Datang Intnl Pwr Gen — Proxy Solicitation & Information Statement 2018

Feb 2, 2018

==> picture [49 x 50] intentionally omitted <==

==> picture [309 x 36] 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 2018 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

2018 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 16 March 2018 (Friday) 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.

			The number of shares whichhif l N 1	The number of shares whichhif l N 1
	tsproxyorm reates (ote )e (Note 2)		tsproxyorm reates (ote )
	n the reistered holder(s) ofH-Shares (Not
	g g Datang International Power Generation Co., Ltd. (the “Company” or “Datang International”) HEREBY APPOINT the Chairthe Meeting, or(Note 4) as my/our proxy(ies) to attend for me/us at8 first extraordinary general meeting (the “EGM”) of the Company to be held at 1608 Conference Room of Datang Internatio
	wer Generation Co., Ltd., No. 9 Guangningbo Street, Xicheng District, Beijing, the People’s Republic of China (the “PRC”0 a.m. on 16 March 2018 (Friday) or at any adjournment thereof and to vote on my/our behalf at such meeting or any adjournm
	reof as hereunder indicated in respect of the resolutions as listed in the Notice of the EGM, if no such indication is given, asproxy(ies) thinks fit.
		ORDINARY RESOLUTIONS		FOR(Note 5)	AGAINST(Note	5)
1		Resolution on Adjustment of Directors of the Company
		(1)Mr. Jin Shengxiang serves as a Director of the Ninth Session of the Boardof Directors of the Company
		(2)Mr. Zhang Ping serves as a Director of the Ninth Session of the Board ofDirectors of the Company
		(3)Mr. Liu Haixia resigns as a Director of the Ninth Session of the Board ofDirectors of the Company
		(4)Ms. Guan Tiangang resigns as a Director of the Ninth Session of the Boardof Directors of the Company
2		Rlti th Ettt f Dt Eit C t Udtk th
		esouon on e nrusmen o aang nvronmen ompany o nerae e
		Franchise Project of Desulfurization and Denitrification of Certain Enterprises ofthe Company
		(1)Franchising Operation Agreement on Flue Gas Desulfurization andDenitrification by Datang Environment Company and Huludao ThermalPower Company
		(2)Franchising Operation Agreement on Flue Gas Desulfurization and
		Denitrification by Datang Environment Company and Shendong Thermal
		Power Company
		(3)Franchising Operation Agreement on Flue Gas Denitrification by DatangEnvironment Company and Leizhou Power Generation Company
		4Fhii Oti At Fl G Dlfiti b Dt
		()rancsng peraon greemen on ue as esuurzaon y aangEnvironment Company and Leizhou Power Generation Company
		(5)Franchising Operation Agreement on Flue Gas Denitrification by Datang
		Environment Company and Tangshan Beiiao Thermal Power Company
		(6)Franchising Operation Agreement on Flue Gas Desulfurization by DatangEnvironment Company and Tangshan Beijiao Thermal Power Company

	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)
3	Resolution on the Entrustment of Datang Environment Company to Undertakethe EPC Project on Coal Transmission System of Leizhou Power GenerationCompany
4	Resolution on Entering into the Comprehensive Product and Service FrameworkAgreement for the Year 2018 with CDC
	(1)Procurement of production and infrastructure materials and relevantauxiliary services to be provided by CDC to the Company
	(2)Coal supply service to be provided by CDC to the Company
	(3)Infrastructure EPC contracting services to be provided by CDC to theCompany
	(4)Sale of electricity (sale of resources, including water and gas) andelectricity entrustment agency services to be provided by CDC to theCompany
	(5)Technological transformation, operations management and repair andmaintenance services to be provided by CDC to the Company
	(6)Coal supply and coal transportation services to be provided by theCompany to CDC
5	Resolution in relation to the Connected Transaction and Acquisition of 100%Equity Interests of Datang Heilongjiang Power Generation Co., Ltd., DatangAnhui Power Generation Co., Ltd. and Datang Hebei Power Generation Co., Ltd.in Cash

Date: 2018 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 no later than 24 hours prior to the commencement of the EGM; 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 the EGM dated 30 January 2018.