Announcement on Resolutions of the BOD
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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 13.09(2) of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited (the
"Listing Rules").
The twenty-sixth 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 2 July 2012 (Monday). 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 of the People's Republic of China and the articles of
association of the Company. The following resolutions were approved
unanimously at the Meeting:
1. The "Resolution on the Appointment of Mr. Mi Dabin as Director 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. Mi Dabin as a Director of
the seventh session of the Board and will submit the appointment
proposal to the general meeting for shareholders' consideration and
approval. The term of office will be effective from the date of
approval by the shareholders at the general meeting to the expiration
of the term of the seventh session of the Board (i.e. 30 June 2013);
(2) The Board approved that Mr. Su Tiegang would no longer assume the
office of being a Director of the Company for work adjustment reason
with effect from the date of approval by the shareholders at the
general meeting.
Mr. Su has confirmed that he has no disagreement with the Board and there
are no matters relating to his discontinuance of office as Director that
need to be brought to the attention of the Shanghai Stock Exchange and
the Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the
shareholders of the Company.
The Board is satisfied with the contribution made by Mr. Su Tiegang during
his tenure of office as a Director, and would like to express gratitude on
his contribution towards the development of the Company over the past
years.
The Company will hold a general meeting as and when appropriate to
consider the above matters relating to the adjustment of Directors.
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) The Board agreed that based on the actual needs of Datang Inner
Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical
Company"), an entrusted loan of not more than RMB2 billion would be
released to Duolun Coal Chemical Company by the Company or its
subsidiaries. The term for the entrusted loan is 3 years, and the
lending rate shall be determined according to the prevailing benchmark
interest rate for loans offered by financial institutions during the
same period as announced by the People's Bank of China;
(2) Since China Datang Corporation ("CDC") is a controlling shareholder
of the Company and holds 40% equity interests in Duolun Coal Chemical
Company, and Datang Energy and Chemical Company, a wholly-owned
subsidiary of the Company, holds 60% equity interests in Duolun Coal
Chemical Company, Duolun Coal Chemical Company is a connected person
of the Company pursuant to the Rules Governing the Listing of
Securities on the Stock Exchange (the "Listing Rules"). Therefore,
the above-mentioned transaction relating to the provision of entrusted
loan constitutes a connected transaction of the Company. Connected
Directors have abstained from voting on this resolution;
(3) The Directors (including the Independent Directors) considered that
the above-mentioned transaction was conducted on normal business terms
and in the ordinary course of business of the Company, and the
relevant transaction was fair, reasonable and in the interests of the
shareholders of the Company as a whole;
(4) Pursuant to the requirements of the Listing Rules, the Board agreed to
submit the proposal relating to the provision of the entrusted loan to
the general meeting for shareholders' consideration and approval. CDC
and its associates are required to abstain from voting at the relevant
general meeting;
The Company will issue a separate announcement after the relevant entrusted
loan agreement is entered into.
Attachment: Biographical details of Mr. Mi Dabin
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 3 July 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, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao
Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors
Attachment: Biographical details of Mr. Mi Dabin
Mi Dabin, male, aged 44, processes a Master Degree in Power Engineering at
North China Electric Power University and is a Senior Engineer. Mr. Mi
started working in Qinhuangdao Thermal Power Plant in 1990, and was the
Deputy Director of Power Generation Department of Qinhuangdao Thermal Power
Plant, Chief Engineer, Deputy General Manager and General Manager of
Qinhuangdao Power Generation Company Limited, as well as General Manager of
Qinhuangdao Qinre Power Generation Company Limited, Assistant to General
Manager and Head of Production and Operation Department of Hebei Construction
Investment Group Company Limited. Since 2010, he has served as Standing
Committee Member of Hebei Construction Investment Group Company Limited, and
is currently the General Manager of Qinhuangdao Qinre Power Generation
Company Limited. Mr. Mi has long been engaging in the work of power
generation, technology, operation and management, and has extensive knowledge
and practical experience in power generation and operation management.