Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility forthe contents of this announcement, make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any partof 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 of the Company (the "Directors") warrant that there areno 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 thecontents of this announcement. This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities (the"Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"). The seventeenth meeting of the eighth session of the Board of Datang International Power Generation Co., Ltd.(the "Company") was conducted by way of written resolution on 20 January 2015 (Tuesday) (the "Meeting"). Therewere 15 Directors eligible for attending the Meeting and 15 of them attended the Meeting. The convening of theMeeting was in compliance with the provisions stipulated in the "Company Law" and the "Articles of Associationof Datang International Power Generation Co., Ltd.". The following resolutions were approved unanimously at theMeeting: 1. The "Resolution on the Financial Guarantee for the Year of 2015" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Agreed the Company to provide joint liability guarantee for the financing of its recognised controlled subsidiaries and associates (joint venture companies) within the limit of RMB6 billion in the year of 2015; (2) Agreed the Company to adjust the amount of guarantee to be provided to the controlled subsidiaries and associates (joint venture companies) within the limit of RMB6 billion based on the actual circumstances. If the amount of guarantee to be provided to a particular subsidiary is higher than the maximum guarantee amount approved by the Board and at the general meeting of the Company, disclosure shall be made separately in accordance with the relevant requirements; (3) Agreed the Company to provide guarantee within the limit of RMB6 billion to other controlled subsidiaries which are not included within the said limit of RMB6 billion (excluding companies with gearing ratio of over 70%). However, the aggregate amount of guarantee to be provided for these companies shall not exceed 5% of the latest audited net assets of the Company and a separate announcement shall be made in relation to the guarantee in accordance with the relevant requirements; (4) Agreed that the abovementioned matters shall be submitted to the general meeting of the Company for shareholders' consideration and approval. For more details of the abovementioned guarantee, please refer to the relevant announcement issued by the Company on the same date. 2. The "Resolution on the Provision of Entrusted Loans to Certain Subsidiaries" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed the Company or its subsidiaries to provide entrusted loan in tranches, with an amount of no more than RMB2 billion in aggregate, to Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company") through China Datang Group Finance Co., Ltd. ("Datang Finance Company") for Duolun Coal Chemical Company to replace due borrowings and to meet the urgent need for significant expenditure; (2) Agreed the Company or its subsidiaries to provide entrusted loan in tranches, with an amount of no more than RMB1.5 billion in aggregate, to Inner Mongolia Datang International Xilinhaote Mining Company Limited ("Xilinhaote Mining Company") through Datang Finance Company for Xilinhaote Mining Company to replace due borrowings and to meet the urgent need for significant expenditure; (3) The Directors (including the independent Directors) were of the view that the abovementioned transactions were conducted on normal commercial terms and in the ordinary course of business of the Company, and were fair, reasonable and in the interests of the shareholders of the Company as a whole; (4) Duolun Coal Chemical Company and Xilinhaote Mining Company are connected persons of the Company pursuant to the Listing Rules. The abovementioned provision of entrusted loans constitutes connected transactions of the Company. Pursuant to the Rules Governing the Listing of Securities of the Shanghai Stock Exchange (the "Shanghai Listing Rules"), connected Directors, namely, Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting for the resolution. The Company will issue a separate announcement after the relevant contract is entered into. 3. The "Resolution on Provisions for Impairment" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Agreed the Company to make provisions for impairment of the following items in the year of 2014: (i) Provision for asset impairment of RMB2,469.71 million in aggregate; (ii) Provision for bad debts of RMB669.16 million in aggregate; (iii) Provision for inventory impairment of RMB15.15 million in aggregate; (iv) Provision for long-term investment impairment of RMB2,394.05 million in aggregate; (2) The provisions for impairment of the abovementioned items in the year of 2014 resulted in a decrease in the Company's profit for 2014 by RMB3,139.67 million, a decrease in the Company's net profit attributable to the parent company in the consolidated financial statements for 2014 by RMB1,929.19 million and a decrease in the Company's net profit by RMB1,757.46 million; (3) The Directors (including independent Directors) were of the view that the abovementioned provisions for impairment follow and comply with the "Accounting Standard for Business Enterprise" and relevant rules of the accounting policy of the Company, which fairly reflects the asset value of the Company, ensures the standard operation of the Company, and does not prejudice the legal interests of the Company and its minority shareholders; (4) Agreed that the abovementioned matters shall be submitted to the general meeting of the Company for shareholders' consideration and approval. For details of the abovementioned provisions for impairment, please refer to the announcement issued by the Company on the same date. 4. The "Resolution on the Implementation of Franchising for Denitrification System of Jiangsu Datang International Lvsigang Power Generation Company Limited of Datang Power" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed Datang Technology Industry Company Limited ("Datang Technology Industry Company") to implement franchising for denitrification system of Jiangsu Datang International Lvsigang Power Generation Company Limited ("Lvsigang Power Generation Company"); (2) Agreed the transfer of denitrification assets of Lvsigang Power Generation Company to Datang Technology Industry Company. Taking into account of the audited carrying value and appraised value of the denitrification assets of Lvsigang Power Generation Company, the transaction price of the transfer of these assets shall be approximately RMB157.342 million; (3) Agreed the term of the franchise operation will be the same as the term of the power generating facilities of the area where the project is located, which is expected to be more than three years. Pursuant to the requirement of the Listing Rules, the Company will re-comply with the approval procedures and disclosure obligations (if applicable) every three years; (4) During the term of the franchise operation, Datang Technology Industry Company will be entitled to the revenue from denitrification tariff, while water, electricity and gas expenses resulted from the operation of denitrification assets will be payable by Datang Technology Industry Company to Lvsigang Power Generation Company. From 2015 to 2017, the estimated expenses on denitrification tariff of Lvsigang Power Generation Company will be approximately RMB120 million per year (excluding tax), and the estimated income generated from water, electricity and gas will be approximately RMB16 million per year (excluding tax); (5) The Directors (including the independent Directors) were of the view that the abovementioned transactions were conducted on normal commercial terms and in the ordinary course of business of the Company and were fair and reasonable and in the interests of the shareholders of the Company as a whole; (6) Pursuant to the listing rules of places in which the Company was listed, Datang Technology Industry Company is a connected person of the Company. The abovementioned transactions constitute connected transactions of the Company. Pursuant to the Shanghai Listing Rules, connected Directors, namely, Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting for the resolution. The Company will issue a separate announcement after the relevant contract is entered into. As the abovementioned resolutions numbered 1 and 3 shall be submitted to the general meeting of the Company forshareholders' consideration and approval pursuant to the requirement of the Shanghai Listing Rules, the Companywill issue a notice of the relevant general meeting in due course. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 21 January 2015 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang,Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu* * Independent non-executive Directors