Announcement on Resolutions of BOD

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 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The twenty-fifth meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held at the meeting room on the 5/F, InterContinental Hotel, 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 6 June 2012 (Wednesday). The written notice of the Meeting was dispatched to all Directors on 28 May 2012. There were 15 Directors eligible for attending the Meeting and 13 of them attended the Meeting. Directors Mr. Hu Shengmu and Mr. Su Tiegang were unable to attend to the Meeting in person due to business engagements, and had authorised Directors Mr. Fang Qinghai and Mr. Ye Yonghui, respectively, to attend the Meeting and vote on their behalves. The Meeting was held 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. Three supervisors of the Company were present at the Meeting. Mr. Liu Shunda, Chairman of the Company, presided over the Meeting. The following resolutions were approved unanimously by the attending Directors and their authorised proxies by way of voting by show of hands at the Meeting: 1. The "Resolution on the Provision of Guarantees for the Financing of Certain Companies in which Datang International Holds Controlling or Equity Interests" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) The Board approved the Company to provide a guarantee to Chongqing Datang International Pengshui Hydropower Development Co., Ltd. ("PSH"), a controlled subsidiary of the Company, covering the full amount of PSH's financing based on its actual needs. The guarantee amount shall not exceed RMB1.5 billion. The financing shall be primarily used for PSH's payment of compensation for relocation compensation arrangements and replacement of due loans; (2) The Board approved the Company to provide a guarantee to Jiangxi Datang International Wind Power Development Co., Ltd. ("JXWP"), a wholly-owned subsidiary of the Company, covering the full amount of JXWP's financing based on its actual needs. The guarantee amount shall not exceed RMB3,000 million. The financing shall be primarily used for JXWP's construction of the Jishan Wind Power Project; (3) The Board approved the Company to provide a guarantee, in proportion to its shareholding (50%), for the financing of Hebei Yuzhou Energy Multiple Development Co., Ltd. ("YZE"), an associated company of the Company, based on its actual needs. The guarantee amount shall not exceed RMB276.5 million. The financing shall be primarily used for YZE's replacement of due loans and replenishment of working capital; (4) The Board approved the Company to provide a guarantee to Jiangxi Datang International Xinyu Power Generation Co., Ltd. ("XYPG"), a wholly-owned subsidiary of the Company, covering the full amount of XYPG's financing based on its actual needs. The guarantee amount shall not exceed RMB243 million. The financing shall be primarily used for XYPG's replacement of due loans and replenishment of working capital; (5) Pursuant to the Listing Rules of the Shanghai Stock Exchange, the provision of guarantees to PSH and XYPG for their financing shall be submitted to the general meeting of the Company for shareholders' consideration and approval; The Company will issue a separate announcement after the terms of the above-mentioned guarantee agreements are determined. 2. The "Resolution on the Purchase of Coal by Datang International Yuncheng Power Generation Co. from the Fuel Supply Enterprise Owned by CDC" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved Shanxi Datang International Yuncheng Power Generation Co., Ltd. ("YCPG"), a controlled subsidiary of the Company, to enter into "Coal Purchase Framework Agreement" with Datang Power Fuel Co., Ltd. ("DF") and Datang Shaanxi Power Generation Fuel Co., Ltd. ("DSF"), respectively. The term of the contracts is from 1 January 2012 to 31 December 2012; (2) The Board approved that the annual cap for the transaction amount shall be in the total sum of approximately RMB484 million during the term of the Coal Purchase Framework Agreement. (3) Directors (including independent Directors) are of the view that the entering into the Coal Purchase Framework Agreement and the transactions contemplated thereunder were conducted on normal commercial terms during the ordinary course of business of the Company, and that the relevant transactions were fair, reasonable and in the interests of the shareholders of the Company as a whole. Since DF and DSF are the wholly-owned or controlled subsidiaries of China Datang Corporation ("CDC"), the controlling shareholder of the Company, DF and DSF are therefore connected persons of the Company under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"). The above-mentioned transactions constitute continuing connected transactions of the Company. Connected Directors have abstained from voting on this resolution. The Company will issue a separate announcement after the Coal Purchase Framework Agreement is entered into. 3. The "Resolution on Commissioning China National Water Resources & Electric Power Materials & Equipment Co., Ltd. to Carry Out Centralised Procurement of Project Construction Materials" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved the Company to enter into a "Framework Contract for the Procurement of Construction Materials" with China National Water Resources & Electric Power Materials & Equipment Co., Ltd. ("CWEME"). The term of the contract is from 1 June 2012 to 31 December 2012; (2) The Board approved that the Company and its subsidiaries shall carry out centralised procurement of project construction materials through CWEME during the term of the contract. The annual cap of the procurement amount under the agreement is expected to be approximately RMB1.2 billion; (3) Directors (including independent Directors) are of the view that the above-mentioned transaction was conducted on normal commercial terms during the ordinary course of business of the Company, and that the relevant transaction was fair, reasonable and in the interests of the shareholders of the Company as a whole. Since CWEME is a wholly-owned subsidiary of CDC, the controlling shareholder of the Company, CWEME is therefore a connected person of the Company under the Listing Rules. The above-mentioned transaction constitutes continuing connected transactions of the Company. Connected Directors have abstained from voting on this resolution. The Company will issue a separate announcement after an agreement on the relevant transaction is entered into. 4. The "Resolution on Entering into the 'Alternative Power Generation Framework Agreement' with CDC" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved the Company to enter into the "Alternative Power Generation Framework Agreement" with CDC. The term of the agreement is from 1 January 2012 to 31 December 2014; (2) The Board approved that pursuant to the relevant national energy conservation and emissions reduction policies as well as the relevant regulations on alternative electric quantity, the power plants or controlled subsidiaries of the Company shall conduct transactions in relation to alternative electric quantity with the power plants or controlled subsidiaries of CDC during the term of the agreement in accordance with the relevant implementation rules governing alternative electric quantity on the area of the grids where such power plants or controlled subsidiaries are located. The annual cap of the transaction amount is expected to be approximately RMB800 million; (3) Directors (including independent Directors) are of the view that the above-mentioned transaction was conducted on normal commercial terms during the ordinary course of business of the Company, and that the relevant transaction was fair, reasonable and in the interests of the shareholders of the Company as a whole. As CDC is the controlling shareholder of the Company, CDC is therefore a connected person of the Company under the Listing Rules. The above-mentioned transaction constitutes continuing connected transactions of the Company. Connected Directors have abstained from voting on this resolution. The Company will issue a separate announcement after an agreement on the relevant transaction is entered into. 5. The "Resolution on Investment in Constructing the Beijing Gaojing Gas Thermal Power Project" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) The Board approved the Company to invest in the construction of the Beijing Gaojing Gas Thermal Power Project, involving a construction size of three F-grade gas-steam combined cycle back-pressure heating generating units with a total installed capacity of 1,380 MW. It will be directly operated and managed by the Company. (2) The Beijing Gaojing Gas Thermal Power Plant project is expected to involve an investment of approximately RMB5.7 billion. The project capital accounts for 20% of the total investment, representing approximately RMB1,140 million (to be paid by the Company's own funds), while the remaining construction funds will be settled by way of financing. The Beijing Gaojing Gas Thermal Power Plant project is located in the western part of Shijingshan District, Beijing, western side of the Company's Beijing Gaojing Thermal Power Plant. It is expected the project will be completed and commence production by the end of 2013. The electricity and thermal power generated by the project will be primarily used to meet the load demand from the power grids in Beijing and the demand for heating in the Beijing area. The Company is of the view that the investment in the construction of the Beijing Gaojing Gas Thermal Power Project will help optimise the Company's power sources structure, consolidate its development status in the Beijing area and strengthen its profit base. The project is in the interests of the shareholders of the Company as a whole. As the above-mentioned provision of guarantees for the financing of PSH and XYPG shall be submitted to the general meeting for shareholders' consideration and approval, the Board has authorised the Secretary to the Board to issue a notice of the relevant general meeting 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, 6 June 2012 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
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