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: 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 "Hong Kong Stock Exchange"). The nineteenth meeting of the eighth session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held at the meeting room of 2/F, The Westin Beijing Financial Street, 9B Financial Street, Xicheng District, Beijing at 9:30 a.m. on 18 March 2015 (Wednesday). The written notice of the Meeting was dispatched to all Directors on 6 March 2015. There were 15 Directors eligible for attending the Meeting and 13 of them attended the Meeting. Directors Zhou Gang, Jiang Guohua were unable to attend the Meeting in person due to business engagements, and they had authorised Directors Wu Jing, Zhao Jie respectively, to attend the Meeting and vote on their behalves. 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. Four (4) supervisors of the Company were present at the Meeting. Mr. Chen Jinhang, the chairman of the Company, presided over the Meeting. The following resolutions were approved unanimously by the attending Directors and their authorised proxies by 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 2014" (including the Independent Directors' Report on Work and the Performance Report of the Audit Committee) was considered and approved; and the same was agreed to be submitted to the 2014 annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained 3. The "Report of Final Accounts for the Year 2014" was considered and approved; and the same was agreed to be submitted to the 2014 annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained 4. The "2014 Profit Distribution Proposal" was considered and approved; and the same was agreed to be submitted to the 2014 annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained As audited by Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler Certified Public Accountants (Hong Kong), for the year ended 31 December 2014, net profit attributable to equity holders of the Company amounted to approximately RMB1,798.36 million under the PRC Accounting Standards and RMB1,767.42 million under the International Financial Reporting Standards, respectively. The Company withdrew 10% of the net profit of the parent company under the PRC Accounting Standards as statutory surplus reserve fund amounting to approximately RMB349.35 million for the year 2014. The Company's profit distribution proposal for the year 2014 is as follows: Based on the Company's total share capital (as at 31 December 2014, the Company's total share capital was 13,310,037,578 shares), the Company proposes to distribute a dividend of RMB0.13 per share (tax inclusive) to all shareholders and the total amount of the proposed dividend to be distributed is approximately RMB1,730.30 million. 5. The "Connected Transactions of the Company for the Year 2014" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained Agreed on the "Connected Transactions of the Company for the Year 2014". The Directors and independent Directors were of the view that the connected transactions conducted during 2014 were conducted on normal commercial 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. 6. The "Resolution on the Appropriation of the Company's Fund by a Substantial Shareholder and Other Connected Parties" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained The Directors (including independent Directors) agreed the "Specific Auditing Report on the Table of Summary Regarding Non-operational Appropriation of Funds of Datang International Power Generation Co., Ltd. and Flows of Other Connected Funds", which was conducted by the Company's auditors Ruihua China CPAs (Special Ordinary Partnership), and confirmed that there was no appropriation of the Company's funds by the Company's controlling shareholder and other connected parties for non-operating purpose during 2014. 7. The "Resolution on the Correction of Accounting Errors" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) Pursuant to the results of inspection by the Supervision and Inspection Bureau of the Ministry of Finance and the State's administration of taxation authorities, the Company made retrospective adjustments to the opening balances of the financial statements for 2014 by increasing the opening balances of total assets by approximately RMB1,460.22 million, increasing the opening balances of total liabilities by approximately RMB2,172.95 million, reducing the opening balances of owners' equity by approximately RMB712.73 million, reducing total profit for the corresponding period last year by approximately RMB139.64 million and reducing net profit attributable to the parent company for the corresponding period last year by approximately RMB95.69 million, respectively. (2) The Directors (including independent Directors) were of the view that the correction of the above accounting errors by the Company is appropriate and is conducive to the increase in the quality of accounting information, and in compliance with the requirements of the Accounting Standards for Business Enterprises issued by the PRC, and objectively and truly reflects the corrections made to the Company's major accounting errors without prejudice to the legitimate interests of the Company and all of its shareholders. (3) For details, please refer to the relevant announcement issued by the Company on the same day. 8. The "Explanation on the Publication of 2014 Annual Report" was considered and approved. The 2014 Annual Report, Summary of Annual Report and Results Announcement of the Company were agreed to be published. Voting results: 15 voted in favour, 0 voted against and 0 abstained 9. The "Resolution on the Appointment of Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler as the Auditors of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained The Board agreed to re-appoint Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler Certified Public Accounts (Hong Kong) as certified public accountants for carrying out the domestic and overseas auditing work of the Company, respectively, for the year 2015. The appointment term is one year. The Board agreed to submit the above-mentioned resolution to the 2014 annual general meeting for consideration. 10. The "Resolution on the 2014 Internal Control Evaluation Report and Audit Report of the Company" was considered and approved. The "Self-assessment Report on Internal Control in 2014" was agreed to be published by the Company. Voting results: 15 voted in favour, 0 voted against and 0 abstained 11. The "Resolution on Publishing the `Social Responsibility Report of Datang International Power Generation Co., Ltd. for the Year 2014'" was considered and approved. The Social Responsibility Report of the Company for the Year 2014 was agreed to be published. Voting results: 15 voted in favour, 0 voted against and 0 abstained 12. 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 2014 annual 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 item (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, A shares and H shares and execute or grant any offers, agreements and arrangements which may require the exercise of such rights. (2) Subject to the approval of item (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 requirements of items (1) and (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. (4) Subject to the requirements of items (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 of the "Articles of Association of Datang International Power Generation Co., Ltd.". 13. The "Explanation on the Convening of the 2014 Annual General Meeting" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained The Board of the Company will convene the 2014 annual general meeting before 30 June 2015. The above-mentioned resolutions numbered 2, 3, 4, 9 and 12 shall be submitted to the 2014 annual general meeting for consideration. Since the exact time of convening of the 2014 annual general meeting has not been confirmed yet, the Board has authorised the Secretary to the Board to issue the annual general meeting notice in due course upon confirmation of the time for the general meeting and other details. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 18 March 2015 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu* * Independent non-executive Directors
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