Datang Intnl Pwr Gen — Proxy Solicitation & Information Statement 2011

Nov 11, 2011

大唐国际发电股份有限公司 DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991)

Revised Proxy Form for Use at the 2011 Fourth Extraordinary General Meeting

The number of shares which this proxy form relates (Note 1)

I/We (Note 2) of being the registered holder(s) of _________________ H shares (Note 3) in Datang International Power Generation Co., Ltd. (the “Company”) HEREBY APPOINT the Chairman of the Meeting, or (Note 4) as my/our proxy(ies) to attend the 2011 fourth extraordinary general meeting of the Company (the “EGM”) to be held at the meeting room no. 1608, head office of the Company, No. 9 Guangningbo Street, Xicheng District, the People’s Republic of China on 6 December 2011 (Tuesday) at 9:00 a.m. or at any adjournment thereof and to vote at such meeting or any adjournment thereof as hereunder indicated in respect of the resolutions as listed in the Notice of EGM and the Supplemental Notice of the EGM or, if no such indication is given, as my/our proxy(ies) thinks fit.

Ordinary Resolutions	For (Note 5)	Against (Note 5)
1. To consider and approve the “Resolution on the Provision of an Entrusted Loan to Datang Inner Mongolia Duolun Coal Chemical Company Limited (including the Framework Entrusted Loan Agreement)”.
2. To consider and approve the “Resolution on the Capital Contribution to 49% Equity Interests in Datang Fuel Company by Group Fuel Company”.
3. To consider and approve the “Resolution on the Provisions of Guarantees for the Financing of Wangtan Power Generation Company, Jinkang Electricity Company and Ningde Power Generation Company”.
(1) To consider and approve the provision of guarantee for the financing of Wangtan Power Generation Company.
(2) To consider and approve the provision of guarantee for the financing of Jinkang Electricity Company.
(3) To consider and approve the provision of guarantee for the financing of Ningde Power Generation Company.
4. To consider and approve the “Resolution on the Adjustment of Supervisor Representing Shareholders of Datang International Power Generation Co., Ltd.”.
(1) To consider and approve the appointment of Mr. Zhou Xinnong as supervisor representing shareholders of the Company.
(2) To consider and approve that Mr. Fu Guojiang would no longer assume the office of supervisor representing shareholders of the Company.
Special Resolutions
5. To consider and approve the “Resolution on the Issuance of RMB10 Billion Super Short-Term Debentures”.
6. To consider and approve the “Resolution on the Non-public Directed Issuance of RMB10 Billion Debt Financing Instruments”.

Date: _________________ 2011 Signature (Note 6): _________________

Notes:

1. Please insert the number of shares in the Company registered in your name(s) and to which this revised proxy form relates. If no such number is inserted, this revised proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
2. Please insert full name(s) and address(es) (as shown in the register of members of the Company) in block capitals.
3. Please insert the number of all the shares in the Company registered in your name(s) and delete if inappropriate.
4. If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meetings, or” and insert the name of the proxy desired in the space provided. Each shareholder is entitled to appoint one or more proxy(ies) to attend and vote at the meeting. A proxy needs not be a shareholder of the Company. Any alteration made to this revised proxy form must be signed by the person who signs it.
5. Important: if you wish to vote for any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. Failure to tick either box will entitle your proxy to cast your vote at his discretion.
6. This revised proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under its common seal or under the hand of an officer or attorney duly authorised in that regard.
7. Holder of H shares must deliver this revised 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 at 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong. Fax: (852) 2885 0990 or (852) 2529 6087.
8. Unless otherwise indicated in the context in this revised proxy form, terms defined in this revised proxy form shall have the same meanings as defined in the Notice of 2011 Fourth EGM dated 13 October 2011 and the Supplemental Notice of 2011 Fourth EGM dated 11 November 2011.