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 contents of this announcement. This announcement is made pursuant to Rule 13.10(B) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The third meeting of the eighth session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held by way of written correspondence on 15 October 2013 (Tuesday). There were 15 Directors eligible to attend the Meeting and all of them attended the Meeting. 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 following resolutions were approved unanimously at the Meeting: 1. "The Resolution on the Joint Investment to Establish China Datang Corporation Nuclear Power Co., Limited" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed the Company to enter into an agreement to jointly establish "China Datang Corporation Nuclear Power Co., Limited" ("Datang Nuclear Power Company") with China Datang Corporation ("CDC"), the controlling shareholder of the Company, where Datang Nuclear Power Company will be held as to 60% and 40% by CDC and the Company, respectively; (2) Agreed that the registered capital of Datang Nuclear Power Company to be RMB200 million, of which CDC will contribute RMB120 million and the Company will contribute RMB80 million; agreed that CDC will make initial contribution of RMB36 million and the Company will make initial contribution of RMB24 million, and the remaining balance will be fully paid on a pro rata basis within 2 years from the date of establishment of Datang Nuclear Power Company; (3) The Directors (including the independent Directors) are of the view that the above-mentioned transaction is conducted in the ordinary and usual course of business of the Company, and are fair and reasonable and are in the interest of the Company and the shareholders as a whole; (4) The entering into of the above agreement for the establishment of the joint venture company constitutes a connected transaction of the Company, and connected Directors Chen Jinhang, Hu Shengmu and Fang Qinghai have abstained from voting for the resolution. For details of the abovementioned connected transaction, please refer to the relevant announcement of the Company published on the same day. 2. "The Resolution on the Provision of Entrusted Loan to Datang Inner Mongolia Duolun Coal Chemical Company Limited" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed that the Company or Datang Energy and Chemical Company Limited ("Energy and Chemical Company"), a wholly-owned subsidiary of the Company, to provide revolving entrusted loan to Datang Inner Mongolia Duolun Coal Chemical Company Limited in tranches through commercial banks or Datang Corporation Finance Limited Company, respectively based on its actual needs. The loan facility shall not exceed RMB6 billion and the term for the entrusted loan shall not exceed 3 years from the effective date of the entrusted loan contract. The interest rate of the loan shall be calculated basing on the prevailing benchmark interest rate of loans from financial institutions for the same period as announced by the People's Bank of China; (2) Agreed the entering into of the framework agreement of the entrusted loan by the Company, and that the Company shall enter into specific entrusted loan contracts when conducting its entrusted loan business, the content of which shall comply with the principles of such framework agreement; (3) The Directors (including the independent Directors) are of the view that the above-mentioned transaction is conducted in the ordinary and usual course of business of the Company, and are fair and reasonable and are in the interest of the Company and the shareholders as a whole; (4) The above-mentioned provision of entrusted loan constitutes a connected transaction of the Company, and connected Directors Chen Jinhang, Hu Shengmu and Fang Qinghai have abstained from voting for the resolution; (5) Pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, this connected transaction is required to be tabled for independent shareholders' consideration and approval at the general meeting of the Company. For details of the above-mentioned connected transaction, please refer to the relevant announcement of the Company published on the same day. 3. "The Resolution on the Proposal of Changing Shareholders' Representative Supervisor of the Company to be Considered in the General Meeting" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. Since the supervisory committee of the Company has considered and agreed to nominate Mr. Li Baoqing as a candidate for the Shareholders' Representative Supervisor of the supervisory committee of the Company, and that Mr. Zhou Xinnong shall cease to serve as a Shareholders' Representative Supervisor of the Company; such proposed change of supervisor of the Company will be proposed in the form of supplemental proposal to the 2013 Third Extraordinary General Meeting, which is to be held on 29 October 2013, for Shareholders' consideration and approval according to the suggestion made by CDC, the controlling shareholder of the Company. For details of the Supplemental Notice of 2013 Third Extraordinary General Meeting, please refer to the announcement of the Company published on the same day. Since the above-mentioned resolution numbered 2 is required to be submitted to the general meeting of the Company for independent shareholders' consideration and approval, the Board will issue a notice of the general meeting in due course. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 15 October 2013 As at the date of this announcement, the directors of the Company are: Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive directors
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