Datang Intnl Pwr Gen — Proxy Solicitation & Information Statement 2016

Dec 9, 2016

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

(Stock Code: 00991)

Proxy Form for Use at the 2017 First 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 ” or “ Datang International ”) HEREBY APPOINT the Chairman of the Meeting, or (Note 4) as my/our proxy(ies) to attend for me/us at the 2017 first extraordinary general meeting (the “ EGM ”) of the Company to be held at 1608 Conference Room of Datang International Power Generation Co., Ltd., No. 9 Guangningbo Street, Xicheng District, Beijing, the People’s Republic of China (the “ PRC ”) at 9:30 a.m. on 23 January 2017 (Monday) or at any adjournment thereof and to vote on my/our behalf at such meeting or any adjournment thereof as hereunder indicated in respect of the resolutions as listed in the Notice of the EGM, if no such indication is given, as my/our proxy(ies) thinks fit.

	SPECIAL RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)
1.	To consider and approve the “Resolution on the Fulfilments to the Conditions for Non-public Issuance of A-Shares by the Company”
2.	To consider and approve the “Resolution for the Plan of Non-public Issuance of A-Sharesand Non-public Issuance of H-Shares by the Company”	–	–
	(i)Type of shares to be issued and par value
	(ii)Method of issue
	(iii)Target subscribers
	(iv)Subscription method
	(v)Issue price and principle of pricing
	(vi)Number of shares to be issued
	(vii)Lock-up period and listing arrangement
	(viii)Use of proceeds
	(ix)Arrangement for the accumulated profits prior to the non-public issuance
	(x)The relationship between the Non-public Issuance of A-Shares and the non-publicissuance of H-Shares
	(xi)The effective period for the resolution on the Non-public Issuance
3.	To consider and approve the “Resolution on Proposal for Non-public Issuance of A-Sharesof the Company”
4.	To consider and approve “Resolution on Execution of the Conditional SubscriptionAgreement for the Non-public Issuance of Shares between the Company and SpecificTarget and Connected Transactions Involved in the Issuance” i.e., the A-Share SubscriptionAgreement, the H-Share Subscription Agreement and the transactions contemplatedthereunder

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)
5.	To consider and approve the “Resolution on Feasibility Analysis Report on the Use ofProceeds from the Non-public Issuance of A-Shares of the Company for the Investment inProjects”
6.	To consider and approve the “Resolution on the Report on the Use of Proceeds from thePrevious Fund Raising Activity by the Company”
7.	To consider and approve the “Resolution on Dilution of Immediate Return and RemedialMeasures on Non-public Issuance of Shares and Undertakings of Controlling Shareholders,Directors and Senior Management on Remedial Measures”
8.	To consider and approve the “Resolution on Waiver of Obligation to Make General Offer byChina Datang Corporation for Issuance”
9.	To consider and approve the “Resolution on the Company’s Dividend Distribution Policyand Three-year Plan for Shareholders’ Return (2016–2018)”
10.	To consider and approve the “Resolution on Proposing the General Meeting of the Companyto Authorize the Board and Relevant Directors to Handle All Matters in Relation to the Non-public Issuance of A-Shares and the Non-public Issuance of H-Shares at Its Discretion”
ORDINARY RESOLUTION		FOR(Note 5)	AGAINST(Note 5)
11.	To consider and approve “Resolution on Application for Whitewash Waiver by ChinaDatang Corporation and Issuance of Documents on Whitewash Waiver by DatangInternational Power Generation Co., Ltd.”

Date:

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 shares in the Company registered in your name(s) and delete if inappropriate.

4. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting, 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 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 proxy from, capitalised terms defined in this proxy form shall have the same meanings as defined in the Notice of 2017 First Extraordinary General Meeting of the Company dated 9 December 2016.