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 13.10(B) of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the "Listing Rules").
The third meeting of the eighth session of the Board (the "Meeting") of
Datang International Power Generation Co., Ltd. (the "Company") was held by
way of written correspondence on 15 October 2013 (Tuesday). 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" and the "Articles of Association of Datang International Power
Generation Co., Ltd.". The following resolutions were approved unanimously
at the Meeting:
1. "The Resolution on the Joint Investment to Establish China Datang
Corporation Nuclear Power Co., Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) Agreed the Company to enter into an agreement to jointly establish
"China Datang Corporation Nuclear Power Co., Limited" ("Datang Nuclear
Power Company") with China Datang Corporation ("CDC"), the controlling
shareholder of the Company, where Datang Nuclear Power Company will be
held as to 60% and 40% by CDC and the Company, respectively;
(2) Agreed that the registered capital of Datang Nuclear Power Company to
be RMB200 million, of which CDC will contribute RMB120 million and the
Company will contribute RMB80 million; agreed that CDC will make
initial contribution of RMB36 million and the Company will make initial
contribution of RMB24 million, and the remaining balance will be fully
paid on a pro rata basis within 2 years from the date of establishment
of Datang Nuclear Power Company;
(3) The Directors (including the independent Directors) are of the view
that the above-mentioned transaction is conducted in the ordinary and
usual course of business of the Company, and are fair and reasonable
and are in the interest of the Company and the shareholders as a whole;
(4) The entering into of the above agreement for the establishment of the
joint venture company constitutes a connected transaction of the
Company, and connected Directors Chen Jinhang, Hu Shengmu and Fang
Qinghai have abstained from voting for the resolution.
For details of the abovementioned connected transaction, please refer to
the relevant announcement of the Company published on the same day.
2. "The Resolution on the Provision of Entrusted Loan to Datang Inner Mongolia
Duolun Coal Chemical Company Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) Agreed that the Company or Datang Energy and Chemical Company Limited
("Energy and Chemical Company"), a wholly-owned subsidiary of the
Company, to provide revolving entrusted loan to Datang Inner Mongolia
Duolun Coal Chemical Company Limited in tranches through commercial
banks or Datang Corporation Finance Limited Company, respectively based
on its actual needs. The loan facility shall not exceed RMB6 billion
and the term for the entrusted loan shall not exceed 3 years from the
effective date of the entrusted loan contract. The interest rate of the
loan shall be calculated basing on the prevailing benchmark interest
rate of loans from financial institutions for the same period as
announced by the People's Bank of China;
(2) Agreed the entering into of the framework agreement of the entrusted
loan by the Company, and that the Company shall enter into specific
entrusted loan contracts when conducting its entrusted loan business,
the content of which shall comply with the principles of such framework
agreement;
(3) The Directors (including the independent Directors) are of the view that
the above-mentioned transaction is conducted in the ordinary and usual
course of business of the Company, and are fair and reasonable and are
in the interest of the Company and the shareholders as a whole;
(4) The above-mentioned provision of entrusted loan constitutes a connected
transaction of the Company, and connected Directors Chen Jinhang,
Hu Shengmu and Fang Qinghai have abstained from voting for the
resolution;
(5) Pursuant to the Rules Governing the Listing of Securities on the Stock
Exchange of Hong Kong Limited, this connected transaction is required
to be tabled for independent shareholders' consideration and approval
at the general meeting of the Company.
For details of the above-mentioned connected transaction, please refer to
the relevant announcement of the Company published on the same day.
3. "The Resolution on the Proposal of Changing Shareholders' Representative
Supervisor of the Company to be Considered in the General Meeting" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
Since the supervisory committee of the Company has considered and agreed to
nominate Mr. Li Baoqing as a candidate for the Shareholders' Representative
Supervisor of the supervisory committee of the Company, and that
Mr. Zhou Xinnong shall cease to serve as a Shareholders' Representative
Supervisor of the Company; such proposed change of supervisor of the Company
will be proposed in the form of supplemental proposal to the 2013 Third
Extraordinary General Meeting, which is to be held on 29 October 2013, for
Shareholders' consideration and approval according to the suggestion made by
CDC, the controlling shareholder of the Company. For details of the
Supplemental Notice of 2013 Third Extraordinary General Meeting, please
refer to the announcement of the Company published on the same day.
Since the above-mentioned resolution numbered 2 is required to be submitted to
the general meeting of the Company for independent shareholders' consideration
and approval, the Board will issue a notice of the general meeting in due course.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 15 October 2013
As at the date of this announcement, the directors of the Company are:
Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Li Gengsheng,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors