Datang Intnl Pwr Gen — Proxy Solicitation & Information Statement 2015

Oct 13, 2015

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(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 2015 Third 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 domestic shares/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 2015 third extraordinary general meeting (the “EGM”) 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 29 October 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 Notice and the Supplemental Notice of 2015 Third Extraordinary General Meeting, 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 Entering into the Leasing and Factoring Business Cooperation Agreement with Shanghai Datang Financial Lease Co., Ltd.”
2.	To consider and approve the “Resolution on the Provision of Guarantees for Financial Leases of Certain Subsidiaries”	––	––
	(1) The Provision of Guarantee for Financial Lease of Zhejiang Datang International Jiangshan Xincheng Thermal Power Company Limited
	(2) The Provision of Guarantee for Financial Lease of Yunnan Datang International Honghe Electric Power Generation Company Limited
	(3) The Provision of Guarantee for Financial Lease of Yunnan Datang International Wenshan Hydropower Development Company Limited
	(4) The Provision of Guarantee for Financial Lease of Yunnan Datang International Mengyejiang Hydropower Development Company Limited
	(5) The Provision of Guarantee for Financial Lease of Yunnan Datang International Nalan Hydropower Development Company Limited
	(6) The Provision of Guarantee for Financial Lease of Ningxia Datang International Qingtongxia Wind Power Company Limited
3.	To consider and approve the “Proposal of the Adjustments in Directors of the Company”
4.	To consider and approve the “Resolution on Adjustments in Relevant Undertakings by the Controlling Shareholder of the Company”

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) 2865 0990 or (852) 2529 6087, in not less than 24 hours before the time scheduled for holding the EGM.

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 2015 Third Extraordinary General Meeting dated 12 September 2015 and the Supplemental Notice of 2015 Third Extraordinary General Meeting dated 13 October 2015.