Resolutions of 2015 2nd EGM & Change 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)

ANNOUNCEMENT

RESOLUTIONS PASSED AT THE

2015 SECOND EXTRAORDINARY GENERAL MEETING

AND

CHANGE OF DIRECTORS

Datang International Power Generation Co., Ltd. (the "Company") held its 2015 second extraordinary general meeting (the "EGM") at  Summer Room of 2/F, The Westin Beijing Financial Street, No. 9B Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 14 August 2015 (Friday) at 9:30 a.m. The convening of the EGM complied with the requirements of the Company Law of the PRC and the articles of association of the Company.

As at the date of the EGM, the total number of issued shares of the Company entitling the holders to attend the EGM, other than ordinary resolution numbered (1), to vote for or against all of the proposed resolutions were 13,310,037,578 shares (the "Shares"). Shareholders of the Company or their authorised proxies, who attended the EGM or did the online voting, represented an aggregate of 9,076,363,268 voting shares or approximately 68.19% of the total issued shares of the Company. Mr. Wu Jing, the Vice-Chairman of the Board of the Directors (the "Board") of the Company, presided over the EGM.

China Datang Corporation and its associates, as at the date of the EGM, which hold an aggregate of 4,260,977,414 Shares with voting right and represent approximately 46.95% % of the issued Shares of the Company with voting right, were required to and did, abstain from voting on ordinary resolution numbered (1).

The following resolutions were passed at the EGM by way of poll:

ORDINARY RESOLUTIONS		Number of Shares		Passing Rate (%)
		FOR	AGAINST
1.	To  consider  and  approve  the  "Resolution  on  the  Provision  of Entrusted Loans to Certain Subsidiaries"	——	——	——
	(1)     Provision of entrusted loan to Duolun Coal Chemical Company	4,157,162,683	658,200,571	86.33124
	(2)     Provision of entrusted loan to Xilinhaote Mining Company	4,157,162,683	658,200,571	86.33124
2.	To  consider  and  approve  the  "Resolution  on  the  Adjustments of Independent Directors of the Company"	——	——	——
	(1)     Mr. Luo Zhongwei to hold the office as an Independent non-executive Director of the eighth session of the Board (Note 4)	9,076,196,168	163,200	99.99820
	(2)     Mr. Liu Huangsong to hold the office as an Independent non-executive Director of the eighth session of the Board (Note 4)	9,076,199,168	160,200	99.99820
	(3)     Mr.  Jiang  Fuxiu  to  hold  the  office  as  an  Independent  non-executive Director of the eighth session of the Board (Note 4)	9,074,987,209	1,372,159	99.98488
	(4)     Mr. Dong Heyi to cease to hold the office as a Non-executive Director of the eighth session of the Board (Note 4)	9,076,334,168	25,200	99.99972
	(5)     Mr. Ye Yansheng to cease to hold the office as a Non-executive Director of the eighth session of the Board (Note 4)	9,076,334,168	25,200	99.99972
	(6)     Ms.  Zhao  Jie  to  cease  to  hold  the  office  as  a  Non-executive Director of the eighth session of the Board (Note 4)	9,076,334,168	25,200	99.99972

Notes:

1. Unless the context states otherwise, capitalised terms used in this announcement shall have the same meanings as defined in the Notice of 2015 Second Extraordinary General Meeting dated 29 June 2015.

2. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as the scrutineer for the vote-takings of all resolutions at the EGM.

3. Save as disclosed above, none of the shareholders of the Company who were entitled to attend the EGM had to vote only against on any of the resolutions at the EGM. There were no Shares entitling the holder to attend the EGM and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules of the Hong Kong Exchange and Clearing Limited ("Hong Kong Stock Exchange").

4. Mr. Dong Heyi, Mr. Ye Yansheng and Ms. Zhao Jie ceased to hold the office as non-executive directors of the Company with effect from 14 August 2015 as a result of work adjustment. Mr. Dong Heyi, Mr. Ye Yansheng and Ms. Zhao Jie have confirmed that they have no disagreement with the Board and there are no matters relating to their resignation as directors of the Company that need to be brought to the attention of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the shareholders.

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 Bachelor of Science, 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 Shenzhen 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).

The term of office of the above directors commences from 14 August 2015 to the expiration of the term of the eighth session of the Board (i.e. 30 June 2016). Each of the above directors is entitled to the annual remuneration of RMB100,000 (after tax), by being an independent non-executive director as set out in the Allowance Policy for Directors of the Eighth Session of the Board considered and approved by the Company in the third EGM in 2013. As at the date of this announcement, the above directors do not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. They have not been subjected to any public sanctions by statutory or regulatory authority.

Save as disclosed above, the above directors have not held any directorships in any public listed companies in the past three years and have no relationship with any directors, senior management, substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities (the "Listing Rules") on the Hong Kong Stock Exchange). Save as disclosed above, there are no other matters concerning the appointment of the above directors that need to be brought to the attention of the shareholders and the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

By Order of the Board  
Zhou Gang        
Secretary to the Board

Beijing, the PRC, 14 August 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, 
Jiang Guohua*, Feng Genfu*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*

* Independent non-executive directors