Announcement on Resolutions of the Board of Dir...
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Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
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 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 fourth meeting of the eighth session of the Board (the "Meeting") of Datang
International Power Generation Co., Ltd. (the "Company") was held at Summer
Room, 2/F, The Westin Beijing Financial Street, 9B Financial Street, Xicheng
District, Beijing, the People's Republic of China (the "PRC") on 29 October
2013 (Tuesday). The written notice of the Meeting was dispatched to all
Directors on 16 October 2013. There were 15 Directors eligible for attending
the Meeting and 12 of them attended the Meeting. Directors Hu Shengmu, Cao
Jingshan and Li Gengsheng were unable to attend the Meeting in person due to
business engagements, and they have authorised Directors Fang Qinghai and Zhou
Gang respectively to attend the Meeting and vote on their behalves. 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." (the "Articles of Association") and was lawful and
valid. Four supervisors of the Company were present at the Meeting. Chen
Jinhang, the chairman of the Company, presided the Meeting. The following
resolutions were approved unanimously by the attending Directors or their
authorised proxies by way of voting by show of hands at the Meeting:
1. The "Explanation on the 2013 Third Quarterly Report" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board approved the content of the 2013 third quarterly report of the
Company; and approved the release of the 2013 third quarterly report.
2. The "Resolution on the Issuance of RMB 20 Billion Super Short-term
Debentures" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) Approved the Company to apply to the National Association of Financial
Market Institutional Investors ("NAFMII") for registering the issue limit
of the super short-term debentures with a principal amount of not exceeding
RMB20 billion within 12 months from the date of approval at the general
meeting and such debentures are to be issued on a rolling basis within the
effective registration period;
(2) Approved the authorization of any two of the Company's Directors or the
management of the Company to conduct all relevant matters in relation to
the registration and issuance of the super short-term debentures; including
but not limited to the determination of the amount, term, specific terms,
conditions and other relevant matters of each tranche of the super
short-term debentures based on the needs of the Company and market
conditions, and the execution of all necessary legal documents;
(3) Approved the submission of the above-mentioned matters to the general
meeting of the Company for shareholders' consideration and approval.
3. The "Resolution on the Non-public Issuance of RMB 10 Billion Debt Financing
Instruments" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) Approved the Company to apply to the NAFMII for registering the issue limit
of the non-public debt financing instruments (the "Debt Financing
Instruments") with a principal amount of not exceeding RMB10 billion within
12 months from the date of approval at the general meeting and such Debt
Financing Instruments to be issued in tranches on a gradual basis within
the effective registration period;
(2) Approved the authorization of any two of the Company's Directors or the
management of the Company to conduct all relevant matters in relation to
the registration and issuance of the Debt Financing Instruments; including
but not limited to the determination of the amount, term, specific terms,
conditions and other relevant matters of each tranche of Debt Financing
Instruments to be issued based on the needs of the Company and market
conditions and other relevant matters, and the execution of all necessary
legal documents;
(3) Approved the submission of the above-mentioned matters to the general
meeting of the Company for shareholders' consideration and approval.
Since the above-mentioned resolutions numbered 2 and 3 are required to be
submitted to the general meeting of the Company for shareholders' consideration
and approval, the Company 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, 29 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