Announcement on Resolutions on 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)
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 thirty-fifth meeting of the seventh session of the Board (the "Meeting") of
Datang International Power Generation Co., Ltd. (the "Company") was held at the
meeting room of 5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng
District, Beijing, the People's Republic of China (the "PRC") on 25 March 2013
(Monday). The written notice of the Meeting was dispatched to all Directors on
13 March 2013. There were 15 Directors eligible for attending the Meeting and
13 of them attended the Meeting. Directors Mr. Liu Shunda and Mr. Zhao Zunlian
were unable to attend to the Meeting in person due to business engagements, and
they had authorised Directors Mr. Cao Jingshan and Mr. Li Yanmeng,
respectively, to attend the Meeting and vote on their behalves. 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. The three supervisors
of the Company were present at the Meeting. 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 Report of the President" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
2. "The Report of the Board for the Year 2012" (including Independent
Directors' Report on Work) was considered and approved; and the same was
agreed to be submitted to the 2012 annual general meeting for
consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
3. The "Report of Final Accountsfor the Year 2012" was considered and
approved; and the same was agreedto be submitted to the 2012annual general
meeting for consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
4. The "2012Profit Distribution Proposal" was considered and approved; and the
same was agreed to be submittedto the 2012annual general meeting for
consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
As audited by RSM China Certified Public Accountants (Special Ordinary
Partnership) and RSM Nelson Wheeler, for the year ended 31 December 2012, net
profit attributable to equity holders of the Company amounted to approximately
RMB4,007.82 million under PRC Accounting Standards for Business Enterprises
("PRC Accounting Standards") and RMB4,062.27 million under International
Financial Reporting Standards, respectively. The Company withdrew 10% of the
net profit of the parent company under PRC Accounting Standards as statutory
surplus reserve fund amounting to approximately RMB270.83 million for the year
2012.
The Company's profit distribution proposal for the year 2012 is as follows:
Based on the Company's total share capital (as at 31 December 2012, the
Company's total share capital was 13,310,037,578 shares), the Company proposes
to distribute a dividend of RMB0.10 per share (tax included) to all
shareholders and the total amount of the proposed dividends to be distributed
is approximately RMB1,331 million.
5. The "Explanation on 2012 Connected Transactions" was considered and
approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
1. Agreed on the "Explanation on 2012 Connected Transactions". The Directors
and independent Directors were of the view that the connected transactions
of the Company during 2012 were conducted on normal commercial terms and in
the ordinary course of business of the Company, and the connected
transactions were fair, reasonable and in the interests of the shareholders
of the Company as a whole.
2. The Board agreed the Company to surrender the right of first refusal to
acquire the equity interest in Ganzi Hydropower Company:
The equity structure of Sichuan Datang International Ganzi Hydropower
Development Co., Ltd., ("Ganzi Hydropower Company"), a subsidiary of the
Company, was as follows: 52.5% of the equity interest was held by the Company,
27.5% of the equity interest was held by China Datang Corporationn ("CDC") and
20% of the equity interest was held by Ganzi County Gantou Hydropower
Development Company Limited ("Gantou Hydropower").
Before the end of 2012, CDC entered into the "Advanced Capital Agreement" with
Gantou Hydropower. Pursuant to the agreement, CDC agreed to contribute capital
in the sum of RMB315.01 million to Ganzi Hydropower Company on behalf of Gantou
Hydropower. Since Gantou Hydropower failed to repay the advanced capital and
interest to CDC within the agreed time frame, CDC shall take over Gantou
Hydropower's corresponding 19.38% equity interest in Ganzi Hydropower Company
in respect of the advanced capital. As at the date of this announcement, Ganzi
Hydropower Company has not yet conducted the verification of the registered
capital and the procedures in relation to the change of registration.
As the Advanced Capital Agreement and the transaction thereunder are able to
ensure the shareholders of Ganzi Hydropower Company to fulfill their
responsibilities in making proportional capital contribution, to meet the
capital needs of the construction project and facilitate the smooth
construction and operation of Ganzi Hydropower Company, and the change of the
equity holding structure would not change the Company's control in Ganzi
Hydropower Company, the Board approved the Company to surrender the right of
first refusal to acquire the equity interest in Ganzi Hydropower Company.
Pursuant to the Listing Rules and relevant regulations, the surrender of the
right of first refusal to acquire the equity interest in Ganzi Hydropower
Company constitutes a connected transaction of the Company, and the connected
Directors have abstained from voting in respect of this resolution.
The Company will issue a letter on its surrender of the right of first refusal
to acquire the equity interest in Ganzi Hydropower Company. The Company will
issue a separate announcement after the letter is issued.
6. The "Explanation on the Appropriationof the Company's fund by aControlling
Shareholderand Other ConnectedParties" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
Directors (including independent Directors) confirmed the audit findings, which
was conducted by the Company's auditors RSM China Certified Public Accountants
(Special Ordinary Partnership), in respect of the "Appropriation of the
Company's Funds by a Controlling Shareholder and Other Connected Parties", and
confirmed that there was no appropriation of the Company's funds by the
Company's controlling shareholder and other connected parties for non-operating
purpose during the year.
7. The "Self-assessment Report on Internal Control in 2012" was considered and
approved. The"Self-assessmentReport on Internal Controlin 2012" was agreed
to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
8. The "Resolution on the Social Responsibility Report for the Year 2012" was
considered and approved. The"Social Responsibility Report for the Year 2012"
was agreed to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
9. The "2012Annual Report, Summary of the Annual Report and Results
Announcement" were considered and approved. The2012Annual Report, Summary
of Annual Report and Results Announcementwere agreed to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
10. The "Resolution on the Appointment of RSM as the Auditor of the Company"
was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed to re-appoint RSM China Certified Public Accountants (Special
Ordinary Partnership) and RSM Nelson Wheeler Certified Public Accounts (Hong
Kong) as certified public accountants for carrying out the domestic and
overseas auditing work of the Company, respectively, for the year 2013. The
appointment term is one year.
The Board agreed to submit the above-mentioned resolution to the 2012 annual
general meeting for shareholders' consideration.
11. The "Resolution on the Provision of a Guarantee for the Financing of
Certain Subsidiaries of Datang International" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) The Board approved the Company to provide a guarantee to Gansu Datang
International Liancheng Power Generation Company., Ltd. ("Liancheng Power
Generation Company") , a subsidiary of the Company, covering the full
amount of Liangcheng Power Generation Company's financing based on its
actual needs. The guarantee amount shall not exceed RMB620 million and
shall be used for the replacement of due loans and the construction of
denitration project.
(2) The Board approved the Company to provide a guarantee to Jiangxi Datang
International Xinyu Power Generation Company., Ltd. ("Xinyu Power
Generation Company"), a wholly-owned subsidiary of the Company, covering
the full amount of Xinyu Power Generation Company's financing based on its
actual needs. The guarantee amount shall not exceed RMB265 million and
shall be used for the replacement of due loans and the replenishment of
liquid capital.
(3) The Board approved the Company to provide a guarantee, in proportion to its
equity holding (50%), to Hebei Yuzhou Energy Integrated Development Company
Ltd.,("Yuzhou Energy Company), a joint venture company, for Yuzhou Energy
Company's financing based on its actual needs. The guarantee amount shall
not exceed RMB519.15 million and shall be used for the replacement of due
loans and the project construction.
(4) The Board approved the Company to provide a guarantee, in proportion to its
shareholding (50%), to Ningxia Datang International Daba Power Generation
Company., Ltd. ("Daba Power Generation Company"), a subsidiary of the
Company, for Daba Power Generation Company's financing based on its actual
needs. The guarantee amount shall not exceed RMB100 million and shall be
used for the replacement of due loans and the replenishment of liquid
capital.
(5) Pursuant to the Listing Rules of the Shanghai Stock Exchange, the provision
of guarantees to Liancheng Power Generation Company, Xinyu Power Generation
Company and Daba Power Generation Company for their financing shall be
submitted to the general meeting for shareholders' consideration and
approval.
The Company will issue a separate announcement after the terms of the
above-mentioned guarantee agreements are determined.
12. The "Resolution on the Engagement in Finance Lease Business of Certain
Subsidiaries of Datang International" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) The Board approved Datang Inner Mongolia Duolun Coal Chemical Company
Limited ("Duolun Coal Chemical Company"), a subsidiary of the Company, to
enter into finance lease contracts with finance lease company(ies) of
commercial bank(s) or Datang Financial Leasing Co. Ltd. ("Datang Leasing
Company"), a controlled subsidiary of CDC, on a seperate basis to commence
finance lease business. The aggregate principal amount of the finance lease
shall not exceed RMB1,500 million, and shall be used for replenishment of
liquid capital and the repayment of the principal and interests of due
loans for Duolun Coal Chemical Company;
(2) The Board approved Yunnan Datang International Lixianjiang Hydropower
Development Company Limited ("Lixianjinag Hydropower Company"), a
subsidiary of the Company, to enter into finance lease contracts with
finance lease company(ies) of commercial bank(s) or Datang Leasing Company
on a separate basis. The aggregate principal amount of the finance lease
shall not exceed RMB1,100 million, and shall be used for replenishing
liquid capital and repaying the principal and interests of due loans for
Lixianjinag Hydropower Company;
As Datang Leasing Company is a subsidiary of CDC, a controlling shareholder of
the Company, Datang Leasing Company is therefore a connected person of the
Company. Considering that the above two finance lease businesses would
constitute connected transactions of the Company if one of the contracting
parties is Datang Leasing Company, the connected Directors have abstained from
voting in respect of this resolution;
The Directors (including independent Directors) were of the view that the
aforesaid transactions were conducted on normal commercial terms and in the
ordinary course of business of the Company, and the connected transactions were
fair, reasonable and in the interests of the shareholders of the Company as a
whole.
The Company will issue a separate announcement pursuant to the Listing Rules
(if applicable), after the above-mentioned finance lease agreements are signed.
13. The "Resolution on Appointing CWEME to Carry out Centralized Procurement of
Project Construction Materials" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) The Board approved the Company to enter into a "Framework Contract for the
Procurement of Construction Materials" with China National Water Resources
& Electric Power Materials & Equipment Co., Ltd. ("CWEME"). The term of the
contract is from 1 January 2013 to 31 December 2013;
(2) The Board approved that the Company and its subsidiaries shall carry out
centralized procurement of project construction materials through CWEME
during the term of the contract. The maximum amount of the procurement of
the relevant project(s)(administration fee included) is expected to be
approximately RMB800 million;
(3) The Board approved that CWEME shall charge administration fee from the
Company and its subsidiaries. The supply price will not be higher than the
average market price and the administration fee will be on terms no less
favorable to the Group than terms available to or from independent third
parties. The amount of administration fee shall not exceed 6 percent of the
amount of the procurement.
The Directors (including independent Directors) were of the view that the
aforesaid transactions were conducted on normal commercial terms and in the
ordinary course of business of the Company, and the continuing connected
transactions were fair, reasonable and in the interests of the shareholders of
the Company as a whole.
As CWEME is a subsidiary of CDC, a controlling shareholder of the Company, the
aforesaid transactions constitute continuing connected transactions of the
Company, and the connected Directors have abstained from voting in respect of
this resolution.
The Company will issue a separate announcement after the relevant contract is
entered into.
14. The "Resolution on Fuxin Company Entering into the EPC Contract with Datang
Technology Company" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
The Board approved that Liaoning Datang International Fuxin Coal-to-gas Company
Ltd ("Fuxin Coal-to-gas Company"), a subsidiary of the Company, entered into
the "Organic Biological Wastewater Treatment Process EPC Contract for Liaoning
Datang International Fuxin Coal-to-gas Project" ("EPC Contract") with China
Datang Technologies and Engineering Co., Ltd. ("Datang Technology Company"),
the successful tenderer, in accordance with the result of public tender and
evaluation. The consideration of the EPC Contract is RMB108 million.
The Directors (including independent Directors) were of the view that the
aforesaid transaction were conducted on normal commercial terms and in the
ordinary course of business of the Company, and the connected transaction was
fair, reasonable and in the interests of the shareholders of the Company as a
whole.
As Datang Technology Company is a subsidiary of CDC, a controlling shareholder
of the Company, the aforesaid transaction constitutes a connected transaction
of the Company, the connected Directors have abstained from voting in respect
of this resolution.
The Company will issue a separate announcement after relevant contracts are
signed.
15. The "Resolution on Termination of Investment in the Special Trust Scheme of
Zhong Rong Trust-Qiantai Energy" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
As approved at the twenty-second meeting of the seventh session of the Board,
the Company appointed Zhongrong International Trust Co., Ltd. ("Zhong Rong
Trust") to set up the three-year RMB2,000 million Zhong Rong Trust-Qiantai
Special Trust ("Special Trust Scheme"). The Sepcial Trust Scheme was used for
the capital increase of Inner Mongolia Qiantai Energy Investment Company
Limited under the name of the Zhong Rong Trust for the purpose of integrating
the coal mines within Erdos region of Inner Mongolia. The Special Trust Scheme
was set up on 10 January 2012 and operated properly.
Recently, considering the progress of the integration of coal in Inner
Mongolia, the Board approved the Company to terminate the investment in the
aforesaid Special Trust Scheme in advance after negotiation and reaching
agreement with Zhong Rong Trust to withdraw the principal of investment and
corresponding trust income of the Special Trust Scheme.
The Company will enter into an agreement with Zhong Rong Trust in respect of
the termination and subsequent arrangements. The Company will issue a separate
announcement, pursuant to the relevant requirements in Listing Rules, after the
relevant agreement is entered into.
16. The "Proposalon Proposing to the General Meeting to Grant a Mandate to the
Board to Determinethe Issuance of New Shares of Not More Than 20% of Each
Class of Shares" was considered and approved; and the same be submitted to
the 2012annual general meeting for consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed to request the general meeting to grant the following mandates
to the Board:
(1) To propose, subject to the requirements of item (2) of this resolution, to
generally and unconditionally authorise the Board to, within 12 months from the
date of approval of this resolution at the Company's general meeting, exercise
all rights of the Company to authorise, allot or issue, either separately or
concurrently, domestic shares (A shares) and overseas-listed foreign shares (H
shares) and execute or grant any offers, agreements and arrangements which may
require the exercise of such rights;
(2) Pursuant to the approval of item (1) of this resolution, the Board may
authorise, allot or issue, either separately or concurrently, A shares and H
shares with the respective numbers of A shares and H shares to be authorised,
allotted or issued, either separately or concurrently, not more than 20% of the
respective number of the issued A shares and H shares of the Company;
(3) Subject to the restrictions of item (1) and (2) of this resolution, the
Board may, within the given limits, determine the respective numbers of A
shares and H shares to be authorised, allotted or issued, either separately or
concurrently, and
(4) Subject to the restrictions of notes (1), (2) and (3) of this resolution
and according to the Company's actual condition of the authorisation, allotment
or issue of new A shares and new H shares, either separately or concurrently,
the Board may increase the registered capital of the Company and make
corresponding amendments to Articles 18 and 21 to the "Articles of
Association".
17. The "Explanation of the convening of the 2012 Annual General Meeting" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board will hold the 2012 annual general meeting of the Company on or before
30 June 2013. The above-mentioned resolutions numbered 2, 3, 4, 10, 11(1), 11
(2), 11(4) and 16 shall be submitted to the 2012 annual general meeting for
consideration and approval. As at the date of this announcement, the exact time
of convening of the 2012 annual general meeting has not been confirmed yet. The
Board has authorised the Secretary to Board to issue the relevant general
meeting notice in due course upon confirmation of the time for the general
meeting and other details.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 25 March 2013
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