DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Resolutions of BOD

DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Resolutions of BOD
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong 
Kong Limited take no responsibility for the contents of this notice, 
make no representation as to its accuracy or completeness and expressly 
disclaim any liability whatsoever for any loss howsoever arising from or 
in reliance upon the whole or any part of the contents of this notice. 


            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 content of 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 thirty-first meeting of the seventh session of the Board (the 
"Meeting") of Datang International Power Generation Co., Ltd. (the 
"Company") was conducted by way of written correspondence on 22 November 
2012 (Thursday). 15 Directors were eligible to attend the Meeting and all 
of them attended the Meeting. The Meeting was held in compliance with the 
provisions stipulated in the Company Law of the People's Republic of China 
and the Articles of Association of Datang International Power Generation 
Co., Ltd.. The "Resolution on the Provision of Guarantee for the 
Financing of Ningxia Datang International Qingtongxia Wind Power 
Company Limited" and the "Resolution on the Participation and Initiation of 
the Establishment of the Financial Leasing Company" were considered 
and approved at the Meeting.

The resolutions of the Board of the Company are specified as follows:

1. The "Resolution on the Provision of Guarantee for the Financing of 
   Ningxia Datang International Qingtongxia Wind Power Company Limited" 
   was considered and approved.
    Voting results: 15 voted in favour, 0 voted against and 0 abstained
    (1) The Board approved the Company to provide a guarantee to Ningxia 
       Datang International Qingtongxia Wind Power Company Limited 
       ("Qingtongxia Wind Power Company"), covering the full amount of 
       Qingtongxia Wind Power Company's financing based on its actual needs. 
       The guarantee amount shall not exceed RMB299.82 million and the 
       financing shall be used for the construction of the wind power 
       project of Qingtongxia Wind Power Company;
    (2) Since the asset-liability ratios of Qingtongxia Wind Power Company
       is over 70%, the provision of guarantee by the Company for 
       Qingtongxia Wind Power Company's financing is required to be tabled
       for shareholders' consideration and approval at a general meeting 
       of the Company pursuant to the Listing Rules of the Shanghai Stock
       Exchange; according to the proposal of China Datang Corporation, 
       the controlling shareholder of the Company, the aforesaid guarantee 
       matter will be tabled as a supplemental resolution at the coming 
       general meeting to be held by the Company for shareholders' 
       consideration and approval (which is the 2012 third extraordinary 
       general meeting of the Company to be held on 18 December 2012).
       For details of the guarantee, please refer to the guarantee 
       announcement of the Company published on the same day. 

2. The "Resolution on the Participation and Initiation of the Establishment
   of the Financial Leasing Company" was considered and approved.
    Voting results: 12 voted in favour, 0 voted against and 3 abstained
    (1) The Board approved the Company to make capital contributions to 
       set up "Datang Financial Leasing Company Limited" ("Financial 
       Leasing Company" (tentative name)). The capital contributing 
       parties and their respective capital contribution ratios are as 
       follows: 40% by CDC Capital Controlled Company Limited, 20% by 
       the Company, 20% by China Datang Overseas (Hong Kong) Co., 
       Limited, 20% by Datang Renewable Power (Hong Kong) Company 
       Limited, respectively, the Company will make capital contribution 
       in the sum of RMB200 million;
    (2) Since the capital contributing parties comprise subsidiaries of 
       China Datang Corporation, the controlling shareholder of the Company,
       the participation and initiation of the establishment of the Financial 
       Leasing Company constitutes a connected transaction of the Company and 
       the connected Directors Liu Shunda, Hu Shengmu and Fang Qinghai 
       have abstained from voting to approve this resolution; 
    (3) Directors (including independent Directors) are of the view that the 
       aforesaid transaction was conducted on normal business terms during 
       the ordinary course of business of the Company, and that the relevant 
       transaction was fair, reasonable and in the interests of the 
       shareholders of the Company as a whole.
       The Company will issue a separate announcement after the relevant 
       capital contribution agreement is entered into.
                                                      By Order of the Board  
                                                             Zhou Gang     
                                                      Secretary to the Board 


Beijing, the PRC, 22 November 2012 


As at the date of this announcement, the directors of the Company are: 
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, 
Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, 
Li Hengyuan*, Zhao Jie*, Jiang Guohua*

*  Independent non-executive directors



END

-0- Nov/22/2012 12:03 GMT


 
Press spacebar to pause and continue. Press esc to stop.