Announcement on BOD

Datang Intl Power Generation Co Ld
02 April 2007


                                    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 Twenty-first Meeting of
                              the Fifth Session of the Board of Directors


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 twenty-first meeting (the 'Meeting') of the fifth session of the board of directors (the 'Board') of Datang
International Power Generation Co., Ltd. (the 'Company') was held at the multi-purpose function room of 3/F, CTS (HK)
Grand Metro Park Hotel, No. 338 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China (the
'PRC') on 30 March 2007. The written notice of the Meeting was dispatched on 15 March 2007. There were 15 directors
eligible for attending the Meeting and 12 of them attended the Meeting (Mr. Fang Qinghai, the director, was unavailable
to attend the Meeting in person due to business engagement and had entrusted Mr. Hu Shengmu, the director, to exercise
his voting rights by proxy; Mr Ye. Yonghui, the director, was unavailable to attend the Meeting in person due to
business engagement and had entrusted Mr. Su Tiegang, the director, to exercise his voting rights by proxy; Mr. Liu
Chaoan, the independent director, was unavailable for attending the Meeting in person due to business engagement and
had entrusted Mr. Xu Daping, the independent director, to exercise his voting rights by proxy). The Meeting was in
compliance with the provisions stipulated in the Company Law and the articles of association of the Company and was
thus lawful and valid. Four supervisors of the Company attended the Meeting. The Meeting was chaired by Mr Zhai Ruoyu,
chairman of the Company. The following resolutions were approved unanimously by the attending directors or their
proxies through voting by show of hands at the Meeting:


1.     The 'Working Report of the Board' was considered and approved, and the same be submitted to the 2006 annual
       general meeting for consideration.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
2.     The '2006 Financial Report' was considered and approved, and the same be submitted to the 2006 annual general
       meeting for consideration.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
3.     The 'Proposed 2006 Profit Distribution Plan' was considered and approved, and the same be submitted to the 2006
       annual general meeting for consideration.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
       After consideration, the Board agreed to the proposed 2006 profit distribution plan as follow:
       (1) Contributing 10% of the statutory surplus reserve fund in an amount of approximately RMB269,742,719, in
       accordance with the realised net profit of the parent company under the PRC GAAP;
       (2) The total amount of the proposed cash dividend to be distributed is approximately RMB1,348,713,594.5. Based
       on the total 5,753,555,774 shares (5,662,849,000 shares + 90,706,774 conversion shares from convertible bonds)
       as shown on the register of members as at 30 March 2007, the cash dividend will be equivalent to approximately
       RMB0.234 per share.
       As there may be further conversion of the US dollar convertible bonds into H shares for the period from 30 March
       2007 to the register date for the Company's distribution of dividends, the cash dividend (approximately RMB0.234
       per share) to be distributed by the Company may decrease. Accordingly, the Board proposes that the cash dividend
       per share to be distributed be adjusted on the basis of the total number of shares as at the register date for
       the dividend distribution, on the premise that the total amount of proposed cash dividend to be distributed
       (RMB1,348,713,594.5) remains unchanged.
4.     The 'Resolution on Share Capital Expansion by Utilising the Capital Reserve Fund' was considered and approved,
       and the same be submitted to the 2006 annual general meeting for consideration.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
       The Board agreed on the following proposal on share capital expansion by utilising the capital reserve fund: As
       at 31 December 2006, the Company's total share capital was 5,662,849,000 shares, and since the beginning of 2007
       until the convention of the Meeting, applications have been made to convert the US dollar convertible bonds of
       the Company into 90,706,774 H shares (the final number of valid conversion shares will be based on the actual
       number of conversion shares before the register date of the shareholding). Accordingly, on the basis of the
       Company's current total share capital of 5,753,555,774 shares, upon completion of the share capital expansion
       which will issue 10 bonus shares for every 10 shares held, the total share capital of the Company will increase
       to at least 11,507,111,548.
5.     The 'Explanation on 2006 Connected Transactions' was considered and approved.
       Voting results: 11 voted in favour, 0 voted against and 0 abstained.
       The directors and independent directors agreed on the 'Explanation on 2006 Connected Transactions'. The
       directors and independent non-executive directors believe such transactions are conducted on normal business
       terms during the normal course of business of the Company. The independent non-executive directors believe such
       transactions are fair, reasonable and of the interests of the Company's shareholders as a whole. The connected
       directors Mr. Zhai Ruoyu, Mr. Hu Shengmu and Mr. Tong Yunshang abstained from voting in respect of this
       resolution.
6.     The '2006 Annual Report and its Summary' was considered and approved.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
       The Board agreed to publish the 2006 Annual Report and its Summary.
7.     The 'Proposed Re-appointment of PricewaterhouseCoopers CPAs Co., Ltd.' was considered and approved, and the same
       be submitted to the 2006 annual general meeting for consideration.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
       It was agreed to propose the re-appointment of the Beijing Branch of PwC Zhong Tian as the Company's domestic
       auditors for 2007 and the re-appointment of PwC as the Company's international auditors for 2007 at the 2006
       annual general meeting for approval.
8.     The 'Proposed Acquisition of 55% Equity Interests in Jinzhou Donggang Power Company Limited (Chinese Words) was
       considered and approved.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
       The Board resolved for the Company's wholly-owned subsidiary Datang International (Hong Kong) Limited ('Datang
       Hong Kong') to acquire from Jiangsheng Group (Chinese Words) the 100% equity interest in Hong Kong Donggang
       (Jinzhou) Investment Company Limited (Chinese Words) ('Donggang Investment') at a consideration of RMB1.82
       billion (including a cash consideration of RMB1.287 billion and the assumption of RMB533.1 million in
       liabilities), thereby obtaining the 55% effective equity interests in Jinzhou Donggang Power Company Limited
       ('Donggang Power'); and the secretary to the Board is granted a mandate to conduct relevant disclosure
       procedures in accordance with the listing rules of the Shanghai Stock Exchange and The Stock Exchange of Hong
       Kong Limited.
       Jiangsheng Group is a foreign company incorporated in Cayman Islands. Donggang Investment is a wholly-owned
       subsidiary of Jiangsheng Group incorporated in Cayman Islands, and it is a special purpose vehicle established
       for the purpose of forming the joint venture of Donggang Power. Donggang Power is a company jointly established
       by Northeast Electric Power Group Corporation and Donggang Investment with the former contributing the
       production assets of the original Jinzhou Power Plant. Donggang Investment and Liaoning Electric Power Company
       Limited (entrusted) hold 55% and 45%, respectively of the shares in Donggang Power. Donggang Power currently
       operates six 200MW coal-fired generation units and the average operating age of the generation units is below 20
       years. The generation units are currently operating in good order. As at 31 December 2006, the total assets of
       Donggang Power amounted to RMB1.6794 billion, among which current assets amounted to RMB759.4 million and the
       net fixed assets amounted to RMB911.3 million. Total liability amounted to RMB987.9 million, and the total
       equity attributable to equity holders amounted to RMB691.5 million. The profit after tax was RMB195.1 million.
       Through the acquisition of the 100% equity interests in Donggang Investment by Datang Hong Kong, the Company
       obtained the 55% effective equity interests in Donggang Power and this will help the Company to expand its scope
       of business and realise substantial development of the Company. As at present, the price for building a 200MW
       generation unit is approximately RMB4,500 to RMB5,000 per kW. At a consideration of RMB1.287 billion, Datang
       Hong Kong managed to acquire the 55% effective equity interests in Donggang Power at a price of RMB2,760 per kW
       and accordingly allowed the Company to indirectly control and operate a power plant of 1,000 MW - level.
       Accordingly, the consideration is reasonable.
9.     The 'Order of Meeting for the General Meeting of Datang International Power Generation Co., Ltd.' was considered
       and approved, and the same be submitted to the 2006 annual general meeting for consideration.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
       The 'Order of Meeting for the General Meeting' of the Company primarily stipulates on various matters for the
       ordinary meeting and the extraordinary meeting of the general meetings of the Company: the procedures for
       resolution proposal; the convocation and convocation procedures of the general meetings; issues regarding the
       voting on, and announcement of, resolutions; issues regarding the upkeeping of meeting minutes; and stipulating
       that the matters in relation to guarantees shall be submitted to the general meeting for approval, and so forth.
10.    The 'Order of the Board Meeting of Datang International Power Generation Co., Ltd.' was considered and approved,
       and the same be submitted to the 2006 annual general meeting for consideration.
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
       The 'Order of the Board Meeting' of the Company primarily stipulates on various matters for the ordinary meeting
       and the extraordinary meeting of the Board: the procedures for resolution proposal; the convocation and
       convocation procedures of the Board meetings; issues regarding the voting on, and announcement of, resolutions;
       issues regarding the upkeeping of meeting minutes, the power of the independent directors, and so forth.
11.    The 'Proposed Remuneration for the Sixth Session of Independent Non-executive Directors and Meeting Attendance
       Fees for Directors and Supervisory Committee' was considered and approved, and the same be submitted to the 2006
       annual general meeting for consideration
       Voting results: 15 voted in favour, 0 voted against and 0 abstained.
       The remuneration committee of the Board proposed a one-off annual remuneration of RMB60,000 for each of the
       sixth session independent non-executive director  of the Company.
       The Board of the Company will convene the 2006 annual general meeting before 30 June 2007. The afore-mentioned
       resolutions No.1, 2, 3, 4, 7, 9, 10, 11 shall be submitted to the 2006 annual general meeting for consideration.
       The 'Order of Meeting for the General Meeting of Datang International Power Generation Co., Ltd.', the 'Order of
       the Board Meeting of Datang International Power Generation Co., Ltd.' and the 'Order of Meeting for the
       Supervisory Committee of Datang International Power Generation Co., Ltd.' will be published simultaneously with
       the notice of the 2006 annual general meeting. As the exact time for convening the annual general meeting has
       not been confirmed, the Board authorises the secretary to the Board to publish the relevant notice of the annual
       general meeting, in accordance with the confirmed time and content, when appropriate.


                                                                                 The Board
                                                              Datang International Power Generation Co., Ltd.



Beijing, the PRC, 30 March 2007



As at the date of this announcement, the Directors of the Company are:



Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Tong
Yunshang, Xie Songlin*, Xu Daping*, Liu Chaoan*, Yu Changchun* and Xia Qing*



*  Independent non-executive Directors




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