Announcement on Resolutions of the Board of Dir...
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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 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 eighth 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 Tuesday, 26 April 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 resolutions were approved unanimously at the Meeting:
1. "The Explanation of the Release of the 2011 First Quarterly Report" was
considered and approved; the Board agreed to release the first quarterly
report in accordance with the relevant requirements.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from
voting
2. "The Resolution on the Provision of Guarantee for the Financing by Shanxi
Datang International Yuncheng Power Generation Company Limited" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from
voting
(1) The Board agreed to provide a guarantee with joint liability by the
Company for the financing by Shanxi Datang International Yuncheng Power
Generation Company Limited ("Yuncheng Company") , a controlling
subsidiary, in an amount not exceeding RMB600 million;
(2) Given the asset-to-liability ratio of Yuncheng Company is over 70%, the
above-mentioned resolution is required to be submitted to a general
meeting for shareholders' consideration and approval. The Company will
separately announce the timing of convening the general meeting.
The Company will issue a separate announcement after the guarantee agreement
was signed.
3. "The Resolution on the Provision of Entrusted Loan to DatangInner Mongolia
DuolunCoal 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 RMB600 million would be released to
Duolun Coal Chemical Company by the Company;
(2) Directors (including 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.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 26 April 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