Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this announcement, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon thewhole 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 the Company 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 13.10(B) of the Rules Governing the Listing of Securities on TheStock Exchange of Hong Kong Limited (the "Listing Rules"). The ninth meeting of the eighth session of the Board (the "Meeting") of Datang International PowerGeneration Co., Ltd. (the "Company") was conducted by way of written resolution on 24 April 2014 (Thursday).There were 15 Directors eligible for attending the Meeting and 15 of them attended the Meeting. The Meetingwas held in compliance with the provisions stipulated in the "Company Law" (the "Company Law") and the"Articles of Association of Datang International Power Generation Co., Ltd." (the "Articles of Association").The following resolutions were approved unanimously at the Meeting: 1. The "Explanation of the 2014 First Quarterly Report" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 2. The "Resolution on the Provision of Entrusted Loan to Inner Mongolia Datang International Xilinhaote Mining Company Limited" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed the Company to grant a revolving entrusted loan through commercial banks or China Datang Finance Co., Ltd., a subsidiary of China Datang Corporation ("CDC"), a controlling shareholder of the Company, with an amount not exceeding RMB1.5 billion to Inner Mongolia Datang International Xilinhaote Mining Company Limited ("Xilinhaote Mining Company"). The term of the entrusted loan shall not exceed three years from the effective date of the entrusted loan contract at an interest rate based on the prevailing benchmark interest rate to be charged for the same level of loans in RMB by the People's Bank of China during the same period; (2) The Directors (including independent Directors) were of the view that the abovementioned transaction was conducted on normal commercial terms and in the ordinary course of business of the Company, and was fair, reasonable and in the interests of the shareholders of the Company as a whole; (3) Xilinhaote Mining Company is a connected person of the Company pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"). The abovementioned provision of entrusted loan constitutes a connected transaction of the Company and connected Directors have abstained from voting for the resolution pursuant to the listing rules of The Shanghai Stock Exchange. The Company will issue a separate announcement after the relevant contract is entered into. 3. The "Resolution on the Provision of Guarantee for the Financing of Datang Inner Mongolia Duolun Coal Chemical Company Limited" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed that Datang Energy and Chemical Company Limited ("Energy and Chemical Company"), a wholly-owned subsidiary of the Company, to provide joint liability guarantee, in proportion to its equity holding (60%), to Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company") for its financing (RMB1 billion) based on its actual needs. The guarantee amount shall be RMB600 million and shall be used for the replacement of due loans and the replenishment of liquid capital; (2) The Directors (including independent Directors) were of the view that the above-mentioned transaction was conducted on normal commercial terms and in the ordinary course of business of the Company, and was fair, reasonable and in the interests of the shareholders of the Company as a whole; (3) Duolun Coal Chemical Company is a connected person of the Company pursuant to the Listing Rules. The above-mentioned provision of guarantee for financing constitutes a connected transaction of the Company (exempt from reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules) and connected Directors have abstained from voting for the resolution pursuant to the listing rules of The Shanghai Stock Exchange; (4) Since the asset-liability ratio of Duolun Coal Chemical Company is above 70%, as pursuant to the listing rules of The Shanghai Stock Exchange, the above-mentioned matter shall be submitted to the Company's general meeting for shareholders' consideration and approval. For the details of the relevant guarantee agreement, please refer to the Company's relevant announcement published on the same day. 4. The "Resolution on the Investment in the Construction of New Project of 'Replacing Small Units with Larger Units' of Liaoning Datang International Shenfu Connection Areas Thermal Power Plant" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Agreed that the Company to make capital contribution of RMB635.86 million to the formation of a project company for the construction of a new project of "Replacing Small Units with Larger Units" of Datang International Shenfu Connection Areas Thermal Power Plant (the "Shendong Thermal Power Project"), a project to be wholly owned by the Company. The project involves the construction of two 350MW ultra-supercritical extraction heating generating units, with facilities for desulfurisation and denitration of exhaust gas to be constructed simultaneously; (2) The Shendong Thermal Power Project is expected to involve an investment of approximately RMB3,179.3 million. The project capital is approximately RMB635.86 million (to be paid by the Company's own funds), which accounts for 20% of the total investment, while the remaining construction funds will be settled by way of bank loans. The Shendong Thermal Power Project is located in Dongling District, Shenyang City, Liaoning Province. The project involves the construction of two 350MW ultra-supercritical extraction heating generating units, with facilities for desulfurisation and denitration of exhaust gas to be constructed simultaneously. Upon completion of construction and commencement of production, this project will be responsible for all the centralised heat supply within Shenfu New Town, Dongling District, Shenyang City. The Company considers that the capital contribution to the construction of Shendong Thermal Power Project will be beneficial to the optimisation of power source structure and help to establish an efficient thermal power base in Bohai-Rim, with Beijing-Tianjin-Hebei-Liaoning as the centre, and the construction of this project is in the interests of the Company and the shareholders as a whole. As the abovementioned resolution numbered 3 shall be submitted to the general meeting for shareholders' consideration and approval, the Board has authorised the Secretary to the Board to issue a notice of the relevant general meeting in due course upon confirmation of the time for the general meeting and other details. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 24 April 2014 As at the date of this announcement, the directors of the Company are:Chen Jinhang, Hu Shengmu, Wu Jing, 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