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 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 or misleading statements contained in, or material omissions from, this announcement, and jointly and severally accept the responsibility for the truthfulness, accuracy and completeness of the content 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 (the "Listing Rules"). The thirty-third meeting (the "Meeting") of the sixth session of the Board of Datang International Power Generation Co., Ltd. (the "Company") was held by way of written correspondence on Tuesday, 30 March 2010. There were 15 Directors eligible for attending the Meeting and all of them attended the Meeting, which was in compliance with the provisions of the Company Law of the People's Republic of China and the articles of association of the Company. The following resolutions were approved and formed unanimously at the Meeting: 1 The "Resolution on the Company's Replacement of Self-financing Funds Already Committed in Advance to Fund-raising Investment Projects with Raised Funds" was considered and approved. Voting results: 15 voted in favour and 0 voted against 1.1 The Board agreed that according to the "Attestation Report on Previously Committed Self-financing Funds to Fund-raising Investment Projects" (PricewaterhouseCoopers Zhong Tian Shen Zi [2010] No. 417) issued by PricewaterhouseCoopers Zhong Tian CPAs Limited Company, the Company shall replace the self-financing funds amounting to RMB1.68538 billion, which had already been committed in advance to the fund-raising investment projects before the funds raised from the current non-public offer were in place, with an equivalent amount of funds raised in the current non-public offer. 1.2 Directors, including independent Directors, are of the view that the funds replacement is in line with the Company's development needs, and is conducive to improving the utilization efficiency of the Company's capital and reducing financial expenses, without damaging the interests of small and medium-sized shareholders at large. The replacement amounts are equivalent to the self-financing amounts previously committed to the fund-raising investment projects, and have been audited and confirmed by registered accountants that there is no change to the fund-raising investment projects. For relevant details, please refer to the related announcement issued by the Company on the same date. 2 The revised "Resolution on the Provision of a Counter-guarantee for a Loan to Datang International (Hong Kong) Ltd." was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained from voting 2.1 Since China Datang Overseas Investment Co., Ltd. ("Datang Overseas Investment"), a wholly owned subsidiary of China Datang Corporation ("CDC"), pledged to the Bank of China (Hong Kong) Limited the H shares it holds in the Company for the provision of a guarantee for a due HK$700 million loan from the Bank of China (Hong Kong) Limited to Datang International (Hong Kong) Limited ("Hong Kong Company"). The Board agreed that the Company shall provide a counter-guarantee for Datang Overseas Investment in respect of the above guarantee, and that the counter-guarantee will be provided on a joint-liability basis. 2.2 Directors (including independent Directors) are of the view that the above-mentioned guarantee and counter-guarantee are transactions conducted on normal commercial terms during the Company's ordinary course of business; the transactions are fair, reasonable and in the interests of the shareholders of the Company as a whole; 2.3 Since the above provision of the guarantee for the loan of Hong Kong Company by Datang Overseas Investment and the above provision of the counter-guarantee for Datang Overseas Investment by the Company constitute connected transactions of the Company, connected directors Mr. Zhai Ruoyu, Mr. Hu Shengmu and Mr. Fang Qinghai have abstained from the voting; 2.4 Based on shareholders' recommendations, it was agreed to cancel the original second resolution on the "Provision of a Counter-guarantee by the Company for a loan to Datang International (Hong Kong) Ltd." to be proposed at the 2010 first extraordinary general meeting of the Company to be held on 19 April 2010. The resolution on the revised "Provision of a Counter-guarantee by the Company for a loan to Datang International (Hong Kong) Ltd." will be submitted to the 2010 first extraordinary general meeting for consideration. For relevant details, please refer to the related announcement issued by the Company on the same date. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 1 April 2010 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 END
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