Announcement on Resolutions of BOD
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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
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 Rule 13.09(2) of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules").
The twenty-fifth meeting of the seventh session of the Board (the "Meeting") of
Datang International Power Generation Co., Ltd. (the "Company") was held at the
meeting room on the 5/F, InterContinental Hotel, 11 Financial Street, Xicheng
District, Beijing, the People's Republic of China (the "PRC") on 6 June 2012
(Wednesday). The written notice of the Meeting was dispatched to all Directors
on 28 May 2012. There were 15 Directors eligible for attending the Meeting and 13
of them attended the Meeting. Directors Mr. Hu Shengmu and Mr. Su Tiegang were
unable to attend to the Meeting in person due to business engagements, and had
authorised Directors Mr. Fang Qinghai and Mr. Ye Yonghui, respectively, to attend
the Meeting and vote on their behalves. The Meeting was held 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")
and was lawful and valid. Three supervisors of the Company were present at the
Meeting. Mr. Liu Shunda, Chairman of the Company, presided over the Meeting. The
following resolutions were approved unanimously by the attending Directors and their
authorised proxies by way of voting by show of hands at the Meeting:
1. The "Resolution on the Provision of Guarantees for the Financing of Certain
Companies in which Datang International Holds Controlling or Equity Interests"
was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) The Board approved the Company to provide a guarantee to Chongqing Datang
International Pengshui Hydropower Development Co., Ltd. ("PSH"), a controlled
subsidiary of the Company, covering the full amount of PSH's financing
based on its actual needs. The guarantee amount shall not exceed RMB1.5
billion. The financing shall be primarily used for PSH's payment of
compensation for relocation compensation arrangements and replacement of due
loans;
(2) The Board approved the Company to provide a guarantee to Jiangxi Datang
International Wind Power Development Co., Ltd. ("JXWP"), a wholly-owned
subsidiary of the Company, covering the full amount of JXWP's financing
based on its actual needs. The guarantee amount shall not exceed RMB3,000
million. The financing shall be primarily used for JXWP's construction of
the Jishan Wind Power Project;
(3) The Board approved the Company to provide a guarantee, in proportion to its
shareholding (50%), for the financing of Hebei Yuzhou Energy Multiple
Development Co., Ltd. ("YZE"), an associated company of the Company, based
on its actual needs. The guarantee amount shall not exceed RMB276.5 million.
The financing shall be primarily used for YZE's replacement of due loans and
replenishment of working capital;
(4) The Board approved the Company to provide a guarantee to Jiangxi Datang
International Xinyu Power Generation Co., Ltd. ("XYPG"), a wholly-owned
subsidiary of the Company, covering the full amount of XYPG's financing
based on its actual needs. The guarantee amount shall not exceed RMB243
million. The financing shall be primarily used for XYPG's replacement of
due loans and replenishment of working capital;
(5) Pursuant to the Listing Rules of the Shanghai Stock Exchange, the provision
of guarantees to PSH and XYPG for their financing shall be submitted to the
general meeting of the Company for shareholders' consideration and approval;
The Company will issue a separate announcement after the terms of the above-mentioned
guarantee agreements are determined.
2. The "Resolution on the Purchase of Coal by Datang International Yuncheng Power
Generation Co. from the Fuel Supply Enterprise Owned by CDC" was considered and
approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) The Board approved Shanxi Datang International Yuncheng Power Generation Co.,
Ltd. ("YCPG"), a controlled subsidiary of the Company, to enter into "Coal
Purchase Framework Agreement" with Datang Power Fuel Co., Ltd. ("DF") and
Datang Shaanxi Power Generation Fuel Co., Ltd. ("DSF"), respectively. The
term of the contracts is from 1 January 2012 to 31 December 2012;
(2) The Board approved that the annual cap for the transaction amount shall be
in the total sum of approximately RMB484 million during the term of the Coal
Purchase Framework Agreement.
(3) Directors (including independent Directors) are of the view that the entering
into the Coal Purchase Framework Agreement and the transactions contemplated
thereunder were conducted on normal commercial terms during the ordinary
course of business of the Company, and that the relevant transactions were
fair, reasonable and in the interests of the shareholders of the Company as
a whole.
Since DF and DSF are the wholly-owned or controlled subsidiaries of China Datang
Corporation ("CDC"), the controlling shareholder of the Company, DF and DSF are
therefore connected persons of the Company under the Rules Governing the Listing
of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"). The
above-mentioned transactions constitute continuing connected transactions of the
Company. Connected Directors have abstained from voting on this resolution.
The Company will issue a separate announcement after the Coal Purchase Framework
Agreement is entered into.
3. The "Resolution on Commissioning China National Water Resources & Electric Power
Materials & Equipment Co., Ltd. to Carry Out Centralised Procurement of Project
Construction Materials" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) The Board approved the Company to enter into a "Framework Contract for the
Procurement of Construction Materials" with China National Water Resources &
Electric Power Materials & Equipment Co., Ltd. ("CWEME"). The term of the
contract is from 1 June 2012 to 31 December 2012;
(2) The Board approved that the Company and its subsidiaries shall carry out
centralised procurement of project construction materials through CWEME during
the term of the contract. The annual cap of the procurement amount under the
agreement is expected to be approximately RMB1.2 billion;
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial terms during
the ordinary course of business of the Company, and that the relevant
transaction was fair, reasonable and in the interests of the shareholders
of the Company as a whole.
Since CWEME is a wholly-owned subsidiary of CDC, the controlling shareholder of the
Company, CWEME is therefore a connected person of the Company under the Listing Rules.
The above-mentioned transaction constitutes continuing connected transactions of the
Company. Connected Directors have abstained from voting on this resolution.
The Company will issue a separate announcement after an agreement on the relevant
transaction is entered into.
4. The "Resolution on Entering into the 'Alternative Power Generation Framework
Agreement' with CDC" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) The Board approved the Company to enter into the "Alternative Power Generation
Framework Agreement" with CDC. The term of the agreement is from 1 January
2012 to 31 December 2014;
(2) The Board approved that pursuant to the relevant national energy conservation
and emissions reduction policies as well as the relevant regulations on
alternative electric quantity, the power plants or controlled subsidiaries
of the Company shall conduct transactions in relation to alternative electric
quantity with the power plants or controlled subsidiaries of CDC during the
term of the agreement in accordance with the relevant implementation rules
governing alternative electric quantity on the area of the grids where such
power plants or controlled subsidiaries are located. The annual cap of the
transaction amount is expected to be approximately RMB800 million;
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial terms during
the ordinary course of business of the Company, and that the relevant
transaction was fair, reasonable and in the interests of the shareholders
of the Company as a whole.
As CDC is the controlling shareholder of the Company, CDC is therefore a connected
person of the Company under the Listing Rules. The above-mentioned transaction
constitutes continuing connected transactions of the Company. Connected Directors
have abstained from voting on this resolution.
The Company will issue a separate announcement after an agreement on the relevant
transaction is entered into.
5. The "Resolution on Investment in Constructing the Beijing Gaojing Gas Thermal Power
Project" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) The Board approved the Company to invest in the construction of the Beijing
Gaojing Gas Thermal Power Project, involving a construction size of three
F-grade gas-steam combined cycle back-pressure heating generating units with
a total installed capacity of 1,380 MW. It will be directly operated and
managed by the Company.
(2) The Beijing Gaojing Gas Thermal Power Plant project is expected to involve an
investment of approximately RMB5.7 billion. The project capital accounts for
20% of the total investment, representing approximately RMB1,140 million (to
be paid by the Company's own funds), while the remaining construction funds
will be settled by way of financing.
The Beijing Gaojing Gas Thermal Power Plant project is located in the western
part of Shijingshan District, Beijing, western side of the Company's Beijing
Gaojing Thermal Power Plant. It is expected the project will be completed and
commence production by the end of 2013. The electricity and thermal power
generated by the project will be primarily used to meet the load demand from
the power grids in Beijing and the demand for heating in the Beijing area.
The Company is of the view that the investment in the construction of the
Beijing Gaojing Gas Thermal Power Project will help optimise the Company's
power sources structure, consolidate its development status in the Beijing
area and strengthen its profit base. The project is in the interests of the
shareholders of the Company as a whole.
As the above-mentioned provision of guarantees for the financing of PSH and
XYPG shall be submitted to the general meeting for shareholders' consideration
and approval, the Board has authorised the Secretary to the Board to issue a
notice of the relevant general meeting in due course upon confirmation of the
time for the general meeting and other details.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 6 June 2012
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