Adjustments of Senior Management of the Company
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
ANNOUNCEMENT ON ADJUSTMENTS OF SENIOR
MANAGEMENT OF THE COMPANY
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 Rules 13.10(B) and 13.51(2) 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 eighteenth meeting (the "Meeting") of the eighth session of the Board of
Datang International Power Generation Co., Ltd. (the "Company" or "Datang
International") was held by physical meeting on 10 February 2015 (Tuesday).
There were 15 Directors eligible for attending the Meeting and 12 of them
attended the Meeting. Director Hu Shengmu, Director Liang Yongpan and Director
Cai Shuwen were unable to attend the Meeting in person due to business
engagements, and they have authorised Director Wu Jing, Director Wu Jing and
Director Cao Xin to attend the Meeting, respectively, and vote on their behalf.
The convening of the Meeting was in compliance with the provisions stipulated
in 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 "Resolution on Engaging in Financial Leasing Business by Entities under
Datang International Power Generation Co., Ltd." was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
Agreed that entities under the Company to commence direct leasing or leaseback
financial leasing business with leasing companies (except those leasing
companies directly or indirectly controlled by China Datang Corporation
("CDC")) in 2015 for a principal not exceeding RMB3.0 billion in aggregate.
The Company will issue a separate announcement as required after the relevant
financial leasing agreement is entered into.
2. The "Resolution on the Appointment of China Datang Corporation Science and
Technology Research Institute Company Limited to Undertake Technical
Monitoring and Technical Service Work for Certain Power Generation
Enterprises of Datang International" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) Agreed that the Company enters into a "Technical Monitoring and Technical
Service Framework Agreement" with China Datang Corporation Science and
Technology Research Institute Company Limited ("Datang Research
Institute"), a wholly-owned subsidiary of CDC, for a term effective from 1
January 2015 to 31 December 2015;
(2) Agreed that during the term of the agreement, Datang Research Institute
shall provide technical monitoring and technical service work to the
Company and certain power generation enterprises of the Company. It is
anticipated that the technical service fees will not exceed RMB50 million;
(3) The Directors (including the independent non-executive Directors) are of
the view that the provision of technical monitoring and technical service
by Datang Research Institute to the Company and certain power generation
enterprises of the Company is conducted on normal commercial terms and in
the ordinary and usual course of business of the Company and is fair and
reasonable and in the interests of the Company and its shareholders as a
whole;
(4) Under the Listing Rules, Datang Research Institute is a connected person of
the Company, and the provision of technical monitoring and technical
service for the Company and certain power generation enterprises of the
Company constitutes a continuing connected transaction of the Company.
Pursuant to the listing rules of the Shanghai Stock Exchange ("Shanghai
Listing Rules"), connected Directors have abstained from voting for this
resolution.
The Company will issue a separate announcement after the relevant agreement is
entered into.
3. The "Proposal on the Adjustments of Senior Management of the Company" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) Agreed to appoint Mr. Jian Yingjun as the Vice President of the Company and
Mr. Liu Quancheng as the Chief Accountant of the Company, with a term of
office commencing from 10 February 2015. The biographies of Mr. Jian
Yingjun and Mr. Liu Quancheng are attached at the end of this announcement.
(2) Agreed the cessation of Mr. Wang Zhenbiao as the Vice President of the
Company due to work adjustments; agreed the cessation of Mr. Wang Xianzhou
as the Chief Accountant of the Company due to requirements relating to the
age limit of management.
4. The "Resolution on the Continuous Implementation of Desulfurisation
Franchising by Certain Entities of the Company" was considered and
approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) Agreed that Guangdong Datang International Chaozhou Power Generation Co.,
Ltd., Jiangsu Datang International Lvsigang Power Generation Company Ltd.
and Zhangjiakou Power Plant of the Company (collectively, the three
enterprises including Chaozhou Power Generation Company) continue the
implementation of the "Flue Gas Desulfurisation Franchising Contract" and
relevant agreements as entered into with Datang Technology Industry Company
Limited ("Datang Technology Company", previously known as China Datang
Environmental Technology Company Limited), a wholly-owned subsidiary of
CDC, on 31 October 2012;
(2) Agreed that from 2015 to 2017, the desulfurisation electricity fee expenses
(tax exclusive) for the three enterprises including Chaozhou Power
Generation Company is anticipated to be not exceeding RMB540 million per
year; and the revenue from water, electricity and gas (tax exclusive) is
anticipated to be not exceeding RMB166 million per year ;
(3) The Directors (including the independent non-executive Directors) are of
the view that the abovementioned transactions are conducted on normal
commercial terms and in the ordinary and usual course of business of the
Company and are fair and reasonable and in the interests of the Company and
its shareholders as a whole;
(4) Under the Listing Rules, Datang Technology Company is a connected person of
the Company. The abovementioned transactions constitute continuing
connected transactions of the Company. Pursuant to the Shanghai Listing
Rules, connected Directors have abstained from voting for the resolution.
For details of the abovementioned desulfurisation franchising, please refer to
the announcement issued by the Company on the same date.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 10 February 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
Note:
Biography of Mr. Jian Yingjun
Aged 51, a senior engineer with university education. He served as the Chief
Engineer of Jilin Thermoelectricity Plant, Deputy General Manager and General
Manager of Huichun Power Generation Co., Ltd., Party Member and Deputy General
Manager of Anhui branch of China Datang Corporation and Anhui Electric Power
Corporation Ltd., General Manager of Anhui Electric Power Corporation Ltd. as
well as Secretary of Party Committee and General Manager of Datang Jilin Power
Generation Company Limited. He served as the Director of Fuel Management
Department of China Datang Corporation since August 2011. Mr. Jian has long
been involved in the production, operation and management work of power
generation enterprises, and has extensive experience in production, operation
and management.
Biography of Mr. Liu Quancheng
Aged 51, a senior accountant with university education. He served as the Chief
Accountant of Xinxiang Thermal Power Plant, Chief Accountant of Luoyang
Shouyangshan Power Plant, Director and Deputy Chief Accountant of Supervision
and Audit Department, Deputy Chief Accountant and Director and then Chief
Accountant of Finance and Property Right Management Department of Henan branch
of China Datang Corporation. He served as the Deputy Director of Financial
Management Department of China Datang Corporation since December 2013. Mr. Liu
has long been involved in the financial management work of power generation
enterprises, and has extensive experience in financial management.
Mr. Liu currently serves as the director of Guangxi Guiguan Electric Power Co.,
Ltd., a company listed on the Shanghai Stock Exchange.