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
AND
PROPOSED CHANGE 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 Rules 13.10(B) and 13.51 (2) of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the "Listing Rules").
The sixth meeting of the eighth session of the Board (the "Meeting") of Datang
International Power Generation Co., Ltd. (the "Company") was held by way of
written correspondence on Tuesday, 7 January 2014. There were 15 Directors
eligible for attending the Meeting and all of them attended the Meeting. The
Meeting was held in compliance with the provisions stipulated in the "Company
Law" ("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:
The "Resolution on the Adjustments of Directors of the Company" was considered
and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) The Board approved Mr. Wu Jing to hold the office as a Director of the
eighth session of the Board and this proposal will be submitted to the
general meeting for shareholders' consideration and approval. If elected,
the term of office of Mr. Wu will be effective from the date of approval
by the shareholders at the general meeting to the expiration of the term
of the eighth session of the Board (i.e. 30 June 2016);
(2) The Board approved that Mr. Cao Jingshan will cease to hold the office as
a Director of the Company due to work adjustment with effect from the
date of approval by the shareholders at the general meeting;
Mr. Cao has confirmed that he has no disagreement with the Board and there are
no matters relating to his resignation that need to be brought to the
attention of the Shareholders, the Shanghai Stock Exchange and The Stock
Exchange of Hong Kong Limited.
The Board is satisfied with the contribution made by Mr. Cao Jingshan during
his tenure of office as a Director, and would like to pay a high compliment and
express gratitude on Mr. Cao Jingshan's valuable contribution towards the
development of the Company over the past years.
The independent Directors are of the view that the proposed appointment and
resignation of Directors of the Company, as well as the nomination processes
are in compliance with relevant laws and rules such as Company Law and the
Articles of Association; and the nominee possesses relevant professional
knowledge and relevant policy monitoring and coordination capabilities; and
the qualification of the nominee is in compliance with relevant laws and rules
such as Company Law and the Articles of Association.
For biographical details of Mr. Wu Jing, please refer to the notes of the
Supplemental Notice of 2014 First Extraordinary General Meeting issued by the
Company on the same day.
Since the above-mentioned resolutions are required to be submitted to the
general meeting of the Company for Shareholders' consideration and approval,
the Company has issued the Supplemental Notice of 2014 First Extraordinary
General Meeting to put forward the proposal for Shareholders' consideration
and approval.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 7 January 2014
As at the date of this announcement, the directors of the Company are:
Chen Jinhang, Hu Shengmu, Cao Jingshan, 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
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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