Resolutions of Board of Direc

RNS Number : 5289Y

Datang Intl Power Generation Co Ld

08 July 2008

(a sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 991)

OVERSEAS REGULATORY ANNOUNCEMENT

ANNOUNCEMENT ON RESOLUTIONS

OF THE BOARD OF DIRECTORS

Special Notices:

The Company and all members of the Board warrant the truthfulness, accuracy and completeness of the contents of this announcement, and jointly accept the responsibility for any false representations or misleading statements contained in, or material omissions from, 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 twelfth meeting (the 'Meeting') of the sixth session of the board of directors (the 'Board') of Datang International Power Generation Co., Ltd. (the 'Company') was held by way of written correspondence on 7 July 2008. There were fifteen directors eligible for attending the Meeting and all attended the Meeting. The Meeting was held in compliance with the provisions stipulated in the Company Law of the People's Republic of China (the 'PRC') and the articles of association of the Company (the 'Articles of Association'). The following resolutions were approved unanimously at the Meeting:

The 'Resolution on Adjustments on the Proposal on the Issuance of the First Tranche of Corporate Bonds (the 'Bonds')' was considered and approved.

The Board agreed to make adjustments on the proposal on the issuance of the first tranche of corporate bonds that was considered and approved at the second meeting of the sixth session of the Board. Details of the adjustment are: (1) the term will be adjusted from the original subsistence period of 15 years to a subsistence period of 10 - 15 years; (2) the sell-back clauses will be cancelled (no restriction arrangements will be made for the sell-back); (3) the guarantee method will be specified as a joint liability guarantee from a third party in compliance with the stipulations of the laws and regulations; (4) the use of proceeds which were initially planned to be used for repaying a bank loan of RMB 2 billion, with the balance of the proceeds used for replenishing the Company's working capital, will be adjusted by applying the proceeds to repaying bank loans. Details of the issuance proposal after such adjustments are as follows:

(1) Issuance size: The issuance size of the Bonds is RMB 3 billion;

(2) Term: The subsistence period of the Bonds is 10 – 15 years;

(3) Interest rate of the Bonds and its determination: Annual interests of the Bonds shall be calculated in simple interest, and not compound interest. No extra interest will be accrued for any overdue payment. The coupon rate shall be determined by the Company and the sponsor (the lead underwriter) through a book-building process in the market;

(4) Terms and methods of principal repayment and interest payment: The Bonds shall pay interest annually and the principal shall be repaid in one lump-sum upon maturity. Interests shall be paid once each year and the interests of the last period shall be paid together with the principal;

(5) Guarantee method: a joint liability guarantee from a third party in compliance with the third party joint liabilities under the relevant laws and regulations;

(6) Use of proceeds: the proceeds from the issuance of the Bonds shall be applied to repaying bank loans;

(7) Issuing method: The issuance of the Bonds shall be proceeded in a manner as approved by the China Securities Regulatory Commission (the “CSRC”);

(8) Issuing targets: The issuing targets of the Bonds shall be the investors as stipulated under the laws and regulations;

(9) Time arrangement for the issuance: The issuance of the Bonds shall be completed within 6 months upon the date of approval by the CSRC;

(10) Intended listing place: Upon completion of the issuance of the Bonds, the Company shall make an application to the Shanghai Stock Exchange for the listing of, and permission to deal in the Bonds. The Bonds may also be listed and traded on other exchanges as permitted by the relevant laws, subject to approval by the regulatory authorities;

(11) In accordance with the requirements in respect of safeguarding measures under Article 25 of the “No. 23 Requirements on the Contents and Form of Information Disclosure for Companies Issuing Securities Publicly” of the CSRC, the Company shall adopt, at the minimum, the following safeguarding measures in case of expected failure to pay the principal and interests of the Bonds as scheduled or failure to pay the principal and interests of the Bonds upon maturity of the issued Bonds:

(a) Cessation of profit distribution to shareholders;

(b) Postponement of the implementation of capital expenditure projects, such as substantial external investments or mergers and acquisitions;

(d) Main person-in-charge of the Company in relation to the Bonds cannot be changed.

The 'Prospectus on the Public Issuance of Corporate Bonds (Tranche 1) of Datang International Power Generation Co., Ltd.' (the 'Prospectus') was agreed to by the Board and the Board has also authorised any two directors of the Company to complete the following matters:

(1) To make necessary adjustments to the relevant issuance terms and conditions of the Bonds based on the opinions of the CSRC and/or changes in the market conditions;

(2) To make necessary amendments to the Prospectus and other related documents based on the opinions of the CSRC and/or changes in the market conditions;

(3) To sign any relevant legal documents, such as contracts and agreements, in relation to the issuance of the Bonds;

(4) To take necessary actions to deal with any matters, documents, announcements and other matters in relation to the issuance and listing of the Bonds.

By Order of the Board

Zhou Gang

Secretary to the Board

Beijing, the PRC, 7 July 2008

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

Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*,
Yu Changchun*, Xia Qing* and Li Hengyuan*