2014 Fourth EGM Resolution and Director Change
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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)
ANNOUNCEMENT
RESOLUTIONS PASSED AT THE
2014 FOURTH EXTRAORDINARY GENERAL MEETING
AND
CHANGE IN DIRECTORS
Datang International Power Generation Co., Ltd. (the "Company") held its 2014 fourth
extraordinary general meeting (the "EGM") at the function room of 5/F, Intercontinental
Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China
(the "PRC) on 30 October 2014 (Thursday). The convening of the EGM complied with the
requirements of the Company Law of the PRC and the articles of association of the Company.
As at the date of the EGM, other than ordinary resolution numbered (1), the total number of
issued shares of the Company entitling the holders to attend the EGM to vote for or against
all of the proposed resolutions were 13,310,037,578 shares (the "Shares"). Shareholders of
the Company or their authorised proxies, who attended the EGM or did the online voting,
represented an aggregate of 9,127,568,342 voting shares or approximately 68.58% of the total
issued shares of the Company. Mr. Chen Jinhang, the chairman of the Company was unable to
attend the meeting due to work engagement. Mr. Wu Jing, the vice chairman of the Company
presided over the EGM as the chairperson of the meeting.
China Datang Corporation and its associates, as at the date of the EGM which hold an
aggregate of 4,260,977,414 Shares with voting right and represent approximately 46.68% of the
issued Shares of the Company with voting right, were required to and did, abstain from voting
on ordinary resolution numbered (1).
The following resolutions were passed at the EGM by way of poll:
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| ORDINARY RESOLUTIONS | Number of Shares | Passing Rate |
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| | FOR | AGAINST | (%) |
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| 1. To consider and approve the | | | |
| "Resolution on Provision of the | | | |
| Entrusted Loan to Datang Inner | 4,297,237,918 | 554,295,010 | 88.57% |
| Mongolia Duolun Coal Chemical | | | |
| Company Limited" | | | |
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| 2. To consider and approve the | | | |
| "Resolution on the Adjustments | | | |
| of Directors of the Company" | -- | -- | -- |
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| (1) Mr. Liang Yongpan to hold | | | |
| the office as a | | | |
| Non-executive director of | 8,994,441,660 | 131,426,682 | 98.56% |
| the eighth session of the | | | |
| Board (Note 4) | | | |
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| (2) Mr. Fang Qinghai to cease | | | |
| to hold the office as a | | | |
| Non-executive director of | 9,119,568,582 | 844,993 | 99.99% |
| the eighth session of the | | | |
| Board (Note 4) | | | |
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Notes:
1. Unless the context states otherwise, capitalised terms used in this announcement
shall have the same meanings as defined in the Notice of 2014 Fourth Extraordinary
General Meeting dated 12 September 2014 and the Supplemental Notice of 2014 Fourth
Extraordinary General Meeting dated 10 October 2014.
2. Computershare Hong Kong Investor Services Limited, the H shares share registrar of
the Company, acted as the scrutineer for the vote-takings of all resolutions at the
EGM.
3. Save as disclosed above, none of the shareholders of the Company who were entitled to
attend the EGM had to vote only against on any of the 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.
4. Mr. Fang Qinghai ceased to hold the office as a non-executive director of the Company
with effect from 30 October 2014 as a result of work adjustment. Mr. Fang Qinghai has
confirmed that he has no disagreement with the Board and there are no matters
relating to his resignation as Director of the Company that need to be brought to the
attention of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited
(the "Hong Kong Stock Exchange") and the shareholders.
The biography of Mr. Liang Yongpan is as follows:
Liang Yongpan, aged 48, a senior engineer graduated from the university. Mr. Liang served as
the Deputy Division Head and Deputy Plant Head (Production) of the Production Division of
Lanzhou No. 2 Thermal Power Factory, General Manager of Lanzhou Xigu Thermal Power Co. Ltd.,
Member of Party Committee, Vice General Manager and Chairman of the Labour Union of Gansu
branch of China Datang Corporation and Datang Gansu Power Generation Co., Ltd., Deputy Head
of Planning, Investment and Financing Department of China Datang Corporation, as well as the
Secretary of Party Committee and General Manager of Datang Gansu Power Generation Co., Ltd.
Since May 2014, he served as the Head of Planning and Marketing Department of China Datang
Corporation. Mr. Liang is currently served as a non-executive director of Datang Huayin
Electric Power.,Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600744)
and Guangxi Guiguan Electric Power Co.,Ltd. (a company listed on the Shanghai Stock Exchange,
stock code: 600236). Mr. Liang has long been involved in the production, operation and
management work of power generation enterprises. He has extensive experience in production,
operation and management of power generation companies.
The term of office of Mr. Liang Yongpan commences on the date of approval by the shareholders
at the EGM to the expiration of the term of the eighth session of the Board (i.e. 30 June
2016). Mr. Liang will not be entitled to any remuneration by being a Director of the Company.
As at the date of this announcement, Mr. Liang 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 subjected to any public sanctions by statutory or regulatory authority. Save as
disclosed above, Mr. Liang 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 Listing Rules). Save as disclosed
above, there are no other matters concerning the appointment of Mr. Liang that need to be
brought to the attention of the shareholders and the Hong Kong 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.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 30 October 2014
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