Announcement on Resolutions of the Board of Dir...

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-ninth meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held by way of written correspondence on 27 September 2012 (Thursday). 15 Directors were eligible to attend the Meeting and all of them attended the Meeting. The Meeting was held in compliance with the provisions stipulated in the Company Law of the People's Republic of China and the Articles of Association of Datang International Power Generation Co., Ltd. (the "Article of Association"). The "Resolution on the Implementation of Desulfurization Franchising by a Coal-fired Power Plant of the Company" was considered and approved at the Meeting. Flue gas desulfurization franchising in coal-fired power plant is a major initiative of the PRC for increasing its effort on energy conservation and emission reduction. The National Development and Reform Commission and State Environment Protection Administration jointly promulgated the "Notice of Implementation of Pilot Plan of Flue Gas Desulfurization Franchising in Coal-fired Power Plant" (the "Notice") (Fa Gai Ban Huan Zi (2007) No. 1570). The Notice urges the implementation of pilot plan of flue gas desulfurization franchising in coal-fired power plant in the power plants of the five largest power generation groups. Flue gas desulfurization franchising in coal-fired power plant refers to: With the assistance of relevant government authorities in organization and coordination, coal-fired power plant will grant the specialized desulfurization companies with the income right formed by the desulfurization tariffs and the desulfurization-related preferential policies introduced by the PRC government by way of contractual arrangements. The responsibilities of investment, construction, operation, maintenance and day-to-day management activities with respect to the desulfurization facilities will be borne by the specialized desulfurization companies. Moreover, the specialized desulfurization companies will complete the desulfurization tasks stipulated in the contract. In early 2008, Inner Mongolia Datang International Tuoketuo Power Generation Co., Ltd., a controlled subsidiary of the Company, was selected as the pilot unit to implement desulfurization facilities franchising, and achieved satisfactory results. To further implement the principle of the Notice, the Company intends to continue the full implementation of desulfurization franchising by its coal-fired power generating units. The implementation of desulfurization franchising can effectively revitalize the desulfurization stock assets of the Company and the proceeds of transferring the desulfurization assets will be able to fund the construction and operation of the enterprise, repay or replace new bank loans, and effectively ease the financial pressure of the Company, reduce the Company's asset-to-liability ratio, and decrease financial expenses, thereby enhancing the profitability and the capacity of sustainable development of the Company. As the controlling shareholder of the Company, China Datang Corporation also has controlled subsidiaries which are qualified to carry out desulfurization franchising and possess the relevant expertise and operational and management standards to take on and operate desulfurization franchising assets. The aforementioned companies also have opportunities to become the implementation units of desulfurization franchising of the Company. As such, there may be connected transactions involved during the implementation process. Resolutions of the Board of the Company are specified as follows: 1. The "Resolution on the Implementation of Desulfurization Franchising by a Coal-fired Power Plant of the Company" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved the Company to commence the implementation of desulfurization franchising work of its coal-fired power plant through different phases according to the Company's overall planning; (2) The Board approved each relevant subsidiary involved to engage qualified auditors and evaluation institutions to conduct special audits and evaluations on the relevant desulfurization assets, issue formal audit and evaluation reports, and file with the State-owned Assets Supervision and Administration Commission; (3) The Board approved the consolidation of the audited book value and evaluated value of the desulfurization assets. The transfer price of the final assets of the desulfurization franchising shall not, in principle, be less than the evaluated value and not less than the book value of the desulfurization assets; (4) The Board approved the franchising units to enjoy desulfurization tariffs and the relevant preferential policies of the PRC, and the compensation to each relevant power generation company for the costs incurred for desulfurization, such as water, electricity and gas, in accordance with the relevant requirements on desulfurization franchising in the PRC; (5) The Board approved the implementation of specific proposals on desulfurization franchising by the relevant subsidiaries after obtaining approval in the respective general meetings of shareholders of such subsidiaries, on the basis of the completion of audits, evaluations and necessary preparation works; (6) The Board authorized the operation management of the Company to consider the specific proposals on desulfurization franchising of the related wholly-owned subsidiaries and implement them upon completion of the internal approval process; (7) The Board approved, in principle, the completion of all the desulfurization franchising work within 12 months after the approval of this resolution by the Board of the Company; (8) If there is any major adjustments in the determination of the transfer price of the desulfurization assets and the major settlement principles on the franchising throughout the implementation process of the specific proposal, the specific proposal on desulfurization franchising shall be submitted to the Board (and/or the general meeting of shareholders) for consideration and approval; (9) The Directors (including the independent Directors) are of the view that the implementation of desulfurization franchising is in compliance with the national environmental policies, and is favourable to the improvement of the economic indicators of power generation companies and the enhancement of the operational and management standards of desulfurization facilities. This transaction will be carried out in the ordinary course of business of the Company on normal commercial terms, and is fair, reasonable and in the interests of the Company and its shareholders as a whole; (10) As the implementation process of the above proposal may involve connected transactions, the relevant Directors of China Datang Corporation have abstained from voting. The Company will issue a separate announcement in accordance with the requirements of the Listing Rules after the signing of the agreement(s) in relation to the above transaction. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 27 September 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
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