EGM Resolutions and Changes in Supervisors
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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.
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
RESOLUTIONS PASSED AT THE
2013 THIRD EXTRAORDINARY GENERAL MEETING AND
CHANGES IN SUPERVISORS
Datang International Power Generation Co., Ltd. (the "Company") held its 2013
third extraordinary general meeting (the "EGM") 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
convening of the EGM complied with the requirements of the Company Law of the
PRC and the articles of association of the Company.
As at the date of the EGM, the total number of issued shares of the Company
entitling the holders to attend the EGM to vote for or against all of the
proposed resolutions were 13,310,037,578 shares (the "Shares"). Shareholders of
the Company or their authorised proxies who attended the EGM represented an
aggregate of 8,738,815,074 voting shares or approximately 65.66% of the total
issued shares of the Company. Mr. Chen Jinhang, the chairman of the board of
directors (the "Board"), presided over the EGM.
The following resolutions were passed at the EGM by way of poll:
Ordinary Resolutions Number of Shares Passing
Rate
For Against (%)
1. To consider and approve the 8,738,815,074 0 100
"Resolution on the Provision of
Guarantee for the Financing of Ningxia
Datang International Qingtongxia
Photovoltaic Power Generation Limited"
2. To consider and approve the 8,738,597,074 218,000 99.998
"Resolution on Changing the Auditor of
the Company in 2013"
3. To consider and approve the 8,738,815,074 0 100
"Resolution on the Allowance Criteria
for the Directors of the Eighth
Session of the Board and the
Supervisors of the Eighth Session of
the Supervisory Committee"
4. To consider and approve the ---- ---- ----
"Resolution on the Proposal of
Changing Shareholders' Representative
Supervisor of the Company to be
Considered at the General Meeting"
(1) To approve the appointment of 8,672,007,310 64,699,764 99.259
Mr. Li Baoqing as Shareholders'
Representative Supervisor of the
Company (Note 1)
(2) To approve the cessation of 8,677,413,310 59,293,764 99.321
appointment of Mr. Zhou Xinnong as
Shareholders' Representative
Supervisor of the Company
CHANGES IN SUPERVISORS
Due to works' adjustment of Mr. Zhou Xinnong, Mr. Zhou will no longer serve as
a Shareholders' Representative Supervisor of the Company with effect from 29
October 2013. Mr. Zhou has confirmed that he has no disagreement with the Board
or the Supervisory Committee and there are no matters relating to his
resignation that need to be brought to the attention of the Shareholders.
Notes:
1. The biography of Mr. Li Baoqing is as follows:
Li Baoqing, aged 48, is a graduate of public finance studies from the Research
Institute for Fiscal Science of the Ministry of Finance, a doctoral candidate,
and a senior accountant. Mr. Li started to work at the North China power grid
system in 1987, and has successively served as the vice manager cum chief
engineer of the Fourth Company of Beijing Coal-fired Power Generation
Construction Company, the vice director and director of the funding division,
finance department of North China Power Group Company, the vice director
(Person-in-Charge) and director of the funding and property rights division,
finance department of China Datang Corporation ("CDC"), and deputy general
manager, general manager and deputy Party Committee Secretary of China Datang
Finance Co., Ltd.. Mr. Li is currently the director of the financial management
department of CDC and the general manager of China Datang Corporation Capital
Holding Co., Ltd.. Mr. Li has long been engaged in positions related to
finance, operation and management in power corporations and has rich managerial
experience in finance and power corporations.
The term of office of Mr. Li commences from the day of approval by the
Shareholders at the EGM, i.e. 29 October 2013, until the day of the end of the
term of the eighth session of Supervisory Committee (i.e. 30 June 2016). Mr. Li
will not be entitled to any remuneration from being a supervisor of the
Company, but he will be entitled to certain travel subsidies (details of which
please refer to Note 3 of notice of the EGM dated 13 September 2013). As at the
date of this announcement, Mr. Li does not have any interest in the Shares of
the Company within the meaning of Part XV of the Securities and Futures
Ordinance, and has not been subjected to any public sanctions by statutory or
regulatory authority.
Mr. Li was appointed as a director of Datang Huayin Electric Power Co., Ltd. (a
company listed on the Shanghai Stock Exchange, A shares stock code: 600744) on
16 October 2013. Saved as disclosed above, Mr. Li did not hold any
directorships in any public listed companies in the past three years and he
does not have any relationship with any directors, senior management or
substantial or controlling Shareholders (as defined in the Rules Governing the
Listing of Securities (the "Listing Rules") on the Stock Exchange of Hong Kong
Limited (the "Stock Exchange")) of the Company. Save as disclosed above, there
are no other matters concerning the appointment of Mr. Li that need to be
brought to the attention of the Shareholders and the Stock Exchange and there
are no other matters which shall be disclosed pursuant to Rule 13.51(2) (h) to
(v) of the Listing Rules.
2. Unless the context states otherwise, capitalized terms used in this
announcement shall have the same meanings as defined in the Notice of 2013
Third Extraordinary General Meeting dated 13 September 2013 and the
Supplemental Notice of 2013 Third Extraordinary General Meeting dated 15
October 2013.
3. Computershare Hong Kong Investor Services Limited, the H shares share
registrar of the Company, acted as the scrutineer for the vote-takings of
the ordinary resolutions at the EGM.
4. No shareholders are required under the Listing Rules to abstain from voting
at the EGM. None of the shareholders of the Company who were entitled to
attend the EGM had to vote only against on any of the ordinary 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 Listing Rules.
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