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 thirty-second meeting of the seventh session of the Board (the
"Meeting") of Datang International Power Generation Co., Ltd. (the
"Company") was held at 1608 Conference Room, No.9 Guangningbo Street,
Xicheng District, Beijing, the People's Republic of China (the "PRC") on
18 December 2012 (Tuesday). The written notice of the Meeting was
dispatched on 5 December 2012. There were 15 Directors eligible for
attending the Meeting and 12 of them attended the Meeting. Directors
Liu Shunda, Hu Shengmu, Mi Dabin were unable to attend the Meeting in
person due to business engagements, they had authorised Directors Cao
Jingshan, Fang Qinghai, Ye Yonghui respectively, to attend the Meeting
and vote on their behalf. The Meeting was held 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. Three supervisors
of the Company were present at the Meeting. Pursuant to the Articles of
Association, Mr. Cao Jingshan, the Vice 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 Resolution on Investment and Construction of Guangdong Gaoyao
Jintao Gas-steam Combined Cycle Thermoelectric Cooling and Power
project" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) The Board agreed the Company to establish a project company
for the construction with sole investment of the Guangdong
Gaoyao Jintao Gas-steam Combined Cycle Thermoelectric Cooling
and Power project Phase 1 with two 400MW grade gas turbine
units (the "Jintao Combined Cycle Thermoelectric Cooling and
Power Project") by making capital contributions of RMB578.304
million (which is equivalent to 20% of the total investment
amount of the project)��
(2) The Jintao Combined Cycle Thermoelectric Cooling and Power
Project is located in Jintao Industrial Agglomeration Base in
Jinli Town, Gaoyao City, Guangdong Province and was approved
by the Development and Reform Commission of Guangdong
Province on 26 November 2012. The aggregate investment amount
of the main construction work and the construction of the
ancillary heating pipeline network of the Jintao Combined
Cycle Thermoelectric Cooling and Power Project is
RMB 2,891.52 million, in which the investment amount of the
electricity generation construction work is RMB2,789.94
million, while the investment amount of the construction of
the ancillary heating pipeline network is RMB101.58 million.
The amount of capital of the project is RMB578.304 million
(which is equivalent to 20% of the total investment amount of
the project), and the remaining investment amount will be
fulfilled by way of bank financing;
(3) Directors (including independent non-executive Directors) are
of the view that the investment and construction of the
Jintao Combined Cycle Thermoelectric Cooling and Power
Project is beneficial to the Company in optimizing the
structure of the source of electricity of the Company,
consolidating the position of the Company in developing the
coastal areas in southeast China, and enhancing the source of
profits of the Company. The development of the project is in
the interests of the Company and shareholders as a whole.
2. "The Resolution on Purchasing Indicators of Shut-down
Small-Capacity Generating Units" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) The Board approved the Company to sign the "Sale and Purchase
Agreement on Shut-Down Capacity Indicators" with Datang
Huayin Electric Power Co., Ltd. ("Huayin Electric Power") in
which the Company acquires a total of 468,000KW of shut-down
capacity indicators from Huayin Electric Power at a price of
RMB800 per KW, i.e., in the aggregate sum of approximately
RMB374.40 million;
(2) Directors (including independent non-executive Directors) are
of the view that the acquisition of indicators of shut-down
capacity owned by Huayin Electric Power by the Company is
beneficial to the Company in increasing the reserves of
indicators of shut-down generating units of the Company,
which in turn promotes the implementation of the development
plans of the Company for the purpose of achieving the goal of
sustainable development.
The relevant terms of the Sale and Purchase Agreement on of
Shut-Down Capacity Indicators were negotiated on arm's-length
basis between both parties thereto with reference to the
market price in the region where such generating units are
located, and have been determined on normal commercial terms.
This transaction was conducted on normal business terms
during the ordinary course of business of the Company and
reflect the principles of fairness, reasonableness and
transparency, the prices were fair and reasonable, and are in
the interests of the Company and shareholders;
(3) This transaction constitutes a connected transaction of the
Company and the connected Directors Liu Shunda, Hu Shengmu
and Fang Qinghai have abstained from voting to approve the
connected transaction;
For details of this transaction, please refer to the
connected transaction announcement of the Company published
on Shanghai Stock Exchange website (www.sse.com.cn), China
Securities Journal, and Shanghai Securities News on 12
December 2012, and the relevant announcement published on
Hong Kong Exchange website dated on 11 December 2012.
3. "The Resolution on the Restructuring of Shanxi Datang International
Yuncheng Power Generation Company Limited" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Board agreed the Company will sign the "Capital Contribution
Agreement" with Shaanxi Coal and Chemical Industry Group Co., Ltd.
("SHCCIG"), in which SHCCIG agreed to contribute RMB 286.7572
million to the capital of Shanxi Datang International Yuncheng
Power Generation Company Limited ("Yuncheng Power Generation
Company"). After the completion of such capital injection by
SHCCIG, SHCCIG will hold 51% of equity interest in Yuncheng Power
Generation Company, while the Company will hold 49% of equity
interest in Yuncheng Power Generation Company (the Company
previously held 80% of equity interest in Yuncheng Power Generation
Company), and Yuncheng Power Generation Company will no longer be
accounted for in the consolidated financial statements of the
Company.
The Company will issue a separate announcement after the relevant
agreement is entered into.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 18 December 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