Announcement on Resolutions of the Board of Dir...
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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 ON RESOLUTIONs OF THE BOARD OF DIRECTORS
AND
ANNOUNCEMENT ON CHANGE OF MEMBERS OF AUDIT COMMITTEE, THE STRATEGY AND
INVESTMENT COMMITTEE AND THE REMUNERATION AND APPRAISAL COMMITTEE
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.
The third meeting of the seventh session of the Board (the "Meeting") of Datang
International Power Generation Co., Ltd. (the "Company") was held at the
conference room on the 16/F of the Company's head office at No. 9 Guangningbo
Street, Xicheng District, Beijing on Friday, 22 October 2010. The written
notice of meeting had been dispatched on 9 October 2010. There were 15
Directors eligible for attending the Meeting and 12 of them attended the
Meeting in person. Liu Haixia, Li Gengsheng and Jiang Guohua, Directors of the
Company, were absent from the Meeting due to business engagements and had
respectively appointed Guan Tiangang, Ye Yonghui and Li Hengyuan, Directors of
the Company, to attend the Meeting on their behalves and exercise their voting
rights. The Meeting was held in compliance with the provisions of the Company
Law of the PRC and the articles of association of the Company. The Meeting was
lawful and valid. The supervisors of the Company were present at the Meeting.
The Meeting was chaired by Mr. Liu Shunda, Chairman of the Company. The
following resolutions were considered and approved unanimously by the Directors
and their authorised proxies who voted by a show of hands at the Meeting:
1. "The Resolution on the Allowance Criteria for the Directors of the Seventh
Session of the Board and the Supervisors of the Seventh Session of the
Supervisory Committee" was considered.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
The Board agreed that (1) an allowance of RMB60,000 (after tax) (RMB75,000
before tax) would be paid on a lump sum basis to each independent non-executive
director every year; (2) non-executive directors (including independent
non-executive directors) and external supervisors of the Company would be
reimbursed for their travel expenses, meal and lodging expenses and other
out-of-pocket expenses (collectively referred to as the "Travel Subsidies")
incurred during the period for attending the meetings of the Board and the
Supervisory Committee convened by the Company; and (3) the above plan on
allowance for independent non-executive directors and Travel Subsidies for
non-executive directors and external supervisors would be submitted to the
general meeting for consideration and approval.
2. "The Resolution on the Adjustments of Members of the Specialised Committees of
the Board of the Company" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
The Board agreed that the composition of members of the specialised committees
of the Board after the adjustments would be as follows:
(1) The Audit Committee
Convenor: Jiang Guohua
Members: Li Hengyuan, Zhao Jie, Guan Tiangang and Ye Yonghui
(2) The Strategy and Investment Committee
Convenor: Li Yanmeng
Members: Zhao Zunlian, Cao Jingshan, Fang Qinghai, Liu Haixia, Su Tiegang
and Li Gengsheng
(3) The Remuneration and Appraisal Committee
Convenor: Zhao Jie
Members: Li Hengyuan, Jiang Guohua, Hu Shengmu and Zhou Gang
3. "Explanatory Notes on the Third Quarterly Report of 2010" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
The Board agreed to the Third Quarterly Report of 2010 of the Company.
4. "The Resolution on the Provision of Guarantee for the Financing of Inner
Mongolia Hohhot Pumped Storage Power Generation Company" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
The Board agreed that the Company would provide a joint liability guarantee in
proportion to its equity ratio of 3.14% for the financing of Inner Mongolia
Hohhot Pumped Storage Power Generation Company based on its actual needs with
the guarantee amount not exceeding RMB131 million.
The Company shall issue a separate announcement upon entering into the relevant
guarantee agreement.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 22 October 2010
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