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 13.10(B) of the Rules Governing the 
Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong 
Limited (the "Hong Kong Stock Exchange").                                      

The fifteenth meeting (the "Meeting") of the eighth session of the Board of
Datang International Power Generation Co., Ltd. (the "Company" or "Datang
International") was held on site on 30 October 2014 (Thursday). There were 15
Directors eligible for attending the Meeting and 12 of them attended the
Meeting. Directors Mr. Chen Jinhang, Mr. Liang Yongpan and Mr. Jiang Guohua
were unable to attend the Meeting in person due to business engagements, and
they had authorised Directors Mr. Hu Shengmu, Mr. Hu Shengmu and Ms. Zhao Jie,
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"). The following resolutions were approved
unanimously at the Meeting:

1. The "Explanation of the 2014 Third Quarterly Report" was considered and
   approved.

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

   Agreed the Company to publish the "2014 Third Quarterly Report".

2. The "Resolution on the Adoption of New Accounting Standards to Adjust the
   Opening Balance of the Period" was considered and approved.

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

   (1) The Board was of the view that the adoption of the new accounting standards
       by the Company to adjust the opening balance of the period pursuant to the
       relevant documentary requirements of the Ministry of Finance is reasonable.
       The procedures for decision making comply with the requirements of relevant
       laws and regulations as well as the Articles of Association, without
       prejudice over the interests of the Company and the shareholders. It was
       agreed to make these changes on accounting policies and adjustments on
       financial information.
   
   (2) Independent Directors were of the view that the changes on accounting
       policies and adjustments on financial information of the Company pursuant
       to the relevant regulations and request of the Ministry of Finance is able
       to ensure the Company's accounting policies to be consistent with the
       relevant regulations of the Ministry of Finance, China Securities
       Regulatory Commission and the Shanghai Stock Exchange. The changes could
       objectively and fairly reflect the Company's financial condition and
       operating results and are in the interests of the Company and the
       shareholders. The decision-making procedures for the adoption of the new
       accounting standards by the Company to adjust the opening balance of the
       period comply with relevant laws and regulations as well as the Articles of
       Association, without prejudice over the interests of the Company and the
       minority shareholders.
   
3. The "Resolution on the Provision of Entrusted Loans to Certain Subsidiaries"
   was considered and passed.

   Voting results: 12 voted in favour, 0 voted against and 3 abstained.

   (1) Agreed to ratify the provision of entrusted loan of RMB3,402 million to
       Inner Mongolia Datang International Renewable Energy Resource Development
       Company Limited ("Renewable Resource Company") by the Company and its
       subsidiaries through China Datang Finance Co., Ltd. ("Datang Finance
       Company") during the period from 16 December 2013 to 28 September 2014;
   
   (2) Agreed the Company or its subsidiaries to provide entrusted loan in
       tranches, with an amount of no more than RMB850 million in aggregate, to
       Renewable Resource Company through Datang Finance Company for Renewable
       Resource Company to replace due borrowings;
   
   (3) Agreed the Company or its subsidiaries to provide entrusted loan in
       tranches, with an amount of no more than RMB1,000 million in aggregate, to
       Inner Mongolia Datang International Xilinhaote Mining Company Limited
       ("Xilinhaote Mining Company") through Datang Finance Company for Xilinhaote
       Mining Company mainly to replace due borrowings;
   
   (4) The Directors (including independent Directors) were of the view that the
       abovementioned transactions were conducted on normal commercial terms and
       in the ordinary course of business of the Company, and were fair,
       reasonable and in the interests of the shareholders of the Company as a
       whole;
   
   (5) Renewable Resource Company and Xilinhaote Mining Company are connected
       persons of the Company pursuant to Listing Rules. The abovementioned
       provision of entrusted loans constitutes connected transactions of the
       Company and connected Directors, namely Chen Jinhang, Hu Shengmu and Liang
       Yongpan, have abstained from voting for the resolution pursuant to the
       Rules Governing the Listing of Securities on the Shanghai Stock Exchange
       ("Shanghai Listing Rules");
   
   (6) Agreed to submit the abovementioned entrusted loans matter to the general
       meeting for shareholders' consideration and approval.
   
   For details of the abovementioned provision of entrusted loans, please refer to
   the Company's announcement published on the same day.

4. The "Resolution on the Provision of Counter-Guarantee for the Issuance of
   Corporate Bonds" was considered and approved.

   Voting results: 12 voted in favour, 0 voted against and 3 avoided abstained.

   (1) Given that the guarantee given by China Datang Corporation ("CDC"), the
       controlling shareholder of the Company, in respect of the Company's recent
       proposed issuance of RMB3 billion corporate bonds (the "Corporate Bonds")
       has exceeded its actual shareholding proportion in the Company, it was
       agreed that the Company shall issue a counter guarantee letter in favour of
       CDC for the exceeded guarantee portion. The principal of the
       counter-guarantee amounted to approximately RMB1.959 billion;
   
   (2) The Directors (including independent Directors) were of the view that the
       issuance of Corporate Bonds has been approved by the general meeting of the
       Company and regulatory institutions and the provision of counter-guarantee
       for the issuance of Corporate Bonds was conducted on normal commercial
       terms and in the ordinary course of business of the Company, and was fair,
       reasonable and in the interests of the shareholders of the Company as a
       whole;
   
   (3) CDC is a connected person of the Company pursuant to the Listing Rules and
       Shanghai Listing Rules. The abovementioned provision of counter-guarantee
       constitutes a connected transaction of the Company and connected Directors,
       namely Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from
       voting for the resolution pursuant to the Shanghai Listing Rules;
   
   (4) Agreed to submit this counter-guarantee matter to the general meeting for
       shareholders' consideration and approval.
   
   For details of the abovementioned counter-guarantee letter, please refer to the
   Company's announcement published on the same day.

5. The "Resolution on the Increase in the Tendering Amount of Datang
   International and its Subsidiaries for Technological Transformation Projects" 
   was considered and approved.

   Voting results: 12 voted in favour, 0 voted against and 3 abstained.

   (1) Agreed the Company to continue to arrange tendering work for technological
       transformation projects in accordance with its production and operation
       plans, and increase the tendering amount for technological transformation
       projects from RMB600 million to RMB1.2 billion for the year 2014 and the
       increased amount is RMB600 million;
   
   (2) Agreed that if Datang Technology Industry Company Limited ("Datang
       Technology Industry Company"), one of CDC's subsidiaries, and its
       subsidiaries win the bid in the proposed tendering process, the Company and
       its subsidiaries would enter into relevant agreements with Datang
       Technology Industry Company and its subsidiaries, and perform relevant
       disclosure procedures as required;
   
   (3) The Directors (including independent Directors) were of the view that the
       abovementioned transaction would fulfill the public bidding procedures and
       was conducted on normal commercial terms and in the ordinary course of
       business of the Company, and was fair, reasonable and in the interests of
       the shareholders of the Company as a whole;
   
   (4) Datang Technology Industry Company and its subsidiaries are connected
       persons of the Company pursuant to the Listing Rules and Shanghai Listing
       Rules. The abovementioned matter constitutes a connected transaction of the
       Company and connected Directors, namely Chen Jinhang, Hu Shengmu and Liang
       Yongpan, have abstained from voting for the resolution pursuant to the
       Shanghai Listing Rules.
   
6. The "Resolution on the Increase in the Registered Capital and the Adjustment
   of Capital Contribution Proportion in China Datang Finance Co., Ltd." was
   considered and approved.

   Voting results: 12 voted in favour, 0 voted against and 3 abstained.

   (1) Agreed the increase in capital contribution to Datang Finance Company
       amounted to RMB173,974,839.97;
   
   (2) Upon the completion of increase in capital contribution, the contribution
       amount to Datang Finance Company by the Company will increase from
       RMB600,000,000 to RMB773,974,839.97, while its shareholding proportion as
       held will decrease from 20% to 15.8931%;
   
   (3) The Directors (including independent Directors) were of the view that the
       abovementioned transaction was conducted on normal commercial terms and in
       the ordinary course of business of the Company, and was fair, reasonable
       and in the interests of the shareholders of the Company as a whole;
   
   (4) CDC and Datang Finance Company are connected persons of the Company
       pursuant to the Listing Rules and Shanghai Listing Rules. The
       abovementioned matter constitutes a connected transaction of the Company
       and connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan,
       have abstained from voting for the resolution pursuant to the Shanghai
       Listing Rules.
   
   The Company will issue a separate announcement after entering into the relevant
   agreement.

As the abovementioned resolutions numbered 3 and 4 shall be submitted to the
general meeting for shareholders' consideration and approval, the Company will
issue a notice of the relevant general meeting in due course.

                                                       By Order of the Board
                                                            Zhou Gang
                                                      Secretary to the Board

Beijing, the PRC, 30 October 2014

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

Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin,
Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,
Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu*

* Independent non-executive Directors