Adjustments of Senior Management of the Company

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991) OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIRECTORS ANNOUNCEMENT ON ADJUSTMENTS OF SENIOR MANAGEMENT OF THE COMPANY Special Notice: The board of directors ("the Board") and all directors (the "Directors") of the Company warrant that there are no false representations and misleading statements contained in, or material omissions from, this announcement, and severally and jointly accept the responsibility for the truthfulness, accuracy and completeness of the contents of this announcement. This announcement is made pursuant to Rules 13.10(B) and 13.51(2) of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"). The eighteenth meeting (the "Meeting") of the eighth session of the Board of Datang International Power Generation Co., Ltd. (the "Company" or "Datang International") was held by physical meeting on 10 February 2015 (Tuesday). There were 15 Directors eligible for attending the Meeting and 12 of them attended the Meeting. Director Hu Shengmu, Director Liang Yongpan and Director Cai Shuwen were unable to attend the Meeting in person due to business engagements, and they have authorised Director Wu Jing, Director Wu Jing and Director Cao Xin to attend the Meeting, respectively, and vote on their behalf. The convening of the Meeting was in compliance with the provisions stipulated in the "Company Law" and the "Articles of Association of Datang International Power Generation Co., Ltd." (the "Articles of Association"). The following resolutions were approved unanimously at the Meeting: 1. The "Resolution on Engaging in Financial Leasing Business by Entities under Datang International Power Generation Co., Ltd." was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. Agreed that entities under the Company to commence direct leasing or leaseback financial leasing business with leasing companies (except those leasing companies directly or indirectly controlled by China Datang Corporation ("CDC")) in 2015 for a principal not exceeding RMB3.0 billion in aggregate. The Company will issue a separate announcement as required after the relevant financial leasing agreement is entered into. 2. The "Resolution on the Appointment of China Datang Corporation Science and Technology Research Institute Company Limited to Undertake Technical Monitoring and Technical Service Work for Certain Power Generation Enterprises of Datang International" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed that the Company enters into a "Technical Monitoring and Technical Service Framework Agreement" with China Datang Corporation Science and Technology Research Institute Company Limited ("Datang Research Institute"), a wholly-owned subsidiary of CDC, for a term effective from 1 January 2015 to 31 December 2015; (2) Agreed that during the term of the agreement, Datang Research Institute shall provide technical monitoring and technical service work to the Company and certain power generation enterprises of the Company. It is anticipated that the technical service fees will not exceed RMB50 million; (3) The Directors (including the independent non-executive Directors) are of the view that the provision of technical monitoring and technical service by Datang Research Institute to the Company and certain power generation enterprises of the Company is conducted on normal commercial terms and in the ordinary and usual course of business of the Company and is fair and reasonable and in the interests of the Company and its shareholders as a whole; (4) Under the Listing Rules, Datang Research Institute is a connected person of the Company, and the provision of technical monitoring and technical service for the Company and certain power generation enterprises of the Company constitutes a continuing connected transaction of the Company. Pursuant to the listing rules of the Shanghai Stock Exchange ("Shanghai Listing Rules"), connected Directors have abstained from voting for this resolution. The Company will issue a separate announcement after the relevant agreement is entered into. 3. The "Proposal on the Adjustments of Senior Management of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Agreed to appoint Mr. Jian Yingjun as the Vice President of the Company and Mr. Liu Quancheng as the Chief Accountant of the Company, with a term of office commencing from 10 February 2015. The biographies of Mr. Jian Yingjun and Mr. Liu Quancheng are attached at the end of this announcement. (2) Agreed the cessation of Mr. Wang Zhenbiao as the Vice President of the Company due to work adjustments; agreed the cessation of Mr. Wang Xianzhou as the Chief Accountant of the Company due to requirements relating to the age limit of management. 4. The "Resolution on the Continuous Implementation of Desulfurisation Franchising by Certain Entities of the Company" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed that Guangdong Datang International Chaozhou Power Generation Co., Ltd., Jiangsu Datang International Lvsigang Power Generation Company Ltd. and Zhangjiakou Power Plant of the Company (collectively, the three enterprises including Chaozhou Power Generation Company) continue the implementation of the "Flue Gas Desulfurisation Franchising Contract" and relevant agreements as entered into with Datang Technology Industry Company Limited ("Datang Technology Company", previously known as China Datang Environmental Technology Company Limited), a wholly-owned subsidiary of CDC, on 31 October 2012; (2) Agreed that from 2015 to 2017, the desulfurisation electricity fee expenses (tax exclusive) for the three enterprises including Chaozhou Power Generation Company is anticipated to be not exceeding RMB540 million per year; and the revenue from water, electricity and gas (tax exclusive) is anticipated to be not exceeding RMB166 million per year ; (3) The Directors (including the independent non-executive Directors) are of the view that the abovementioned transactions are conducted on normal commercial terms and in the ordinary and usual course of business of the Company and are fair and reasonable and in the interests of the Company and its shareholders as a whole; (4) Under the Listing Rules, Datang Technology Company is a connected person of the Company. The abovementioned transactions constitute continuing connected transactions of the Company. Pursuant to the Shanghai Listing Rules, connected Directors have abstained from voting for the resolution. For details of the abovementioned desulfurisation franchising, please refer to the announcement issued by the Company on the same date. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 10 February 2015 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu* * Independent non-executive Directors Note: Biography of Mr. Jian Yingjun Aged 51, a senior engineer with university education. He served as the Chief Engineer of Jilin Thermoelectricity Plant, Deputy General Manager and General Manager of Huichun Power Generation Co., Ltd., Party Member and Deputy General Manager of Anhui branch of China Datang Corporation and Anhui Electric Power Corporation Ltd., General Manager of Anhui Electric Power Corporation Ltd. as well as Secretary of Party Committee and General Manager of Datang Jilin Power Generation Company Limited. He served as the Director of Fuel Management Department of China Datang Corporation since August 2011. Mr. Jian has long been involved in the production, operation and management work of power generation enterprises, and has extensive experience in production, operation and management. Biography of Mr. Liu Quancheng Aged 51, a senior accountant with university education. He served as the Chief Accountant of Xinxiang Thermal Power Plant, Chief Accountant of Luoyang Shouyangshan Power Plant, Director and Deputy Chief Accountant of Supervision and Audit Department, Deputy Chief Accountant and Director and then Chief Accountant of Finance and Property Right Management Department of Henan branch of China Datang Corporation. He served as the Deputy Director of Financial Management Department of China Datang Corporation since December 2013. Mr. Liu has long been involved in the financial management work of power generation enterprises, and has extensive experience in financial management. Mr. Liu currently serves as the director of Guangxi Guiguan Electric Power Co., Ltd., a company listed on the Shanghai Stock Exchange.
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