Datang Intnl Pwr Gen — Proxy Solicitation & Information Statement 2017

Feb 9, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

This notice is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Datang International Power Generation Co., Ltd..

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)

SUPPLEMENTAL NOTICE OF 2017 FIRST A-SHARE CLASS MEETING

REFERENCE IS MADE TO (i) the announcement of Datang International Power Generation Co., Ltd. (the "Company") dated 28 November 2016 in respect of, among other things, the A-Share Issuance, the H-Share Issuance, the Subscription Agreements and the transactions contemplated thereunder, the Specific Mandates and the Whitewash Waiver (the "Whitewash Announcement"); (ii) the notice of the 2017 First A-Share Class Meeting (the "A-Share Class Meeting") of the Company dated 9 December 2016; (iii) the clarification announcement of the Company dated 22 December 2016 in respect of closure of the H-Share register of members of the Company (the "Clarification Announcement"); (iv) the announcement of the Company dated 6 January 2017 in respect of, among other matters, the postponement of the EGM and the Class Meetings (the "Whitewash Supplemental Announcement"); (v) the clarification announcement of the Company dated 11 January 2017 in respect of the postponement of the EGM and Class Meetings (the "Second Clarification Announcement"); and (vi) the announcement of the Company dated 23 January 2017 in relation to the postponement of EGM and Class Meetings (the "Postponement Announcement").

Unless otherwise defined herein, capitalised terms used in this supplemental notice shall have the same meaning as those defined in the Whitewash Announcement or the Whitewash Supplemental Announcement or the Clarification Announcement.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that, for the reasons set out in the Whitewash Supplemental Announcement and the Postponement Announcement, the A-Share Class Meeting will be held at 1608 Conference Room of the Company,

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No. 9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") at 10:30 a.m. on 24 February 2017 (Friday) to consider and, if thought fit, pass the following resolutions:

SPECIAL RESOLUTIONS

I. To consider and approve the “Resolution on the Plan of Non-public Issuance of A-Shares and Non-public Issuance of H-Shares by the Company (Revised)” (Note 1)

(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-public issuance of H-shares (xi) The effective period for the resolution on the non-public issuance

II. To consider and approve the “Resolution on the Proposal for Non-public Issuance of A-Shares of the Company (Second Revision)” (Note 1)

III. To consider and approve the “Resolution on the Execution of the Conditional Subscription Agreements for the Non-public Issuance of Shares Between the Company and Specific Targets and Connected Transactions Involved in the Issuance” (Note 2)

IV. To consider and approve the “Resolution on the Feasibility Analysis Report on the Use of Proceeds from the Non-public Issuance of A-Shares of the Company for Investment in Projects” (Note 3)

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V. To consider and approve the “Resolution on the Dilution of Immediate Return and Remedial Measures on Non-public Issuance of Shares and Undertakings of Controlling Shareholders, Directors and Senior Management on Remedial Measures (Revised)” (Note 4)

VI. To consider and approve the “Resolution on Proposing to the General Meeting of the Company to 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 their Discretion” (Note 5)

By Order of the Board Ying Xuejun Company Secretary

Beijing, the PRC, 9 February 2017

As at the date of the notice, the Board comprises (a) two executive Directors, namely Wang Xin and Ying Xuejun; (b) eight non-executive Directors, namely Chen Jinhang, Liu Chuandong, Liang Yongpan, Zhu Shaowen, Cao Xin, Zhao Xianguo, Liu Haixia and Guan Tiangang (Mdm.); and (c) five independent non-executive Directors, namely Feng Genfu, Luo Zhongwei, Liu Huangsong, Jiang Fuxiu and Liu Jizhen.

The Directors jointly and severally accept full responsibility for the accuracy of the information (other than those relating to CDC or parties acting in concert with it) contained in this notice and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this notice have been arrived at after due and careful consideration and there are no other facts not contained in this notice the omission of which would make any statements in this notice misleading.

As at the date of the notice, the directors of CDC comprise Chen Jinhang, Chen Feihu, Sun Hanhong, Sun Xinguo, Chen Qiliang, Xia Donglin and Wang Wanchun.

The directors of CDC jointly and severally accept full responsibility for the accuracy of the information contained in this notice relating to CDC or parties acting in concert with it, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this notice have been arrived at after due and careful consideration and there are no other facts not contained in this notice the omission of which would make any statements in this notice misleading.

Notes:

1. For the full text of the “Proposal for Non-public Issuance of A-Shares (Second Revision)” (the “Proposal (Second Revision)”) mentioned in the resolution numbered II in this notice, please refer to the overseas regulatory announcement of the Company dated 9 February 2017 headed the “Proposal for Non-public Issuance of A-Shares (Second Revision)”. The major details of the resolution numbered I in this notice are set out in the Proposal (Second Revision) and the overseas regulatory announcements of the Company dated 28 November 2016 and 6 January 2017 headed “Resolutions of the Board of Directors”.

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1. On 28 November 2016 (after trading hours), the Company entered into the A-Share Subscription Agreement with CDC. The Company has conditionally agreed to allot and issue and CDC has conditionally agreed to subscribe in cash for 2,794,943,820 A-Share Subscription Shares at the A-Share Issue Price of RMB3.56 per A-Share Subscription Share (subject to adjustments), raising gross proceeds of approximately RMB9,950 million.

Immediately after the entering into of the A-Share Subscription Agreement, the Company entered into the H-Share Subscription Agreement with China Datang Overseas (Hong Kong) Co., Limited (“CDOHKC”). The Company has conditionally agreed to allot and issue and CDOHKC has conditionally agreed to subscribe in cash for 2,794,943,820 H-Share Subscription Shares at the H-Share Issue Price of HK$2.12 per H-Share Subscription Share (subject to adjustments), raising gross proceeds of approximately HK$5,925 million.

On 6 January 2017 (after trading hours), the Company, CDC and CDOHKC entered into the amendment agreement of H-Share Subscription Agreement to provide that CDC or its nominated wholly owned subsidiary shall substitute CDOHKC as the subscriber to the H-Share Subscription Shares; following that the Company and CDC amended the A Share Subscription Agreement correspondingly for the abovementioned changes, and entered into an A Share Subscription Supplemental Agreement.

For the major details of the execution of the conditional subscription agreements (including the A-Share Subscription Agreement, the H-Share Subscription Agreement, the H-Share Subscription Amendment Agreement and the A-Share Subscription Supplemental Agreement) for the non-public issuance of shares between the Company and specific targets and the connected transactions involved in the non-public issuance mentioned above, please refer to the Whitewash Announcement and the Whitewash Supplemental Announcement.

1. The major details of the resolution numbered IV in this notice are set out in the overseas regulatory announcement of the Company dated 28 November 2016 headed “Feasibility Analysis Report on the Use of Proceeds from the Non-public Issuance of A-Shares of the Company”.

2. The major details of the resolution numbered V in this notice are set out in the overseas regulatory announcement of the Company dated 9 February 2017 headed “The Risk Alert and Remedial Measures for Dilution of Immediate Return on Non-public Issuance of Shares (Revised)”.

3. Pursuant to the relevant laws, regulations as well as provisions under the Articles of Association, it is agreed to propose the general meeting to authorize the Board to handle all the matters in relation to the non-public issuance at its discretion, subject to relevant laws and regulations and the resolution of the general meeting of the Company. For details, please refer to the overseas regulatory announcement of the Company dated 28 November 2016 headed “Resolution of the Board of Directors”.

4. For details of the resolutions numbered I to VI in this notice, reference can also be made to the Whitewash Circular to be despatched by the Company to the Shareholders on 9 February 2017.

5. Other Matters

(1) Holders of A-Shares who wish to attend the A-Share Class Meeting are required to return the revised notice of attendance by hand, post, cable or fax to the Company’s office address on or before 3 February 2017. Completion and return of the revised notice of attendance will not preclude A-Shareholder of the Company from attending and voting at the A-Share Class Meeting in person.

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(2) Based on the calculation of written replies by Holders of A-Shares received 20 days prior to the convening of the A-Share Class Meeting, if the number of A-Shares held by Holders of A-Shares who intend to attend the A-Share Class Meeting does not exceed half of the total number of A-shares with voting rights at the A-Share Class Meeting, the Company will, within five days, inform the Shareholders again of the matters to be considered, date and venue of the meeting by way of announcement. The Company can convene the A-Share Class Meeting after noticed by such announcement.

(3) The A-Share Class Meeting (onsite meeting) is expected to last for half hour. Shareholders and their proxies attending the A-Share Class Meeting shall be responsible for their own travel and accommodation expenses.

(4) The Company’s office address:

No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC Postcode: 100033 Telephone: (8610) 8800 8669 or (8610) 8800 8682 Fax: (8610) 8800 8672

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