Datang Intnl Pwr Gen — Proxy Solicitation & Information Statement 2012

Jul 5, 2012

==> picture [407 x 48] intentionally omitted <==

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

(Stock Code: 00991)

Proxy Form for Use at the 2012 First Extraordinary General Meeting

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

I/We_(Note 2)_ofbeing the registered holder(s) of
		domestic shares/H shares_(Note 3)_

in Datang International Power Generation Co., Ltd. (the “Company”) HEREBY APPOINT the Chairman of the Meetings, or

(Note 4) as my/our proxy(ies) to attend and act for me/us at the 2012 first extraordinary

general meeting of the Company to be held at the meeting room of 5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People’s Republic of China (the “PRC”) on 20 August 2012 (Monday) 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 Extraordinary General Meeting 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 Guarantees for theFinancing of Pengshui Hydropower Development Co., Ltd and Xinyu PowerGeneration Co., Ltd”	— —	— —
	(1) to consider and approve the provision of guarantee to Pengshui HydropowerDevelopment Co., Ltd
	(2) to consider and approve the provision of guarantee to Xinyu Power GenerationCo., Ltd
2.	to consider and approve the “Resolution on the Replacement of Directors of theCompany”	— —	— —
	(1) to consider and approve the appointment of Mr. Mi Dabin as a Director of theseventh session of the Board of the Company
	(2) to consider and approve the discontinuance of office of Mr. Su Tiegang as aDirector of the seventh session of the Board of the Company
3.	to consider and approve the “Resolution on the Provision of Entrusted Loan toDatang Inner Mongolia Duolun Coal Chemical Company Limited (includingEntrusted Loan Framework Agreement)”

Date:

2012

Signature (Note 6) :

Notes:

1. Please insert the number of shares in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this 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 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 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. To be valid, holder of H shares of the Company must deliver this 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 Rooms 1806-1807, 18/F, 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 proxy form, capitalized terms defined in this proxy form shall have the same meanings as defined in the Notice of 2012 Extraordinary General Meeting dated 5 July 2012.