Datang Intnl Pwr Gen — Proxy Solicitation & Information Statement 2015

Jun 3, 2015

==> picture [51 x 53] intentionally omitted <==

==> picture [336 x 37] intentionally omitted <==

(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 2014 Annual 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” or “Datang International”) HEREBY APPOINT the Chairman of the Meetings, or (Note 4) as my/our proxy(ies) to attend and

act for me/us at the 2014 annual general meeting (“the “AGM”) of the Company to 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 25 June 2015 (Thursday) at 9:30 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 AGM Notice 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 “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”
5.	To consider and approve the “Resolution on the Appointment of Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler”
6.	To consider and approve the “Resolution on the Change of Shareholders’ Representative Supervisor ”
	(1) To approve the appointment of Mr. Liu Chuandong as the Shareholders’ Representative Supervisor
	(2) To approve the cessation of Mr. Li Baoqing as the Shareholders’ Representative Supervisor
7.	To consider and approve the “Resolution on the Provision of Guarantee for the Financial Leasing of Datang Inner Mongolia Duolun Coal Chemical Company Limited”
	SPECIAL RESOLUTION
8.	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”

Date:

2015

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. To be valid, Holder of H shares of the Company 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 Centre, 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, capitalised terms defined in this revised proxy form shall have the same meanings as defined in the Notice of 2014 Annual General Meeting dated 7 May 2015 and the Supplemental Notice of 2014 Annual General Meeting dated 3 June 2015.