BOD Resolutions & Adjustments of Senior Man...
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Limited take no responsibility for the contents of this announcement, make no
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the whole or any part of the contents of this announcement. (a sino-foreign
joint stock limited company incorporated in the People's Republic of China)
DATANG INTERNATIONAL POWER GENERATION CO., LTD
(Stock Code: 00991)
OVERSEAS REGULATORY ANNOUNCEMENT
ANNOUNCEMENT ON RESOLUTIONS
OF THE BOARD OF DIRECTORS
ANNOUNCEMENT ON ADJUSTMENTS OF SENIOR
MANAGEMENT OF THE COMPANY
Special Notice:
The board of directors and all 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 Rules 13.10(B) and 13.51(2) of the Rules
Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange
of Hong Kong Limited (the "Hong Kong Stock Exchange").
The tenth meeting of the eighth session of the board of directors (the "Board")
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 on 12 June 2014 (Thursday). The written notice of the
meeting was dispatched to all Directors on 30 May 2014. There were 15 Directors
eligible for attending the meeting and 15 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 "Articles of Association") and was lawful and valid. Four
supervisors of the Company were present at the meeting. Mr. Chen Jinhang, the
chairman, presided over the meeting. The following resolutions were approved
unanimously by the attending Directors by way of voting by show of hands at the
Meeting:
1. The "Resolution on the Financial Leasing of and the Provision of Guarantee
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 Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun
Coal Chemical Company") to enter into financial leasing contracts with
various financial leasing companies. The total principal amount of the
financial leasing shall not exceed RMB10 billion and shall be used for the
repayment of principal and interests of due bank borrowings of Duolun Coal
Chemical Company and replenishment of its liquidity. The term of the
financial leasing shall not exceed 7 years from the commencement date of
the leasing. Leasing interests is calculated based on a financial leasing
rate of not more than 8% higher than the benchmark interest rate to be
charged for the same level of loans in RMB by the financial institutions
during the same period;
(2) Agreed the exemption for the submission of the relevant matter of financial
leasing of Duolun Coal Chemical Company to the Board for consideration and
approval if the total cost of the financial leasing is not higher than the
benchmark interest rate to be charged for loans in RMB by the financial
institutions during the same period;
(3) Agreed the Company to provide joint liability guarantee for Duolun Coal
Chemical Company in proportion to Datang Energy and Chemical Co., Ltd's, a
wholly-owned subsidiary of the Company, shareholding (60%) with a total
principal amount of not more than RMB6 billion, and that China Datang
Corporation ("CDC"), the controlling shareholder of the Company, to provide
joint liability guarantee in proportion to its shareholding (40%) with a
total principal amount of no more than RMB4 billion;
(4) The Directors (including independent Directors) were of the view that the
abovementioned transaction was conducted on normal commercial terms and in
the ordinary course of business of the Company, and was fair, reasonable
and in the interests of the shareholders of the Company as a whole;
(5) Duolun Coal Chemical Company is a connected person of the Company pursuant
to the Listing Rules of the Hong Kong Stock Exchange. The abovementioned
provision of guarantee constitutes a connected transaction of the Company
and connected Directors have abstained from voting for the resolution;
(6) Since the asset liability ratio of Duolun Coal Chemical Company exceeds
70%, approved the submission of the abovementioned matter to the general
meeting of the Company for shareholders' consideration and approval.
The Company will issue a separate announcement after the relevant agreement is
entered into.
2. The "Resolution on the Issuance of Medium-Term Notes (with Long-Term Option)"
was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) Agreed that the Company to apply to the National Association of Financial
Market Institutional Investors for registering the issue of medium-term
notes (with long-term option) in the principal amount of not exceeding RMB5
billion ("Perpetual Medium-term Notes") for a period of 12 months from the
date of approval by the Company at the general meeting and to be issued in
tranches within the effective period of the registration;
(2) Agreed that the authorisation 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 Perpetual Medium-term Notes; including
but not limited to the determination of the amount, term, specific terms,
conditions and other relevant matters of each tranche of the Perpetual
Medium-term Notes based on the needs of the Company and market conditions,
and the execution of all necessary legal documents;
(3) Approved the submission of the abovementioned matters to the general
meeting of the Company for shareholders' consideration and approval.
3. The "Resolution on the Investment and Development of Guangdong Datang
International Leizhou Thermal Power Project" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) Agreed the Company to make joint capital contribution with Datang Huayin
Electric Power Co., Ltd. ("Huayin Electric"), CDC, and Leizhou City Peicai
Infrastructure Construction Co., Ltd. ("Peicai Construction") in the
proportion of 34%, 33%, 30% and 3%, respectively in establishing Guangzhou
Datang International Leizhou Power Generation Co., Ltd. ("Leizhou Power
Generation Company") for the development of the Leizhou Thermal Power
Project (2×1000MW coal-fired power generating units)..
(2) The total investment of the Leizhou Power Generation Company project
amounted to RMB9,934,170,000 and the project capital amounted to
RMB1,986,834,000, representing 20% of the total investment. The Company
agreed to contribute a sum of RMB675,523,600;
(3) The Directors (including independent Directors) were of the view that the
abovementioned transaction was conducted on normal commercial terms and in
the ordinary course of business of the Company, and was fair, reasonable
and in the interests of the shareholders of the Company as a whole;
(4) Pursuant to the listing rules of the place where the Company is listed, CDC
and Huayin Electric are connected persons of the Company. The
abovementioned matter constitutes a connected transaction of the Company
and connected Directors have abstained from voting for the resolution
pursuant to the listing rules of Shanghai Stock Exchange;
(5) Approved the submission of the abovementioned matter to the general meeting
of the Company for independent shareholders' consideration and approval.
The Company will issue a separate announcement after the relevant agreement is
entered into.
4. The "Proposal on the Appointment of Vice President of the Company" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
Agreed to appoint Mr. Meng Fankui as the Vice President of the Company,
with term of office commencing on 12 June 2014. (Please refer to the note for
details of the biography of Mr. Meng Fankui)
5. The "Resolution on the Increase of Capital Contribution to Datang Nuclear
Power Company by injection of 24% of Equity Interests in CNNC Liaoning Nuclear
Power Co., Ltd. and the Entrustment of Management of the Equity Interests in
Ningde Nuclear Power and the Existing Nuclear Power Preliminary Project of
Datang International" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) Injection of 24% Equity Interests in CNNC Liaoning Nuclear Power Co., Ltd.
Agreed the Company to transfer 24% of its equity interests in Liaoning
Nuclear Power to China Datang Corporation Nuclear Power Co., Limited ("Datang
Nuclear Power Company") by way of equity contribution with a view to increase
the amount of capital injection by the Company in Datang Nuclear Power
Company. The capital increase of the Company amounted to RMB132,088,300 and
the capital increase of CDC in cash on the basis of its 60% shareholding in
Datang Nuclear Power Company amounted to RMB198,132,500. Upon completion of
the capital increase, the Company will have made capital contribution in the
total sum of RMB156,088,300 in Datang Nuclear Power Company and its equity
holding will remain as 40%;
(2) Entrusted Management of the Equity Interests in Ningde Nuclear Power and 11
Existing Nuclear Power Preliminary Projects of the Company
1. Agreed the Company to entrust the management of its equity interests in
Fujian Ningde Nuclear Power Company Limited ("Ningde Nuclear Power") and
its existing nuclear power preliminary projects to Datang Nuclear Power
Company. The entrusted management fee is RMB10,080,000 per annum. The
term of entrusted management is three years (from 1 July 2014 to 30 June
2017). If both parties intend to continue the co-operation as stipulated
in the agreement upon the expiry of the entrustment term, a separate
extension agreement shall be entered into before 30 June 2017 and the
corresponding approval procedures shall be re-performed;
2. During the term of entrusted management, the Company shall have the
ownership of all of the assets of and all the interests derived from the
assets of the nuclear power preliminary project and the equity interests
of Ningde Nuclear Power;
(3) The Directors (including independent Directors) were of the view that the
abovementioned transaction was conducted on normal commercial terms and
in the ordinary course of business of the Company, and was fair, reasonable
and in the interests of the shareholders of the Company as a whole;
(4) Datang Nuclear Power Company is a connected person of the Company pursuant
to the listing rules of places in which the Company was listed. The
abovementioned transactions constitutes connected transactions of the
Company and connected Directors have abstained from voting for the
resolution;
The Company will issue a separate announcement after the relevant agreement is
entered into.
As the abovementioned resolutions numbered 1, 2 and 3 shall be submitted to the
general meeting for shareholders' consideration and approval, the Company will
issue a notice of the relevant general meeting in due course.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 12 June 2014
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, 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
Note:
Biography of Mr. Meng Fankui:
Mr. Meng, aged 50, a senior engineer who holds a post-graduate degree.
He served as the Deputy Chief of Zhangjiakou Power Plant, Chief of Xia Hua Yuan
Power Plant, Chief of Zhangjiakou Power Plant, General Manager and Deputy Party
Secretary of Inner Mongolia Branch Company of Datang and General Manager of
Tuoketuo Power Generation Company. He served as the Deputy Party Secretary
(responsible for leading the work of party group) and Deputy General Manager of
Datang Hebei Power Generation Co., Ltd since July 2013. Mr. Meng has long been
involved in production, operation, management and administrative work of power
generation enterprises. He has extensive experience in production, operation
and management of power generation companies.