TIDMDAT
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)
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 are no 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 the contents of this
announcement.
This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
The twenty-fourth meeting of the seventh session of the Board (the "Meeting") of Datang
International Power Generation Co., Ltd. (the "Company") was held by way of written
correspondence on 26 April 2012 (Thursday). There were 15 Directors eligible to attend the
Meeting, and all of them attended the Meeting. The Meeting was held in compliance with the
provisions stipulated in the Company Law of the People's Republic of China and the
articles of association of the Company. The following resolutions were approved
unanimously at the Meeting:
1. "The Explanation of the Release of the 2012 First Quarterly Report" was considered
and approved; the Board agreed to release the first quarterly report in accordance
with the relevant requirements.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
2. "The Resolution on the Terms of Reference of General Manager" was considered and
approved. The Board agreed to formulate and release the "Terms of Reference of General
Manager".
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
3. "The Resolution on the Provision of Guarantees or Counter-guarantees for the
Borrowings of some of the Companies Controlled or Invested by Datang International"
was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) The Board approved the Company to provide a guarantee to Ningxia Datang
International Qingtongxia Wind Power Co., Ltd. ("NDIQWP"), a wholly-owned
subsidiary of the Company, covering the full amount of NDIQWP's financing based
on its actual needs. The guarantee amount shall not exceed RMB299.82 million and
shall be used for the construction of the Wind Power Project of NDIQWP.
(2) The Board approved the Company to provide a guarantee to Chongqing Yujiang
Hydropower Development Co., Ltd. ("CYHD"), which is wholly owned by Yunang
(Group) Co., Ltd., a wholly-owned subsidiary of the Company, covering the full
amount of CYHD's financing based on its actual needs. The guarantee amount
shall not exceed RMB26 million and shall be used for the construction of the
Hydropower Station Project of CYHD.
(3) The Board approved the Company to provide a guarantee, in proportion to its
equity holding (80%), to Hebei Datang International Tangshan Thermal Power Co.,
Ltd. ("HDITTP"), a controlled subsidiary which 80% of its equity interest is
owned by the Company, based on its actual needs. The guarantee amount shall not
exceed RMB80 million and shall be used to purchase coal, other raw materials
and capital turnover for HDITTP in 2012.
(4) Inner Mongolia Xiduo Railway Company Limited ("Xiduo Company"), an associate of
the Company, intends to borrow RMB591 million from the bank in 2012 for the
construction of Fengfu Line (Phase II) of Duofeng Railway. Inner Mongolia
Jitong Railway (Group) Co., Ltd. ("IMJR") (which holds 51% equity interest in
Xiduo Company) intends to provide a guarantee for the above-mentioned borrowing
to Xiduo Company to cover the full amount of Xiduo Company's financing. The
Board approved the Company to provide a counter-guarantee, in proportion to its
shareholdings in Xiduo Company (34%), to IMJR. The counter-guarantee amount
shall not exceed RMB200.94 million.
(5) Given that the asset-to-liability ratio of HDITTP exceeds 70%, the provision of
a guarantee for the financing of HDITTP shall be submitted to a general meeting
for consideration and approval by the shareholders in accordance with the
listing rules of the Shanghai Stock Exchange.
Upon the signing of the relevant guarantee agreements, the Company will issue a
separate announcement.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 26 April 2012
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,
Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*,
Jiang Guohua*
* Independent non-executive Directors
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