Resolutions of BOD

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 thirtieth 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 25 October 2012 (Thursday). The written notice of the Meeting was dispatched on 15 October 2012. There were 15 Directors eligible for attending the Meeting and 9 of them attended the Meeting. Directors Liu Shunda, Hu Shengmu, Liu Haixia, Mi Dabin, Zhao Zunlian, and Zhao Jie, were unable to attend the Meeting in person due to business engagements, they had authorised Directors Cao Jingshan, Fang Qinghai, Guan Tiangang, Ye Yonghui, Li Yanmeng, and Li Hengyuan, 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 Explanation on the 2012 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 2012 third quarterly report of the Company and the release of the 2012 third quarterly report in accordance with the relevant regulations. (1) The Board approved the Company to grant a revolving entrusted loan through commercial banks or China Datang Finance Co., Ltd. ("Datang Finance Co.") with an amount not exceeding RMB1,300 million to Sichuan Datang International Ganzi Hydropower Development Company Limited ("Ganzi Hydropower Company"), a subsidiary of the Company, based on the actual needs of Ganzi Hydropower Company. The term of the entrusted loan shall not exceed three years at a loan interest rate based on benchmark interest rate to be charged for the same level of loans in RMB by the People's Bank of China. The entrusted loan shall principally be used for project construction; (2) The Board approved the Company, or Datang Energy and Chemical Co., Ltd. ("Energy and Chemical Company"), a wholly-owned subsidiary of the Company, to grant an entrusted loan in batches through commercial banks or Datang Finance Co., respectively, with an amount of not exceeding RMB3,000 million to Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company"), a subsidiary of the Company, based on the actual needs of Duolun Coal Chemical Company. The term of the entrusted loan is three years at a loan interest rate based on the prevailing benchmark lending rate charged to financial institutions for the same period as announced by the People's Bank of China. The entrusted loan shall principally be used for the replacement of bank borrowings due for Duolun Coal Chemical Company; (3) China Datang Corporation ("CDC"), a controlling shareholder of the Company, owned 27.5% of the equity interest of Ganzi Hydropower Company and 40% of the equity interest of Duolun Coal Chemical Company. Energy and Chemical Company, a wholly-owned subsidiary of the Company, owned 60% of the equity interest of Duolun Coal Chemical Company. Pursuant to the Listing Rules, Ganzi Hydropower Company and Duolun Coal Chemical Company are connected persons of the Company, hence the above-mentioned entrusted loan arrangements constitute connected transactions of the Company. The connected Directors have abstained from voting to approve the connected transactions; (4) Directors (including independent Directors) are of the view that the above-mentioned transactions were conducted on normal business terms during the ordinary course of business of the Company, and that the relevant transactions were fair, reasonable and in the interests of the shareholders of the Company as a whole. (5) Pursuant to the requirements of the Listing Rules, the provision of entrusted loan to Duolun Coal Chemical Company by the Company or Energy and Chemical Company is required to be submitted to the general meeting for shareholders' consideration and approval. At the general meeting, CDC and its associates are required to abstain from voting to approve the transaction. 3. "The Management System of Information Disclosure with respect to the Debt Financing Instruments of Datang International Power Generation Co., Ltd." was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained The Board agreed to establish and execute "The Management System of Information Disclosure with respect to the Debt Financing Instruments". 4. "The Resolution of Certain Daily Connected Transactions of the Company in 2012" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved certain subsidiaries of the Company to enter into purchase and sale of coal agreements, respectively, with certain subsidiaries of CDC to purchase coal from CDC's subsidiaries in 2012 with an aggregate annual transaction amount not exceeding RMB303 million. (2) The Board approved Inner Mongolia Electric Power Fuel Company Ltd. ("Inner Mongolia Fuel Company"), a wholly-owned subsidiary of the Company's subsidiary Beijing Datang Fuel Company, to enter into a coal supply contract with Datang Electric Power Fuel Company Limited ("Datang Fuel Company), a wholly-owned subsidiary of CDC, with contract term commencing from 1 October 2012 and ending on 31 December 2012. During the term of the contract, Inner Mongolia Fuel Company shall supply coal to Datang Fuel Company with an aggregate annual transaction amount not exceeding RMB300 million. (3) Directors (including independent Directors) are of the view that the above-mentioned purchase and sale of coal agreements and coal supply contract, and the transactions contemplated thereunder were conducted on normal business terms during the ordinary course of business of the Company, and that the relevant transaction was fair, reasonable and in the interests of the shareholders of the Company as a whole. (4) Pursuant to the Listing Rules, CDC, and its subsidiaries are connected persons of the Company and the above-mentioned transactions constitute connected transactions of the Company and the connected Directors have abstained from voting to approve the connected transactions. As the provision of the entrusted loan to Duolun Coal Chemical Company (including the relevant entrusted loan agreement to be entered into under "The Resolution on the Provision of Entrusted Loans to Certain Subsidiaries" is required to be submitted to the general meeting for shareholders' consideration and approval, the Company will convene a general meeting to consider such matter as and when appropriate. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 25 October 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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