Announcement on Resolutions of The Board of Dir...

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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 13.10B 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 twenty-third meeting (the "Meeting") of the eighth session of the Board of Datang International Power Generation Co., Ltd. (the "Company") was held at the meeting room of 2/F, The Westin Beijing Financial Street, 9B Financial Street, Xicheng District, Beijing at 10:30 a.m. on 25 June 2015 (Thursday). The written notice of the Meeting was dispatched to all Directors on 15 June 2015. There were 15 Directors eligible for attending the Meeting and 12 of them attended the Meeting. Director Liang Yongpan, Director Zhou Gang and Director Dong Heyi were unable to attend the Meeting in person due to business engagement, and they had authorised Director Hu Shengmu, Director Wu Jing and Director Zhao Jie to attend the Meeting, respectively, 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. Three supervisors of the Company were present at the Meeting. Mr. Chen Jinhang, the chairman of the Company, presided over the Meeting. The following resolutions were approved unanimously by the attending Directors and their authorised proxies by show of hands at the Meeting:

1. The "Resolution on the Provision of Entrusted Loans to Certain Subsidiaries" was considered and approved

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

(1) Agreed that the Company or its subsidiaries to enter into entrusted loans agreement with Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company") to provide entrusted loans, with an amount of no more than RMB4 billion, to Duolun Coal Chemical Company through external commercial banks or China Datang Group Finance Co., Ltd. ("Datang Finance Company") for the main purposes of replacing due borrowings, repayment of principal and interests, and replenishment of liquid capital of Duolun Coal Chemical Company;

(2) Agreed that the Company or its subsidiaries to provide entrusted loan, with an amount of no more than RMB2 billion in aggregate, to Inner Mongolia Datang International Xilinhaote Mining Company Limited ("Xilinhaote Mining Company") through external commercial banks or Datang Finance Company for the main purposes of replacing due borrowings and conducting other significant matters by Xilinhaote Mining Company;

(3) The Directors (including the 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;

(4) Duolun Coal Chemical Company and Xilinhaote Mining Company are connected persons of the Company pursuant to the Listing Rules. The abovementioned entrusted loans constitute connected transactions of the Company. Pursuant to the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (the "Shanghai Listing Rules"), connected Directors have abstained from voting for this resolution.

The Company will issue a separate announcement after the relevant agreement is entered into.

2. The "Resolution on the Purchase of Coal from Datang Electric Power Fuel Company Limited by Jiangxi Datang International Xinyu Power Generation Company Limited" was considered and approved

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

(1) Agreed that Jiangxi Datang International Xinyu Power Generation Company Limited ("Xinyu Power Generation Company"), a wholly-owned subsidiary of the Company, to enter into the "Coal Sale and Purchase Agreement" with Datang Electric Power Fuel Company Limited, a wholly-owned subsidiary of China Datang Corporation, for a term commencing from 1 June 2015 to 31 December 2015;

(2) Agreed that during the term of the agreement, Xinyu Power Generation Company would purchase coal for production purpose from Datang Electric Power Fuel Company Limited, with an aggregate transaction amount of approximately RMB50 million (the cap);

(3) The Directors (including the 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;

(4) Datang Electric Power Fuel Company Limited is a connected person of the Company pursuant to the Listing Rules. The abovementioned matters constitute continuing connected transactions of the Company. Pursuant to the Shanghai Listing Rules, connected Directors have abstained from voting for this resolution.

The Company will issue a separate announcement after the relevant agreement is entered into.

3. The "Resolution on the Adjustments of Independent Directors of the Company" was considered and approved

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

(1) Agreed that Mr. Luo Zhongwei, Mr. Liu Huangsong and Mr. Jiang Fuxiu to hold the office as Independent Directors of the eighth session of the Board and these adjustments of Directors will be proposed to the general meeting for shareholders' consideration and approval. If elected, their terms of office will commence from the date of approval by the shareholders at the general meeting and end upon the expiration of the term of the eighth session of the Board (i.e. 30 June 2016);

(2) Agreed that Mr. Dong Heyi, Mr. Ye Yansheng and Ms. Zhao Jie will cease to hold the office as Independent Directors of the Company, effective from the date of approval by the shareholders at the general meeting;

Each of Mr. Dong Heyi, Mr. Ye Yansheng and Ms. Zhao Jie has confirmed that he/she has no disagreement with the Board and there are no other matters relating to his/her resignation that need to be brought to the attention of the shareholders of the Company. As to their resignations as a Director of the Company, there are no other matters that need to be brought to the attention of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited and the shareholders of the Company;

(3) The Board is highly satisfied with the contribution made by Mr. Dong Heyi, Mr. Ye Yansheng and Ms. Zhao Jie during their tenure of office as Directors, and would like to express its sincere gratitude to Mr. Dong Heyi, Mr. Ye Yansheng and Ms. Zhao Jie's for their valuable contribution towards the development of the Company over the years.

The Independent Directors are of the view that the proposed appointment and resignation of Directors of the Company, as well as the nomination processes are in compliance with relevant laws and rules such as Company Law and the Articles of Association; and the nominees possess relevant professional knowledge and relevant policy monitoring and coordination capabilities; and the qualification of the nominees is in compliance with relevant laws and rules such as the Company Law and the Articles of Association.

Declarations of the nominators of the Independent Directors and candidates of the Independent Directors have been disclosed on the website of the Shanghai Stock Exchange (http://www.sse.com.cn) on the same day.

Please refer to the note for details of the biography of the three candidates of Directors set out above.

As the abovementioned resolutions numbered 1 and 3 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, 25 June 2015

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

Note:

Biography of Mr. Luo Zhongwei

Mr. Luo, aged 59, a Doctor of Economics. Mr. Luo is currently a researcher of the Institute of Industrial Economics of Chinese Academy of Social Sciences, a professor and doctoral supervisor of the Graduate School of Chinese Academy of Social Sciences and the chief analyst of the Innovation Engineering Project of Chinese Academy of Social Sciences. He is also the director of Small and Medium-sized Enterprises Research Centre under Chinese Academy of Social Sciences, a legislative consultant to the Law on Promotion of Small and Medium-sized Enterprises for the National People's Congress, a member of the Investment Advisory Committee of the Investment Association of China, a member of the Management Modernisation Working Committee of China Enterprise Confederation, as well as a scholar and tutor of the "Light of the West" Scheme under the Organization Department of the Communist Party of China. Mr. Luo served as an independent director of Zhejiang China Commodities City Group Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600415) and Sichuan Langsha Holding Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600137). Mr. Luo has long term engagement in research on industry and corporate strategies, corporate management, promotion and policy of small and medium-sized enterprises, development and reform of state-owned enterprises. He has extensive experience in strategic planning for corporate development and corporate management.

Biography of Mr. Liu Huangsong

Mr. Liu, aged 47, a Master of Science and a Doctor of Economics from Fudan University. Mr. Liu is currently the chief economist of Hengdeli Holdings Limited and the deputy director of the Center for Securities Studies of Fudan University. Mr. Liu served as deputy section chief and officer of Shanghai Municipal Bureau of Statistics and director of the Bureau's Statistics and Industry Development Center, the general manager of the investment planning department, the general manager of the development and research department and a supervisor of China Worldbest Group, the vice general manager of a listed company under the group and the assistant to the group president, the director, researching professor and doctoral supervisor of Research Centre for Economic Prosperity of Shanghai Academy of Social Sciences, as well as the independent director of Hengdeli Holdings Limited, Shanghai Prime Machinery Company Limited (a company listed on the Hong Kong Stock Exchange, stock code: 02345), Jingwei Textile Machinery Co., Ltd. (a company listed on the Hong Kong Stock Exchange, stock code: 00350) and Changan Fund Management Co., Ltd. Mr. Liu was the recipient of the "Enlightening Scholar" in Shanghai, and he also received the Zhang Zhongli Awards for Academic Achievement and the Shanghai Philosophical and Social Science Award. Mr. Liu has long term engagement in research in economics and has extensive experience in economic operation and corporate management. Mr. Liu is currently the independent director of Shanghai Xinhua Media Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600825), Shanghai Zijiang Enterprise Group Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600210) and Changan International Trust Co., Ltd.

Biography of Mr. Jiang Fuxiu

Mr. Jiang, aged 46, a Doctor of Economics and a Postdoctoral Scholar in Management (Accounting). Mr. Jiang is currently the director, professor and doctoral supervisor of the Finance Department of the School of Business of Renmin University of China. He was also shortlisted as a candidate for the New Century Excellent Talent Support Plan of the Ministry of Education in 2010. Mr. Jiang supervised a number of key projects and general projects under the National Natural Science Foundation, and published tens of articles on national and international academic journals. He was consulted for aspects including financial development, strategic planning, restructuring proposal and salary incentive by various large-scale domestic companies and listed companies. Mr. Jiang has long term engagement in research in economics and has extensive experience in corporate governance and financial management. Mr. Jiang is currently the independent director of four listed companies on the Shanghai Stock Exchange, namely Yantai Longyuan Power Technology Co., Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 300105), Beijing UTour International Travel Service Co.,Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 002707), Lancy Co., Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 002612) and Shandong Qixing Iron Tower Co., Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 002359).