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)
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 seventeenth 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") in the morning of 25 October 2011 (Tuesday). The written notice of the
Meeting was dispatched on 13 October 2011. There were 15 Directors eligible for attending the
Meeting and 11 of them attended the Meeting. The Directors who attended the Meeting in person
were: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Ye
Yonghui, Li Yanmeng, Li Hengyuan, Zhao Jie and Jiang Guohua. Directors Guan Tiangang, Su
Tiegang, Li Gengsheng and Zhao Zunlian were unable to attend the Meeting in person due to
business engagements. Guan Tiangang had authorised Liu Haixia, Su Tiegang and Li Gengsheng
had authorised Ye Yonghui, and Zhao Zunlian had authorised Li Yanmeng to attend the Meeting
and vote on their behalf. Liu Shunda, Chairman of the Company, presided over the Meeting. The
convening of 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.", and
the following resolutions were approved unanimously at the Meeting:
1. "The Explanation on the 2011 Third Quarterly Report" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Board agreed on the content of the 2011 third quarterly report of the Company and the
release of the 2011 third quarterly report in accordance with the relevant regulations.
2. "The Resolution on the Provision of Guarantees for the Financing for Companies
including Hebei Datang International Wangtan 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 for the financing of Hebei
Datang International Wangtan Power Generation Company Limited ("Wangtan Power
Generation Company"), a controlled subsidiary of the Company, according to its
actual needs based on the Company's percentage of shareholding (70%). The
guarantee amount shall not exceed RMB210 million and shall be used for the
replacement of due borrowings and the replenishment of working capital.
(2) The Board approved the Company to provide a guarantee for the financing of Sichuan
Jinkang Electricity Development Company Limited ("Jinkang Electricity Company"),
a controlled subsidiary of the Company, according to its actual needs based on the
Company's percentage of shareholding (54.44%). The guarantee amount shall not
exceed RMB409 million and shall be used for the replacement of due borrowings and
the replenishment of working capital.
(3) The Board approved the Company to provide a guarantee in full amount for the
financing of Fujian Datang International Ningde Power Generation Company Limited
("Ningde Power Generation Company"), a controlled subsidiary of the Company,
according to its actual needs. The guarantee amount shall not exceed RMB600 million
and shall be used for the replacement of due borrowings and the replenishment of
working capital.
(4) The Board approved the Company to provide a guarantee in full amount for the
financing of Inner Mongolia Datang International Tuoketuo Power Generation
Company Limited, a controlled subsidiary of the Company, according to its actual
needs. The guarantee amount shall not exceed RMB3 billion and shall be used for the
replacement of due borrowings and the replenishment of working capital.
Since the asset-liability ratios of Wangtan Power Generation Company, Jinkang Electricity
Company and Ningde Power Generation Company are all over 70%, the provisions of
guarantees by the Company for their financing previously referred to in (1), (2) and (3) of this
resolution are required to be tabled for shareholders' consideration and approval at a general
meeting of the Company pursuant to the Listing Rules of the Shanghai Stock Exchange.
According to the proposal of China Datang Corporation, the controlling shareholder of the
Company, the guarantee matters under the above-mentioned (1), (2) and (3) of this resolution
will be tabled as supplemental resolutions at the 2011 fourth extraordinary general meeting of
the Company to be held on 30 November 2011 for shareholders' consideration and approval.
The Supplemental Notice of 2011 Fourth Extraordinary General Meeting of the Company will
be released separately.
The Company will issue a separate announcement after the relevant agreements relating to the
guarantee matters under the above-mentioned (1) to (4) of this resolution are entered into.
3. "The Proposal on the Appointment of Vice President of the Company" was considered
and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) The Board approved the appointment of Mr. Fu Guoqiang as the Vice President of the
Company with a term of office effective from 25 October 2011.
(2) Since Mr. Qin Jianming had left the Company due to work rearrangement, the Board
approved that Mr. Qin Jianming would no longer assume the office of Vice President
of the Company.
4. "The Resolution on the Adjustment of Supervisor Representing Shareholders of the
Company to be Tabled at the General Meeting for Consideration" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The supervisory committee of the Company has considered and approved that Mr. Zhou
Xinnong would replace Mr. Fu Guoqiang as the supervisor representing shareholders of the
Company. According to the proposal of China Datang Corporation, the controlling
shareholder of the Company, the above-mentioned adjustment of supervisor representing
shareholders of the Company will be tabled as a supplemental resolution for shareholders'
consideration and approval at the 2011 fourth extraordinary general meeting of the Company
to be held on 30 November 2011. The Supplemental Notice of 2011 Fourth Extraordinary
General Meeting of the Company will be released separately.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 25 October 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