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 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 (the "Listing Rules") on The Stock Exchange of Hong Kong Limited. The twentieth meeting (the "Meeting") of the eighth session of the Board of Datang International Power Generation Co., Ltd. (the "Company") was held by way of written correspondence on 27 April 2015 (Monday). There were 15 Directors eligible for attending the meeting and 15 of them attended the meeting. The meeting was held in compliance with the provisions stipulated in the "Company Law" (the Company Law) and the "Articles of Association of Datang International Power Generation Co., Ltd." (the "Articles of Association"). The following resolutions were approved unanimously at the Meeting: 1. The "Explanation of the 2015 First Quarterly Report" was considered and approved Voting results: 15 voted in favour, 0 voted against and 0 abstained 2. The "Resolution on the Investment in the Construction of the Power Plant Project of Inner Mongolia Datang International Xilinhaote Mining Company Limited" was considered and approved Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) Agreed that the Company to make capital contribution to the formation of a project company for the construction of the Xilinhaote Power Plant Project, a project to be wholly owned by the Company; (2) The Xilinhaote Power Plant Project, in Shengli Coal Mine East Unit 2 Opencast Square, involves the construction of two 660MW ultra-supercritical air-cooled coal-fired power generating units, with facilities for desulfurisation and denitration of exhaust gas to be constructed simultaneously. The project is expected to involve an investment of approximately RMB5,888.59 million. The project capital is approximately RMB1,177.718 million (to be paid by the Company's own capital), which accounts for 20% of the total investment, while the remaining construction funds of the project will be settled through application of bank loans. 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. Liu Chuandong to replace Mr. Li Baoqing to serve as the Shareholders' Representative Supervisor of the Company, such proposed change of Shareholders' Representative Supervisor will be proposed to the shareholders at the following general meeting to be convened by the Company for their consideration and approval according to the suggestion made by the supervisory committee of the Company and the CDC, the controlling shareholder of the Company. For biography details of Mr. Liu Chuandong, please refer to the notes. 4. The "Explanation of the Trading of the Shares of the Company by the Company's Senior Management Against Prohibitions" was considered and approved Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) Mr. Meng Fankui, the Vice President of the Company, was appointed the Vice President of the Company on 12 June 2014. Mr. Meng's wife was managing Mr. Meng's stock account on behalf of Mr. Meng. During the period between 11 August 2014 to 19 December 2014, by mistake, Mr. Meng's wife did the "window period" trading and short-swing trading of the shares of the Company against prohibitions. The Board has agreed that the profits from the trading of the shares of the Company against prohibitions by Mr. Meng Fankui of RMB2,030 shall be forfeited by the Company. As at the date of this announcement, Mr. Meng Fankui has paid the profits gained from the trading of the shares of the Company against prohibitions to the Company; (2) Mr. Meng Fankui has undertaken that he will conscientiously learn and strictly comply with the requirement of the relevant laws and regulations, such as the Securities Law and the Administrative Measures, so that such trading of the shares of the Company (including short-swing trading and "window period" trading) against prohibitions will not occur again during his term of office. (3) The Company will further strengthen its training on the relevant laws and regulations for Directors, supervisors, senior management and shareholders holding over 5% shares of the Company, and will learn conscientiously from this lesson to prevent the recurrence of similar events. 5. The "Resolution on the Implementation of Franchising for Desulfurisation (D enitration) System of Certain Power Plants of Datang International" was considered and approved Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) Agreed that some of the Company's subsidiaries to transfer coal-fired generating units desulfurization (denitration) assets to Datang Technology Industry Company Limited ("Datang Technology Industry Company") or its subsidiaries and implement franchising for desulfurisation (denitration) assets; (2) Agreed that the asset transaction price will be negotiated and be based on the asset and value evaluation result; (3) During the term of the franchise operation, Datang Technology Industry Company or its subsidiaries are entitled to the earnings from desulfurization (denitration) and compensates some of the Company's subsidiaries for the costs of water, electricity and gas for desulfurization (denitration); (4) Agreed that the term of the franchise operation will be the same as the actual term of the power generating facilities. As the term of the franchising contract is expected to be more than three years, pursuant to the requirement of the Listing Rules, the Company will re-comply with the approval procedures and disclosure obligations (where applicable) every three years; (5) The Directors (including the independent Directors) were of the view that the abovementioned transactions are on normal commercial terms and in the ordinary course of business of the Company, are fair and reasonable and in the interests of the shareholders of the Company as a whole; (6) Pursuant to the Listing Rules of places in which the Company was listed, Datang Technology Industry Company is a connected person of the Company. Pursuant to the Listing Rules of Shanghai Stock Exchange, the abovementioned transactions constitute connected transactions of the Company. Those connected Directors, namely, Chen Jinhang, Hu Shengmu and Liang Yongpan, being the key management of China Datang Corporation the controlling Shareholder of the Company, have abstained from voting on the resolution. The Company will issue a separate announcement after the relevant contract is entered into. The abovementioned third resolution will be considered in the general meeting, and the Company will issue a notice of general meeting in due course. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 27 April 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 Notes: Biography details of Mr. Liu Chuandong Liu Chuandong, aged 52, post-graduate, is a senior accountant. Mr. Liu started to work at Shandong Jining Power Plant in July 1981 and has successively served as Deputy Chief Accountant and Head of the Finance Division of Shandong Jining Power Plant, Head of the Accounting Division under the Finance Department and Deputy Director of the Finance Department of Shandong Power Industry Bureau, Chief Accountant of Jinan Yingda International Trust and Investment Corporation, Chief Accountant of Shandong Power Generation Company, Deputy Chief Accountant of the Shandong Branch Company of Huaneng Power International, Inc., Deputy Director of the Fund Settlement Management Center of CPI Group, Deputy General Manager of CPI Financial Co., Ltd., Deputy Head of Finance and Asset Management Department of CPI Group, General Manager and Deputy Party Committee Secretary of CPI Financial Co., Ltd., Director of Fund Settlement Management Center of CPI Group, General Manager and Party Committee Secretary of China Datang Finance Company Limited and Party Committee Secretary of CDC Capital Holding Company. He took up the position of Director of the Financial Management Department of China Datang Corporation as well as Party Committee Secretary of CDC Capital Holding Company since May 2014. Mr. Liu has long been engaged in corporate finance as well as operation and management of power generation enterprises and has extensive experience in finance and management of power generation enterprises.
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