Notice of AGM

Datang Intl Power Generation Co Ld
16 April 2008

                DATANG INTERNATIONAL POWER GENERATION CO., LTD.

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

                               (Stock Code: 991)



                     NOTICE OF 2007 ANNUAL GENERAL MEETING



NOTICE IS HEREBY GIVEN that the 2007 annual general meeting (the 'AGM' of Datang
International Power Generation Co., Ltd. (the 'Company' will be held at the
multi-purpose function room of 3/F, CTS (HK) Grand Metro Park Hotel, No. 338
Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China
(the 'PRC') on 30 May 2008 (Friday) at 9:00 a.m. to consider and, if thought
fit, pass the following resolutions:



A     Ordinary Resolutions:
                   
      1.     to consider and approve the 'Report of the board of directors of the Company (the 'Board')' (including     
             independent non-executive directors report on work);
                   
      2.     to consider and approve the 'Report of the supervisory committee of the Company for the year 2007';
                   
      3.     to consider and approve the 'Financial report of the Company for the year 2007';
                   
      4.     to consider and approve the 'Profit distribution plan for the year 2007' (Note 1);
                   
      5.     to consider and approve the 'Resolution on the re-appointment of PricewaterhouseCoopers Zhong Tian CPAs Co,
             Ltd. ('PwC Zhong Tian'), and PricewaterhouseCoopers Certified Public Accountants, Hong Kong ('PwC') as the 
             Company's 2008 domestic and international auditors, respectively' (Note 2);
                   
      6.     to consider and approve the 'Resolution on the Investment in the Construction of the Coal-based Natural Gas
              Project in Kesheketeng' (Note 3);
                   
      7.     to consider and approve the 'Resolution on the Provision of Guarantees for the Company's Investment and    
             Construction Projects' (Note 4);
                   
      8.     to consider and approve the 'Resolution on the Provision of Guarantee for the Loan of Jiangxi Datang       
             International Xinyu Power Generation Company Limited, the wholly-owned subsidiary of the Company' (Note 5);
                   
      9.     to consider and approve the 'Proposal to the General Meeting on Replacement of Supervisor (Note 6).
                   
B     Special Resolutions:
                   
      1.     to consider and approve the 'Proposal on the Preparation of Medium-to-short-term Debt Financing'.
                   
            The Company intends to apply for medium-to-short-term debt financing facilities of not more than RMB10      
            billion and submit the following to the general meeting for approval:
                   
             (i)  To approve, verify and ratify the Company's medium-to-short-term debt financing plan, and pursuant    
                  to which a mandate be granted to the Company to issue medium-to-short-term debt financing in a        
                  principal amount of not more than RMB10 billion and that such mandate be effective for a term of 12   
                  months effective from the date of approval by the Company's shareholders; and
                   
            (ii)  To grant a mandate to any two directors of the Company to, with reference to the market conditions and
                  the Company's needs, decide and plan the relevant matters, including but not limited to, the final    
                  issue size, term, issue method and interest rate, and to grant a mandate to any two directors of the  
                  Company to, when deemed necessary, beneficial or in the interest of the Company, sign any necessary   
                  documents or take any necessary actions regarding the effection of the plan or any additional matters 
                  related or relevant to the plan.
                   
      2.   to consider and approve the 'Proposal on Requesting the General Meeting to Grant a Mandate to the Board to   
           Issue New Shares Not More Than 20% of Each Class of Shares' (Note 7) 
                   
           The Board agreed to request the general meeting to grant the following mandates to the Board:
                   
             (1)     Proposes, subject to note (2) of this special resolution, to generally and unconditionally         
                     authorise the Board to, within 12 months from the date of approval of this special resolution at   
                     the AGM, exercise all rights of the Company to place or issue, individually or jointly, 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 note (1) of this special resolution, the Board may place or issue, individually or     
                     jointly, A shares and H shares with the respective number of A shares and H shares to be placed or 
                     issued, individually or jointly, not more than 20% of the respective number of the issued A shares 
                    and H shares of the Company at the date of passing this resolution;
                   
             (3)     Subject to note (1) and note (2) of this special resolution, the Board may, within the given       
                     limits, determine the respective number of A shares and H shares to be placed or issued,           
                     individually and jointly, and
                   
             (4)     Subject to notes (1), (2) and (3) of this special resolution and according to the actual condition 
                     of the placement or issue of new A shares and new H shares, the Board be authorised to increase the
                     registered capital of the Company and make appropriate amendments to Articles 18 and 21 to the     
                     articles of association of the Company (the 'Articles of Association').







CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS FOR THE AGM



Holders of H shares of the Company ('H Shares') should note that, pursuant to
the Articles of Association, no transfer of H Shares will be registered from 1
May (Thursday) to 30 May 2008 (Friday), both dates inclusive. Holders of H
Shares whose names are registered in the register of members at the close of
business i.e. 4:30 p.m. on 30 April 2008 are entitled to attend the AGM and vote
for the distribution of dividend for the year of 2007. In order to be entitled
to the attendance of the AGM and the payment of 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 1712-16, 17th Floor, Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on 30 April 2008.


                                                           By Order of the Board
                                                                  Zhou Gang
                                                          Secretary to the Board



Beijing, the PRC, 14 April 2008



Notes:


1.     The 2007 profit distribution plan is as follows:
             
      (1)     Contributing 10% of the statutory surplus reserve fund in an amount of approximately RMB310,036,432.6, in 
accordance with the net profit of the parent company based on the PRC GAAP;
             
      (2)     As at 31 December 2007, the Company's total number of shares was 11,734,083,473 shares (as there may be 
further conversation of the US dollar convertible bonds into H Shares for the period from 1 January 2008 to the record 
date for the Company's distribution of dividends), the Company proposed to distribute a dividend of RMB0.12 per share 
and the total amount of the proposed cash dividends to be distributed is approximately RMB1,408,090,017 (based on the 
total shares of the Company as at 31 December 2007).
             
      (3)     Under the International Accounting Standards, after the proposed distribution of cash dividends of 
RMB1,408,090,017, the remaining undistributed profit amounts to RMB39,122,559. If there is no conversion of the US 
dollars convertible bonds into H shares for the period from 1 January 2008 to the record date for the Company's 
distribution of dividends, the full amount of RMB39,122,559 will be converted to discretionary surplus reserve.
             
      (4)     Under the PRC GAAP, after the proposed distribution of cash dividends of RMB1,408,090,017, the remaining 
undistributed profit amounts to RMB99,699,925. If there is no conversion of the US dollars convertible bonds into H 
shares for the period from 1 January 2008 to the record date for the Company's distribution of dividends, an amount of 
RMB39,122,559 will be fully converted to discretionary surplus reserve, and the remaining undistributed profit would 
amount to RMB60,577,366.
             
      (5)     To distribute cash dividends and to adjust the relevant data in the Company's profit distribution 
proposal, according to the total number of actually registered shares as at the record date for the dividend 
distribution.
             
2.     The Board proposed to re-appoint the PwC Zhong Tian as the Company's domestic auditors for 2008 and to re-appoint
PwC as the Company's international auditors for 2008. It is recommended that the auditing fee of the Company for the 
year 2008 to be RMB13.831 million.
             
3.     About the 'Resolution on the Investment in the Construction of the Coal-based Natural Gas Project in 
Kesheketeng': 
             
      According to resolution of the sixth meeting of the sixth session of the Board meeting, the Company has entered 
into the 'Inner Mongolia Datang International Keqi Coal-based Gas Project Investment Cooperation Agreement' with Beijing
Gas Group Co., Ltd., China Datang Corporation ('CDC') and New Horizon Capital Advisors Limited on 11 April 2008, and 
proposed to contribute jointly to establish the Inner Mongolia Datang International Keqi Coal-based Gas Company Limited 
('Keqi Coal-based Gas Company'), for the purpose of constructing the 4 billion-cubic metres/per annum coal-based natural
gas project. The Company contributes the capital in the proportion of 51%, in an amount of RMB2.8733 billion. 
             
      As CDC holds 33.74% of the issued share capital of the Company. Accordingly, the entering into the 'Investment 
Agreement' between the Company and CDC constitutes a connected transaction and has to be submitted to the general 
meeting of the Company for consideration and approval. Under the Rules Governing the Listing of Securities on The Stock 
Exchange of Hong Kong Limited in Hong Kong ('Listing Rules'), CDC, a connected person and its associates have to abstain
from voting in respect of this resolution.
             
      For details of the 'Investment Agreement', please refer to the announcement of the Company dated 14 April 2008. 
The Company shall despatch a relevant circular in accordance with the requirements of the Listing Rules in due course.
             
4.     The Company is proposing to provide guarantees for the following investment and construction projects if needed:
             
      (1)     to provide joint-liability guarantee for the loan of the Company's subsidiary, Jiangsu Datang 
International Lusigang Power Generation Company Limited, which will be applied to the construction of four 660 MW coal-
fired generation units, with a guarantee amount of not more than RMB4 billion;
             
      (2)     to provide joint-liability guarantee for the loan of the Company's subsidiary, Chongqing Datang 
International Wulong Hydropower Development Company Limited, which will be applied to the construction of four 150 MW 
(600MW in total) hydropower generation units, with a guarantee amount of not more than RMB2.8 billion;
             
      (3)     to provide joint-liability guarantee for the loan of the Company's subsidiary, Guangdong Datang 
International Chaozhou Power Generation Company Limited, which will be applied to the construction of two 1,000 MW coal-
fired generation units, with a guarantee amount of not more than RMB3.8 billion;
             
      (4)     to provide joint-liability guarantee for the loan of the Company's subsidiary, Shanxi Datang International
Yungang Thermal Power Company Limited, which will be applied to the construction of two 300 MW thermal power generation 
units, with a guarantee amount of not more than RMB1.3 billion;
             
      (5)     to provide joint-liability guarantee for the loan of the Company's subsidiary, Sichuan Datang 
International Ganzi Hydropower Development Company Limited, which will be applied to the construction of four 650 MW 
hydropower generation units, with a guarantee amount of not more than RMB4 billion;
             
      (6)     to provide joint-liability guarantee for the loan of the Company's wholly-owned subsidiary, Inner Mongolia
Datang International Xilinhaote Mining Company Limited, which will be applied to the construction of the project of Unit
2 of the open-cut coal mine located east of Shengli Coal Mine Coal Mine, with a guarantee amount of not more than RMB2 
billion.
             
5.     The Company is proposing to provide guarantee for the loan of RMB555.1 million of Xinyu Power Generation Company 
Limited, the Company's wholly-owned subsidiary.
             
      For details, please refer to the announcement of the fourth meeting of the sixth session of the Board dated 14 
January 2008.
             
6.     Mr. Zhang Wantuo, external supervisor of the Company, has come to the retirement age and will no longer work at 
Tianjin Jinneng Investment Company ('Tianjin Jinneng'). Accordingly, Tianjin Jinneng recommended Mr. Zhang Xiaoxu, its 
current Deputy Manager (Person-in-Charge) of Finance Department, to act as a supervisor of the Company, and Mr. Zhang 
Wantuo will resign from his position as the supervisor of the Company.
             
      The profile of Mr. Zhang Xiaoxu is as follows: 
             
      Zhang Xiaoxu, aged 45, University graduate, is a senior accountant, presently Vice President of Financial 
Department of (Person-in Charge) Tianjin Jinneng. Mr. Zhang began his career with First Construction Company of Fushun 
City, Liaoning Province in 1982, and had been successively Chief Accountant of Liaoning Power Plant, and Head of 
Finance, Deputy Chief Accountant and Chief Accountant at Liaoning Nenggang Power Generation Co., Ltd.. From September 
2005 to November 2007, Mr. Zhang was the Financial Controller of Tianjin SDIC-Jinneng Power Generation Co., Ltd.. He has
been the Deputy Manager of Financial Department (Person-in-Charge) of Tianjin Jinneng since November 2007.
             
      The term of the proposed appointment of Mr. Zhang will be from the date of passing this resolution to 30 June 
2010. If elected, Mr. Zhang will not be entitled to any fee of acting as the supervisor of the Company. As at the date 
of this notice, Mr. Zhang 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. Zhang does not hold any directorships in any public listed companies in the past
three years and are not connected with any directors, senior management or substantial or controlling shareholders (as 
defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the 
proposed appointment of Mr. Zhang as the supervisor of the Company 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.
             
7.     The general mandate referred to in special resolution numbered (2) shall be exercised within the Relevant Period.
             
      'Relevant Period' means the period from the passing of this special resolution until the earlier of:
             
      (i)     the conclusion of the next annual general meeting of the Company;
             
      (ii)     the expiration of the 12 months period following the passing of this special resolution; and
             
      (iii)     the revocation or variation of the authority given to the Board under this special resolution by a 
resolution of the Company's shareholders in general meetings.
             
8.     Others Matters
             
      (1)     Holders of H Shares are reminded that pursuant to the Articles of Association, the register of members of 
the Company will be closed from 1 May to 30 May 2008 (both dates inclusive). Shareholders whose names appear on the 
register of members of the Company at the close of business, i.e. 4:30 p.m. on 30 April 2008 are entitled to attend and 
vote at the AGM.
             
      (2)     Every 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.
             
      (3)     If shareholder has appointed more than one proxy to attend the AGM, 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 such proxy 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 of 46/F, 
Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the time scheduled for 
holding the AGM.
             
      (5)     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 registered address on or before 9 May 2008. Completion and return of the proxy form 
and notice of attendance will not preclude a shareholder of the Company from attending and voting at the AGM in person.
             
      (6)     The AGM is expected to last for half day. Shareholders attending the AGM shall be responsible for their 
own travel and accommodation expenses.


       The Company's registered address:
       Office of President
       Datang International Power Generation Co., Ltd.
       8/F., No. 482 Guanganmennei Avenue
       Xuanwu District
       Beijing, the PRC
       Postcode: 100053
       Telephone: [phone] Fax: [phone]



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



Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Yu Changchun*, Liu
Chaoan* and Xia Qing*



* Independent non-executive directors




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