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 contents 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 twenty-ninth 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 27 September 2012 (Thursday). 15 Directors were 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 Datang International Power Generation Co.,
Ltd. (the "Article of Association"). The "Resolution on the Implementation of
Desulfurization Franchising by a Coal-fired Power Plant of the Company" was
considered and approved at the Meeting.
Flue gas desulfurization franchising in coal-fired power plant is a major initiative
of the PRC for increasing its effort on energy conservation and emission reduction.
The National Development and Reform Commission and State Environment Protection
Administration jointly promulgated the "Notice of Implementation of Pilot Plan of
Flue Gas Desulfurization Franchising in Coal-fired Power Plant" (the "Notice") (Fa
Gai Ban Huan Zi (2007) No. 1570). The Notice urges the implementation of pilot plan
of flue gas desulfurization franchising in coal-fired power plant in the power plants
of the five largest power generation groups.
Flue gas desulfurization franchising in coal-fired power plant refers to: With the
assistance of relevant government authorities in organization and coordination,
coal-fired power plant will grant the specialized desulfurization companies with the
income right formed by the desulfurization tariffs and the desulfurization-related
preferential policies introduced by the PRC government by way of contractual
arrangements. The responsibilities of investment, construction, operation,
maintenance and day-to-day management activities with respect to the desulfurization
facilities will be borne by the specialized desulfurization companies. Moreover, the
specialized desulfurization companies will complete the desulfurization tasks
stipulated in the contract.
In early 2008, Inner Mongolia Datang International Tuoketuo Power Generation Co.,
Ltd., a controlled subsidiary of the Company, was selected as the pilot unit to
implement desulfurization facilities franchising, and achieved satisfactory results.
To further implement the principle of the Notice, the Company intends to continue the
full implementation of desulfurization franchising by its coal-fired power generating
units.
The implementation of desulfurization franchising can effectively revitalize the
desulfurization stock assets of the Company and the proceeds of transferring the
desulfurization assets will be able to fund the construction and operation of the
enterprise, repay or replace new bank loans, and effectively ease the financial
pressure of the Company, reduce the Company's asset-to-liability ratio, and decrease
financial expenses, thereby enhancing the profitability and the capacity of
sustainable development of the Company.
As the controlling shareholder of the Company, China Datang Corporation also has
controlled subsidiaries which are qualified to carry out desulfurization franchising
and possess the relevant expertise and operational and management standards to take
on and operate desulfurization franchising assets. The aforementioned companies also
have opportunities to become the implementation units of desulfurization franchising
of the Company. As such, there may be connected transactions involved during the
implementation process.
Resolutions of the Board of the Company are specified as follows:
1. The "Resolution on the Implementation of Desulfurization Franchising by a
Coal-fired Power Plant of the Company" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) The Board approved the Company to commence the implementation of
desulfurization franchising work of its coal-fired power plant through
different phases according to the Company's overall planning;
(2) The Board approved each relevant subsidiary involved to engage qualified
auditors and evaluation institutions to conduct special audits and
evaluations on the relevant desulfurization assets, issue formal audit and
evaluation reports, and file with the State-owned Assets Supervision and
Administration Commission;
(3) The Board approved the consolidation of the audited book value and
evaluated value of the desulfurization assets. The transfer price of the
final assets of the desulfurization franchising shall not, in principle,
be less than the evaluated value and not less than the book value of the
desulfurization assets;
(4) The Board approved the franchising units to enjoy desulfurization tariffs
and the relevant preferential policies of the PRC, and the compensation to
each relevant power generation company for the costs incurred for
desulfurization, such as water, electricity and gas, in accordance with
the relevant requirements on desulfurization franchising in the PRC;
(5) The Board approved the implementation of specific proposals on
desulfurization franchising by the relevant subsidiaries after obtaining
approval in the respective general meetings of shareholders of such
subsidiaries, on the basis of the completion of audits, evaluations and
necessary preparation works;
(6) The Board authorized the operation management of the Company to consider
the specific proposals on desulfurization franchising of the related
wholly-owned subsidiaries and implement them upon completion of the
internal approval process;
(7) The Board approved, in principle, the completion of all the
desulfurization franchising work within 12 months after the approval of
this resolution by the Board of the Company;
(8) If there is any major adjustments in the determination of the transfer
price of the desulfurization assets and the major settlement principles on
the franchising throughout the implementation process of the specific
proposal, the specific proposal on desulfurization franchising shall be
submitted to the Board (and/or the general meeting of shareholders) for
consideration and approval;
(9) The Directors (including the independent Directors) are of the view that
the implementation of desulfurization franchising is in compliance with
the national environmental policies, and is favourable to the improvement
of the economic indicators of power generation companies and the
enhancement of the operational and management standards of desulfurization
facilities. This transaction will be carried out in the ordinary course of
business of the Company on normal commercial terms, and is fair,
reasonable and in the interests of the Company and its shareholders as a
whole;
(10) As the implementation process of the above proposal may involve connected
transactions, the relevant Directors of China Datang Corporation have
abstained from voting.
The Company will issue a separate announcement in accordance with the
requirements of the Listing Rules after the signing of the agreement(s) in
relation to the above transaction.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 27 September 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, Mi Dabin , Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors