Announcement on Resolution of the Board of Dire...
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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: 991)
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 "Listing
Rules").
The fifth 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 Friday, 28 January 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 the
Company. The following resolution was approved unanimously at the Meeting:
1. "The Resolution on the Provision of Counter-guarantee forthe Loan of Datang
International (Hong Kong) Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from voting
In view of the provision of the guarantee by China Datang Overseas Investment
Co., Limited ("Datang Overseas Investment"), a wholly-owned subsidiary of China
Datang Corporation, with its H shares of the Company as a pledge to secure the
loan not exceeding HK$690 million to be borrowed by Datang International (Hong
Kong) Ltd. ("Hong Kong Company"), a wholly-owned subsidiary of the Company,
from Bank of China (Hong Kong) Limited, the Board agreed that the Company would
provide a counter-guarantee in respect of the above-mentioned guarantee for
Datang Overseas Investment. The counter-guarantee will be provided on a
joint-liability basis for an amount not exceeding HK$690 million.
The Directors (including independent Directors) are of the view that the
guarantee and counter-guarantee are conducted on normal commercial terms during
the Company's ordinary course of business. The relevant transactions are fair,
reasonable and in the interests of the Company and its shareholders as a whole.
The above-mentioned guarantee to be provided by Datang Overseas Investment for
the loan to be borrowed by Hong Kong Company and the counter-guarantee provided
by the Company for Datang Overseas Investment constitute connected transactions
of the Company. Connected directors Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang
Qinghai have abstained from voting.
As the asset-liability ratio of Hong Kong Company is over 70%, the resolution
is required to be submitted to the extraordinary general meeting ("EGM") for
shareholders' approval. The time of convening the EGM will be announced
separately by the Company.
For details of the counter-guarantee, please refer to the relevant announcement
of the Company published on the same day.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 28 January 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