Resolutions Passed at the EGM and Change of Sup...

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) ANNOUNCEMENT RESOLUTIONS PASSED AT THE 2011 FOURTH EXTRAORDINARY GENERAL MEETING AND CHANGE OF SUPERVISOR Datang International Power Generation Co., Ltd. (the "Company") held its 2011 fourth extraordinary general meeting (the "EGM") at the meeting room no. 1608, head office of the Company, No. 9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 6 December 2011 (Tuesday). The convening of the EGM complied with the Company Law of the PRC and the articles of association of the Company. As at the date of the EGM, the total number of issued shares of the Company (the "Shares") entitling the holders to vote for or against all the resolutions, other than ordinary resolutions numbered 1 and 2, at the EGM amounted to 13,310,037,578 Shares. Shareholders of the Company or their authorised proxies who attended the EGM represented an aggregate of 8,870,962,517 voting Shares, representing approximately 66.65% of the total issued Shares of the Company. Mr. Liu Shunda, chairman of the board of directors (the "Board") of the Company, presided over the EGM. China Datang Corporation and its associates were required to and did abstain from voting on ordinary resolutions numbered 1 and 2 at the EGM. The following resolutions were passed at the EGM by way of voting by a poll: Ordinary Resolutions Number of Shares Passing Rate For Against (%) 1. To consider and approve the 4,609,823,103 162,000 99.996 "Resolution on the Provision of an Entrusted Loan to Datang Inner Mongolia Duolun Coal Chemical Company Limited (including the Framework Entrusted Loan Agreement)". 2. To consider and approve the 4,609,823,103 162,000 99.996 "Resolution on the Capital Contribution to 49% Equity Interests in Datang Fuel Company by Group Fuel Company". 3. To consider and approve the "Resolution on the Provisions of Guarantees for the Financing of Wangtan Power Generation Company, Jinkang Electricity Company and Ningde Power Generation Company". (1) To consider and approve the 8,851,800,517 162,000 99.998 provision of guarantee for the financing of Wangtan Power Generation Company. (2) To consider and approve the 8,851,800,517 162,000 99.998 provision of guarantee for the financing of Jinkang Electricity Company. (3) To consider and approve the 8,851,800,517 162,000 99.998 provision of guarantee for the financing of Ningde Power Generation Company. 4. To consider and approve the "Resolution on the Adjustment of Supervisor Representing Shareholders of Datang International Power Generation Co., Ltd.". (1) To consider and approve the 8,846,304,591 5,657,926 99.936 appointment of Mr. Zhou Xinnong as supervisor representing shareholders of the Company (Note 2). (2) To consider and approve that 8,846,466,590 5,495,926 99.938 Mr. Fu Guoqiang would no longer assume the office of supervisor representingshareholders of the Company. Special Resolutions 5. To consider and approve the 8,851,962,517 0 100 "Resolution on the Issuance of RMB10 Billion Super Short-Term Debentures". 6. To consider and approve the 8,851,962,517 0 100 "Resolution on the Non-public Directed Issuance of RMB10 Billion Debt Financing Instruments". Notes: 1. Unless otherwise defined, the terms used herein shall have the same meanings as defined in the "Notice of 2011 Fourth Extraordinary General Meeting" of the Company dated 13 October 2011 and the "Supplemental Notice of 2011 Fourth Extraordinary General Meeting" of the Company dated 11 November 2011. 2. Mr. Zhou Xinnong's profile is as follows: Zhou Xinnong, male, aged 43, university graduate, is a senior accountant. Mr. Zhou has served as Chief Accountant and Deputy Manager of the Finance Department of the Company, Head of the Price General Services Office of the Finance and Assets Management Department and Deputy Director of the Finance and Assets Management Department of China Datang Corporation. Mr. Zhou is currently Deputy Director of the Finance Management Department of China Datang Corporation (Person-in-Charge). Mr. Zhou has long been engaged in finance management of power systems and has extensive practical experience in operation and management. The term of office for Mr. Zhou Xinnong commenced on the day upon approval of his appointment at the EGM, i.e., 6 December 2011, and will end on the day when the term of office of the seventh session of the supervisory committee ends, i.e. 30 June 2013. Mr. Zhou will not be entitled to any remuneration for being a supervisor of the Company. As at the date of this announcement, Mr. Zhou Xinnong does not have any interest in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He has not been subjected to any public sanctions by any statutory or regulatory authority. Mr. Zhou Xinnong had been a director of Datang Huayin Electric Power. Ltd. (stock code of A shares: 600744) from December 2003 to May 2010. Apart from that, Mr. Zhou Xinnong has not held any directorship in any public listed companies in the past three years. Mr. Zhou does not have any relationship with any directors, senior management, substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules")) of the Company. Save as disclosed above, there are no other matters concerning the appointment of Mr. Zhou Xinnong as a supervisor of the Company that need to be brought to the attention of the shareholders and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. 3. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as the scrutineer for the vote-takings of all of the resolutions at the EGM. 4. Save as disclosed herein, none of the shareholders of the Company who were entitled to attend the EGM had to vote only against any of the resolutions at the EGM. CHANGE OF SUPERVISOR Due to the work rearrangement of Mr. Fu Guoqiang, Mr. Fu would no longer assume the office of supervisor of the Company with effect from 6 December 2011. Mr. Fu confirmed that he had no disagreement with the Board and the supervisory committee and there were no matters that needed to be brought to the attention of the shareholders of the Company or the Stock Exchange. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 6 December 2011 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, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive directors
UK 100

Latest directors dealings