Announcement on Resolutions of the Board of Dir...

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 ON RESOLUTIONs OF THE BOARD OF DIRECTORS AND ANNOUNCEMENT ON CHANGE OF MEMBERS OF AUDIT COMMITTEE, THE STRATEGY AND INVESTMENT COMMITTEE AND THE REMUNERATION AND APPRAISAL COMMITTEE 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 content of this announcement. The third meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held at the conference room on the 16/F of the Company's head office at No. 9 Guangningbo Street, Xicheng District, Beijing on Friday, 22 October 2010. The written notice of meeting had been dispatched on 9 October 2010. There were 15 Directors eligible for attending the Meeting and 12 of them attended the Meeting in person. Liu Haixia, Li Gengsheng and Jiang Guohua, Directors of the Company, were absent from the Meeting due to business engagements and had respectively appointed Guan Tiangang, Ye Yonghui and Li Hengyuan, Directors of the Company, to attend the Meeting on their behalves and exercise their voting rights. The Meeting was held in compliance with the provisions of the Company Law of the PRC and the articles of association of the Company. The Meeting was lawful and valid. The supervisors of the Company were present at the Meeting. The Meeting was chaired by Mr. Liu Shunda, Chairman of the Company. The following resolutions were considered and approved unanimously by the Directors and their authorised proxies who voted by a show of hands at the Meeting: 1. "The Resolution on the Allowance Criteria for the Directors of the Seventh Session of the Board and the Supervisors of the Seventh Session of the Supervisory Committee" was considered. Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting The Board agreed that (1) an allowance of RMB60,000 (after tax) (RMB75,000 before tax) would be paid on a lump sum basis to each independent non-executive director every year; (2) non-executive directors (including independent non-executive directors) and external supervisors of the Company would be reimbursed for their travel expenses, meal and lodging expenses and other out-of-pocket expenses (collectively referred to as the "Travel Subsidies") incurred during the period for attending the meetings of the Board and the Supervisory Committee convened by the Company; and (3) the above plan on allowance for independent non-executive directors and Travel Subsidies for non-executive directors and external supervisors would be submitted to the general meeting for consideration and approval. 2. "The Resolution on the Adjustments of Members of the Specialised Committees of the Board of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting The Board agreed that the composition of members of the specialised committees of the Board after the adjustments would be as follows: (1) The Audit Committee Convenor: Jiang Guohua Members: Li Hengyuan, Zhao Jie, Guan Tiangang and Ye Yonghui (2) The Strategy and Investment Committee Convenor: Li Yanmeng Members: Zhao Zunlian, Cao Jingshan, Fang Qinghai, Liu Haixia, Su Tiegang and Li Gengsheng (3) The Remuneration and Appraisal Committee Convenor: Zhao Jie Members: Li Hengyuan, Jiang Guohua, Hu Shengmu and Zhou Gang 3. "Explanatory Notes on the Third Quarterly Report of 2010" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting The Board agreed to the Third Quarterly Report of 2010 of the Company. 4. "The Resolution on the Provision of Guarantee for the Financing of Inner Mongolia Hohhot Pumped Storage Power Generation Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting The Board agreed that the Company would provide a joint liability guarantee in proportion to its equity ratio of 3.14% for the financing of Inner Mongolia Hohhot Pumped Storage Power Generation Company based on its actual needs with the guarantee amount not exceeding RMB131 million. The Company shall issue a separate announcement upon entering into the relevant guarantee agreement. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 22 October 2010 As at the date of this announcement, the Directors of the Company are:Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive Directors
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