Announcement on Resolutions of the Board of Dir...

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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-eighth 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 20
August 2012 (Monday). The written notice of the Meeting was dispatched to all
Directors on 9 August 2012. There were 15 Directors eligible for attending the
Meeting and 12 of them attended the Meeting. Directors Mr. Guan Tiangang, 
Mr. Li Gengsheng and Mr. Zhao Zunlian were unable to attend the Meeting in person
due to business engagements, and had authorised Directors Mr. Liu Haixia,
Mr. Zhou Gang and Mr. Li Yanmeng, respectively, to attend the Meeting and vote on
their behalf. 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. Four supervisors of the Company were present at the Meeting. 
Mr. Liu Shunda, the 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 "Explanation on the Disclosure of 2012 Interim Results" was considered and
   approved.

   Voting results: 15 voted in favour, 0 voted against and 0 abstained

   (1) The Board approved the content of the 2012 interim report, the summary 
       of the interim report and the results announcement (draft) ("2012 Interim 
       Results") of the Company.

2. The "Resolution on the Provision of Guarantees for the Financing of Certain 
   Holding Companies of Datang International" 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 Gansu Datang
       International Liancheng Power Generation Company Limited ("Liancheng Power
       Generation Company"), covering the full amount of Liancheng Power
       Generation Company's financing based on its actual needs. The guarantee
       amount shall not exceed RMB450 million and the financing shall be used for
       the replacement of due loans and the replenishment of working capital;
   
   (2) The Board approved the Company to provide a guarantee to Liaoning Datang
       International Dalian Wind Power Company Limited ("Dalian Wind Power 
       Company"), covering the full amount of Dalian Wind Power Company's financing 
       based on its actual needs. The guarantee amount shall not exceed RMB300 
       million and the financing shall be used for the construction of the Antai 
       Wind Power Generation Project;

   (3) Pursuant to the Listing Rules of the Shanghai Stock Exchange, the provision
       of guarantees to Liancheng Power Generation Company and Dalian Wind Power
       Company 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.

3. The "Resolution on the Adjustments of Members of the Specialised Committees
   of the Board of the Company" was considered and approved.

   Voting results: 15 voted in favour, 0 voted against and 0 abstained

   (1) The Board approved the replacement of Mr. Su Tiegang by Mr. Mi Dabin as a
       committee member of the Strategic Development and Risk Control Committee
       ("Strategic Committee");
   
   (2) After the adjustment, the Strategic Committee still comprises of 8
       Directors:
   
       Convenor: Li Yanmeng (Independent Director)

       Members: Cao Jingshan, Fang Qinghai, Li Gengsheng, Liu Haixia, Mi Dabin, 
       Zhao Zunlian (Independent Director), Zhao Jie (Independent Director)

4. The "Resolution on the Transfer of 100% equity interest of Chongqing Yuneng 
   Industrial Group Company Limited" was considered and approved.

   Voting results: 15 voted in favour, 0 voted against and 0 abstained

   (1) The Board approved that Yuneng (Group) Company Limited ("Yuneng Group"),
       Chongqing Dingtai Energy (Group) Company Limited ("Chongqing Dingtai") and
       Chongqing Tuoyuan Industrial Company Limited ("Chongqing Tuoyuan"),
       wholly-owned subsidiaries of the Company, would transfer their entire
       equity interest in Chongqing Yuneng Industrial (Group) Company Limited
       ("Yuneng Industrial Company") by way of tender on the equity exchange;
   
   (2) The Board proposed that the initial quoted transfer price for the equity
       interest shall be determined based on the valuation value which was already
       filed for the record, which means the transfer price for the entire equity
       interest is RMB538.5892 million. Accordingly, the transfer price for the
       40.83% equity interest in Yuneng Industrial Company held by Yuneng Group
       shall be RMB219.9059 million; the transfer price for the 30% equity
       interest in Yuneng Industrial held by Chongqing Dingtai shall be
       RMB161.5768 million; and the transfer price for the 29.17% equity interest
       in Yuneng Industrial held by Chongqing Tuoyuan shall be RMB157.1065
       million;
   
   (3) The Board authorized the legal representatives of Yuneng Group, Chongqing
       Dingtai and Chongqing Tuoyuan to sign the legal documents related to the
       tender, and perform the procedures for the transfer under the tender on the
       equity exchange pursuant to the relevant rules of the equity exchange;
   
   (4) If only one interested transferee is solicited during the term of the
       tender announcement, the transferor shall enter into relevant equity
       transfer agreement and carry out the transfer pursuant to the relevant
       rules of the equity exchange;
   
   (5) If two or more interested transferees are solicited during the term of the
       tender announcement, the ultimate transferee shall be determined by way of
       tender, and the relevant equity transfer agreement shall be entered into
       and the transfer be carried out.
   
   Since the aforesaid resolution on the provision of guarantees for the financing
   of Liancheng Power Generation Company and Dalian Wind Power Company is required
   to be submitted to the general meeting of the Company for shareholders'
   consideration and approval, the Board has authorised the Secretary to the Board
   to release a notice of the general meeting in due course based on the confirmed
   date and details of the meeting.

                                                        By Order of the Board  
                                                              Zhou Gang        
                                                        Secretary to the Board 

Beijing, the PRC, 20 August 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, Mi Dabin , Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, 
Li Hengyuan*, Zhao Jie*, Jiang Guohua*

* Independent non-executive Directors