ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIR...
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of thisannouncement, 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 thisannouncement.
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 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 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 thirty-sixth meeting of the sixth session of the Board (the "Meeting") of
Datang International Power Generation Co., Ltd. (the "Company") was held by way
of written correspondence on Tuesday, 25 May 2010. 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 Fulfillments to the Conditions for Non-public Issue of A
Shares by the Company"was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from
voting.
The Board agreed to the "Resolution on the Fulfillments to the Conditions for
Non-public Issue of A Shares by the Company" and agreed to submit the proposal
to the general meeting for consideration and approval.
2. The "Resolution for Non-public Issue of A Shares"was considered and approved.
The Board agreed to the non-public issue of domestic listed RMB-denominated
ordinary shares (A shares) according to the following proposal and agreed to
submit the following proposal to the general meeting for consideration and
approval. In respect of this resolution, the connected Directors, Mr. Zhai
Ruoyu, Mr. Hu Shengmu and Mr. Fang Qinghai have abstained from voting.
Independent Non-executive Directors are of the view that the proposal is fair,
reasonable and in the interests of the shareholders of the Company as a whole.
(1) Type of shares to be issued and par value
The type of shares to be currently issued is domestic listed RMB-denominated
ordinary shares (A shares) with a par value of RMB1.00 each.
In the event that upon the completion of the current issue of A shares, the
proportion of the total number of H shares to the total number of the Company's
shares is below 25%, the Company shall carry out the procedures of changes in
compliance with the relevant requirements of the Sino-foreign joint ventures.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(2) Method and time of issue
All shares under the current issue shall be issued to specific targets by means
of non-public issue. Shares shall be issued to specific targets at any suitable
time chosen by the Company within six months upon the approval by the China
Securities and Regulatory Commission (the "CSRC").
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(3) Target subscribers and subscription method
The target subscribers under the current non-public issue shall not be more
than ten specific investors, including China Datang Corporation ("CDC"). Except
for CDC, the Board and the lead underwriter shall determine other specific
investors by way of price consultation according to the relevant requirements
of the CSRC after obtaining the approval document from the CSRC.
All target subscribers shall subscribe for the shares under the current issue
by way of cash.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(4) Number of shares to be issued
The number of A shares to be issued in this non-public offering shall not be
more than one billion shares (including one billion shares). Within the above
limit, the Board proposed to the general meeting to authorise the Board to
negotiate with the sponsor and determine the actual number of shares to be
issued with reference to the market situations during the issue. In the event
of any trading of shares on ex-right or ex-dividend basis from the date of the
announcement on the resolutions of the Board to the date of issue, the number
of A shares to be issued under the current non-public issue shall be adjusted
accordingly.
Among the A shares to be issued, CDC shall subscribe for 10% of the ultimate
number of the shares to be issued by way of cash while other specific investors
shall subscribe for the remaining portion of the A shares under the current
issue by way of cash.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(5) Place of listing
The shares under the current issue shall be listed and traded on the Shanghai
Stock Exchange after expiry of the lock-up period.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(6) Issue price and method of pricing
The issue price of the current non-public issue of A shares shall not be lower
than 90% of the average trading prices of the Company's A shares (i.e.: RMB6.81
per share) for the 20 trading days immediately preceding the date of the
announcement on the resolutions of the Board. The final issue price shall be
determined on a best available price basis with reference to the subscription
quotations of the target subscribers after obtaining the approval documents for
issue. CDC will not participate in the process of the market price consultation
regarding the pricing of the issue, but undertakes that it will accept the
result of the price consultation and shall subscribe for the shares at the same
price as other investors.
In the event of any trading of shares on ex-right or ex-dividend basis from the
date of the announcement on the resolutions of the Board to the issue date, the
minimum issue price of the current non-public issue of A shares shall be
adjusted accordingly. The final issue price shall be determined by the Board
and the sponsor (lead underwriter) through negotiation, and according to the
authorisation of the general meeting as well as the requirements of the
relevant laws, regulations and other regulatory documents with reference to the
market situation.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(7) Arrangement for the lock-up period
The A shares to be subscribed by CDC under the current non-public issue shall
not be transferred within 36 months commencing from the date of the completion
of the issue. The A shares to be subscribed by other target subscribers under
the current non-public issue shall not be transferred within 12 months
commencing from the date of the completion of the issue.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(8) Use of fundraising proceeds
The proposed net proceeds under the current non-public issue of shares shall
not exceed RMB8 billion and are planned to be invested in the following
projects:
No. Project to be funded by the Fundraising Total Proceeds
investment of to be
the project invested
(RMB
(RMB billion) billion)
1 Inner Mongolia Datang International Keqi 25.710 2.000
Coal-based Natural Gas Project (with daily
production of 12 million N cubic metres)
2 Liaoning Datang International Fuxin Coal-based 24.570 1.814
Natural Gas Project (with daily production of 12
million N cubic metres)
3 Phase 1 at the Fujian Ningde Nuclear Power 49.342 1.223
Project
4 Chongqing Wujiang Yinpan Hydropower Station 8.045 0.600
5 Liaoning Datang International Fuxin Qianchatai 0.483 0.097
Windpower Project
6 Liaoning Datang International Fuxin Houchatai 0.480 0.096
Windpower Project
7 Inner Mongolia Datang International Chayouhouqi 0.448 0.094
Hongmu Windpower Mill Phase 2 Project
8 Phase 1 of East Unit 2 open-cut coal mine 2.965 0.376
project located in Shengli Coal Mine
9 Repayment of bank loans - 1.700
Total - 8.000
For details about the projects to be involved in the use of the proceeds of the
fundraising, please refer to the "Feasibility Analysis Report on the Use of
Fundraising Proceeds from Non-public Issue of A Shares of Datang International
Power Generation Co., Ltd.". In the event that the Company carried out the
investment in certain relevant projects by using bank loans and internal
resources prior to obtaining the proceeds, the proceeds from the fundraising
shall be used for repaying the relevant bank loans and replenishing the
Company's working capital after obtaining the proceeds. In the event that the
actual net proceeds from the fundraising under the current issue are not
sufficient for the capital required for the projects, the insufficient portion
will be satisfied by the Company's internally generated funds. In the event
that the actual net proceeds under the current issue exceed the capitals
required for the projects, the excess portion shall be used to replenish the
Company's working capital. The Board shall determine the detailed arrangement
for the use of proceeds in the above-mentioned directions of investment
according to the status of approval, authorisation, documentation or
implementation, actual progress and actual amount of the proceeds with
adjustments made with reference to the importance and urgency, actual
investment amount, actual capital requirement and actual progress of the
projects to be invested in.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(9) Arrangement for the accumulated profits prior to the current
issue
After completion of the current non-public issue, the new and existing
shareholders of the Company are entitled to share the accumulated,
undistributed profits of the Company prior to the completion of the current
non-public offering in proportion to their respective shareholdings.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
(10) The effective period for the resolution on the current
non-public issue of shares
The resolution on the current non-public issue of shares shall be effective for
12 months commencing from the day on which the resolutions are considered and
approved by the general meeting.
Voting results: 12 voted in favour, 0 voted against and 3abstained from voting.
3. The "Proposal of the Non-public Issue of A Shares"was considered and
approved.
Voting results: 12voted in favour, 0 voted against and 3 abstained from voting
The Board agreed to the proposal of the Non-public Issue of A Shares. In
respect of this resolution, the connected Directors, Mr. Zhai Ruoyu, Mr. Hu
Shengmu and Mr. Fang Qinghai have abstained from voting.
(For details, please refer to the website of the Shanghai Stock Exchange:
www.sse.com.cn)
4. The "Resolution on entering into a Conditional Share Subscription
Agreement with CDC" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from
voting.
The Board agreed that the Company shall enter into the "A Share Subscription
Agreement" ("Subscription Agreement") with CDC, pursuant to which CDC will
purchase 10% of the ultimate amount of non-public A shares of the issue.
The Directors, including the Independent Non-executive Directors, considered
that the above-mentioned transaction is conducted on normal commercial terms
and is in the ordinary course of business of the Company. The Independent
Non-executive Directors considered that the above-mentioned connected
transaction is fair, reasonable and in the interests of the shareholders of the
Company as a whole.
The above-mentioned issue constitutes connected transaction of the Company and
the connected Directors, Mr Zhai Ruoyu, Mr Hu Shengmu and Mr Fang Qinghai have
abstained from voting.
For details, please refer to the relevant announcement issued by the Company on
the same day.
5. The "Resolution on the Report on the Previous Use of Fundraising
Proceeds" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from
voting.
The Board agreed with the "Report on the Previous Use of Fundraising Proceeds"
issued by the Company in relation to the previous use of fundraising proceeds
and agreed to submit the proposal to the general meeting for consideration.
(For details, please refer to the website of the Shanghai Stock Exchange:
www.sse.com.cn)
6. The "Resolution on the Feasibility Analysis Report on the Use of
Fundraising Proceeds under the Current Non-public Issue of A Shares" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from
voting.
The Board agreed with the Company's "Feasibility Analysis Report on the Use of
Fundraising Proceeds under the Current Non-public Issue of A Shares", and
agreed to submit the proposal to the general meeting for consideration.
(For details, please refer to the website of the Shanghai Stock Exchange:
www.sse.com.cn)
7. The "Resolution on the General Meeting to Authorise the Board to Conduct
All Matters in relation to the Current Non-public Issue of A Shares at its
Discretion" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from
voting.
The Board agreed to propose to the general meeting to authorise the Board to
conduct all matters in relation to the current non-public issue of A shares at
its discretion within the effective period for the resolution on the current
non-public issue, including but not limited to:
(1) To authorise the appointment of intermediary institutions including the sponsor
(lead underwriter) to deal with the registration matters relating to the
current non-public issue of shares;
(2) To authorise the formulation and implementation of the detailed proposal of the
current non-public issue of shares with reference to actual conditions,
including but not limited to the selection of specific timing of issue, issue
quantity, issue date, issue price as well as target subscribers, etc;
(3) To authorise the determination of the detailed arrangement for the use of
proceeds in the above-mentioned directions of investment according to the
status of approval, authorisation, documentation or implementation, actual
progress and actual amount of the proceeds with adjustments made with reference
to the importance and urgency, actual investment amount, actual capital
requirement and actual progress of the projects to be invested. Under the
premises that the then applicable laws of the PRC shall be complied with, if
the State stipulates new regulations relating to the non-public issue, or if
the regulatory authorities set out new requirements or if market conditions
change, the Board shall make adjustments to the current non-public offering
proposal and the directions of investment pursuant to the regulations of the
State and the requirements of the regulatory authorities (including the
feedback on the approval for the application for the current non-public issue)
and the market conditions except for matters which require re-voting at the
general meeting according to laws and regulations and the Articles of
Association;
(4) To authorise the signing, amendment, supplement, submission, registration and
execution of all documents and agreements in relation to the current non-public
issue and listing;
(5) To authorise the corresponding registration for change in shareholding
according to the actual result of the current non-public issue of shares;
(6) To authorise the handling of matters relating to the listing and trading of the
non-public issued shares on the Shanghai Stock Exchange after the completion of
the current non-public issue of shares;
(7) To authorise the amendments to the relevant articles of the Articles of
Association in relation to various aspects, including the registered capital
and capital structure, resulting from the current non-public issue of shares,
and the application for investment changes as a foreign invested enterprise,
including amendments to the Articles of Association, with the Ministry of
Commerce and the application for changes in industry and the commerce
registration with the industry and commerce authorities, after the completion
of the current non-public issue of shares;
(8) To authorise the conducting of other matters relating to the current non-public
issue of shares;
(9) In the event that new requirements are made in laws, regulations and other
regulatory documents or the securities regulatory authorities set out new
requirements relating to the policies on issue of new shares, new requirements
are made in the regulatory authorities or the market condition changes, to
authorise the Board to make corresponding adjustments to the current detailed
non-public offering proposal according to the new rules, new requirements of
the regulatory authorities and the market conditions, save and except that such
new requirements require re-voting at the general meeting;
(10) The above authorised matters shall be effective within 12 months commencing
from the day on which the resolutions are considered and approved at the
Company's general meeting.
8. The "Resolution on the appointment of the auditor of the Company for the
year 2010" is considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
The Board agreed to appoint RSM China Certified Public Accountants and RSM
Nelson Wheeler Certified Public Accountants (collectively the "RSM") as
certified public accountants for carrying out the domestic and overseas
auditing work of the Company for the year 2010.
RSM has qualifications in carrying out the overseas and domestic auditing work
of the Company, as well as experience of auditing work of related industries
and is able to fulfill the auditing requirements of the Company's financial
reports for the year 2010.
According to the Notice of 2009 Annual General Meeting issued on 27 April 2010,
the annual general meeting of the Company will be convened at 9:00 a.m. on 11
June 2010. The Board will base on the written requests of the shareholder
holding 5% or more of shares with voting right to submit the above-mentioned
resolutions numbered 1, 2, 5, 6, 7 and 8 as supplemental resolutions to the
2009 annual general meeting for consideration and approval.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 25 May 2010
As at the date of this announcement, the Directors of the Company are:
Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*,
Yu Changchun*, Xia Qing* and Li Hengyuan*.
* Independent non-executive Directors