Announcement on Provisions of Guarantees

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: 991) OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON PROVISIONS OF GUARANTEES 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 Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Notice on Important Information: -- The guaranteed parties: Hebei Yuzhou Energy Multiple Development Company Limited ("Yuzhou Energy Company") Inner Mongolia Xiduo Railway Company Limited ("Xiduo Railway Company") Datang International (Hong Kong) Limited("Hong Kong Company") -- The amount of guarantees and the aggregate guarantee amount: The total amount of these guarantees is approximately RMB1,082.8 million (inclusive of counter-guarantee). The aggregate guarantee amount for Yuzhou Energy Company before these guarantees was approximately RMB616.5 million. The aggregate guarantee amount for Xiduo Railway Company before these guarantees was nil. The aggregate guarantee amount for Hong Kong Company before these guarantees was approximately HK$700 million. -- Provision of counter-guarantee: Nil. -- The aggregate amount of external guarantees: As of the announcement date, the aggregate amount of external guarantees of the Company was approximately RMB12,348.0265 million. -- The aggregate amount of overdue external guarantees: Nil. I. Overview of the Guarantees Pursuant to the resolutions on the provisions of guarantees and counter-guarantee passed at the twenty-sixth and the twenty-ninth meetings of the sixth session of the Board of Datang International Power Generation Co., Ltd. (the "Company"), the Company shall provide guarantees and a counter-guarantee for the financing of the following subsidiary, jointly controlled entity and associated company: 1. It was agreed that the Company shall provide to Yuzhou Energy Company, a jointly-controlled entity of the Company, a guarantee in proportion to its shareholding in an aggregate amount of RMB200 million against loans obtained from commercial banks. The guarantee will be provided on a joint-liability basis. Of such loans, Yuzhou Energy Company will borrow RMB200 million from the Tianjin branch of China Bohai Bank Co., Ltd. to be used for infrastructure projects. The Company will provide a guarantee in proportion to its shareholding in an amount of RMB100 million. Yuzhou Energy Company will borrow RMB200 million from the Yu County branch of the Bank of China Ltd. ("BOC") to be used for replacement of loans that fall due. The Company will provide a guarantee in proportion of its shareholding in an amount of RMB100 million. 2. It was agreed that the Company shall provide Xiduo Railway Company, an associated company, a guarantee in proportion to its shareholding for bank loans obtained before the end of 2010 totalling RMB3,300 million. The guarantee amount will not exceed RMB1,122 million and will be used for infrastructure and operation of projects. Xiduo Railway Company will initially borrow RMB500 million from the Zhongshan Road branch of the BOC in Hohhot City. The Company will provide a guarantee in proportion to its shareholding in an amount not exceeding RMB170 million. The guarantee will be provided on a joint-liability basis. 3. It was agreed that the Company shall provide a counter-guarantee for BOC in respect of a loan borrowed by Hong Kong Company, a wholly-owned subsidiary. The counter-guarantee will be provided on a joint-liability basis with an amount not exceeding HK$810 million for repayment of loans that fall due and for replenishment of working capital. As the asset-to-liability ratio of Hong Kong Company exceeds 70%, the resolution on the provision of the counter-guarantee for the loan in an amount not exceeding RMB810 million from BOC to Hong Kong Company will be proposed to the Company's general meeting for consideration. II. Information on the Guaranteed Parties 1. Yuzhou Energy Company Yuzhou Energy Company was established on 28 September 2005 with a registered capital of RMB838.103 million. Its address is No. 206 Shengli Road, Yuzhou Town, Yu County, the People's Republic of China (the "PRC"), and its scope of businesses include development and operation of coal; construction, production and sale of power; and construction and operation of railway. The Company holds 50% equity interest in the company. As of 31 December 2008, total assets, total liabilities and the asset-to-liability ratio of Yuzhou Energy Company were approximately RMB1,838.55 million, RMB1,119.21 million and 60.87%, respectively. In 2008, Yuzhou Energy Company recorded an aggregate sales revenue of approximately RMB92.13 million with a net profit of approximately RMB-27.12 million in aggregate. As of 30 September 2009, total assets, total liabilities and the asset-to-liability ratio of Yuzhou Energy Company were approximately RMB1,945.5722 million, RMB1,250.9548 million and 64.30%, respectively. At the end of September 2009, Yuzhou Energy Company recorded an aggregate sales revenue of approximately RMB81.125 million with a net profit of approximately RMB-27.2042 million in aggregate (the above figures are unaudited). 2. Xiduo Railway Company Xiduo Railway Company was established on 26 September 2007. Its address is Xilinxi Avenue, Xilinhot City, the PRC. The proposal on the Company's participation in the restructuring of Xiduo Railway Company has been considered and approved at the twenty-sixth meeting of the sixth session of the Board of the Company. Upon completion of the restructuring, the Company will hold a 34% stake in Xiduo Railway Company by way of equity investment. On 6 November 2009, Xiduo Railway Company completed the change of its business registration, with a registered capital of RMB3,535.7891 million. At present, the company is primarily responsible for single-track railway operations on the Xiduo Railway as well as the construction of double-track railway on the Baihao Railway, Duofeng Railway and Xiduo Railway. As of 30 October 2009, total assets, total liabilities and the asset-to-liability ratio of Xiduo Railway Company were approximately RMB3,924.3032 million, RMB622.8089 million and 16%, respectively. At the end of October 2009, Yuzhou Energy Company recorded an aggregate sales revenue of approximately RMB422.1761 million with a net profit of approximately RMB22.8962 million in aggregate (the above figures are unaudited). 3. Hong Kong Company Hong Kong Company was incorporated in Hong Kong in 2004 as a wholly-owned subsidiary of the Company, with a registered capital of US$2.9 million. Hong Kong Company is principally engaged in the development of power projects, trading of coal and four major types of pipes for use in power plants. Currently, the company operates four 38MW hydropower generating units of Qinghai Zhiganglaka Hydropower Station. As of 31 December 2008, total assets, total liabilities and the asset-to-liability ratio of Hong Kong Company were approximately RMB1,741.7820 million, RMB1,647.7825 million and 94.60%, respectively. In 2008, Hong Kong Company recorded an aggregate sales revenue of approximately RMB328.6042 million with a net profit of approximately RMB8.2347 million in aggregate. As of 30 September 2009, total assets, total liabilities and the asset-to-liability ratio of Hong Kong Company were approximately RMB1,740.9122 million, RMB1,643.0063 million and 94.38%, respectively. At the end of September 2009, Hong Kong Company recorded an aggregate sales revenue of approximately RMB347.2244 million with a net profit of approximately RMB3.7717 million in aggregate (the above figures are unaudited). III. Major Terms of the Guarantee Contracts 1. The Company will provide a guarantee in proportion of its shareholding in the amount of RMB100 million for loans borrowed by Yuzhou Energy Company from the Tianjin branch of China Bohai Bank Co., Ltd. for the replacement of loans that fall due. The guarantee will be provided on a joint-liability basis, covering the principal amount, its interests, handling expenses, other expenses, default penalty, indemnities, expenses for execution of the creditor's rights and other payables. The term of the guarantee period is 2 years commencing from the date of the expiry of the term for the performance of obligations by the debtors, while the term for the performance of obligations under the loan contract is 2 years. 2. The Company will provide a guarantee in proportion to its shareholding in the amount of RMB100 million for loans borrowed by Yuzhou Energy Company from the Yu County branch of the BOC for project infrastructure construction. The guarantee will be provided on a joint-liability basis, covering the principal amount, its interests, default penalty, compensation, expenses for execution of the creditor's rights, loss incurred to the creditor due to default of the debtor and all other payables. The term of the guarantee period is 2 years commencing from the date of effectiveness of the guarantee contract to the date of the expiry of the term for the performance of the last obligations, while the term for the performance of obligations under the loan contract is 1 year. 3. The Company will provide a guarantee in proportion to its shareholding in the amount of RMB170 million for loans borrowed by Xiduo Railway Company from the Zhongshan Road branch of the BOC in Hohhot City for project infrastructure construction. The guarantee will be provided on a joint-liability basis, covering the principal amount, its interests, default penalty, compensation, expenses for execution of the creditor's rights, loss incurred to the creditor due to default of the debtor and all other payables. The term of the guarantee period is 2 years commencing from the date of effectiveness of the guarantee contract to the date of the expiry of the term for the performance of the last obligations, while the term for the performance of obligations under the loan contract is 13 years. 4. The Company will provide a counter-guarantee for BOC in respect of a loan not exceeding HK$810 million borrowed by Hong Kong Company from Bank of China (Hong Kong) Limited ("BOCHK"), whilst BOC will provide a guarantee for BOCHK against such loan. The counter-guarantee covers all the amounts advanced by BOC to Hong Kong Company under the letter of guarantee. The term of the counter-guarantee period will be determined on the basis of the loan term as agreed between Hong Kong Company and BOCHK. The counter-guarantee is provided on a joint liability basis. IV. Opinion of the Board The Board is of the opinion that the loans borrowed by above-mentioned subsidiary, jointly-controlled entity and associated company of the Company from the commercial banks are able to meet the needs of project infrastructure construction, replacement of loans that fall due and replenishment of operating capital. The Board agreed that the provisions of the corresponding guarantees and counter-guarantee to the commercial banks by the Company for the above-mentioned loans of its subsidiary, jointly-controlled entity and associated company are in line with the requirements of the overall development of the Company. The Board has agreed that the Company shall provide a guarantee in an amount of RMB200 million, which is made in proportion to its shareholding, for loans obtained by Yuzhou Energy Company; and that the Company shall provide a guarantee in an amount not exceeding RMB1,122 million, which is made in proportion to its shareholding, for bank loans obtained by Xiduo Railway Company. Of such guarantees, the Company shall provide a guarantee in an amount not exceeding RMB170 million, which is made in proportion to its shareholding, for the initial tranche of bank loan obtained by Xiduo Railway Company; and that the Company shall provide a counter-guarantee to BOC in an amount not exceeding HK$810 million for the loan of Hong Kong Company from BOCHK. The above-mentioned guarantees and counter-guarantee were considered and approved at the corresponding Board meetings and the provision of the counter-guarantee for Hong Kong Company, is required to propose to the Company's general meetings for approval. V. Aggregate Amount of External Guarantees and Amount of Overdue Guarantees As of the date of this announcement, the Company's aggregate amount of external guarantees was approximately RMB12,348.0265 million (unaudited), representing 40.42% of the latest audited net assets of RMB30,550.78 million. Such guarantees were all made for the subsidiaries, jointly-controlled entities and associated companies of the Company and there were no overdue guarantees. Note: In this announcement, the conversion of Hong Kong dollars into Renminbi at an exchange rate of HK$1 against RMB0.88 is for reference only. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 17 December 2009 As at the date of this announcement, the Directors of the Company are: Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu Changchun*, Xia Qing* and Li Hengyuan* * Independent non-executive Directors
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