Resolutions of BOD
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)
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 13.10B of the Rules
Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited.
The thirty-fourth meeting of the seventh session of the Board of
Datang International Power Generation Co., Ltd. (the "Company")
was held by way of written correspondence on 5 February 2013
(Tuesday). There were 15 Directors eligible to attend the Meeting
and all of them attended the Meeting. The Meeting was held in
compliance with the provisions stipulated in the Company Law of
the People's Republic of China and the articles of association
of the Company. The following resolutions were approved
unanimously at the Meeting:
1. "The Resolution on the Supply of Coal by Inner Mongolia Fuel
Company to Certain Enterprises Managed by the Company" was
considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3
abstained
(1) The Board agreed Inner Mongolia Electric Power Fuel
Company Limited (Inner Mongolia Fuel Company, a
wholly-owned subsidiary of Beijing Datang Fuel Company
Ltd. (Beijing Datang Fuel Company, a controlling
subsidiary of the Company to enter into the Inner
Mongolia Fuel Purchase Framework Agreements with
certain subsidiaries of the Company to supply coal for
production purposes for a term of one year commencing
from 1 January 2013 to 31 December 2013, with a maximum
aggregate annual transaction amount of approximately
RMB5,425 million.
(2) Pursuant to Hong Kong Listing Rules, Inner Mongolia
Fuel Company is a connected person of the Company, the
aforesaid transactions constitute continuing connected
transactions of the Company and are required to be
considered and approved by the independent shareholders
at the general meeting. The connected Directors Liu
Shunda, Hu Shengmu and Fang Qinghai have abstained from
voting to approve the continuing connected transactions;
(3) The Directors (including independent non-executive
Directors) were of the view that the aforesaid
transactions were conducted on normal commercial terms
and in the ordinary course of business of the Company,
and the relevant transactions were fair, reasonable and
in the interests of the shareholders of the Company as
a whole.
For details of the aforesaid transactions, please refer to
the continuing connected transactions announcement of the
Company issued on the same date.
2. "The Resolution on Certain Daily Continuing Connected
Transactions of the Company" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3
abstained
(1) The Company (and its subsidiaries) purchase coal from
Beijing Datang Fuel Company
I. The Board agreed the Company to enter into the
Fuel Purchase Framework Agreement with Datang Fuel
Company for a term of one year commencing from 1
January 2013 to 31 December 2013, with a maximum
annual transaction amount of approximately RMB35,505
million.
II. Pursuant to Hong Kong Listing Rules, Beijing Datang
Fuel Company is a connected person of the Company,
the aforesaid transactions constitute continuing
connected transactions of the Company.
(2) Hong Kong Company supplies coal to the subsidiaries of
the Company.
I. The Board agreed Datang International (Hong Kong)
Limited. ("Hong Kong Company") to enter into the
Hong Kong-Beijing Fuel Sale Framework Agreement
with Beijing Datang Fuel Company for a term of one
year commencing from 1 January 2013 to 31 December
2013, with a maximum annual transaction amount of
approximately USD380 million.
II. The Board agreed Hong Kong Company to enter into
the Hong Kong--Power Plants Fuel Sale Framework
Agreement with the Company in relation to coal sale
to Guangdong Datang International Chaozhou Power
Generation Company Limited and Jiangsu Datang
International Lvsigang Power Generation Company
Limited, the controlling subsidiaries of the Company,
respectively, for a term of one year commencing from
1 January 2013 to 31 December 2013, with a maximum
aggregate annual transaction amount of approximately
USD522 million.
III. Pursuant to Hong Kong Listing Rules, Beijing Datang
Fuel Company, Chaozhou Power Generation Company and
Lvsigang Power Generation Company are connected
persons of the Company; the aforesaid transactions
constitute continuing connected transactions of the
Company.
(3) The controlling subsidiary of the Company provides
transportation service to Beijing Datang Fuel Company
The Board agreed Jiangsu Datang Shipping Company
Limited, a controlling subsidiary of the Company,
entered into the Annual Shipping Framework Agreement
with Beijing Datang Fuel Company for a term of one
year commencing from 1 January 2013 to 31 December
2013, with a maximum annual transaction amount of
approximately RMB385 million.
(4) The Directors (and independent non-executive Directors)
were of the view that the aforesaid transactions numbered
2.(1), (2) and (3) were conducted on normal commercial
terms and in the ordinary course of business of the
Company, and the relevant transactions were fair,
reasonable and in the interests of the shareholders of
the Company as a whole.
The connected Directors Liu Shunda, Hu Shengmu and Fang
Qinghai have abstained from voting to approve the connected
transaction;
(5) Pursuant to Hong Kong Listing Rules, the aforesaid
transactions (excluding resolution numbered 2.(3) above)
are required to be considered and approved by the
independent shareholders at the general meeting.
For details of the aforesaid transactions, please refer to the
continuing connected transactions announcement of the Company
issued on the same date.
The above resolutions numbered 1 and 2 (excluding resolution
numbered 2.(3)) are required to be considered and approved by the
independent shareholders at the general meeting. The Company will
issue the notice of the general meeting to the shareholders as
and when appropriate.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 6 February 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