EGM Resolutions
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
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)
ANNOUNCEMENT
RESOLUTIONS PASSED AT THE
2014 FIRST EXTRAORDINARY GENERAL MEETING
AND
CHANGES IN DIRECTORS
Datang International Power Generation Co., Ltd. (the "Company") held its 2014
first extraordinary general meeting (the "EGM") at the function room of 5/F,
Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the
People's Republic of China (the "PRC) on 24 January 2014 (Friday). 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 (other than ordinary resolutions numbered (2) and (3))
were 13,310,037,578 shares (the "Shares"). Shareholders of the Company or their
authorised proxies who attended the EGM represented an aggregate of
8,655,695,647 voting shares or approximately 65.03% of the total issued shares
of the Company. Mr. Chen Jinhang, the chairman of the board of directors (the
"Board"), presided 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 49.23% of the issued Shares of the Company with voting right,
were required to and did, abstain from voting on ordinary resolutions numbered
(2) and (3) at 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 "Resolution 8,216,523,427 439,172,220 94.93%
on the Financial Guarantee for 2014"
2. To consider and approve the "Resolution -- -- --
on Certain Continuing Connected
Transactions of the Company for 2014"
(1) Supply of coal by Beijing Datang Fuel 4,379,387,805 13,872,428 99.68%
Company and Hong Kong Company to the
power generation enterprises of CDC
(2) Supply of coal by Beijing Datang Fuel 4,379,387,805 13,872,428 99.68%
Company and its subsidiary, Inner
Mongolia Fuel Company, to enterprises
managed by the Company
(3) Supply of coal by Hong Kong Company 4,379,387,805 13,872,428 99.68%
to Beijing Datang Fuel Company
(4) Supply of coal by Hong Kong Company 4,379,387,805 13,872,428 99.68%
to certain subsidiaries of the
Company along the coast
3. To consider and approve the "Resolution 4,379,387,805 13,872,428 99.68%
on Supply of Coal by Inner Mongolia
Datang International Xilinhaote Mining
Company Limited to Enterprises Managed
by the Company in 2014"
4. To consider and approve the "Resolution -- -- --
on the Adjustments of Directors of the
Company"
(1) Mr. Wu Jing to hold the office as an 8,628,855,219 25,382,428 99.71%
executive director of the eighth
session of the Board
(2) Mr. Cao Jingshan to cease to hold 8,649,103,647 5,134,000 99.94%
the office as a director of the
eighth session of the Board
CHANGES IN DIRECTORS
With effect from 24 January 2014, Mr. Wu Jing holds the office as an executive
director of the eighth session of the Board. The biography of Mr. Wu is set out
in Note 1 of this announcement. Due to works' adjustment of Mr. Cao Jingshan,
Mr. Cao no longer serves as an executive director of the Company with effect
from 24 January 2014. Mr. Cao has confirmed that he has no disagreement with
the Board and there are no matters relating to his resignation that need to be
brought to the attention of the Shareholders of the Company, the Shanghai Stock
Exchange and The Stock Exchange of Hong Kong Limited.
Notes:
1. The biography of Mr. Wu Jing is as follows:
Wu Jing, aged 56, is a professor-grade senior engineer who holds a
post-graduate degree. He is currently President and deputy Party Committee
Secretary of the Company. He served as the Deputy Chief of the maintenance
division, Deputy Chief of biological technology division, Assistant to
General Engineer, Deputy General Engineer and Deputy Chief of Han Cheng
Power Plant; Deputy Chief and Chief of Weihe Power Plant; Deputy Chief of
Weihe Power Generation Company Limited and Chief of Weihe Power Plant;
Party Committee Member and Vice President of Xinjiang Electric Power
Corporation; Party Committee Member and Deputy General Manager of Shaanxi
Electric Power Corporation; the Chief of the Development and Planning
Department, Deputy Chief Economist and the Chief of the Development and
Planning Department, and Chief Economist of CDC. Mr. Wu is also a director
of China Datang Corporation Renewable Power Co., Limited, a company listed
on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")
(Stock code: 01798). Mr. Wu has long been involved in power generation
and economic management. He has extensive experience in management of
power generation and enjoys special government allowances by the State
Council.
The term of office of Mr. Wu Jing commences on the date of approval of
his appointment by the Shareholders at the EGM, i.e. 24 January 2014 to
the expiration of the term of the eighth session of the Board (i.e. 30
June 2016). Mr. Wu will not be entitled to any remuneration by being a
director of the Company. As at the date of this announcement, Mr. Wu Jing
does not have any interest in the shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance. He has not
been subject to any public sanctions by statutory or regulatory authority.
Save as disclosed above, Mr. Wu has not held any directorships in any
public listed companies in the past three years and has no relationship
with any directors, senior management, substantial or controlling
Shareholders (as defined in the Rules Governing the Listing of Securities
on the Stock Exchange (the "Listing Rules")). Save as disclosed above,
there are no other matters concerning the appointment of Mr. Wu 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 2014
First Extraordinary General Meeting dated 9 December 2014 and the
Supplemental Notice of 2014 First Extraordinary General Meeting dated 7
January 2014.
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. Save as disclosed above, 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, 24 January 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
END