Announcement on Resolutions of the Board of Dir...
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Limited take no responsibility for the contents of this announcement, make no
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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: 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 Rule 13.09(2) of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules").
The fourteenth 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 of 5/F, InterContinental Hotel, 11 Financial Street, Xicheng
District, Beijing, the People's Republic of China (the "PRC") on 26 August 2011
(Friday). The written notice of the Meeting was dispatched to all Directors on
16 August 2011. There were 15 Directors eligible for attending the Meeting and
15 of them attended the Meeting. The Meeting was 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. The following resolutions were formed
and approved unanimously at the Meeting:
1. The "Explanation on the Disclosure of 2011 Interim Results" was considered
and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board approved the content of the 2011 interim report (including the
financial statements in the interim report), the summary of the interim report
and the results announcement ("2011 Interim Results") of the Company.
2. The "Specific Report on the Deposit and the Actual Application of the Funds
Raised by the Company during the First Half of 2011" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board approved the "Specific Report on the Deposit and the Actual
Application of the Funds Raised by the Company during the First Half of 2011".
3. The "Resolution on the Capital Contribution by China Datang Corporation to
Chaozhou Power Company" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board agreed to the participation of China Datang Corporation ("CDC")
in the capital increase and share capital enlargement plan for Guangdong Datang
International Chaozhou Power Company Limited ("Chaozhou Power Company"), a
controlled subsidiary of the Company, by making a capital contribution
representing an equity investment of 22.5% and amounting to approximately
RMB874 million. Upon completion of the capital increase and the share capital
enlargement, the shareholdings of the shareholders of Chaozhou Power Company
will be adjusted so that the Company will hold 52.5% equity interests (formerly
75%), CDC will hold 22.5% equity interests and other shareholders will hold 25%
equity interests in aggregate.
(2) Since CDC is a controlling shareholder of the Company, the above-mentioned
capital increase and share capital enlargement constitutes a connected
transaction of the Company. Connected Directors have abstained from voting on
this resolution.
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal business 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.
The Company will issue a separate announcement after an agreement on the
capital increase and share capital enlargement of Chaozhou Power Company is
signed.
4. The "Resolution on Equity Investment in Ganzi Hydropower Company by China
Datang Corporation" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board agreed to the participation of CDC in the capital increase and
share capital enlargement plan for Sichuan Datang International Ganzi
Hydropower Development Company Limited ("Ganzi Hydropower Company"), a
controlled subsidiary of the Company, by making a capital contribution
representing an equity investment of 27.5% and amounting to approximately
RMB220 million. Upon completion of the capital increase and share capital
enlargement, the shareholdings of the shareholders of Ganzi Hydropower Company
will be adjusted so that the Company will hold 52.5% equity interests (formerly
80%), CDC will hold 27.5% equity interests and other shareholders will hold 20%
equity interests in aggregate.
(2) Since CDC is the controlling shareholder of the Company, the
above-mentioned capital increase and share capital enlargement constitutes a
connected transaction of the Company. Connected Directors have abstained from
voting on this resolution.
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal business 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.
The Company will issue a separate announcement after an agreement on the
capital increase and share capital enlargement for Ganzi Hydropower Company is
signed.
5. The "Resolution on the Provision of Guarantees for the Financing for
Companies with Controlling or Investment Interests including Hebei Datang
International Qian'an Thermal Power Generation Company Limited" 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 with joint liability
to Hebei Datang International Qian'an Thermal Power Generation Company Limited
("Qian'an Thermal Power Generation Company"), a controlled subsidiary of the
Company, covering the full amount of Qian'an Thermal Power Generation Company's
financing according to its actual needs. The guarantee amount shall not exceed
RMB60 million and shall be used for the replacement of due loans and the
replenishment of working capital.
(2) The Board approved the Company to provide a guarantee with joint liability
to Yueneng (Holdings) Co., Ltd. ("Yueneng Co."), a wholly-owned subsidiary of
the Company, covering the full amount of Yueneng Co.'s financing according to
its actual needs. The guarantee amount shall not exceed RMB100 million and
shall be used for the replacement of due loans and the replenishment of working
capital.
(3) The Board approved the Company to provide a guarantee with joint liability
to Jiangxi Datang International Xinyu Power Generation Company Limited ("Xinyu
Power Generation Company"), a wholly-owned subsidiary of the Company, covering
the full amount of Xinyu Power Generation Company's financing based on its
actual needs. The guarantee amount shall not exceed RMB180 million and shall be
used for the replacement of due loans and the replenishment of working capital.
(4) The Board approved the Company to provide a guarantee with joint liability
to Fujian Datang International Zhao'an Wind Power Co. Ltd. ("Zhao'an Wind Power
Co."), a wholly-owned subsidiary of the Company, covering the full amount of
Zhao'an Wind Power Co.'s financing according to its actual needs. The guarantee
amount shall not exceed RMB343 million and shall be used for project
construction.
(5) The Board approved the Company to provide a guarantee with joint liability
to Gansu Datang International Liancheng Power Generation Company Limited
("Liancheng Power Generation Company"), a controlled subsidiary of the Company,
covering the full amount of Liancheng Power Generation Company's financing
according to its actual needs. The guarantee amount shall not exceed RMB640
million and shall be used for the replacement of due loans and the
replenishment of working capital.
(6) Since Datang Energy and Chemical Co., Ltd. ("Energy and Chemical Co."), a
wholly-owned subsidiary of the Company, holds 60% equity interests in Inner
Mongolia Duolun Coal Chemical Co., Ltd. ("Duolun Coal Chemical Co."), the Board
approved the Company to provide a guarantee with joint liability for the
existing loans of RMB7,000 million of Duolun Coal Chemical Co. according to the
Energy and Chemical Co.'s shareholding (60%) in Duolun Coal Chemical Co. The
guarantee amount shall not exceed RMB4,200 million and shall be used for
later-stage project construction.
(7) The Board approved the Company to provide a guarantee with joint liability
to Hebei Weizhou Energy Development Co., Ltd. ("Weizhou Energy Development
Co.") for Weizhou Energy Development Co.'s financing according to its actual
needs based on the Company's percentage of shareholding (50%). The guarantee
amount shall not exceed RMB125 million and shall be used for the replacement of
due loans and the replenishment of working capital.
(8) The Board approved the Company to provide a guarantee with joint liability
to Hebei Jitong Zhenglanzhang Railway Co., Ltd. ("Jitong Zhenglanzhang Railway
Co.") for Jitong Zhenglanzhang Railway Co.'s financing according to its actual
needs based on the Company's percentage of shareholding (10%). The guarantee
amount shall not exceed RMB28.5 million and shall be used for railway project
construction.
(9) The Board approved Shanxi Datang International Zuoyun Wind Power Company
Limited, a wholly-owned subsidiary of the Company, to provide a guarantee with
joint liability to Shanxi Datang International Yungang Thermal Power Company
Limited ("Yungang Thermal Power Company"), a wholly-owned subsidiary of the
Company, covering the full amount of Yungang Thermal Power Company's financing
according to its actual needs. The guarantee amount shall not exceed RMB80
million and shall be used for the replacement of due loans and the
replenishment of working capital.
Since the asset-liability ratios of Qian'an Thermal Power Generation Company,
Xinyu Power Generation Company, Liancheng Power Generation Company, Duolun Coal
Chemical Co. and Yungang Thermal Power Company are all over 70%, the
resolutions on the provisions of guarantees by the Company for their financing
previously referred to in (1), (3) , (5), (6) and (9) are required to be tabled
for shareholders' consideration at a general meeting of the Company pursuant to
the Listing Rules of the Shanghai Stock Exchange.
The Company will issue a separate announcement after the relevant agreements
relating to the guarantee arrangements under the above-mentioned (1) to (9) are
signed.
6. The "Resolution on the Provision of an Entrusted Loan to Jiangsu Datang
International Lusigang Power Generation Company Limited" was considered and
approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board approved the Company to grant an entrusted loan with an amount of
not exceeding RMB600 million to Jiangsu Datang International Lusigang Power
Generation Company Limited ("Lusigang Power Generation Company"), a controlled
subsidiary of the Company, based on the actual needs of Lusigang Power
Generation Company. The entrusted loan shall be repaid after other financings
for Lusigang Power Generation Company are in place. The term of the entrusted
loan is one year at a loan interest rate based on the prevailing benchmark
lending rate charged to financial institutions for the same period as announced
by the People's Bank of China.
(2) Since CDC, the controlling shareholder of the Company, holds 35% equity
interests in Lusigang Power Generation Company, Lusigang Power Generation
Company is a connected person of the Company pursuant to the Listing Rules.
Therefore, the above-mentioned entrusted loan constitutes a connected
transaction of the Company. Connected Directors have abstained from voting on
this resolution.
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal business 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.
The Company will issue a separate announcement after an agreement on the
entrusted loan is signed.
7. The "Resolution on the Provision of an Entrusted Loan to Sichuan Datang
International Ganzi Hydropower Development Company Limited" was considered and
approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board approved the Company to grant an entrusted loan with an amount
not exceeding RMB1,000 million to Ganzi Hydropower Company, a controlled
subsidiary of the Company, based on the actual needs of Ganzi Hydropower
Company. The entrusted loan shall be used for project construction. The term of
the entrusted loan is five years at a loan interest rate based on the
prevailing benchmark lending rate charged to financial institutions for the
same period as announced by the People's Bank of China.
(2) Since CDC is the controlling shareholder of the Company and CDC's equity
investment (27.5%) in Ganzi Hydropower Company has been considered and approved
at this Board meeting, Ganzi Hydropower Company is a connected person of the
Company under the Listing Rules. Therefore, the above-mentioned entrusted loan
constitutes a connected transaction of the Company. Connected Directors have
abstained from voting on this resolution
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal business 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.
The Company will issue a separate announcement after an agreement on the
entrusted loan is signed.
8. The "Resolution on Investing in the Construction of Zhangtang Railway
Project with Capital Contribution" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) The Board approved the Company to make a capital increase to Mengii Railway
Company Limited ("Mengii Railway Company"), based on its existing equity
investment (9%) and amounting to approximately RMB1,800 million, which will be
paid in stages and in tranches according to the schedule of project progress,
for investing in the construction of the Zhangtang Railway project.
(2) The matter relating to the capital increase constitutes a discloseable
transaction pursuant to the Listing Rules. For details of the capital increase,
please refer to the relevant announcement published by the Company on the same
day.
9. The "Resolution on Investing in the Construction of the Data Coal Logistics
Park Zone Project with Capital Contribution" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board approved the Company to contribute approximately RMB65.03 million
in proportion to its 35% equity interests for the establishment of Inner
Mongolia Datang Data Energy Co., Ltd. with China Datang Coal Industry Co., Ltd.
("China Datang Coal Industry Co.") for the joint investment in and the
construction of phase 1 of the Data Coal Logistics Park Zone project.
(2) Since China Datang Coal Industry Co. is a controlled subsidiary of CDC, a
controlling shareholder of the Company, the above-mentioned capital
contribution constitutes a connected transaction of the Company. Connected
Directors have abstained from voting on this resolution.
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal business 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.
The Company will issue a separate announcement pursuant to the Listing Rules
after an agreement on the capital contribution is signed.
10. The "Resolution on the Adjustment of Arrangements for the Use of Funds
Raised from the Non-public Issue" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board approved the Company to adjust, within the mandate granted by the
shareholders at the general meeting, the arrangements for the use of funds
raised from the non-public issue of A shares. The size of the raised funds for
use shall be adjusted from the originally proposed amount of RMB8,000 million
to RMB6,670.95 million. The specific adjustment proposal is set out as follows:
No. Project to be funded Amount of Amount of Reason for adjustment
by raised funds raised funds actually
originally raised funds
proposed to to be
be committed committed
(RMB100 (RMB100
million) million)
1 Inner Mongolia Datang 20 20 -
International Keqi
Coal-based Natural Gas
Project (with daily
production of 12
million N cubic
metres)
2 Liaoning Datang 18.14 11.6964 The total amount of
International Fuxin funds raised decreased
Coal-based Natural Gas and so the allocated
Project (with daily portion is to be
production of 12 adjusted according to
million N cubic the progress of
metres) project implementation
and project capital
plan
3 Phase 1 of Fujian 12.23 12.23 -
Ningde Nuclear Power
Project
4 Chongqing Wujiang 6 2.9131 The total amount of
Yinpan Hydropower funds raised decreased
Station and so the allocated
portion is to be
adjusted according to
the progress of
project implementation
and project capital
plan
5 Liaoning Datang 0.97 0.97 -
International Fuxin
Qianchatai Windpower
Project
6 Liaoning Datang 0.96 0.96 -
International Fuxin
Houchatai Windpower
Project
7 Phase 2 of Inner 0.94 0.94 -
Mongolia Datang
International
Chayouhouqi Hongmu
Windpower Mill Project
8 Phase 1 of Shengli 3.76 0 The project already
Open-cut Coal Mine commenced operation
East Unit 2
9 Repayment of bank 17 17 -
loans
Total 80 66.7095
11. The "Explanation relating to the Convening of the Third Extraordinary
General Meeting for 2011" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed to convene the third extraordinary general meeting ("EGM") for
2011 before the end of December 2011 to consider the aforesaid guarantees and
other related matters.
A separate announcement on the notice of the EGM will be issued after a
specific date for the EGM is determined.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 26 August 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* and Jiang Guohua*.
* Independent non-executive Directors
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