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 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: 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 content of this announcement.
This announcement is made pursuant to Rules 13.09(1) and 13.09(2) of the Rules
Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules").
The thirteenth 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, 8 July 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 resolutions
were approved unanimously at the Meeting:
1 The "Profit Distribution Proposal for the Year 2010" was considered and
approved, and the Board agreed to propose the same to the extraordinary
general meeting for consideration and approval.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
(1) The Board agreed to set aside 10% of the net profit of the parent company
under the PRC Accounting Standards for Business Enterprises as statutory
surplus reserve, amounting to approximately RMB207.76 million;
(2) The Board agreed to the Company's proposed distribution of dividend of
RMB0.07 (including tax) per share. Based on the total issued share capital
of 13,310,037,579 shares upon completion of the non-public issue of A
shares, total cash dividends are estimated to amount to approximately
RMB931.70 million;
(3) The Board agreed to set aside approximately RMB1,337.80 million as
discretionary surplus reserve. The undistributed profit of the Company
under the International Financial Reporting Standards amounted to 0; and
the undistributed profit of the Company under the PRC Accounting Standards
for Business Enterprises amounted to approximately RMB644.11 million;
(4) The Board agreed to distribute cash dividends on the basis of the total
number of shares actually recorded on the register of members as at the
record date for declaration of dividends. Among the cash dividends to be
distributed by the Company, dividends to be distributed to domestic
shareholders will be declared in and paid in RMB, while those to be
distributed to foreign shareholders will be declared in RMB but paid in
Hong Kong dollars. The exchange rate for Hong Kong dollar shall be based on
the average closing price of Hong Kong dollar to RMB published by the
People's Bank of China over each business day within the week immediately
preceding the date of the declaration of dividends;
(5) The Board agreed that the record date on which the holders of H shares are
entitled to the payment of dividends will still be implemented according to
the relevant terms regarding the record date for the entitlement of final
dividends distribution for the holders of H shares as specified under the
section of "Closure of the Register of Members of the Company" in the
"Notice of 2010 Annual General Meeting", published by the Company to the
holders of H shares on 15 April 2011, meaning that holders of H shares
whose names appear on the register of members of the Company at the close
of business, i.e. 4:00 p.m., on 4 May 2011 are entitled to the payment of
final dividends for year 2010 . The record date for the entitlement to the
payment of final dividends for holders of A shares will be announced
separately upon approval by the general meeting;
(6) The Board agreed to submit the above-mentioned profit distribution proposal
to the general meeting for consideration and approval, and such proposal
will be implemented and completed within two months upon approval by the
general meeting;
(7) The Board agreed to convene an extraordinary general meeting to consider
and approve the profit distribution proposal and other matters, and
authorize the Secretary to the Board to issue the relevant notice of
general meeting in accordance with the determined schedule as appropriate.
2 The "Resolution on the Provision of Entrusted Loan to Datang Inner Mongolia
Duolun Coal Chemical Company Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from voting
(1) The Board agreed that based on the actual needs of Datang Inner Mongolia
Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company"), an
entrusted loan of not more than RMB700 million would be released to Duolun
Coal Chemical Company by the Company or its subsidiaries; the term for the
entrusted loan is 3 years, and the lending rate shall be determined
according to the prevailing benchmark interest rate for loans offered by
financial institutions during the same period as announced by the People's
Bank of China;
(2) The Directors (including the Independent Directors) considered that the
above-mentioned transaction was conducted on normal business terms and in
the ordinary course of business of the Company, and the relevant
transaction was fair, reasonable and in the interests of the shareholders
of the Company as a whole;
(3) The above-mentioned transaction constitutes a connected transaction of the
Company. Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang Qinghai, connected
directors of the Company, have abstained from voting on the resolution.
The Company will issue a separate announcement after the entrusted loan
agreement was signed.
3 The "Resolution on the Company's Replacement of Self-financing Funds
Already Committed in Advance to Fund-raising Investment Projects with
Raised Funds" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
(1) According to the audited "Attestation Report on Self-financing Funds
Previously Committed to Fund-raising Investment Projects" ("Attestation
Report") (ZhongruiYuehua Zhuan Shen Zi [2011] No. 1564) issued by RSM China
Certified Public Accountants Co., Ltd., as at 25 May 2011, the
self-financing funds already committed in advance to the fund-raising
investment projects of the Company's non-public issue of shares amounted to
RMB1,532.75 million;
(2) The Board agreed to the following replacement proposal:
No. Project to be funded by raised funds Self-financing funds
already committed in
advance but proposed to
be replaced by raised
funds
(RMB100 million)
1. Inner Mongolia Datang International Keqi 1.0000
Coal-based Natural Gas Project (with daily
production of 12 million N cubic metres)
2. Liaoning Datang International Fuxin Coal-based 1.9000
Natural Gas Project (with daily production of
12 million N cubic metres)
3. Phase 1 of Fujian Ningde Nuclear Power Project 9.4277
4. Chongqing Wujiang Yinpan Hydropower Station 1.2732
5. Liaoning Datang International Fuxin Qianchatai 0.5944
Windpower Project
6. Liaoning Datang International Fuxin Houchatai 0.5447
Windpower Project
7. Phase 2 of Inner Mongolia Datang International 0.5875
Chayouhouqi Hongmu Windpower Mill Project
Total 15.3275
(3) The Directors including the Independent Directors considered that the
Company's replacement of self-financing funds already committed in advance
to fund-raising investment projects with raised funds is in line with the
Company's development needs, and is conducive to improving the utilisation
efficiency of the Company's capital and reducing financial expenses without
damaging the interests of small and medium-sized shareholders as a whole;
(4) The Independent Directors considered that the Company's replacement of
self-financing funds already committed in advance to fund-raising
investment projects with raised funds is in compliance with the relevant
rules of the "Administrative Rules of Listed Companies' Raised Fund of the
Shanghai Stock Exchange".
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 11 July 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