DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Proposed Amendments to the Articles of Association

DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Proposed Amendments to the 
Articles of Association
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 
Limited take no responsibility for the contents of this announcement, 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 announcement. 


                 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
                PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


This announcement is made by Datang International Power Generation Co., Ltd. 
(the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of 

Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). 

In view of (i) the increase in the total registered share capital of the 
Company resulting from the increase in the total issued share capital of the 
Company to 13,310,037,578 shares as a result of the completion of the 
non-public issuance of 1,000,000,000 A shares of the Company in May 2011; (ii) 
the refinement and clarification of the scope of authorities of the general 
meeting and the board of director of the Company (the "Board") for approval of 
external guarantees; and (iii) the requirements in respect of the dividends 
distribution policies of listed companies under the "Notice on Further 
Implementing Issues concerning Cash Dividends of Listed Companies" (Zheng Jian 
Fa (2012) No. 37) released by China Securities Regulatory Commission and the 
"Notice on Further Perfecting Issues concerning Cash Dividends of Listed 
Companies" (Jing Zheng Gong Si Fa [2012] No. 01) released by Beijing Securities 

Regulatory Bureau; and on the basis of the actual situations of the Company; 
the Board proposes to amend the relevant provisions in relation to the 
registered capital and distribution of dividends arrangements under the 
articles of association of the Company (the "Articles"). 

The proposed amendments to the Articles are as follows:
 
1.   Proposed amendments to the relevant provisions under the Articles in 
     respect of non-public issue of shares and the registered capital of the 
     Company
     1.1   Proposed addition and revisions to Article 18 of the Articles 
           Proposed addition: "The Company completed a non-public issuance 
           of 1,000,000,000 Domestic Invested Shares in 2011 after being 
           approved by both the shareholders' general meeting by way of special
           resolutions and the approval authority authorized by the State 
           Council."
           Proposed revisions: "the current shareholding structure of the 
           Company is: the total number of issued shares (which are all 
           ordinary shares) are 13,310,037,578, among which 9,994,360,000 
           shares are Domestic-Invested Shares, representing approximately 
           75.09% of the total issued shares of the Company, and 3,315,677,578 
           shares are Overseas-Listed Foreign-Invested Shares, representing 
           approximately 24.91% of the total issued shares of the Company."
     1.2   Proposed revisions to Article 21 of the Articles 
           "Article 21: The registered capital of the Company is 
           Rmb13,310,037,578."

2.   Amendments to the relevant provisions under the Articles in respect of the
     scope of authorities to consider and approve guarantees
     2.1   Proposed revisions to Article 61 of the Articles of the Company
           Adding the following sub-paragraphs under the original wordings of 
           "Article 61: The following external guarantees provided by the 
           Company shall be considered and approved by the shareholders' 
           general meeting":
           "1. any single guarantee with an amount exceeding 10% of the latest 
           audited net assets value of the Company;" and
           "2. any guarantee, according to the principle that the amount of 
           guarantee accumulated in the consecutive 12 months, with an amount
           exceeding 50% of the latest audited net assets value of the Company
           and the absolute amount of which has exceeded Rmb50,000,000 or 
           above."
           Other sub-paragraphs under Article 61 shall be renumbered in order
           accordingly. 
     2.2   Proposed revisions to Article 139 of the Articles 
           To add the following sub-paragraph as sub-paragraph 8 under the 
           original wordings of "Article 139: The board of directors shall be
           accountable to the shareholders' general meetings, and exercise the
           following functions and powers:" :
           "without prejudice to the requirements under Article 61 of these 
           Articles, considering and approving the external guarantees of the
           Company;"
           Other sub-paragraphs under Article 139 shall be renumbered in order
           accordingly, and the sub-paragraphs referred to in this Article 139 
           shall also be re-numbered accordingly. 

3.   Amendments to the relevant provisions under the Articles in respect of 
     profit distribution 
     3.1   Proposed revisions to Article 119 of the Articles 
           "Article 119: The following matters shall be approved by special
           resolutions of the shareholders' general meeting:
           (1)   the increase or reduction of the Company's share capital and 
                 the issue of any class of shares, warrants or other similar 
                 securities;
           (2)   the issue of debentures by the Company;
           (3)   the merger, division, dissolution or liquidation of the 
                 Company;
           (4)   any amendment to these Articles;
           (5)   any acquisition or disposal of assets after the amount of the
                 buying or selling of material assets for the last 12 months
                 has reached or exceeded 30% of the latest audited total 
                 assets;
           (6)   any external guarantee provided by the Company after the
                 aggregate external guarantee has reached or exceeded 30% of 
                 the latest audited total assets;
           (7)   share incentive plan;
           (8)   adjustment to the profit distribution policy of the Company;
           (9)   all other matters stipulated by laws, administrative 
                 regulations or these Articles, and other matters decided in 
                 ordinary resolutions adopted by the shareholders' general 
                 meeting as having significant impact on the Company and 
                 requiring adoption by special resolutions. 
           Unless it is otherwise provided in this Article or these Articles of
           Association, matters considered by the shareholders' general meeting
           shall be approved by ordinary resolutions."
     3.2   Proposed revisions to Article 208 of the Articles 
           "Article 208: The dividends distribution policy of the Company shall
           include the following:
           (1)   The Company's dividends distribution policy shall maintain 
                 continuity and stability.  On the basis that such dividends 
                 distribution policy shall pay great attention to the 
                 reasonable investment return of the shareholders and also
                 taking into account the long term interests of the Company, 
                 the overall interests of all shareholders, the Company's 
                 reasonable demand of funds and the sustainable development of
                 the Company, the Company shall implement an active method to 
                 distribute its dividends (i.e. distribution by way of cash 
                 shall be the priority way for profit distribution).  The 
                 Company may distribute dividends by way of cash or shares (or
                 by both ways). 
                 (i)   dividends and other distributions in respect of the 
                       ordinary shares shall be declared and denominated in
                       Renminbi.
                 (ii)  dividends and other cash distributions in respect of the
                       Domestic-Invested Shares shall be paid in Renminbi.
                 (iii) dividends and other cash distributions in respect of the
                       Overseas-Listed Foreign-Invested Shares listed in Hong
                       Kong and London shall be paid in Hong Kong dollars in 
                       accordance with relevant PRC foreign exchange 
                       regulations. The exchange rate shall be calculated on 
                       the basis of the average closing exchange price of Hong
                       Kong Dollar against Renminbi issued by the People's Bank
                       of China in each business day of the week immediately 
                       preceding the date when such dividends are declared.
             (2)   The board of directors may distribute interim dividends or 
                 bonus unless the shareholders' general meeting decides 
                 otherwise. 
           (3)   Where the Company distributes dividends to its shareholders,
                 it shall withhold taxes levied upon such dividends in 
                 accordance with PRC tax laws.
           (4)   Where the Company distributes dividends by way of shares, it
                 shall obtain approvals from approval authorities of the 
                 State."
     3.3   Adding one article after Article 208 as Article 209 of the amended
           Articles:
           "Article 209: In the event that the Company has generated profits 
           and the accumulative undistributed profit is a positive figure; and 
           the cash flow of the Company is sufficient for the normal operation 
           and sustainable development of the Company, the Company shall 
           distribute its dividends by way of cash.  The amount of profit to be
           distributed by way of cash in a year in principle shall be 50% of 
           the net profit of the parent company realised in such year in 
           accordance with PRC accounting standards.
           In the event that the Company is well operated and the board of 
           directors of the Company considers that the price of Company's 
           shares does not match the size of share capital of the Company and
           that distributing dividends by way of shares is to the interests of 
           all shareholders of the Company as a whole, the Company may propose 
           a plan for the distribution of dividends by way of shares, provided
           that the requirements for the distribution of cash dividends have 
           been fulfilled. 
           The profit distribution plan of the Company shall be drafted by the 
           management and submitted to the board of directors and board of
           supervisors of the Company for consideration and approval.  The 
           board of directors shall fully discuss the rationality of the profit
           distribution plan, produce specific resolutions in this regard, and 
           submit to the shareholders' general meeting for consideration and 
           approval. 
           In special circumstances where the Company will not distribute its 
           cash dividends, the board of directors shall prepare particular 
           explanations in respect of the reason explaining why the Company 
           will not distribute cash dividends, the specific purposes for the
           reserved profits and the estimated income generated from investment
           and other matters.  After being opined on by the independent 
           directors, such explanations shall be submitted to the shareholders'
           general meeting for consideration and approval, and shall be 
           disclosed to the media designated by the Company. 
           In the event that the Company has profit but has not proposed any 
           distribution plan, or the Company proposes to adjust its profit 
           distribution policy, the board of directors shall have specific 
           discussions in this regard and shall fully discuss the reasons for 
           such adjustment and produce a written discussion report.  The 
           discussion report, after being considered and approve by the 
           independent directors, shall be submitted to the shareholders' 
           general meeting for approval by way of special resolutions 
           In the event that the shareholders' general meeting has adopted 
           resolutions in respect of the profit distribution plan, the board 
           of directors shall complete the distribution of dividends by way of
           cash (or shares) within 2 months after such shareholders' general 
           meeting. 
           The Company shall establish communications with the minority 
           shareholders by multiple channels, so that such minority 
           shareholders will have opportunities to provide their opinion in 
           respect of the profit distribution policy and the adjustments to the


       profit distribution policy to the Company." 
4.   The provisions after Article 209 of the amended Articles shall be  


     renumbered in order accordingly. 
     "The Resolution on Amendments to the Company's Registered Capital and the 
     Articles of Association of the Company" is still subject to the approval 
     by the shareholders of the Company (the "Shareholders"). The full terms of
     the proposed amendments to the Articles will be provided in the relevant 
     circular to be dispatched to the Shareholders. An extraordinary general 
     meeting will be convened by the Company for the Shareholders to consider 
     and, if thought fit, approve the proposed amendments to the Articles by 
     way of special resolutions.
                                                       By Order of the Board  
                                                             Zhou Gang     
                                                       Secretary to the Board 

Beijing, the PRC, 28 January 2013 

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- Jan/28/2013 13:45 GMT


 
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