Announcement on Resolutions of the Board of Dir...
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DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the
People's Republic of China)
(Stock Code: 00991)
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 contents 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 twenty-third 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 no. 1608, head office of the Company, No. 9 Guangningbo Street, Xicheng
District, Beijing, the People's Republic of China (the "PRC") on 23 March 2012
(Friday). The written notice of the Meeting was dispatched to all Directors on 9
March 2012. There were 15 Directors eligible for attending the Meeting and ten of
them attended the Meeting. Directors Mr. Hu Shengmu, Mr. Liu Haixia, Mr. Li
Gengsheng, Ms. Zhao Jie and Mr. Jiang Guohua were unable to attend to the Meeting in
person due to business engagements, and they had authorised Directors Mr. Fang
Qinghai, Mr. Guan Tiangang, Mr. Zhou Gang, Mr. Li Yanmeng and Mr. Zhao Zunlian,
respectively, to attend the Meeting and vote on their behalves. 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 three supervisors of the Company were
present at the Meeting. Mr. Liu Shunda, the Chairman of the Company, presided over
the Meeting. The following resolutions were approved unanimously by the attending
Directors and their authorised proxies by way of voting by show of hands at the
Meeting:
1. "The Report of the President" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
2. "The Report of the Board for the Year 2011" (including Independent Directors'
Report on Work) was considered and approved; and the same was agreed to be
submitted to the 2011 annual general meeting for consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
3. The "Report of Final Accounts for the Year 2011" was considered and approved;
and the same was agreed to be submitted to the 2011 annual general meeting for
consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
4. The "2011 Profit Distribution Proposal" was considered and approved; and the
same was agreed to be submitted to the 2011 annual general meeting for
consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
As audited by RSM China Certified Public Accountants Co., Ltd. and RSM Nelson
Wheeler, for the year ended 31 December 2011, net profit attributable to equity
holders of the Company amounted to approximately RMB1,910.11 million under PRC
Accounting Standards for Business Enterprises ("PRC Accounting Standards") and
RMB1,971.20 million under International Financial Reporting Standards ("IFRS"),
respectively. The Company withdrew 10% of the net profit of the parent company
under PRC Accounting Standards as statutory surplus reserve fund amounting to
approximately RMB322.72 million for the year 2011.
The Company's profit distribution proposal for the year 2011 is as follows:
Based on the Company's total share capital (as at 31 December 2011, the
Company's total share capital was 13,310,037,578 shares), the Company proposes
to distribute a dividend of RMB0.11 per share (tax included) to all
shareholders and the total amount of the proposed dividends to be distributed
is approximately RMB1,464.10 million.
5. The "Explanation on 2011 Connected Transactions" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
The Directors (including independent Directors) agreed on the "Explanation on
2011 Connected Transactions". The Directors and independent non-executive
Directors were of the view that the connected transactions of the Company
during 2011 were conducted on normal commercial terms and in the ordinary
course of business of the Company, and the connected transactions were fair,
reasonable and in the interests of the shareholders of the Company as a whole.
The connected Directors have abstained from voting in respect of this
resolution.
6. The "Explanation on the Appropriation of the Company's fund by a Controlling
Shareholder and Other Connected Parties" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
Directors (including independent Directors) confirmed the audit findings, which
was conducted by the Company's auditors RSM China Certified Public Accountants
Co., Ltd, in respect of the "Appropriation of the Company's Funds by a
Controlling Shareholder and Other Connected Parties", and confirmed that there
was no new appropriation of the Company's funds by the Company's controlling
shareholder and other connected parties for non-operating purpose during the
year:
7. The "Self-assessment Report on Internal Control in 2011" was considered and
approved. The "Self-assessment Report on Internal Control in 2011" was agreed
to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
8. The "Resolution on the Social Responsibility Report for the Year 2011" was
considered and approved. The "Social Responsibility Report for the Year 2011"
was agreed to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
9. The "2011 Annual Report, Summary of the Annual Report and Results Announcement"
were considered and approved. The 2011 Annual Report, Summary of Annual Report
and Results Announcement were agreed to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
10. The "Resolution on the Appointment of RSM as the Auditor of the Company" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed to re-appoint RSM China Certified Public Accountants (Special
Ordinary Partnership) and RSM Nelson Wheeler Certified Public Accounts (Hong
Kong) as certified public accountants for carrying out the domestic and
overseas auditing work of the Company, respectively, for the year 2012. The
appointment term is one year.
The Board agreed to submit the above-mentioned resolution to the 2011 annual
general meeting for shareholders' consideration.
11. The "Resolution on the Provision of a Counter-guarantee for the Borrowings of
Datang International (Hong Kong) Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
The Board approved that China Datang Overseas Investment Co., Ltd. ("CDTO")
shall provide a guarantee for the borrowings of Datang International (Hong
Kong) Limited, a wholly-owned subsidiary of the Company, with its 358,680,000 H
shares held in the Company, and that the Company shall provide a
counter-guarantee for the guarantee by CDTO. The counter-guarantee amount
shall not exceed HK$660 million, and shall be a guarantee with joint liability;
Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial terms in 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 above-mentioned counter-guarantee constitutes a connected transaction of
the Company. Connected Directors have abstained from voting on this resolution.
The Company will issue a separate announcement after the terms of the relevant
agreement are determined, and the agreement will be submitted to the general
meeting for shareholders' consideration and approval pursuant to relevant
requirements.
12. The "Resolution on the Provision of a Counter-guarantee to China Datang
Corporation for the China Life Insurance-Datang Power Debt Investment Plan" was
considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
Since China Datang Corporation ("CDC") proposed to provide a guarantee with
joint liability and full amount covering the marginable RMB3,000 million China
Life Insurance-Datang Power Debt Investment Plan, which the Company has
proposed to set up jointly with China Life Insurance Asset Management Co., Ltd.,
the Board approved that the Company shall provide a counter-guarantee for the
guarantee provided by CDC with its 52.5% equity interest held in Sichuan Datang
International Ganzi Hydropower Development Company Limited ("GHC").
Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial 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 above-mentioned transaction constitutes a connected transaction of the
Company. Connected Directors have abstained from voting on this resolution.
The Company will issue a separate announcement after an agreement on the
relevant transaction is entered into, and the agreement will be submitted to
the general meeting for shareholders' consideration and approval pursuant to
relevant requirements.
13. The "Resolution on the Provision of a Guarantee for the Financing of Certain
Subsidiaries of Datang International" 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 to Zhejiang Datang
International Jiangshan Xincheng Thermal Power Co., Ltd. ("JXTP"), a
wholly-owned subsidiary of the Company, covering the full amount of
JXTP's financing based on its actual needs. The guarantee amount shall
not exceed RMB1,120 million and shall be used for the construction of the
first phase of the Jiangshan Gas-Thermal Power Cogeneration Project.
(2) The Board approved the Company to provide a guarantee, in proportion to
its shareholding (51%), to Shenzhen Datang Baochang Gas Power Generation
Co., Ltd. ("BGP"), a controlled subsidiary of the Company, for BGP's
financing based on its actual needs. The guarantee amount shall not
exceed RMB600 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, in proportion to
its shareholding (90%), to Zhejiang Datang International Shaoxing
Jiangbin Thermal Power Generation Company Limited ("SJT"), a controlled
subsidiary of the Company, covering the amount of SJT's financing
according to its actual needs. The guarantee amount shall not exceed
RMB2,160 million and shall be used for the construction of the first
phase of the Datang Shaoxing Thermal Power Cogeneration Project.
(4) The Board approved Shanxi Datang International Zuoyun Wind Power Company
Limited, a wholly-owned subsidiary of the Company, to provide a guarantee
to Shanxi Datang International Yungang Thermal Power Company Limited
("YTP"), a wholly-owned subsidiary of the Company, covering the full
amount of YTP's financing according to its actual needs. The guarantee
amount shall not exceed RMB80 million and shall be used for the liquidity
of the working capital of YTP.
(5) Pursuant to the Listing Rules of the Shanghai Stock Exchange, the
provision of guarantees to BGP and YTP for their financing shall be
submitted to the general meeting for shareholders' consideration and
approval.
The Company will issue a separate announcement after the terms of the
above-mentioned guarantee agreements are determined.
14. 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.
The Board approved the Company to grant an entrusted loan through a commercial
bank or China Datang Group Financial Company Limited, with an amount not
exceeding RMB3,000 million to GHC, a controlled subsidiary of the Company,
based on the actual needs of GHC. The entrusted loan shall be used for GHC's
project construction or replacement of due loans.
Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial 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 above-mentioned transaction constitutes a connected transaction of the
Company. Connected Directors have abstained from voting on this resolution.
The Company will issue a separate announcement after an agreement on the
relevant transaction is entered into, and the agreement will be submitted to
the general meeting for shareholders' consideration and approval pursuant to
the relevant requirements under the Listing Rules of Hong Kong.
15. The "Resolution on the Conduct of Financial Leasing Transactions by Sichuan
Datang International Ganzi Hydropower Development Company Limited" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board approved GHC, a controlled subsidiary of the Company, to commence
financial leasing transactions in batches with financial leasing company. The
principal of financial leasing shall not exceed RMB2,000 million and shall be
used for the purchase by GHC of hydraulic turbines, hydraulic generators as
well as principal facilities at hydraulic power station and their ancillary
facilities at the Changheba Hydropower Station.
The Company will issue a separate announcement after an agreement is entered
into.
16. The "Specific Report on the Deposit and the Actual Application of the Funds
Raised by the Company during 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 2011".
17. The "Resolution on Capital Contribution to the Construction of the Bodui
Hydropower Project" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
The Board approved the Company to contribute approximately RMB95.7 million, in
proportion to its shareholding of 20%, to the joint formation of a project
company with CDC for undertaking the preliminary work on the Bodui Hydropower
Project.
Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial 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 above-mentioned transaction constitutes a connected transaction of the
Company. Connected Directors have abstained from voting on this resolution.
The Company will issue a separate announcement after an agreement is entered
into.
18. The "Resolution on the Restructuring of the Shareholdings in the Zhejiang
Shaoxing Jiangbin Gas-Thermal Power Project and on Other Matters" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) The Board approved the Company to contribute RMB540 million to the
formation of a joint venture with Shaoxing Thermal Power Co., Ltd. in the
proportion of 90% and 10%, respectively. Construction funds other than
the project capital shall be financed by bank loans to be obtained by the
joint venture.
(2) If necessary, the joint venture parties shall provide guarantees for the
financing of the joint venture according to the proportion of capital
contributions made by the joint venture parties.
The Company will issue a separate announcement after an agreement on the
relevant transaction is entered into.
19. The "Resolution on the Supply of Coal by Beijing Datang Fuel Co., Ltd. to
Datang Guiguan Heshan Power Generation Co., Ltd." was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board approved Beijing Datang Fuel Co., Ltd. ("BDF"), a controlled
subsidiary of the Company, to enter into an Annual Coal Purchase and Sale
Contract with Datang Guiguan Heshan Power Generation Co., Ltd. ("GHPC").
The term of the contract is from 1 January 2012 to 31 December 2012;
(2) The Board approved that the annual cap for the transaction amount shall
be approximately RMB405 million during the term of the contract.
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial 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 above-mentioned transaction constitutes a connected transaction of
the Company. Connected Directors have abstained from voting on this
resolution.
The Company will issue a separate announcement after an agreement on the
relevant transaction is entered into.
20. The "Resolution on the Supply of Coal by Beijing Datang Fuel Co., Ltd. to
Datang International and its Controlled Subsidiaries" was considered and
approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board approved that BDF shall enter into a Framework Agreement on
Annual Coal Purchase and Sale with the Company. The term of the agreement
is from 1 January 2012 to 31 December 2012.
(2) The Board approved that during the term of the agreement, the sales
prices for the supply of coal by BDF to Datang International and its
controlled subsidiaries shall be determined through negotiations in line
with the market conditions during the actual process of the supply of
coal. The annual cap for the transaction amount is expected to be
approximately RMB21,700 million.
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial 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 above-mentioned transaction constitutes a connected transaction of
the Company. Connected Directors have abstained from voting on this
resolution.
The Company will issue a separate announcement after an agreement on the
relevant transaction is entered into, and the agreement will be submitted
to the general meeting for shareholders' consideration and approval
pursuant to the relevant requirements under the Listing Rules of Hong
Kong.
21. The "Resolution on the Supply of Coal by Inner Mongolia Datang Fuel Co., Ltd.
to the Enterprises Managed by the Inner Mongolia Branch of Datang
International" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board approved Inner Mongolia Datang Fuel Co., Ltd. ("IMDF"), a
wholly-owned subsidiary of BDF (a controlled subsidiary of the Company),
to enter into an Annual Coal Sales Contract with the enterprises managed
by the Inner Mongolia branch of the Company. The term of the contract is
from 1 January 2012 to 31 December 2012.
(2) The Board approved that during the term of the contract, the prices for
the supply of coal by IMDF to the enterprises managed by the Inner
Mongolia Branch of the Company shall be determined through negotiations
on a monthly basis according to the price movements on the local coal
market during the prevailing month. The annual cap for the transaction
amount shall be approximately RMB5,200 million;
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial 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 above-mentioned transaction constitutes a connected transaction of
the Company. Connected Directors have abstained from voting on this
resolution.
The Company will issue a separate announcement after an agreement on the
relevant transaction is entered into, and the agreement will be submitted
to the general meeting for shareholders' consideration and approval
pursuant to the relevant requirements under the Listing Rules of Hong
Kong.
22. The "Resolution on the Sale by Datang (Beijing) Coal Sales Co., Ltd. of Coal
from Shengli Open-cut Coal Mine East Unit 2 of Inner Mongolia Datang
International Xilinhaote Mining Co., Ltd." was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) The Board approved Inner Mongolia Datang International Xilinhaote Mining
Co., Ltd. ("XMC"), a controlled subsidiary of the Company, to enter into
an Annual Coal Sales Contract with Datang (Beijing) Coal Sales Co., Ltd.
("DBC"), a wholly-owned subsidiary of China Datang Coal Industry Co.,
Ltd. The term of the contract is from 1 January 2012 to 31 December 2012.
(2) The Board approved that during the term of the contract, DBC shall sell
the coal produced from Shengli Open-cut Coal Mine East Unit 2 of XMC. The
annual cap for the transaction amount shall be approximately RMB250
million.
(3) Directors (including independent Directors) are of the view that the
above-mentioned transaction was conducted on normal commercial 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 above-mentioned transaction constitutes a connected transaction of the
Company. Connected Directors have abstained from voting on this resolution.
The Company will issue a separate announcement after an agreement on the
relevant transaction is entered into.
23. The "Proposal on Improving the Setup and Duties of the Special Committees under
the Board" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) The Board approved to replenish the duties of the Strategy and Investment
Committee under the Board by renaming it as "Strategic Development and
Risk Control Committee"; The Board approved to appoint Director Zhao Jie
as a committee member.
(2) The Board approved to set up a new Nomination Committee under the Board.
Members of the Nomination Committee include Ms. Zhao Jie (Convener), Mr.
Li Hengyuan, Mr. Jiang Guohua, Mr. Hu Shengmu and Mr. Zhou Gang;
(3) The Board approved to improve the terms of reference of the Audit
Committee under the Board by clarifying the responsibility of the Audit
Committee towards the establishment of an internal control system of the
Company to replenish the job duties of the committee.
24. The "Resolution on Revising the System for Registering Informed Parties with
Access to Insider Information of Datang International Power Generation Co.
Ltd." was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board approved to revise comprehensively the "System for Registering
Informed Parties with Access to Insider Information of Datang International
Power Generation Co. Ltd". (the "System").
For details about the System, please refer to the Overseas Regulatory
Announcement issued by the Company on the same day.
25. The "Proposal on Proposing to the General Meeting to Grant a Mandate to the
Board to Determine the Issuance of New Shares of Not More Than 20% of Each
Class of Shares" was considered and approved; and the same be submitted to the
2011 annual general meeting for consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed to request the general meeting to grant the following mandates
to the Board:
(1) To propose, subject to the requirements of item (2) of this resolution,
to generally and unconditionally authorise the Board to, within 12 months
from the date of approval of this resolution at the Company's general
meeting, exercise all rights of the Company to authorise, allot or issue,
either separately or concurrently, domestic shares (A shares) and
overseas-listed foreign shares (H shares) and execute or grant any
offers, agreements and arrangements which may require the exercise of
such rights;
(2) Pursuant to the approval of item (1) of this resolution, the Board may
authorise, allot or issue, either separately or concurrently, A shares
and H shares with the respective numbers of A shares and H shares to be
authorised, allotted or issued, either separately or concurrently, not
more than 20% of the respective number of the issued A shares and H
shares of the Company;
(3) Subject to the restrictions of item (1) and (2) of this resolution, the
Board may, within the given limits, determine the respective numbers of
A shares and H shares to be authorised, allotted or issued, either
separately or concurrently, and
(4) Subject to the restrictions of notes (1), (2) and (3) of this resolution
and according to the Company's actual condition of the authorisation,
allotment or issue of new A shares and new H shares, either separately or
concurrently, the Board may increase the registered capital of the
Company and make corresponding amendments to Articles 18 and 21 to the
"Articles of Association of Datang International Power Generation Co.,
Ltd".
The Board will hold the 2011 annual general meeting of the Company on or before
30 June 2012. The above-mentioned resolutions numbered 2, 3, 4, 10, 11, 12, 13,
14, 20, 21and 25 shall be submitted to the 2011 annual general meeting for
consideration and approval. As at the date of this announcement, the exact time
of convening of the 2011 annual general meeting has not been confirmed yet. The
Board has authorised the Secretary to Board to issue the relevant general
meeting notice in due course upon confirmation of the time for the general
meeting and other details.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 23 March 2012
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