Resolutions of the Board of Directors

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) ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIRECTORS Special Notice: The board of directors 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 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The thirty-fourth meeting of the sixth session of the board of directors (the "Board") (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held at the conference room of 5/F, InterContinental Hotel, 9 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 19 April 2010 (Monday). The written notice of the Meeting was dispatched to all Directors on 2 April 2010. There were 15 Directors eligible for attending the Meeting and 13 of them attended the Meeting. Directors Mr. Xie Songlin and Mr. Liu Chaoan were absent from the Meeting due to business engagements, and they had authorised Mr. Xia Qing, a Director, to attend the Meeting and vote on their behalves thereat. 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." (the "Articles of Association") and was lawful and valid. The four supervisors of the Company were present at the Meeting. The Meeting was chaired by Mr. Zhai Ruoyu, the chairman of the Company. The following resolutions were approved unanimously by the attending Directors and their authorised proxies attending the Meeting by way of voting by a show of hands at the Meeting: 1. "The Report of the President" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 2. "The Report of the Board for the Year 2009" (including Independent Directors Report on Work) was considered and approved; and the same be submitted to the 2009 annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 3. The "Proposal of Final Accounts for the Year 2009" was considered and approved; and the same be submitted to the 2009 annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 4. The "2009 Profit Distribution Proposal" was considered and approved; and the same be submitted to the 2009 annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained. As audited by PricewaterhouseCoopers Zhong Tian CPAs Limited Company and PricewaterhouseCoopers, for the year ended 31 December 2009, net profit attributable to equity holders of the Company amounted to approximately RMB1,479.469 million under PRC Accounting Standards for Business Enterprises ("PRC Accounting Standards") and RMB1,612.317 million under International Financial Reporting Standards ("IFRS"). The Company withdrew 10% of the net profit of the parent company under PRC Accounting Standards as statutory surplus reserve fund amounting to approximately RMB193.306 million. The Company's profit distribution proposal for the year 2009 is as follows: Based on the Company's total share capital (as at 19 April 2010, the Company's total share capital is 12,310,037,578 shares), the Company proposes to distribute a dividend of RMB0.07 per share (tax included) to all shareholders and the total amount of the proposed cash dividends to be distributed is approximately RMB861.703 million. 5. The "Explanation on 2009 Connected Transactions" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. The Directors and independent non-executive Directors agreed on the "Explanation on 2009 Connected Transactions". The Directors and independent non-executive Directors consider that the connected transactions during 2009 were conducted on normal business terms and in the ordinary course of business of the Company, and the connected transactions were fair, reasonable and in the interests of the shareholders of the Company as a whole. The connected Directors, abstained from voting in respect of this resolution. 6. The "Self-assessment Report on Internal Control of the Company" was considered and approved. It is agreed that the "Self-assessment Report on Internal Control" is to be published by the Company. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 7. The "Resolution on the Social Responsibility Report for the Year 2009" was considered and approved. It is agreed that the "Resolution on the Social Responsibility Report for the Year 2009" is to be published by the Company. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 8. The "Full text of the 2009 Annual Report, Summary of Annual Report and Results Announcement" were considered and approved. It is agreed that the full text of the 2009 Annual Report, Summary of Annual Report and Results Announcement are to be published. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 9. The "Rules Governing the Fund Raising of Datang International Power Generation Company Limited" were considered and approved Voting results: 15 voted in favour, 0 voted against and 0 abstained. 10. The "Resolutions on Providing Guarantees to the Financing of Xinyu Power Company, Qian'an Thermal Power Company, Tiaobingshan Power Company, Liaoning Wind Power Company and Zhang Zhou Wind Power Company" were considered and approved. Voting results were as follows: Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Agreed to provide guarantee to the financing of Jiangxi Datang International Xinyu Power Generation Company Limited ("Xinyu Power Company") with an amount not exceeding RMB200 million. (2) Agreed to provide guarantee to the financing of Hebei Datang International Qian'an Datang Thermal Power Company Limited ("Qian'an Thermal Power Company") with an amount not exceeding RMB100 million. (3) Agreed to provide guarantee to the financing of Liaoning Tiaobingshan Gangue Power Generation Company Limited ("Tiaobingshan Power Company") with an amount not exceeding RMB320 million. (4) Agreed to provide guarantee to the financing of Liaoning Dantang International Wind Power Development Company Limited ("Liaoning Wind Power Company") with an amount not exceeding RMB200 million. (5) Agreed to provide guarantee to the financing of Dantang Zhang Zhou Wind Power Generation Company Limited ("Zhang Zhou Wind Power Company") with an amount not exceeding RMB730 million. Since the asset-to-liabilities ratios of Xinyu Power Company, Qian'an Thermal Power Company, Tiaobingshan Power Company, Liaoning Wind Power Company and Zhang Zhou Wind Power Company were over 70%, the above-mentioned guarantees are subject to the consideration and approval by the general meeting. Upon confirmation of the terms of the relevant guarantees agreements, the Company will issue a further announcement. 11. The "Resolution on the Amendments to the 'Articles of Association 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 amend Articles 18 and 21 of the Articles of Association regarding the shareholding of shareholders and the adjustment to the Company's registered capital. The Board agreed to propose to the general meeting to authorise the Chairman of the Company or its authorised representative to make appropriate amendments to the Articles of Association pursuant to the requirements and/or instructions stipulated by the relevant authorities of the State in the process of approving the Articles of Association in order to meet the requirements of relevant authorities of the State. The Board agreed to submit the amendment proposal to the Articles of Association to the general meeting of the Company for consideration and approval. 12. The "Resolution on Appointing China National Water Resources & Electric Power Materials & Equipment Corporation to Carry Out Centralised Production Materials Purchase" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board agreed that the Company and its subsidiaries shall make centralised purchase of production materials required for technological renovation projects, including equipment, production spare parts and large consumable materials, through China National Water Resources & Electric Power Materials & Equipment Corporation ("China Water Resources and Power") for the year ending 2010. The estimated project purchase amount of centralised purchase was RMB300 million. The Board agreed the Company to pay China Water Resources and Power a certain amount of management service fee. Matters relating to centralised purchase constitute continuing connected transactions of the Company. The connected Directors have abstained from voting. For details, please refer to the relevant announcement published by the Company on the same day. 13. The "Resolution on Capital Contribution to the Establishment of Fuxin Coal-based Gas Company for constructing the Fuxin Coal-based Gas Project" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board agreed that the Company's wholly-owned subsidiary Datang Energy and Chemical Company Limited ("Energy and Chemical Company") shall contribute capital of RMB6,633 million (in contribution proportion of 90%) to jointly establish the project company for constructing the Fuxin Coal-based Gas Project with China Datang Corporation ("CDC") (whose contribution proportion is 10%). The above-mentioned capital contributions constitute connected transaction of the Company. The connected Directors have abstained from voting in respect of the above-mentioned connected transactions. The Board agreed to submit the above-mentioned investment to the general meeting of the Company for consideration and approval. Separate announcement will be made upon signing of the capital contribution agreement in accordance with the requirements of the Listing Rules. 14. The "Resolution on Adjustments of Total Investments and Capital Contributions of the Keqi Coal-based Gas Project" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board agreed that the Company's wholly-owned subsidiary Energy and Chemical Company shall contribute capital of RMB3,932.1 million (in contribution proportion of 51%) to jointly establish the project company for constructing the Keqi Coal-based Natural Gas Project with Beijing Gas Group Co., Ltd, CDC and Tianjin Jinneng Investment Company (their respective contribution proportions are 34%, 10% and 5%). The above-mentioned capital contributions in establishing Keqi Coal-based Natural Gas Project constitute connected transaction of the Company. The connected Directors have abstained from voting in respect of the above- mentioned connected transaction. The Board agreed to submit the above-mentioned investment to the general meeting of the Company for consideration and approval. Separate announcement will be made upon signing of the capital contribution agreement in accordance with the requirements of the Listing Rules. 15. The "Resolution on Signing the Increase in Capital and Expanding Shareholding Agreement between the Company and Datang Mining Company to Jointly Develop and Construct Shengli Coal Mine East Unit 2 Project" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board agreed that China Datang Group Mining Company Limited ("Datang Mining Company"), a subsidiary of China Datang Group, contributed approximately RMB329.0892 million to increase capital and expand shareholding in Inner Mongolia Datang International Xilinhaote Mining Company Limited ("Mining Company") so as to invest and construct the Shengli Coal Mine East Unit 2 project. Upon completion of the increase capital and expand shareholding proposal, the shareholding structure of Mining Company will be: the Company will hold 60% of its equity interests and Datang Mining Company will hold 40% of its equity interests. The above-mentioned increase capital and expand shareholding matter constitute connected transaction of the Company. The connected Directors have abstained from voting in respect of the above-mentioned connected transactions. Separate announcement will be made upon signing of the capital contribution agreement in accordance with the requirements of the Listing Rules. 16. The "Resolution on Preparing the Three Systems Comprising the "System Governing Investors Relations" of the Company" was considered and approved. The Board agreed to issue the "System Governing Investor Relations", "System of Governing Users of External Information" and "System of Accountability for Significant Mistakes in Annual Report Information Disclosure" Voting results: 15 voted in favour, 0 voted against and 0 abstained. 17. The "Proposal on Proposing to the General Meeting to Grant a Mandate to the Board to Determine the Issuance of New Shares of Not More Than 20% of Each Class of Shares" was considered and approved; and the same be submitted to the general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board agreed to request the general meeting to grant the following mandates to the Board: (1) To propose, subject to the requirements of note (2) of this resolution, to generally and unconditionally authorise the Board to, within 12 months from the date of approval of this resolution at the Company's general meeting, exercise all rights of the Company to authorise, allot or issue, either separately or concurrently, domestic shares (A shares) and overseas- listed foreign shares (H shares) and execute or grant any offers, agreements and arrangements which may require the exercise of such rights; (2) Pursuant to the approval of note (1) of this resolution, the Board may authorise, allot or issue, either separately or concurrently, A shares and H shares with the respective numbers of A shares and H shares to be authorised, allotted or issued, either separately or concurrently, not more than 20% of the respective number of the issued A shares and H shares of the Company; (3) Subject to the restrictions of notes (1) and note (2) of this resolution, the Board may, within the given limits, determine the respective numbers of A shares and H shares to be authorised, allotted or issued, either separately or concurrently, and (4) Subject to the restrictions of notes (1), (2) and (3) of this resolution and according to the Company's actual condition of the authorisation, allotment or issue of new A shares and new H shares, either separately or concurrently, the Board may increase the registered capital of the Company and make corresponding amendments to Articles 18 and 21 to the "Articles of Association of Datang International Power Generation Co., Ltd". Before 30 June 2010, the Board will convene the 2009 annual general meeting. The above-mentioned resolutions 2, 3, 4, 10, 11, 13, 14 and 17 shall be submitted to the 2009 annual general meeting for consideration and approval. At present, the exact timing of the convening of the 2009 annual general meeting has not been confirmed yet . The Board has authorised the Secretary to Board to issue the relevant general meeting notice in due course upon confirmation of the timing and other details. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 19 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
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