Datang Intl H Regulatory News (DAT)

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) ANNOUNCEMENT RESOLUTIONS PASSED AT THE 2014 FIRST EXTRAORDINARY GENERAL MEETING AND CHANGES IN DIRECTORS Datang International Power Generation Co., Ltd. (the "Company") held its 2014first extraordinary general meeting (the "EGM") at the function room of 5/F,Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, thePeople's Republic of China (the "PRC) on 24 January 2014 (Friday). Theconvening of the EGM complied with the requirements of the Company Law of thePRC and the articles of association of the Company. As at the date of the EGM, the total number of issued shares of the Companyentitling the holders to attend the EGM to vote for or against all of theproposed resolutions (other than ordinary resolutions numbered (2) and (3))were 13,310,037,578 shares (the "Shares"). Shareholders of the Company or theirauthorised proxies who attended the EGM represented an aggregate of8,655,695,647 voting shares or approximately 65.03% of the total issued sharesof the Company. Mr. Chen Jinhang, the chairman of the board of directors (the"Board"), presided over the EGM. China Datang Corporation and its associates, as at the date of the EGM whichhold an aggregate of 4,260,977,414 Shares with voting right and representapproximately 49.23% of the issued Shares of the Company with voting right,were required to and did, abstain from voting on ordinary resolutions numbered(2) and (3) at the EGM. The following resolutions were passed at the EGM by way of poll: ORDINARY RESOLUTIONS Number of Shares Passing Rate FOR AGAINST (%) 1. To consider and approve the "Resolution 8,216,523,427 439,172,220 94.93% on the Financial Guarantee for 2014" 2. To consider and approve the "Resolution -- -- -- on Certain Continuing Connected Transactions of the Company for 2014" (1) Supply of coal by Beijing Datang Fuel 4,379,387,805 13,872,428 99.68% Company and Hong Kong Company to the power generation enterprises of CDC (2) Supply of coal by Beijing Datang Fuel 4,379,387,805 13,872,428 99.68% Company and its subsidiary, Inner Mongolia Fuel Company, to enterprises managed by the Company (3) Supply of coal by Hong Kong Company 4,379,387,805 13,872,428 99.68% to Beijing Datang Fuel Company (4) Supply of coal by Hong Kong Company 4,379,387,805 13,872,428 99.68% to certain subsidiaries of the Company along the coast 3. To consider and approve the "Resolution 4,379,387,805 13,872,428 99.68% on Supply of Coal by Inner Mongolia Datang International Xilinhaote Mining Company Limited to Enterprises Managed by the Company in 2014" 4. To consider and approve the "Resolution -- -- -- on the Adjustments of Directors of the Company" (1) Mr. Wu Jing to hold the office as an 8,628,855,219 25,382,428 99.71% executive director of the eighth session of the Board (2) Mr. Cao Jingshan to cease to hold 8,649,103,647 5,134,000 99.94% the office as a director of the eighth session of the Board CHANGES IN DIRECTORS With effect from 24 January 2014, Mr. Wu Jing holds the office as an executivedirector of the eighth session of the Board. The biography of Mr. Wu is set outin Note 1 of this announcement. Due to works' adjustment of Mr. Cao Jingshan,Mr. Cao no longer serves as an executive director of the Company with effectfrom 24 January 2014. Mr. Cao has confirmed that he has no disagreement withthe Board and there are no matters relating to his resignation that need to bebrought to the attention of the Shareholders of the Company, the Shanghai StockExchange and The Stock Exchange of Hong Kong Limited. Notes: 1. The biography of Mr. Wu Jing is as follows: Wu Jing, aged 56, is a professor-grade senior engineer who holds a post-graduate degree. He is currently President and deputy Party Committee Secretary of the Company. He served as the Deputy Chief of the maintenance division, Deputy Chief of biological technology division, Assistant to General Engineer, Deputy General Engineer and Deputy Chief of Han Cheng Power Plant; Deputy Chief and Chief of Weihe Power Plant; Deputy Chief of Weihe Power Generation Company Limited and Chief of Weihe Power Plant; Party Committee Member and Vice President of Xinjiang Electric Power Corporation; Party Committee Member and Deputy General Manager of Shaanxi Electric Power Corporation; the Chief of the Development and Planning Department, Deputy Chief Economist and the Chief of the Development and Planning Department, and Chief Economist of CDC. Mr. Wu is also a director of China Datang Corporation Renewable Power Co., Limited, a company listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (Stock code: 01798). Mr. Wu has long been involved in power generation and economic management. He has extensive experience in management of power generation and enjoys special government allowances by the State Council. The term of office of Mr. Wu Jing commences on the date of approval of his appointment by the Shareholders at the EGM, i.e. 24 January 2014 to the expiration of the term of the eighth session of the Board (i.e. 30 June 2016). Mr. Wu will not be entitled to any remuneration by being a director of the Company. As at the date of this announcement, Mr. Wu Jing does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He has not been subject to any public sanctions by statutory or regulatory authority. Save as disclosed above, Mr. Wu has not held any directorships in any public listed companies in the past three years and has no relationship with any directors, senior management, substantial or controlling Shareholders (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules")). Save as disclosed above, there are no other matters concerning the appointment of Mr. Wu that need to be brought to the attention of the Shareholders and the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules. 2. Unless the context states otherwise, capitalized terms used in this announcement shall have the same meanings as defined in the Notice of 2014 First Extraordinary General Meeting dated 9 December 2014 and the Supplemental Notice of 2014 First Extraordinary General Meeting dated 7 January 2014. 3. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as the scrutineer for the vote-takings of the ordinary resolutions at the EGM. 4. Save as disclosed above, no shareholders are required under the Listing Rules to abstain from voting at the EGM. None of the shareholders of the Company who were entitled to attend the EGM had to vote only against on any of the ordinary resolutions at the EGM. There were no Shares entitling the holder to attend the EGM and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 24 January 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

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