chief Accountant of the Shandong Branch Company of Huaneng Power International, Inc., Deputy Director of the Fund Settlement Management Center of CPI Group, Deputy General Manager of CPI Financial Co., Ltd., Deputy Head of Finance and Asset Management Department of CPI Group, General Manager and Deputy Party Committee Secretary of CPI Financial Co., Ltd., Director of Fund Settlement Management Center of CPI Group, General Manager and Party Committee Secretary of China Datang Finance Company Limited and Party Committee Secretary of CDC Capital Holding Company. He took up the position of Director of the Financial Management Department of China Datang Corporation as well as Party Committee Secretary of CDC Capital Holding Company since May 2014. Mr. Liu has long been engaged in corporate finance as well as operation and management of power generation enterprises and has extensive experience in finance and management of power generation enterprises. The term of office of Mr. Liu, if elected, will commence on the date of approval by the shareholders at the AGM to the expiration of the term of the eighth session of the Board (i.e. 30 June 2016). As at the date of this notice, Mr. Liu does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He has not been subjected to any public sanctions by statutory or regulatory authority. Save as disclosed above, Mr. Liu has not held any directorships in any public listed companies in the past three years and has no relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Save as disclosed above, there are no other matters concerning the appointment of Mr. Liu that need to be brought to the attention of the shareholders and the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. 4. The Board agreed to propose to the general meeting 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". 5. 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 27 May 2015. 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: (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, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu* * Independent non-executive Directors
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