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Announcement on Resolutions of the Board of Directors

30th Oct 2013 11:25

DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Announcement on Resolutions of the Board of Directors

DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Announcement on Resolutions of the Board of Directors

PR Newswire

London, October 30

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance uponthe 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) 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 theCompany warrant that there are no false representations and misleadingstatements contained in, or material omissions from, this announcement, andseverally and jointly accept the responsibility for the truthfulness, accuracyand completeness of the contents of this announcement. This announcement is made pursuant to Rule 13.10(B) of the Rules Governing theListing of Securities on The Stock Exchange of Hong Kong Limited (the "ListingRules"). The fourth meeting of the eighth session of the Board (the "Meeting") of DatangInternational Power Generation Co., Ltd. (the "Company") was held at SummerRoom, 2/F, The Westin Beijing Financial Street, 9B Financial Street, XichengDistrict, Beijing, the People's Republic of China (the "PRC") on 29 October2013 (Tuesday). The written notice of the Meeting was dispatched to allDirectors on 16 October 2013. There were 15 Directors eligible for attendingthe Meeting and 12 of them attended the Meeting. Directors Hu Shengmu, CaoJingshan and Li Gengsheng were unable to attend the Meeting in person due tobusiness engagements, and they have authorised Directors Fang Qinghai and ZhouGang respectively to attend the Meeting and vote on their behalves. Theconvening of the Meeting was in compliance with the provisions stipulated inthe "Company Law" and the "Articles of Association of Datang InternationalPower Generation Co., Ltd." (the "Articles of Association") and was lawful andvalid. Four supervisors of the Company were present at the Meeting. ChenJinhang, the chairman of the Company, presided the Meeting. The followingresolutions were approved unanimously by the attending Directors or theirauthorised proxies by way of voting by show of hands at the Meeting: 1. The "Explanation on the 2013 Third Quarterly Report" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board approved the content of the 2013 third quarterly report of the Company; and approved the release of the 2013 third quarterly report. 2. The "Resolution on the Issuance of RMB 20 Billion Super Short-term Debentures" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Approved the Company to apply to the National Association of Financial Market Institutional Investors ("NAFMII") for registering the issue limit of the super short-term debentures with a principal amount of not exceeding RMB20 billion within 12 months from the date of approval at the general meeting and such debentures are to be issued on a rolling basis within the effective registration period; (2) Approved the authorization of any two of the Company's Directors or the management of the Company to conduct all relevant matters in relation to the registration and issuance of the super short-term debentures; including but not limited to the determination of the amount, term, specific terms, conditions and other relevant matters of each tranche of the super short-term debentures based on the needs of the Company and market conditions, and the execution of all necessary legal documents; (3) Approved the submission of the above-mentioned matters to the general meeting of the Company for shareholders' consideration and approval. 3. The "Resolution on the Non-public Issuance of RMB 10 Billion Debt Financing Instruments" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Approved the Company to apply to the NAFMII for registering the issue limit of the non-public debt financing instruments (the "Debt Financing Instruments") with a principal amount of not exceeding RMB10 billion within 12 months from the date of approval at the general meeting and such Debt Financing Instruments to be issued in tranches on a gradual basis within the effective registration period; (2) Approved the authorization of any two of the Company's Directors or the management of the Company to conduct all relevant matters in relation to the registration and issuance of the Debt Financing Instruments; including but not limited to the determination of the amount, term, specific terms, conditions and other relevant matters of each tranche of Debt Financing Instruments to be issued based on the needs of the Company and market conditions and other relevant matters, and the execution of all necessary legal documents; (3) Approved the submission of the above-mentioned matters to the general meeting of the Company for shareholders' consideration and approval. Since the above-mentioned resolutions numbered 2 and 3 are required to besubmitted to the general meeting of the Company for shareholders' considerationand approval, the Company will issue a notice of the general meeting in duecourse. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 29 October 2013 As at the date of this announcement, the directors of the Company are: Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Li Gengsheng,Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*,Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive directors

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