Announcement Resolutions Passed at the 2013 Fir...
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the whole or any part of the contents of this announcement.
DATANG INTERNATIONAL POWER GENEARTION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 00991)
ANNOUNCEMENT
RESOLUTIONS PASSED AT THE
2013 FIRST EXTRAORDINARY GENERAL MEETING
Datang International Power Generation Co., Ltd. (the "Company") held its 2013
first extraordinary general meeting (the "EGM") 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 convening
of the EGM complied with the requirements of the Company Law of the PRC and the
articles of association of the Company ("Articles of Association").
As at the date of the EGM, the total number of issued shares of the Company
entitling the holders to vote for or against all the resolutions at the EGM was
13,310,037,578 shares ("Shares"), other than ordinary resolutions numbered (1)
and (2). Shareholders of the Company or their authorized proxies who attended
the EGM represented an aggregate of 8,760,568,077 voting Shares or
approximately 65.82% of the total issued Shares of the Company. Mr. Liu Shunda,
the chairman of the board of directors (the "Board"), was not able to attend
the meeting personally due to work commitments, according to the Articles of
Association, the vice chairman of the Board, Mr. Cao Jingshan, was authorised
to preside over the EGM.
China Datang Corporation and its associates, as at the date of the EGM which
hold an aggregate of 4,260,977,414 Shares with voting right and represent
approximately 48.64% of the issued Shares of the Company with voting right,
were required to and did, abstain from voting on ordinary resolutions numbered
(1) and (2) at the EGM.The following resolutions were passed at the EGM by way
of poll:
Ordinary Resolutions Number of Shares Passing
For Against Rate (%)
1. To consider and approve the "Resolution 4,499,590,663 0 100
on the Provision of Coal by Inner
Mongolia Electric Power Fuel Company
Ltd. to the Corporations Managed by the
Company"
2. To consider and approve the "Resolution - - -
on Certain Regular Continuing Connected
Transactions of the Company in 2013"
1. Purchase of coal from Beijing Datang 4,499,590,663 0 100
Fuel Company by the Company and certain
of its subsidiaries
2. Sale of coal by Hong Kong Company to 4,499,350,663 0 100
Beijing Datang Fuel Company
3. Sale of coal by Hong Kong Company to 4,499,350,663 0 100
certain subsidiaries of the Company
Special Resolutions
3. To consider and approve the "Resolution 8,760,328,077 0 100
on the Amendments to the Company's
Registered Capital and the Articles of
Association of Datang International
Power Generation Co., Ltd."
4. To consider and approve the "Resolution 8,710,674,354 49,653,723 99.43%
on Extension of the Validity Period of
the Shareholders' Resolution Passed at
the General Meeting on the Application
for Public Issuance of Corporate Bonds
in 2011"
Notes:
1. Unless otherwise defined, capitalised terms used in this announcement shall
have the same meanings as defined in the notice of the EGM and supplemental
notice of EGM of the Company dated 5 February 2013 and 4 March 2013,
respectively.
2. Computershare Hong Kong Investor Services Limited, the H shares share
registrar of the Company, acted as the scrutineer for the vote-takings of
the resolutions at the EGM.
3. Save as disclosed herein, none of the shareholders of the Company who were
entitled to attend the EGM had to vote only against on any of the
resolutions at the EGM. There were no Shares entitling the holder to attend
the EGM and abstain from voting in favor as set out in Rule 13.40 of the
Rules Governing the Listing of Securities on the Stock Exchange of Hong
Kong Limited .
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