Notice of 2015 Fourth Extraordinary General Mee...

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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 2015 FOURTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 fourth extraordinary general meeting (the "EGM")  of Datang International Power Generation Co., Ltd. (the "Company" or "Datang International") will be held at Summer Room of 2/F, The Westin Beijing Financial Street, No. 9B Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 22 December 2015 (Tuesday) at 9:30 a.m. to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the "Resolution on Implementation of Transfer of Desulfurisation Assets and/or Denitrification Assets by Some Power Plants of the Company" (Note 1)

2. To consider and approve the "Resolution on the Absorption and Merger of Three Wholly-owned Subsidiaries of the Company by the Company" (Note 2)

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 23 November 2015 to 22 December 2015 (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 23 November 2015 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 20 November 2015.

By Order of the Board
Ying Xuejun
Acting Company Secretary

Beijing, the PRC, 5 November 2015

Notes:

1. Some controlled subsidiaries of the Company entered into the Asset Transfer Agreements with relevant project  based branches and subsidiaries of Datang Environment Industry Group Co., Ltd. ("Datang Environment Industry Company"), a controlled subsidiary of China Datang Corporation ("CDC") on 30 October 2015. Pursuant to such agreements, some controlled subsidiaries of the Company transferred the desulfurisation assets or denitrification assets to Datang Environment Industry Company, a franchising company engaging in desulfurisation or denitrification business, at an aggregate consideration of approximately RMB757.5120 million.

The above transfer of assets constitutes connected transactions of the Company, CDC and its associates shall abstain from voting for such resolution.

For details of the above transfer of assets, please refer to the relevant announcement of the Company dated 2 November 2015 and the circular to be despatched to Shareholders.

2.  In order to optimise the Company's management structure and improve operating efficiency, the Company will absorb and merge Chengdu Qingjiangyuan Energy Company Limited ("Qingjiangyuan Company"), Chengdu Liguo Energy Company Limited ("Liguo Energy Company")  and  Chengdu  Zhongfu  Energy  Company  Limited  ("Zhongfu  Energy  Company"), all being wholly-owned subsidiaries of the Company. After completion of the absorption and merger, the Company will maintain its operation and the registrations of Qingjiangyuan Company, Liguo Energy Company and Zhongfu Energy Company as independent legal persons will be cancelled.

For details of the above absorption and merger, please refer to the relevant announcement of the Company dated 29 October 2015.

3.  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 1 December 2015. 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. Shareholders and their proxies attending the EGM 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, Liang Yongpan, Ying Xuejun, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Jiang Guohua*, Feng Genfu*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*

*    Independent non-executive directors