Resolutions of the Board of D

RNS Number : 8874P

Datang Intl Power Generation Co Ld

01 April 2009

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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: 991)

ANNOUNCEMENT ON RESOLUTIONS

OF THE BOARD OF DIRECTORS And

proposed Non-public Issue of A Shares

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 Rules 13.09(1), 13.09(2) and 13.28 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Listing Rules').

The twenty-third meeting (the 'Meeting') of the sixth session of the Board of Datang International Power Generation Co., Ltd. (the 'Company') was held at the conference room of 16/F, head office of the Company, No. 9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of China (the 'PRC') on 30 March 2009 (Monday). The written notice of the Meeting was dispatched to all Directors on 16 March 2009. There were 15 Directors eligible for attending the Meeting and 14 of them attended the Meeting. Mr. Liu Haixia, a Director, had entrusted Ms. Guan Tiangang, a Director, to attend the Meeting and vote on his behalf thereat. The Meeting was 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. The 4 supervisors of the Company were present at 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 authorised proxies attending the Meeting by way of voting by a show of hands at the Meeting:

1. 'The Report of the President' was considered and approved.

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

2. 'The Report of the Board for the Year 2008' (including Independent Directors Report on Work) was considered and approved and the same be submitted to the 2008 annual general meeting for consideration.

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

3. 'Explanation on Correction of Financial Statements for the Year 2008' was considered and approved.

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

Main contents are as follows:
The Company made errors in calculating, auditing and approving the corporate annuity (a total of approximately RMB182 million, affecting profit and loss of approximately RMB165 million) which had been appropriated at the end of 2007 and was paid in early 2008. The Company received the refund of the extra annuity paid in 2008 and made adjustment to the opening balance of the year 2008. Except for the Company, a total of 27 subsidiaries were involved in this restatement of the financial figures for the previous year. In the process of preparing the comparative financial figures for the previous year in the Company's consolidated financial statements for the year 2008, correction has been made to the errors.

4. The 'Proposal of Final Accounts for the Year 2008' was considered and approved and the same be submitted to the 2008 annual general meeting for consideration.

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

5. The '2008 Profit Distribution Proposal' was considered and approved and the same be submitted to the 2008 annual general meeting for consideration.

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

The Board agreed to the Company's profit distribution proposal for the year 2008 as follows:

(1) Contributing 10% of the statutory surplus reserve fund in an amount of approximately RMB292,345,823.13, in accordance with the net profit of the parent company based on the PRC GAAP;

(2) As at 31 December 2008, the Company's total number of shares was 11,780,037,578 shares (the Company's earnings per share calculated based on such number of shares under the PRC GAAP and International Financial Reporting Standards were approximately RMB0.25 and RMB0.22, respectively). The Company proposes to distribute a dividend of RMB0.11 per share (tax included) and the total amount of the proposed cash dividends to be distributed is approximately RMB1,295,804,133.58 (based on the total number of shares of the Company of 11,780,037,578 shares as at the end of 2008).

(3) Under the International Accounting Standards, the proposed distribution of cash dividends amounts to RMB1,295,804,133.58 with an amount of RMB1,065,495,895 being contributed to the discretionary surplus reserve. The remaining undistributed profit amounts to RMB0.

(4) Under the PRC GAAP, the proposed distribution of cash dividends amounts to RMB1,295,804,133.58 with an amount of RMB1,065,495,895 being contributed to the discretionary surplus reserve. The remaining undistributed profit amounts to RMB498,792,174.

(5) Distributing cash dividends according to the total number of shares actually registered as at the record date for the declaration of dividends distribution. Of the cash dividends to be distributed by the Company, dividends to be distributed to domestic shareholders will be declared in and paid in Renminbi, while those to be distributed to foreign shareholders will be declared in Renminbi but paid in Hong Kong dollars. The exchange rate for Hong Kong dollar shall be based on the average closing price of Hong Kong dollar to Renminbi published by the People's Bank of China in each business day within the week immediately preceding the date of the declaration of dividends.

6. The 'Explanation on 2008 Connected Transactions' was considered and approved.

Voting results: 10 voted in favour, 0 voted against and 0 abstained.

The Directors and independent non-executive Directors agreed on the 'Explanation on 2008 Connected Transactions'. The Directors and independent non-executive Directors consider that such transactions are conducted on normal business terms and in the ordinary course of business of the Company. The independent non-executive Directors believe such transactions are fair, reasonable and in the interests of the shareholders of the Company as a whole. The connected Directors, Mr. Zhai Ruoyu, Mr. Hu Shengmu, Mr. Fang Qinghai and Ms. Guan Tiangang (and Mr. Liu Haixia) abstained from voting in respect of this resolution.

7. The 'Explanation on Appropriation of the Company's Funds by the Controlling Shareholders and Other Connected Parties' was considered and approved.

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

The Directors and independent non-executive Directors confirmed the result of audit explanation on matters regarding the appropriation of the Company's funds by the controlling shareholders and other connected parties issued by the Company's auditors, PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. (普華永道中天會計師事務所有限公司), and that there was no appropriation of the Company's funds by the Company's controlling shareholders and other connected parties. The connected Directors, Mr. Zhai Ruoyu, Mr. Hu Shengmu and Mr. Fang Qinghai abstained from voting in respect of this resolution.

8. The 'Resolution on Re-appointment of PricewaterhouseCoopers (普華永道會計師事務所)' was considered and approved.

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

The Board agreed to re-appoint PricewaterhouseCoopers as the international and domestic auditors of the Company for the year 2009 and agreed that the audit fee for the year 2009 is to be amounted to RMB15.195 million.

9. The 'Self-assessment Report on Internal Control of the Company' was considered and approved.

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

The Board agreed to the 'Self-assessment Report on Internal Control' published by the Company.

10. The 'Resolution on the Social Responsibility Report for the Year 2008' was considered and approved.

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

The Board agreed to the 'Social Responsibility Report for the Year 2008' published by the Company.

11. The 'Full text of the 2008 Annual Report, Summary of Annual Report and Results Announcement' were considered and approved.

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

The Board agreed to publish the full text of the 2008 annual report, summary of annual report and the results announcement.

12. The 'Submission of Proposal on the Method of Receiving the 'Company's Correspondence' by the Shareholders to the General Meeting for Approval' was considered and approved.

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

The Board agreed to dispatch the Company's correspondence to the holders of H shares of the Company by electronic means and agreed to amend the relevant contents in the Articles of Association. The Board agreed to submit the resolution to the 2008 annual general meeting for consideration and approval.

13. The 'Amendments to the 'Articles of Association of Datang International Power Generation Co., Ltd.'' was considered and approved.

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

The Board agreed to amend the relevant articles in the Articles of Association regarding the change of office address, amendments to bonus distribution policy, adjustment to the method of receiving the 'Company's Correspondence' by the shareholders.

The Board agreed to propose to the general meeting to authorise the Chairman of the Company or its authorised representative to make appropriate amendments to the Articles of Association pursuant to the requirements and/or instructions stipulated by the relevant authorities of the State in the process of approving the Articles of Association in order to meet the requirements of relevant authorities of the State.

The Board agreed to submit the amendment proposal to the Articles of Association to the general meeting of the Company for consideration and approval.

14. The 'Extension on the Mandate for the Issue of Medium-to-short-term Debentures by the Company' was considered and approved.

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

The Board agreed to propose to the general meeting that the effective period of the resolution in relation to the 'Issue of medium-to-short-term debentures of not more than RMB10 billion' approved at the 2007 annual general meeting be extended for 12 months from the date of the 2008 annual general meeting for consideration and approval. The Board agreed to submit the resolution to the 2008 annual general meeting for consideration and approval.

15. The 'Proposal on Proposing to the General Meeting to Grant a Mandate to the Board to Determine the Issuance of New Shares of Not More Than 20% of Each Class of Shares' was considered and approved, and the same be submitted to the 2008 annual general meeting for consideration.

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

The Board agreed to request the general meeting to grant the following mandates to the Board:

(1) To propose, subject to the requirements of note (2) of this resolution, to generally and unconditionally authorise the Board to, within 12 months from the date of approval of this resolution at the Company's general meeting, exercise all rights of the Company to authorise, allot or issue, either separately or concurrently, domestic shares (A shares) and overseas-listed foreign shares (H shares) and execute or grant any offers, agreements and arrangements which may require the exercise of such rights;

(2) Pursuant to the approval of note (1) of this resolution, the Board may authorise, allot or issue, either seperately or concurrently, A shares and H shares with the respective numbers of A shares and H shares to be authorised, allotted or issued, either separately or concurrently, not more than 20% of the respective number of the issued A shares and H shares of the Company;

(3) Subject to the restrictions of notes (1) and note (2) of this resolution, the Board may, within the given limits, determine the respective numbers of A shares and H shares to be authorised, allotted or issued, either separately or concurrently, and

(4) Subject to the restrictions of notes (1), (2) and (3) of this resolution and according to the Company's actual condition of the authorisation, allotment or issue of new A shares and new H shares, either separately or concurrently, the Board may increase the registered capital of the Company and make appropriate amendments to Articles 18 and 21 to the 'Articles of Association of Datang International Power Generation Co., Ltd'.

16. The 'Resolution on the Company's Fulfillments to the Conditions for Non-public Issue of A Shares' was considered and approved.

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

The Board agreed to the 'Resolution on the Company's Fulfillments to the Conditions for Non-public Issue of A Shares' and agreed to submit the resolution to the general meeting for consideration.

17. The 'Proposal for Non-public Issue of A Shares' was considered and approved.

The Board agreed to the non-public issue of A shares of the Company according to the following proposal and agreed to submit the following proposal to the general meeting for consideration. (Note)

(1) Type of shares to be issued and par value

The type of shares to be issued this time is domestic listed RMB-denominated ordinary shares (A share) with a par value of RMB1.00 each.