Announcement on Resolution of the Board of Dire...
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Limited take no responsibility for the contents of this announcement, make no
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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 RESOLUTION
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 content 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 twenty-first 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 Wednesday, 21 December 2011. 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 of the People's Republic of China" and the "Articles of
Association of Datang International Power Generation Co., Ltd.". The following
resolution was approved unanimously at the Meeting:
"The Resolution on the Acquisition of Small-capacity Units" was considered and
approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) In order to implement PRC's "replacing small units with large units"
policy, and carry out the preliminary work of the Wushashan Power Plant
project phase 2, the Board approved the Company to conduct small-capacity
unit transaction with Datang Shandong Power Generation Company Ltd.
("Shandong Company").
(2) The Board approved the Company to acquire the shut-down 120 MW capacity
indices of small coal-fired power units owned by Shandong Company at
RMB1,200 per kW, in the aggregate sum of RMB144 million.
(3) Directors (including Independent Directors) were of the view that the
above transaction was conducted on normal business terms and in the
ordinary course of business of the Company, and the transaction was fair,
reasonable and in the interests of the shareholders of the Company as a
whole.
As the above transaction constitutes a connected transaction of the Company,
the connected Directors have abstained from voting in respect of this
resolution.
For details of this transaction, please refer to the connected transaction
announcement to be published by the Company on the same day.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 21 December 2011
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