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: 00991) 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 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. 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 seventeenth meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held at the meeting room of 5/F, InterContinental Hotel, 11 Financial Street, Xicheng District, Beijing, the People's Republic of China ("the "PRC") in the morning of 25 October 2011 (Tuesday). The written notice of the Meeting was dispatched on 13 October 2011. There were 15 Directors eligible for attending the Meeting and 11 of them attended the Meeting. The Directors who attended the Meeting in person were: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Ye Yonghui, Li Yanmeng, Li Hengyuan, Zhao Jie and Jiang Guohua. Directors Guan Tiangang, Su Tiegang, Li Gengsheng and Zhao Zunlian were unable to attend the Meeting in person due to business engagements. Guan Tiangang had authorised Liu Haixia, Su Tiegang and Li Gengsheng had authorised Ye Yonghui, and Zhao Zunlian had authorised Li Yanmeng to attend the Meeting and vote on their behalf. Liu Shunda, Chairman of the Company, presided over the Meeting. 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.", and the following resolutions were approved unanimously at the Meeting: 1. "The Explanation on the 2011 Third Quarterly Report" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained The Board agreed on the content of the 2011 third quarterly report of the Company and the release of the 2011 third quarterly report in accordance with the relevant regulations. 2. "The Resolution on the Provision of Guarantees for the Financing for Companies including Hebei Datang International Wangtan Power Generation Company Limited" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) The Board approved the Company to provide a guarantee for the financing of Hebei Datang International Wangtan Power Generation Company Limited ("Wangtan Power Generation Company"), a controlled subsidiary of the Company, according to its actual needs based on the Company's percentage of shareholding (70%). The guarantee amount shall not exceed RMB210 million and shall be used for the replacement of due borrowings and the replenishment of working capital. (2) The Board approved the Company to provide a guarantee for the financing of Sichuan Jinkang Electricity Development Company Limited ("Jinkang Electricity Company"), a controlled subsidiary of the Company, according to its actual needs based on the Company's percentage of shareholding (54.44%). The guarantee amount shall not exceed RMB409 million and shall be used for the replacement of due borrowings and the replenishment of working capital. (3) The Board approved the Company to provide a guarantee in full amount for the financing of Fujian Datang International Ningde Power Generation Company Limited ("Ningde Power Generation Company"), a controlled subsidiary of the Company, according to its actual needs. The guarantee amount shall not exceed RMB600 million and shall be used for the replacement of due borrowings and the replenishment of working capital. (4) The Board approved the Company to provide a guarantee in full amount for the financing of Inner Mongolia Datang International Tuoketuo Power Generation Company Limited, a controlled subsidiary of the Company, according to its actual needs. The guarantee amount shall not exceed RMB3 billion and shall be used for the replacement of due borrowings and the replenishment of working capital. Since the asset-liability ratios of Wangtan Power Generation Company, Jinkang Electricity Company and Ningde Power Generation Company are all over 70%, the provisions of guarantees by the Company for their financing previously referred to in (1), (2) and (3) of this resolution are required to be tabled for shareholders' consideration and approval at a general meeting of the Company pursuant to the Listing Rules of the Shanghai Stock Exchange. According to the proposal of China Datang Corporation, the controlling shareholder of the Company, the guarantee matters under the above-mentioned (1), (2) and (3) of this resolution will be tabled as supplemental resolutions at the 2011 fourth extraordinary general meeting of the Company to be held on 30 November 2011 for shareholders' consideration and approval. The Supplemental Notice of 2011 Fourth Extraordinary General Meeting of the Company will be released separately. The Company will issue a separate announcement after the relevant agreements relating to the guarantee matters under the above-mentioned (1) to (4) of this resolution are entered into. 3. "The Proposal on the Appointment of Vice President of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) The Board approved the appointment of Mr. Fu Guoqiang as the Vice President of the Company with a term of office effective from 25 October 2011. (2) Since Mr. Qin Jianming had left the Company due to work rearrangement, the Board approved that Mr. Qin Jianming would no longer assume the office of Vice President of the Company. 4. "The Resolution on the Adjustment of Supervisor Representing Shareholders of the Company to be Tabled at the General Meeting for Consideration" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained The supervisory committee of the Company has considered and approved that Mr. Zhou Xinnong would replace Mr. Fu Guoqiang as the supervisor representing shareholders of the Company. According to the proposal of China Datang Corporation, the controlling shareholder of the Company, the above-mentioned adjustment of supervisor representing shareholders of the Company will be tabled as a supplemental resolution for shareholders' consideration and approval at the 2011 fourth extraordinary general meeting of the Company to be held on 30 November 2011. The Supplemental Notice of 2011 Fourth Extraordinary General Meeting of the Company will be released separately. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 25 October 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
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