Resolutions of BOD
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Datang International Power Generation Co., Ltd.
(a sino-foreign joint stock limited company incorporated in the
People's Republic of China)
(Stock Code: 00991)
OVERSEAS REGULATORY ANNOUNCEMENT
ANNOUNCEMENT ON RESOLUTIONS
OF THE BOARD OF DIRECTORS
Special Notice:
The board of directors (the "Board") and all directors (the "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 content of this announcement.
This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules").
The thirtieth meeting of the seventh session of the Board (the "Meeting") of Datang
International Power Generation Co., Ltd. (the "Company") was held at 1608 Conference
Room, No.9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of
China (the "PRC") on 25 October 2012 (Thursday). The written notice of the Meeting
was dispatched on 15 October 2012. There were 15 Directors eligible for attending
the Meeting and 9 of them attended the Meeting. Directors Liu Shunda, Hu Shengmu,
Liu Haixia, Mi Dabin, Zhao Zunlian, and Zhao Jie, were unable to attend the Meeting
in person due to business engagements, they had authorised Directors Cao Jingshan,
Fang Qinghai, Guan Tiangang, Ye Yonghui, Li Yanmeng, and Li Hengyuan, respectively,
to attend the Meeting and vote on their behalf. 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. Three supervisors of the Company were present at the Meeting.
Pursuant to the Articles of Association, Mr. Cao Jingshan, the Vice Chairman of the
Company, presided over the Meeting. The following resolutions were approved
unanimously by the attending Directors and their authorised proxies by way of voting
by show of hands at the Meeting:
1. "The Explanation on the 2012 Third Quarterly Report" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Board agreed on the content of the 2012 third quarterly report of the Company
and the release of the 2012 third quarterly report in accordance with the relevant
regulations.
(1) The Board approved the Company to grant a revolving entrusted loan through
commercial banks or China Datang Finance Co., Ltd. ("Datang Finance Co.")
with an amount not exceeding RMB1,300 million to Sichuan Datang International
Ganzi Hydropower Development Company Limited ("Ganzi Hydropower Company"),
a subsidiary of the Company, based on the actual needs of Ganzi Hydropower
Company. The term of the entrusted loan shall not exceed three years at a loan
interest rate based on benchmark interest rate to be charged for the same level
of loans in RMB by the People's Bank of China. The entrusted loan shall
principally be used for project construction;
(2) The Board approved the Company, or Datang Energy and Chemical Co., Ltd.
("Energy and Chemical Company"), a wholly-owned subsidiary of the Company,
to grant an entrusted loan in batches through commercial banks or Datang
Finance Co., respectively, with an amount of not exceeding RMB3,000 million
to Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal
Chemical Company"), a subsidiary of the Company, based on the actual needs
of Duolun Coal Chemical Company. The term of the entrusted loan is three years
at a loan interest rate based on the prevailing benchmark lending rate charged
to financial institutions for the same period as announced by the People's Bank
of China. The entrusted loan shall principally be used for the replacement
of bank borrowings due for Duolun Coal Chemical Company;
(3) China Datang Corporation ("CDC"), a controlling shareholder of the Company,
owned 27.5% of the equity interest of Ganzi Hydropower Company and 40% of
the equity interest of Duolun Coal Chemical Company. Energy and Chemical
Company, a wholly-owned subsidiary of the Company, owned 60% of the equity
interest of Duolun Coal Chemical Company. Pursuant to the Listing Rules,
Ganzi Hydropower Company and Duolun Coal Chemical Company are connected
persons of the Company, hence the above-mentioned entrusted loan arrangements
constitute connected transactions of the Company. The connected Directors
have abstained from voting to approve the connected transactions;
(4) Directors (including independent Directors) are of the view that the
above-mentioned transactions were conducted on normal business terms during
the ordinary course of business of the Company, and that the relevant
transactions were fair, reasonable and in the interests of the shareholders
of the Company as a whole.
(5) Pursuant to the requirements of the Listing Rules, the provision of entrusted
loan to Duolun Coal Chemical Company by the Company or Energy and Chemical
Company is required to be submitted to the general meeting for shareholders'
consideration and approval. At the general meeting, CDC and its associates
are required to abstain from voting to approve the transaction.
3. "The Management System of Information Disclosure with respect to the Debt Financing
Instruments of Datang International Power Generation Co., Ltd." was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Board agreed to establish and execute "The Management System of Information
Disclosure with respect to the Debt Financing Instruments".
4. "The Resolution of Certain Daily Connected Transactions of the Company in 2012"
was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) The Board approved certain subsidiaries of the Company to enter into purchase
and sale of coal agreements, respectively, with certain subsidiaries of CDC
to purchase coal from CDC's subsidiaries in 2012 with an aggregate annual
transaction amount not exceeding RMB303 million.
(2) The Board approved Inner Mongolia Electric Power Fuel Company Ltd. ("Inner
Mongolia Fuel Company"), a wholly-owned subsidiary of the Company's subsidiary
Beijing Datang Fuel Company, to enter into a coal supply contract with Datang
Electric Power Fuel Company Limited ("Datang Fuel Company), a wholly-owned
subsidiary of CDC, with contract term commencing from 1 October 2012 and ending
on 31 December 2012. During the term of the contract, Inner Mongolia Fuel
Company shall supply coal to Datang Fuel Company with an aggregate annual
transaction amount not exceeding RMB300 million.
(3) Directors (including independent Directors) are of the view that the
above-mentioned purchase and sale of coal agreements and coal supply contract,
and the transactions contemplated thereunder were conducted on normal business
terms during the ordinary course of business of the Company, and that the
relevant transaction was fair, reasonable and in the interests of the
shareholders of the Company as a whole.
(4) Pursuant to the Listing Rules, CDC, and its subsidiaries are connected persons
of the Company and the above-mentioned transactions constitute connected
transactions of the Company and the connected Directors have abstained from
voting to approve the connected transactions.
As the provision of the entrusted loan to Duolun Coal Chemical Company
(including the relevant entrusted loan agreement to be entered into under
"The Resolution on the Provision of Entrusted Loans to Certain Subsidiaries"
is required to be submitted to the general meeting for shareholders'
consideration and approval, the Company will convene a general meeting to
consider such matter as and when appropriate.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 25 October 2012
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