Proposed Amendments to the Articles of Association
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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
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
This announcement is made by Datang International Power Generation Co., Ltd.
(the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
In view of (i) the increase in the total registered share capital of the
Company resulting from the increase in the total issued share capital of the
Company to 13,310,037,578 shares as a result of the completion of the
non-public issuance of 1,000,000,000 A shares of the Company in May 2011; (ii)
the refinement and clarification of the scope of authorities of the general
meeting and the board of director of the Company (the "Board") for approval of
external guarantees; and (iii) the requirements in respect of the dividends
distribution policies of listed companies under the "Notice on Further
Implementing Issues concerning Cash Dividends of Listed Companies" (Zheng Jian
Fa (2012) No. 37) released by China Securities Regulatory Commission and the
"Notice on Further Perfecting Issues concerning Cash Dividends of Listed
Companies" (Jing Zheng Gong Si Fa [2012] No. 01) released by Beijing Securities
Regulatory Bureau; and on the basis of the actual situations of the Company;
the Board proposes to amend the relevant provisions in relation to the
registered capital and distribution of dividends arrangements under the
articles of association of the Company (the "Articles").
The proposed amendments to the Articles are as follows:
1. Proposed amendments to the relevant provisions under the Articles in
respect of non-public issue of shares and the registered capital of the
Company
1.1 Proposed addition and revisions to Article 18 of the Articles
Proposed addition: "The Company completed a non-public issuance
of 1,000,000,000 Domestic Invested Shares in 2011 after being
approved by both the shareholders' general meeting by way of special
resolutions and the approval authority authorized by the State
Council."
Proposed revisions: "the current shareholding structure of the
Company is: the total number of issued shares (which are all
ordinary shares) are 13,310,037,578, among which 9,994,360,000
shares are Domestic-Invested Shares, representing approximately
75.09% of the total issued shares of the Company, and 3,315,677,578
shares are Overseas-Listed Foreign-Invested Shares, representing
approximately 24.91% of the total issued shares of the Company."
1.2 Proposed revisions to Article 21 of the Articles
"Article 21: The registered capital of the Company is
Rmb13,310,037,578."
2. Amendments to the relevant provisions under the Articles in respect of the
scope of authorities to consider and approve guarantees
2.1 Proposed revisions to Article 61 of the Articles of the Company
Adding the following sub-paragraphs under the original wordings of
"Article 61: The following external guarantees provided by the
Company shall be considered and approved by the shareholders'
general meeting":
"1. any single guarantee with an amount exceeding 10% of the latest
audited net assets value of the Company;" and
"2. any guarantee, according to the principle that the amount of
guarantee accumulated in the consecutive 12 months, with an amount
exceeding 50% of the latest audited net assets value of the Company
and the absolute amount of which has exceeded Rmb50,000,000 or
above."
Other sub-paragraphs under Article 61 shall be renumbered in order
accordingly.
2.2 Proposed revisions to Article 139 of the Articles
To add the following sub-paragraph as sub-paragraph 8 under the
original wordings of "Article 139: The board of directors shall be
accountable to the shareholders' general meetings, and exercise the
following functions and powers:" :
"without prejudice to the requirements under Article 61 of these
Articles, considering and approving the external guarantees of the
Company;"
Other sub-paragraphs under Article 139 shall be renumbered in order
accordingly, and the sub-paragraphs referred to in this Article 139
shall also be re-numbered accordingly.
3. Amendments to the relevant provisions under the Articles in respect of
profit distribution
3.1 Proposed revisions to Article 119 of the Articles
"Article 119: The following matters shall be approved by special
resolutions of the shareholders' general meeting:
(1) the increase or reduction of the Company's share capital and
the issue of any class of shares, warrants or other similar
securities;
(2) the issue of debentures by the Company;
(3) the merger, division, dissolution or liquidation of the
Company;
(4) any amendment to these Articles;
(5) any acquisition or disposal of assets after the amount of the
buying or selling of material assets for the last 12 months
has reached or exceeded 30% of the latest audited total
assets;
(6) any external guarantee provided by the Company after the
aggregate external guarantee has reached or exceeded 30% of
the latest audited total assets;
(7) share incentive plan;
(8) adjustment to the profit distribution policy of the Company;
(9) all other matters stipulated by laws, administrative
regulations or these Articles, and other matters decided in
ordinary resolutions adopted by the shareholders' general
meeting as having significant impact on the Company and
requiring adoption by special resolutions.
Unless it is otherwise provided in this Article or these Articles of
Association, matters considered by the shareholders' general meeting
shall be approved by ordinary resolutions."
3.2 Proposed revisions to Article 208 of the Articles
"Article 208: The dividends distribution policy of the Company shall
include the following:
(1) The Company's dividends distribution policy shall maintain
continuity and stability. On the basis that such dividends
distribution policy shall pay great attention to the
reasonable investment return of the shareholders and also
taking into account the long term interests of the Company,
the overall interests of all shareholders, the Company's
reasonable demand of funds and the sustainable development of
the Company, the Company shall implement an active method to
distribute its dividends (i.e. distribution by way of cash
shall be the priority way for profit distribution). The
Company may distribute dividends by way of cash or shares (or
by both ways).
(i) dividends and other distributions in respect of the
ordinary shares shall be declared and denominated in
Renminbi.
(ii) dividends and other cash distributions in respect of the
Domestic-Invested Shares shall be paid in Renminbi.
(iii) dividends and other cash distributions in respect of the
Overseas-Listed Foreign-Invested Shares listed in Hong
Kong and London shall be paid in Hong Kong dollars in
accordance with relevant PRC foreign exchange
regulations. The exchange rate shall be calculated on
the basis of the average closing exchange price of Hong
Kong Dollar against Renminbi issued by the People's Bank
of China in each business day of the week immediately
preceding the date when such dividends are declared.
(2) The board of directors may distribute interim dividends or
bonus unless the shareholders' general meeting decides
otherwise.
(3) Where the Company distributes dividends to its shareholders,
it shall withhold taxes levied upon such dividends in
accordance with PRC tax laws.
(4) Where the Company distributes dividends by way of shares, it
shall obtain approvals from approval authorities of the
State."
3.3 Adding one article after Article 208 as Article 209 of the amended
Articles:
"Article 209: In the event that the Company has generated profits
and the accumulative undistributed profit is a positive figure; and
the cash flow of the Company is sufficient for the normal operation
and sustainable development of the Company, the Company shall
distribute its dividends by way of cash. The amount of profit to be
distributed by way of cash in a year in principle shall be 50% of
the net profit of the parent company realised in such year in
accordance with PRC accounting standards.
In the event that the Company is well operated and the board of
directors of the Company considers that the price of Company's
shares does not match the size of share capital of the Company and
that distributing dividends by way of shares is to the interests of
all shareholders of the Company as a whole, the Company may propose
a plan for the distribution of dividends by way of shares, provided
that the requirements for the distribution of cash dividends have
been fulfilled.
The profit distribution plan of the Company shall be drafted by the
management and submitted to the board of directors and board of
supervisors of the Company for consideration and approval. The
board of directors shall fully discuss the rationality of the profit
distribution plan, produce specific resolutions in this regard, and
submit to the shareholders' general meeting for consideration and
approval.
In special circumstances where the Company will not distribute its
cash dividends, the board of directors shall prepare particular
explanations in respect of the reason explaining why the Company
will not distribute cash dividends, the specific purposes for the
reserved profits and the estimated income generated from investment
and other matters. After being opined on by the independent
directors, such explanations shall be submitted to the shareholders'
general meeting for consideration and approval, and shall be
disclosed to the media designated by the Company.
In the event that the Company has profit but has not proposed any
distribution plan, or the Company proposes to adjust its profit
distribution policy, the board of directors shall have specific
discussions in this regard and shall fully discuss the reasons for
such adjustment and produce a written discussion report. The
discussion report, after being considered and approve by the
independent directors, shall be submitted to the shareholders'
general meeting for approval by way of special resolutions
In the event that the shareholders' general meeting has adopted
resolutions in respect of the profit distribution plan, the board
of directors shall complete the distribution of dividends by way of
cash (or shares) within 2 months after such shareholders' general
meeting.
The Company shall establish communications with the minority
shareholders by multiple channels, so that such minority
shareholders will have opportunities to provide their opinion in
respect of the profit distribution policy and the adjustments to the
profit distribution policy to the Company."
4. The provisions after Article 209 of the amended Articles shall be
renumbered in order accordingly.
"The Resolution on Amendments to the Company's Registered Capital and the
Articles of Association of the Company" is still subject to the approval
by the shareholders of the Company (the "Shareholders"). The full terms of
the proposed amendments to the Articles will be provided in the relevant
circular to be dispatched to the Shareholders. An extraordinary general
meeting will be convened by the Company for the Shareholders to consider
and, if thought fit, approve the proposed amendments to the Articles by
way of special resolutions.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 28 January 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