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 thirty-second meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held at 1608 Conference Room, No.9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 18 December 2012 (Tuesday). The written notice of the Meeting was dispatched on 5 December 2012. There were 15 Directors eligible for attending the Meeting and 12 of them attended the Meeting. Directors Liu Shunda, Hu Shengmu, Mi Dabin were unable to attend the Meeting in person due to business engagements, they had authorised Directors Cao Jingshan, Fang Qinghai, Ye Yonghui respectively, to attend the Meeting and vote on their behalf. The Meeting was held 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. Three supervisors of the Company were present at the Meeting. Pursuant to the Articles of Association, Mr. Cao Jingshan, the Vice Chairman of the Company, presided over the Meeting. The following resolutions were approved unanimously by the attending Directors and their authorised proxies by way of voting by show of hands at the Meeting: 1. "The Resolution on Investment and Construction of Guangdong Gaoyao Jintao Gas-steam Combined Cycle Thermoelectric Cooling and Power project" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) The Board agreed the Company to establish a project company for the construction with sole investment of the Guangdong Gaoyao Jintao Gas-steam Combined Cycle Thermoelectric Cooling and Power project Phase 1 with two 400MW grade gas turbine units (the "Jintao Combined Cycle Thermoelectric Cooling and Power Project") by making capital contributions of RMB578.304 million (which is equivalent to 20% of the total investment amount of the project)�� (2) The Jintao Combined Cycle Thermoelectric Cooling and Power Project is located in Jintao Industrial Agglomeration Base in Jinli Town, Gaoyao City, Guangdong Province and was approved by the Development and Reform Commission of Guangdong Province on 26 November 2012. The aggregate investment amount of the main construction work and the construction of the ancillary heating pipeline network of the Jintao Combined Cycle Thermoelectric Cooling and Power Project is RMB 2,891.52 million, in which the investment amount of the electricity generation construction work is RMB2,789.94 million, while the investment amount of the construction of the ancillary heating pipeline network is RMB101.58 million. The amount of capital of the project is RMB578.304 million (which is equivalent to 20% of the total investment amount of the project), and the remaining investment amount will be fulfilled by way of bank financing; (3) Directors (including independent non-executive Directors) are of the view that the investment and construction of the Jintao Combined Cycle Thermoelectric Cooling and Power Project is beneficial to the Company in optimizing the structure of the source of electricity of the Company, consolidating the position of the Company in developing the coastal areas in southeast China, and enhancing the source of profits of the Company. The development of the project is in the interests of the Company and shareholders as a whole. 2. "The Resolution on Purchasing Indicators of Shut-down Small-Capacity Generating Units" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved the Company to sign the "Sale and Purchase Agreement on Shut-Down Capacity Indicators" with Datang Huayin Electric Power Co., Ltd. ("Huayin Electric Power") in which the Company acquires a total of 468,000KW of shut-down capacity indicators from Huayin Electric Power at a price of RMB800 per KW, i.e., in the aggregate sum of approximately RMB374.40 million; (2) Directors (including independent non-executive Directors) are of the view that the acquisition of indicators of shut-down capacity owned by Huayin Electric Power by the Company is beneficial to the Company in increasing the reserves of indicators of shut-down generating units of the Company, which in turn promotes the implementation of the development plans of the Company for the purpose of achieving the goal of sustainable development. The relevant terms of the Sale and Purchase Agreement on of Shut-Down Capacity Indicators were negotiated on arm's-length basis between both parties thereto with reference to the market price in the region where such generating units are located, and have been determined on normal commercial terms. This transaction was conducted on normal business terms during the ordinary course of business of the Company and reflect the principles of fairness, reasonableness and transparency, the prices were fair and reasonable, and are in the interests of the Company and shareholders; (3) This transaction constitutes a connected transaction of the Company and the connected Directors Liu Shunda, Hu Shengmu and Fang Qinghai have abstained from voting to approve the connected transaction; For details of this transaction, please refer to the connected transaction announcement of the Company published on Shanghai Stock Exchange website (www.sse.com.cn), China Securities Journal, and Shanghai Securities News on 12 December 2012, and the relevant announcement published on Hong Kong Exchange website dated on 11 December 2012. 3. "The Resolution on the Restructuring of Shanxi Datang International Yuncheng Power Generation Company Limited" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained The Board agreed the Company will sign the "Capital Contribution Agreement" with Shaanxi Coal and Chemical Industry Group Co., Ltd. ("SHCCIG"), in which SHCCIG agreed to contribute RMB 286.7572 million to the capital of Shanxi Datang International Yuncheng Power Generation Company Limited ("Yuncheng Power Generation Company"). After the completion of such capital injection by SHCCIG, SHCCIG will hold 51% of equity interest in Yuncheng Power Generation Company, while the Company will hold 49% of equity interest in Yuncheng Power Generation Company (the Company previously held 80% of equity interest in Yuncheng Power Generation Company), and Yuncheng Power Generation Company will no longer be accounted for in the consolidated financial statements of the Company. The Company will issue a separate announcement after the relevant agreement is entered into. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 18 December 2012 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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive directors
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