Resolutions of the Board of D

RNS Number : 0914C

Datang Intl Power Generation Co Ld

27 August 2008

DATANG INTERNATIONAL POWER GENERATION CO., LTD.

(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

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 sixteenth meeting (the 'Meeting') of the sixth session of the board ('the Board') of directors (the 'Directors') of Datang International Power Generation Co., Ltd. (the 'Company') was held at the multi-purpose function room at 3/F, CTS (HK) Grand Metro Park Hotel, No. 338 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China (the 'PRC') on 26 August 2008. The written notice of the Meeting was despatched to the Directors on 12 August 2008. There were 15 Directors eligible for attending the Meeting and 13 of them attended the Meeting (Mr. Hu Shengmu, a Director, was not able to attend the Meeting in person due to business engagement and had entrusted Mr. Fang Qinghai, a Director, to attend and vote on his behalf; Mr. Xia Qing, an Independent Director, was not able to attend the Meeting in person due to business engagement and had entrusted Mr. Yu Changchun, an Independent Director, to attend and vote on his behalf). The Meeting was held in compliance with the provisions stipulated in the Company Law of the PRC and the articles of association of the Company. The Meeting was lawful and valid. Four supervisors of the Company attended the Meeting. The Meeting was chaired by Mr. Zhai Ruoyu, the Chairman of the Company. The following resolutions were approved unanimously by the attending Directors and their proxies attending the Meeting through voting by a show of hands at the Meeting:

The 'Explanation on the Publication of the 2008 Interim Results' was considered and approved.

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

The Board agreed to publish the 2008 interim report, the summary of the interim report and the 2008 interim results announcement.

2. The 'Resolution on Capital Contribution for Constructing Two 300MW Coal-fired Heat
Supply and Power Generation Units at the Fengrun Thermal Power Project Phase I' was considered and
approved.

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

The Board agreed on the Company's joint investment with Tangshan City Construction Investment Company ('Tangshan Investment Company') to establish Hebei Datang International Fengrun Thermal Power Company Limited ('Fengrun Thermal Power Company') with a capital contribution of approximately RMB432.8 million, in the proportion of 84%, for a controlling interest in constructing two 300MW coal-fired heat supply and generation units at Hebei Datang International Fengrun Thermal Power Project Phase I, and to provide guarantee for Fengrun Thermal Power Company's financing based on its needs in proportion to its respective capital contributions.

As Tangshan Investment Company is a substantial shareholder of Hebei Datang International Tangshan Thermal Power Company Limited ('Tangshan Thermal Power Company'), a subsidiary of the Company, and holds 20% equity interest in Tangshan Thermal Power Company, Tangshan Investment Company is a connected person of the Company under the Listing Rules of The Stock Exchange of Hong Kong Limited. The joint investment and construction in the Fengrun Thermal Power Project between the Company and Tangshan Investment Company constitutes a connected transaction of the Company and is required to be submitted to the general meeting of the Company for approval.

According to the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (the 'SSE Listing Rules'), Tangshan Investment Company does not constitute a connected person of the Company and thus such transaction does not constitute a connected transaction under the SSE Listing Rules.

The Directors and the independent non-executive Directors considered that the above transaction is determined on normal commercial terms and is in the ordinary course of business of the Company. The independent non-executive Directors considered that the above connected transaction was fair, reasonable and in the interests of the shareholders of the Company as a whole.

      The Board agreed to the 'Investment Agreement in Relation to the Two 300MW Coal-fired Heat Supply
      and Power Generation Units at Hebei Fengrun Thermal Power Project' ('Investment Agreement') and
      authorised the President to enter into the 'Investment Agreement' as well as agreed to submit this
      connected transaction to the Company's 2008 First Extraordinary General Meeting for consideration.

Please refer to the connected transaction announcement about the 'Investment Agreement' published on the websites of the Shanghai Stock Exchange (http://www.sse.com.cn) and The Stock Exchange of Hong Kong Limited (http://www.hkex.com.hk) on 27 August 2008 by the Company for details.

3. The 'Resolution on the Financial Services Agreement entered into with China Datang Finance Co.,
Ltd.' was considered and approved.

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

The Directors and independent non-executive Directors agreed the Company to enter into the 'Financial Services Agreement' with China Datang Finance Co., Ltd. ('Datang Finance'). The term of the agreement was from 1 January 2008 to 31 December 2011, and the average daily deposit balance per annum with Datang Finance by the Company should not exceed RMB4.5 billion.

The Directors and independent non-executive Directors considered that the entering into the 'Financial Services Agreement' is conducted on normal commercial terms and is in the ordinary course of business of the Company. The independent non-executive Directors considered that the 'Financial Services Agreement' is fair, reasonable and in the interests of the shareholders of the Company as a whole. The connected directors, Mr. Zhai Ruoyu, Mr. Hu Shengmu, and Mr. Fang Qinghai, abstained from voting in respect of this connected transaction.

The Board agreed to authorise the President of the Company to enter into the 'Financial Services Agreement' with Datang Finance, and the Board agreed to submit this connected transaction to the 2008 First Extraordinary General Meeting for consideration.

Further announcement relating to the details of the 'Financial Services Agreement' will be made in accordance with the listing rules of the places where the shares of the Company are listed after the agreement is entered into between the Company and Datang Finance.

The above Resolutions numbered 2 and 3 are required to be submitted to the 2008 First Extraordinary General Meeting for consideration. As the Board is not able to confirm the exact time for holding the 2008 First Extraordinary General Meeting as at the date of this announcement, the Board authorised the Secretary to the Board to issue a notice of the 2008 First Extraordinary General Meeting in due course once the date and particulars of such meeting are determined.