Into DatangPower

Corporate Govern Summary

Datang International Power Generation Co., Ltd.

(the “Company”)

Electoral Procedures for Nomination of Director Candidates by Shareholders  

I.    Nomination of director candidates to the board of directors by shareholderswith nominationrights

1.   Any shareholder may nominate any person to be a director of the Companyin written form.

2.   Any director candidate so nominated shall, at the reasonable request of theboardof directors, provide the following and any other information in order to allow theboardof directorsto determine if the candidate is qualified to be a director of the Company:

(a)  the name of the shareholder who nominates thedirectorcandidate, the number of shares held by the shareholder and proof of the shareholding;

(b)  the director candidate’s name, age and address;

(c)  arésumécontaining the director candidate’seducational background, occupation and work experiencein the pastfive years or longer;

(d)  In accordance with the rules of the stock exchange that the Company is listed,other informationrequired tobe set out in the relevant announcementandcircular pursuant to the requirements of the Rules Governing the Listing of Securities (the“Listing Rules”).

II.  The criteria of the nomination committee of the board of directors (the “Committee”) for selection of directors

1.   The Committee shall review the structure, size and composition (includingthe directors’skills, knowledge and experience) of theboardof directorsevery year, and make recommendations on any proposed changes to theboardof directorsin line with the strategy of the Company.

2.   The Committee shallconsiderthe following criteriawhen assessingandselectingdirector candidates (including the director candidates nominated by shareholders):

(a)  personality and character;

(b)  experience in relevantindustry;

(c)  willingnessand availabilityto commitsufficient time toperformhis/herduties as a director;

(d)  in the case of independent directors,his/herindependence, as described in the guidelines onindependence inthe Listing Rules, shall beconsidered.

3.   The Committee shall refer to theaforesaidcriteria toassessa nominated director candidate, and decide whether or not the candidate is qualified to be a director.

III. Consideration at the general meeting of shareholders

1.   Theboardof directorsshall conduct a review based on the recommendations on the director candidates submitted by the Nomination Committee, andshallsubmit the results of the reviewto a general meeting of shareholdersfor consideration.

2.   If a director candidate meets the qualifications and requirements to hold office, theboardof directorsshallsubmitthe recommendationto a general meeting of shareholdersfor consideration and approval in accordance with relevant requirements of the Company Law, the Articles of Association of Datang International Power Generation Co., Ltd. and the Listing Rules. Directors shall be elected at a general meeting of shareholdersand theterm ofoffice isthree years.Directorsare eligible for re-election upon the expiry of the termof office.

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