Announcement on Resolutions of the Board of Dir...

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             DATANG INTERNATIONAL POWER GENERATION CO., LTD.

   (a sino-foreign joint stock limited company incorporated in the People's    
                              Republic of China)                               

                               (Stock Code: 991)                               

                          ANNOUNCEMENT ON RESOLUTIONS                          

                           OF THE BOARD OF DIRECTORS                           

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 13.09(1) and 13.09(2) of the Rules 
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 
(the "Listing Rules").                                                         

The seventh 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 of 5/F, InterContinental Hotel, 11 Financial Street, Xicheng
District, Beijing, the People's Republic of China (the "PRC") on 22 March 2011
(Tuesday). The written notice of the Meeting was dispatched to all Directors on
10 March 2011. There were 15 Directors eligible for attending the Meeting and
nine of them attended the Meeting. Directors Mr. Liu Shunda, Mr. Cao Jingshan,
Mr. Fang Qinghai, Ms. Guan Tiangang, Mr. Zhao Zunlian and Mr. Li Hengyuan were
unable to present in person to the Meeting due to business engagements, and
they had authorised Directors Mr. Hu Shengmu, Mr. Zhao Gang, Mr. Hu Shengmu,
Mr. Liu Haixia, Mr. Li Yanmeng and Mr. Jiang Guohua, respectively, to attend
the Meeting and vote on their behalves. 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") and was lawful and valid. The four supervisors of the Company
were present at the Meeting. Mr. Liu Shunda, the chairman of the Company, had
authorised and appointed Mr. Hu Shengmu, Director, to preside over the Meeting.
The following resolutions were approved unanimously by the attending Directors
and their authorised proxies by way of voting by a show of hands at the
Meeting:

1. "The Report of the President" was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

2. "The Report of the Board for the Year 2010" (including Independent Directors
Report on Work) was considered and approved; and the same be submitted to the
2010 annual general meeting for consideration.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

3. The "Proposal of Final Accounts for the Year 2010" was considered and
approved; and the same be submitted to the 2010annual general meeting for
consideration.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

4. The "2010Profit Distribution Proposal" was considered and approved; and the
same be submitted to the 2010annual general meeting for consideration.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

As audited by RSM China Certified Public Accountants Co., Ltd. and RSM Nelson
Wheeler, for the year ended 31 December 2010, net profit attributable to equity
holders of the Company amounted to approximately RMB2,473.684 million under PRC
Accounting Standards for Business Enterprises ("PRC Accounting Standards") and
RMB2,569.734 million under International Financial Reporting Standards
("IFRS"), respectively. The Company withdrew 10% of the net profit of the
parent company under PRC Accounting Standards as statutory surplus reserve fund
amounting to approximately RMB207.596 million.

The Company's profit distribution proposal for the year 2010 is as follows:

Based on the Company's total share capital (as at 31 December 2010, the
Company's total share capital was 12,310,037,578 shares), the Company proposes
to distribute a dividend of RMB0.07 per share (tax included) to all
shareholders and the total amount of the proposed cash dividends to be
distributed is approximately RMB861.70 million.

5. The "Explanation on 2010 Connected Transactions" was considered and
approved.

Voting results: 12 voted in favour, 0 voted against and 3 abstained.

The Directors (including independent Directors) agreed on the "Explanation on
2010 Connected Transactions". The Directors and Independent Non-executive
Directors were of the view that the connected transactions of the Company
during 2010 were conducted on normal business terms and in the ordinary course
of business of the Company, and the connected transactions were fair,
reasonable and in the interests of the shareholders of the Company as a whole.

The connected Directors have abstained from voting in respect of this
resolution.

6. The "Explanation on the Appropriationof the Company's fund by a Controlling
Shareholder and Other Connected Parties" was considered and approved.

Voting results: 12 voted in favour, 0 voted against and 3 abstained.

Directors (including independent Directors) confirmed the audit findings, which
was conducted by the Company's auditors RSM China Certified Public Accountants
Co., Ltd, in respect of the "Appropriation of the Company's Funds by a
Controlling Shareholder and Other Connected Parties", and confirmed details of
the appropriation of the Company's funds by the Company's controlling
shareholder and other connected parties for non-operating purpose as follows:

On 31 December 2010, Datang Liancheng Power Plant ("LPP"), a subsidiary of
China Datang Corporation, appropriated RMB52.32 million of Gansu Datang
International Liancheng Power Generation Company Limited ("LPGC"), a subsidiary
of the Company, for non-operating purpose. The above-mentioned amount was
advanced by LPGC to LPP for salaries payment of LPP' staff, etc. LPP has
returned all the funds appropriated at present.

The connected Directors have abstained from voting in respect of this
resolution.

7. The "Self-assessment Report on Internal Control of the Company" was
considered and approved. It is agreed that the "Self-assessment Report on
Internal Control" is to be published.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

8. The "Resolution on the Social Responsibility Report for the Year 2010" was
considered and approved. It is agreed that the "Social Responsibility Report
for the Year 2010" is to be published.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

9. The "Full text of the 2010Annual Report, Summary of the Annual Report and
Results Announcement" were considered and approved. It is agreed that the full
text of the 2010Annual Report, Summary of Annual Report and Results
Announcement are to be published.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

10. The "Correction of Accounting Errors for Year 2010" were considered and
approved

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

Major contents are as follows:

Pursuant to document (ShenQiJue (2010) No.468) "Auditing Decisions Pertaining
to the Financial Affairs of Income and Expenditure of China Datang Corporation
for Year 2009", dated 31 December 2010 issued by National Audit Office of the
People's Republic of China, the Company has made retrospective adjustments to
the under-estimates made earlier on provisions for impairment of fixed assets,
provisions for inventory falling prices and under-provision for depreciation of
fixed assets arising from a delayed transfer to fixed assets of a portion of
the closed-down generation units with spare parts as well as a portion of fixed
assets in 2009. The amounts affected were RMB80.473 million, RMB14.667 million
and RMB4.408 million, respectively.

Specific adjustments are as follows:

The current restatement of the financial figures of the previous years involves
the parent company of the Company. In the process of preparing comparative
financial figures for the previous year in the Company's consolidated financial
statements for year 2010, correction has been made to the above-mentioned
errors. After correction, inventories at the beginning of 2010 decreased by
RMB14,667,410.46; net fixed assets decreased by RMB84,881,186.77; deferred
income tax assets increased by RMB23,785,095.39; surplus reserve decreased by
RMB7,576,350.18; undistributed profits decreased by RMB68,187,151.66.

11. The "Resolution on the Appointment of RSM as the Auditor of the Company"
were considered and approved. Voting results were as follows:

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

The Board agreed to re-appoint RSM China Certified Public Accountants (Special
Ordinary Partnership) and RSM Nelson Wheeler Certified Public Accounts (Hong
Kong) as certified public accountants for carrying out the domestic and
overseas auditing work of the Company for the year 2011. The appointment term
is one year.

The Board agreed to submit the above-mentioned resolution to the 2010 annual
general meeting for consideration.

12. The "Resolution onthe Renewal ofthe Supplemental Agreement to the Ash
Disposal Agreement with China Datang Corporation" was considered and approved.

Voting results: 12 voted in favour, 0 voted against and 3 abstained.

The Board agreed the Company to renew the Supplemental Agreement to the Ash
Disposal Agreement with China Datang Corporation. The agreement is effective
for a term commencing from the date of the agreement and expiring on 31
December 2013. The annual cap for ash disposal fees is RMB57.89 million. The
Directors (including independent Directors) considered that the above-mentioned
connected transaction was conducted on normal business terms and in the
ordinary course of business of the Company, and the connected transaction was
fair, reasonable and in the interests of the shareholders of the Company as a
whole.

Since the above-mentioned transactions constitute connected transactions of the
Company, the connected Directors have abstained from voting.

For details, please refer to the relevant announcement issued by the Company on
the same day.

13. The "Resolution on the Provision of an Entrusted Loan to Inner Mongolia
Datang International Tuoketuo Power Generation Company Limited by China Datang
Finance Company Limited" was considered and approved.

Voting results: 10 voted in favour, 0 voted against and 5 abstained.

The Board agreed that based on the actual needs of Inner Mongolia Datang
International Tuoketuo Power Generation Company Limited ("TPGC"), an entrusted
loan of not more than RMB3 billion would be released to TPGC by the Company
through China Datang Finance Company for the repayment of due loans by TPGC and
replenishment of working capital. The Directors (including independent
Directors) considered that the above-mentioned connected transaction was
conducted on normal business terms and in the ordinary course of business of
the Company, and the connected transaction was fair, reasonable and in the
interests of the shareholders of the Company as a whole.

The above-mentioned transaction constitutes connected transaction of the
Company and the connected Directors have abstained from voting.

Pursuant to the Hong Kong Listing Rules, the Board agreed that the
above-mentioned resolution to be submitted to the 2010 annual general meeting
for consideration.

The Company will issue a separate announcement after the relevant terms and
conditions for the provision of the entrusted loan were confirmed.

14. The "Resolution on the Appointment of China Water Resources and Power to
Carry Out Centralised Production Materials Purchase" was considered and
approved.

Voting results: 12 voted in favour, 0 voted against and 3 abstained.

The Board agreed that the Company and its subsidiaries shall make centralised
purchase of production materials required for technological renovation
projects, including equipment, production spare parts and bulk consumable
materials, through China National Water Resources & Electric Power Materials &
Equipment Corporation ("China Water Resources and Power"), a subsidiary of the
China Datang Corporation, during the period between 1 January 2011 and 31
December 2013. The estimated purchase amount of the centralised purchase was
RMB200 million a year and totalled RMB600 million during the effective period
of the contract. The Board agreed the Company to pay China Water Resources and
Power a certain amount of management service fee. The Directors (including
independent Directors) considered that the above-mentioned connected
transaction was conducted on normal business terms and in the ordinary course
of business of the Company, and the connected transactions was fair, reasonable
and in the interests of the shareholders of the Company as a whole.

The above-mentioned matters relating to the centralised purchase constitute
continuing connected transactions of the Company. The connected Directors have
abstained from voting in respect of this resolution.

For details, please refer to the relevant announcement issued by the Company on
the same day.

15. The "Resolution on a Transaction with China Datang Corporation on
Small-unit Capacity" was considered and approved.

Voting results: 12 voted in favour, 0 voted against and 3 abstained.

 1. Pursuant to the "replacing small units with large untis" policy of the
    State and in order to support the development of the Company, Hunan Branch
    of China Datang Corporation ("CDC Hunan Branch") agreed to transfer its
    closed small-unit capacity totalled 600MW to the Company (or the subsidiary
    of the Company). The Company (or the subsidiary of the Company) would pay a
    compensation of RMB600 million to CDC Hunan Branch. Pursuant to the
    Shanghai and Hong Kong Listing Rules, the transaction constitutes a
    connected transaction of the Company.
   
 2. Douhe Power Plant, wholly owned by Datang International Power Generation
    Co., Ltd., agreed to transfer its closed small-unit totalled 125MW to
    Jiangsu Datang International Lvsigang Power Generation Company Limited
    ("Lvsigang Power Generation Company"), a subsidiary of the Company.
    Lvsigang Power Generation Company would pay a compensation of RMB100
    million to Douhe Power Plant. Pursuant to the Hong Kong Listing Rules, the
    transaction constitutes a connected transaction of the Company.
   
The Directors (including the independent Directors) considered that the
above-mentioned connected transactions were conducted on normal business terms
and in the ordinary course of business of the Company, and the connected
transactions were fair, reasonable and in the interests of the shareholders of
the Company as a whole.

Since the above-mentioned transactions constitute connected transactions of the
Company, the connected Directors have abstained from voting.

The Company will issue a separate announcement after the relevant agreement was
signed.

16. The "Resolution on the Issuance of the First Tranche of Corporate Bonds in
2011" was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

(1) The Board agreed the Company to issue corporate bonds according to the
following manner:

 i. Issuance size: Not more than RMB3 billion;
   
ii. Term: 10-15 years;
   
iii. Interest rate of the bonds and its determination basis: Annual interests
    of the bonds shall be calculated in simple interest, and not compound
    interest. No extra interest will be accrued for any overdue payment. The
    coupon rate shall be determined by the Company and the sponsor (the lead
    underwriter) through a book-building process in the market;
   
iv. Terms and methods of principal repayment and interest payment: The bonds
    interest is payable annually and the principal shall be repaid in one
    lump-sum upon maturity. Interests shall be paid once each year and the
    interests of the last period shall be paid together with the principal;
   
 v. Guarantee method: To be guaranteed by the China Datang Corporation
    unconditionally;
   
vi. Use of proceeds: Except for the offering charge, proceeds of the bonds will
    be used to repay bank loans and to supplement the cash flow of the Company
    and its subsidiaries. Of which, repayment to bank loans amounted to RMB2
    billion and the remaining proceeds will be used to supplement the Company's
    cash flow;
   
vii.Time arrangement for the issuance: The issuance of the bonds shall be
    completed before 21 July 2011;
   
viii. Intended listing place: Upon completion of the issuance of the bonds, the
    Company shall make an application to the Shanghai Stock Exchange for the
    listing of, and permission to deal in the bonds. The bonds may also be
    listed and traded on other exchanges as permitted by the relevant laws,
    subject to approval by the regulatory authorities;
   
ix. In case of expected failure to pay the principal and interests of the Bonds
    as scheduled or failure to pay the principal and interests of the bonds
    upon maturity of the issued bonds, the Company will adopt the following
    protection measures:
   
(a) Cessation of profit distribution to shareholders;

(b) Postponement of the implementation of capital expenditure projects, such as
    substantial external investments or mergers and acquisitions;

(c) Reduction or termination of wages and bonuses for directors and senior
    management staff;

(d) Main person-in-charge of the Company in relation to the Bonds cannot be
    changed.

(2) The Board agreed to authorise any two directors of the Company to complete
    the matters relating to the issuance of the bonds, including but not limited 
    to the following:

 i. To make necessary adjustments to the relevant issuance terms and conditions
    of the bonds based on the opinions of the CSRC and/or changes in the market
    conditions;
   
ii. To make necessary amendments to the related documents based on the opinions
    of the CSRC and/or changes in the market conditions;
   
iii. To sign any relevant legal documents, such as contracts and agreements, in
    relation to the issuance of the bonds;
   
iv. To take necessary actions to deal with any matters, documents,
    announcements and other matters in relation to the issuance and listing of
    the bonds.
   
17. The "Proposal on Mr. Zhou Gang's Assumption on the Position of Company 
Secretary Independently" was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

The Board agreed Mr. Zhou Gang's assumption on the Position of the Company
Secretary independently; to accept the resignation of Mr. Mok Chung Kwan,
Stephen..

18. The "Explanation on the Job Details of the Board Secretary" was considered
and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

The Board agreed to publish the "Explanation on the Job Details of the Board
Secretary of Datang International Power Generation Co., Ltd."

19. The "Proposal on the Prevention of Appropriation of the Company's Fund by a
Controlling Shareholder and Other Connected Parties of a Listed Company" was
considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

The Board agreed to publish the "Proposal on the Prevention of Appropriation of
the Company's Fund by a Controlling Shareholder and Other Connected Parties of
a Listed Company"

20. The "Resolution on the Company's Internal Control Regulatory and I
mplementation of Work Proposal" was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

The Board agreed to publish the "Company's Internal Control Regulatory and
Implementation of Work Proposal".

21. The "Proposal on Proposing to the General Meeting to Grant a Mandate to the
Board to Determinethe Issuance of New Shares of Not More Than 20% of Each Class
of Shares" was considered and approved; and the same be submitted to the2010
annualgeneral meeting for consideration.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

The Board agreed to request the general meeting to grant the following mandates
to the Board:

(1) To propose, subject to the requirements of note (2) of this resolution, to
generally and unconditionally authorise the Board to, within 12 months from the
date of approval of this resolution at the Company's general meeting, exercise
all rights of the Company to authorise, allot or issue, either separately or
concurrently, domestic shares (A shares) and overseas-listed foreign shares (H
shares) and execute or grant any offers, agreements and arrangements which may
require the exercise of such rights;

(2) Pursuant to the approval of note (1) of this resolution, the Board may
authorise, allot or issue, either separately or concurrently, A shares and H
shares with the respective numbers of A shares and H shares to be authorised,
allotted or issued, either separately or concurrently, not more than 20% of the
respective number of the issued A shares and H shares of the Company;

(3) Subject to the restrictions of notes (1) and (2) of this resolution, the
Board may, within the given limits, determine the respective numbers of A
shares and H shares to be authorised, allotted or issued, either separately or
concurrently, and

(4) Subject to the restrictions of notes (1), (2) and (3) of this resolution
and according to the Company's actual condition of the authorisation, allotment
or issue of new A shares and new H shares, either separately or concurrently,
the Board may increase the registered capital of the Company and make
corresponding amendments to Articles 18 and 21 to the "Articles of Association
of Datang International Power Generation Co., Ltd".

22. The "Resolution on the Provision of Guarantee for the Financing by Hebei
Datang International Wind Power Development Co., Ltd." was considered and
approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained.

Based on the actual needs of Hebei Datang International Wind Power Development
Co., Ltd. ("HWPC"), the provision of a guarantee with joint and several
liability by the Company for the financing by HWPC in an amount not exceeding
RMB720 million for special project construction and replacement of due loans
was approved. Given the asset-liability ratio of HWPC is already over 70%, the
above resolution is required to be submitted to a shareholders' meeting for
consideration.

The Company will issued a separate announcement after the relevant terms and
condition of the guarantee were confirmed.

The Board will hold the 2010 annual general meeting of the Company on or before
30 June 2011. The above-mentioned resolutions numbered 2, 3, 4, 11, 13, 21 and
22 shall be submitted to the 2010 annual general meeting for consideration and
approval. At present, the exact timing of the convening of the 2010 annual
general meeting has not been confirmed yet. The Board has authorised the
Secretary to Board to issue the relevant general meeting notice in due course
upon confirmation of the timing and other details.

                                                        By Order of the Board  
                                                              Zhou Gang        
                                                        Secretary to the Board 

Beijing, the PRC, 22 March 2011

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