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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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 Rule 13.10B of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited.
The thirty-third meeting of the seventh session of the Board of Datang
International Power Generation Co., Ltd. (the "Company") was held by way of
written correspondence on 25 January 2013 (Friday). There were 15 Directors
eligible to attend 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 Resolution on Amendments to the Company's Registered Capital and the
Articles of Association of the Company" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Board agreed to revise the articles of association of the Company, and
will propose to the shareholders at the general meeting for approval when
appropriate.
For details of the amendments to the articles of association of the
Company, please refer to the announcement titled "Proposed Amendments to
the Articles of Association" to be issued by the Company on the same date
of this announcement.
2. "The Resolution on the Extension of the Validity Period of the
Shareholders' Resolution Passed at the General Meeting on the Application
for Public Issuance of Corporate Bonds in 2011" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) The Board agreed to extend the validity period of the "Resolution on
the Application for Public Issuance of Corporate Bonds in 2011"
passed at the 2010 annual general meeting of the Company (the
"Shareholders' Resolution") from 2 June 2013 to 29 November 2014.
(2) The Board agreed and propose to the shareholders at the general
meeting to continue to authorize the Board (and the Board will
authorize any two directors) to determine the following matters to
the extent that it is within the scope of the Shareholders'
Resolution:
(I) to formulate a specific proposal on the issuance of the
corporate bonds based on market conditions, which includes
the number of tranches of the issuance, the timing and
quantity of the issuance, the maturity date of the bonds, the
interest rate of the bonds or its basis of determination,
specific uses of the proceeds, the term and method of
repayment of the principal and interests thereon, whether
repurchase or redemption will be arranged, whether guarantees
will be provided and the form of guarantees so forth;
(II) to make necessary amendments to the relevant documents related
to the issuance according to the opinions of the China
Securities Regulatory Commission and/or changes in the market
conditions;
(III) to engage intermediaries relating to the issuance, and to sign
legal documents including contracts and agreements relating to
the issuance;
(IV) to sign legal documents relating to the issuance and the
listing of the corporate bonds, and handle other relevant
matters;
(V) the above authorisation will be valid until 29 November 2014.
(3) The Board agreed to propose the above resolution (and the
authorisation) relating to the extension of the validity period to
the shareholders at the general meeting for approval.
The above two resolutions are required to be considered and approved by the
shareholders at the general meeting by way of special resolutions. The Company
will issue the notice of the general meeting to the shareholders as and when
appropriate.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 28 January 2013
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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors