Resolutions of the Board of Directors
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: 991)
ANNOUNCEMENT ON RESOLUTIONS
OF THE BOARD OF DIRECTORS
Special Notice:
The board of directors 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 contents 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 thirty-fourth meeting of the sixth session of the board of directors
(the "Board") (the "Meeting") of Datang International Power Generation Co.,
Ltd. (the "Company") was held at the conference room of 5/F, InterContinental
Hotel, 9 Financial Street, Xicheng District, Beijing, the People's Republic of
China (the "PRC") on 19 April 2010 (Monday). The written notice of the Meeting
was dispatched to all Directors on 2 April 2010. There were 15 Directors
eligible for attending the Meeting and 13 of them attended the Meeting.
Directors Mr. Xie Songlin and Mr. Liu Chaoan were absent from the Meeting due
to business engagements, and they had authorised Mr. Xia Qing, a Director, to
attend the Meeting and vote on their behalves thereat. The Meeting was 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. The four supervisors
of the Company were present at the Meeting. The Meeting was chaired by Mr.
Zhai Ruoyu, the chairman of the Company. The following resolutions were
approved unanimously by the attending Directors and their authorised proxies
attending the Meeting by way of voting by a show of hands at the Meeting:
1. "The Report of the President" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
2. "The Report of the Board for the Year 2009" (including Independent
Directors Report on Work) was considered and approved; and the same be
submitted to the 2009 annual general meeting for consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
3. The "Proposal of Final Accounts for the Year 2009" was considered and
approved; and the same be submitted to the 2009 annual general meeting for
consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
4. The "2009 Profit Distribution Proposal" was considered and approved;
and the same be submitted to the 2009 annual general meeting for
consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
As audited by PricewaterhouseCoopers Zhong Tian CPAs Limited Company and
PricewaterhouseCoopers, for the year ended 31 December 2009, net profit
attributable to equity holders of the Company amounted to approximately
RMB1,479.469 million under PRC Accounting Standards for Business Enterprises
("PRC Accounting Standards") and RMB1,612.317 million under International
Financial Reporting Standards ("IFRS"). The Company withdrew 10% of the net
profit of the parent company under PRC Accounting Standards as statutory
surplus reserve fund amounting to approximately RMB193.306 million.
The Company's profit distribution proposal for the year 2009 is as
follows:
Based on the Company's total share capital (as at 19 April 2010, the
Company's total share capital is 12,310,037,578 shares), the Company proposes
to distribute a dividend of RMB0.07 per share (tax included) to all
shareholders and the total amount of the proposed cash dividends to be
distributed is approximately RMB861.703 million.
5. The "Explanation on 2009 Connected Transactions" was considered and
approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
The Directors and independent non-executive Directors agreed on the
"Explanation on 2009 Connected Transactions". The Directors and independent
non-executive Directors consider that the connected transactions during 2009
were conducted on normal business terms and in the ordinary course of business
of the Company, and the connected transactions were fair, reasonable and in
the interests of the shareholders of the Company as a whole.
The connected Directors, abstained from voting in respect of this
resolution.
6. The "Self-assessment Report on Internal Control of the Company" was
considered and approved. It is agreed that the "Self-assessment Report on
Internal Control" is to be published by the Company.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
7. The "Resolution on the Social Responsibility Report for the Year 2009"
was considered and approved. It is agreed that the "Resolution on the Social
Responsibility Report for the Year 2009" is to be published by the Company.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
8. The "Full text of the 2009 Annual Report, Summary of Annual Report and
Results Announcement" were considered and approved. It is agreed that the full
text of the 2009 Annual Report, Summary of Annual Report and Results
Announcement are to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
9. The "Rules Governing the Fund Raising of Datang International Power
Generation Company Limited" were considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
10. The "Resolutions on Providing Guarantees to the Financing of Xinyu
Power Company, Qian'an Thermal Power Company, Tiaobingshan Power Company,
Liaoning Wind Power Company and Zhang Zhou Wind Power Company" were considered
and approved. Voting results were as follows:
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) Agreed to provide guarantee to the financing of Jiangxi Datang
International Xinyu Power Generation Company Limited ("Xinyu Power Company")
with an amount not exceeding RMB200 million.
(2) Agreed to provide guarantee to the financing of Hebei Datang
International Qian'an Datang Thermal Power Company Limited ("Qian'an Thermal
Power Company") with an amount not exceeding RMB100 million.
(3) Agreed to provide guarantee to the financing of Liaoning
Tiaobingshan Gangue Power Generation Company Limited ("Tiaobingshan Power
Company") with an amount not exceeding RMB320 million.
(4) Agreed to provide guarantee to the financing of Liaoning Dantang
International Wind Power Development Company Limited ("Liaoning Wind Power
Company") with an amount not exceeding RMB200 million.
(5) Agreed to provide guarantee to the financing of Dantang Zhang Zhou
Wind Power Generation Company Limited ("Zhang Zhou Wind Power Company") with
an amount not exceeding RMB730 million.
Since the asset-to-liabilities ratios of Xinyu Power Company, Qian'an
Thermal Power Company, Tiaobingshan Power Company, Liaoning Wind Power Company
and Zhang Zhou Wind Power Company were over 70%, the above-mentioned
guarantees are subject to the consideration and approval by the general
meeting.
Upon confirmation of the terms of the relevant guarantees agreements, the
Company will issue a further announcement.
11. The "Resolution on the Amendments to the 'Articles of Association 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 amend Articles 18 and 21 of the Articles of
Association regarding the shareholding of shareholders and the adjustment to
the Company's registered capital.
The Board agreed to propose to the general meeting to authorise the
Chairman of the Company or its authorised representative to make appropriate
amendments to the Articles of Association pursuant to the requirements and/or
instructions stipulated by the relevant authorities of the State in the
process of approving the Articles of Association in order to meet the
requirements of relevant authorities of the State.
The Board agreed to submit the amendment proposal to the Articles of
Association to the general meeting of the Company for consideration and
approval.
12. The "Resolution on Appointing China National Water Resources &
Electric Power Materials & Equipment Corporation to Carry Out Centralised
Production Materials Purchase" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed that the Company and its subsidiaries shall make
centralised purchase of production materials required for technological
renovation projects, including equipment, production spare parts and large
consumable materials, through China National Water Resources & Electric Power
Materials & Equipment Corporation ("China Water Resources and Power") for the
year ending 2010. The estimated project purchase amount of centralised
purchase was RMB300 million. The Board agreed the Company to pay China Water
Resources and Power a certain amount of management service fee.
Matters relating to centralised purchase constitute continuing connected
transactions of the Company. The connected Directors have abstained from
voting.
For details, please refer to the relevant announcement published by the
Company on the same day.
13. The "Resolution on Capital Contribution to the Establishment of
Fuxin Coal-based Gas Company for constructing the Fuxin Coal-based Gas
Project" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed that the Company's wholly-owned subsidiary Datang Energy
and Chemical Company Limited ("Energy and Chemical Company") shall contribute
capital of RMB6,633 million (in contribution proportion of 90%) to jointly
establish the project company for constructing the Fuxin Coal-based Gas
Project with China Datang Corporation ("CDC") (whose contribution proportion
is 10%).
The above-mentioned capital contributions constitute connected transaction
of the Company. The connected Directors have abstained from voting in respect
of the above-mentioned connected transactions.
The Board agreed to submit the above-mentioned investment to the general
meeting of the Company for consideration and approval.
Separate announcement will be made upon signing of the capital
contribution agreement in accordance with the requirements of the Listing
Rules.
14. The "Resolution on Adjustments of Total Investments and Capital
Contributions of the Keqi Coal-based Gas Project" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed that the Company's wholly-owned subsidiary Energy and
Chemical Company shall contribute capital of RMB3,932.1 million (in
contribution proportion of 51%) to jointly establish the project company for
constructing the Keqi Coal-based Natural Gas Project with Beijing Gas Group
Co., Ltd, CDC and Tianjin Jinneng Investment Company (their respective
contribution proportions are 34%, 10% and 5%).
The above-mentioned capital contributions in establishing Keqi Coal-based
Natural Gas Project constitute connected transaction of the Company. The
connected Directors have abstained from voting in respect of the above-
mentioned connected transaction.
The Board agreed to submit the above-mentioned investment to the general
meeting of the Company for consideration and approval.
Separate announcement will be made upon signing of the capital
contribution agreement in accordance with the requirements of the Listing
Rules.
15. The "Resolution on Signing the Increase in Capital and Expanding
Shareholding Agreement between the Company and Datang Mining Company to
Jointly Develop and Construct Shengli Coal Mine East Unit 2 Project" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed that China Datang Group Mining Company Limited ("Datang
Mining Company"), a subsidiary of China Datang Group, contributed
approximately RMB329.0892 million to increase capital and expand shareholding
in Inner Mongolia Datang International Xilinhaote Mining Company Limited
("Mining Company") so as to invest and construct the Shengli Coal Mine East
Unit 2 project.
Upon completion of the increase capital and expand shareholding proposal,
the shareholding structure of Mining Company will be: the Company will hold
60% of its equity interests and Datang Mining Company will hold 40% of its
equity interests.
The above-mentioned increase capital and expand shareholding matter
constitute connected transaction of the Company. The connected Directors have
abstained from voting in respect of the above-mentioned connected
transactions.
Separate announcement will be made upon signing of the capital
contribution agreement in accordance with the requirements of the Listing
Rules.
16. The "Resolution on Preparing the Three Systems Comprising the
"System Governing Investors Relations" of the Company" was considered and
approved. The Board agreed to issue the "System Governing Investor Relations",
"System of Governing Users of External Information" and "System of
Accountability for Significant Mistakes in Annual Report Information
Disclosure"
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
17. The "Proposal on Proposing to the General Meeting to Grant a Mandate
to the Board to Determine the Issuance of New Shares of Not More Than 20% of
Each Class of Shares" was considered and approved; and the same be submitted
to the general meeting for consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed to request the general meeting to grant the following
mandates to the Board:
(1) To propose, subject to the requirements of note (2) of this
resolution, to generally and unconditionally authorise the Board to, within 12
months from the date of approval of this resolution at the Company's general
meeting, exercise all rights of the Company to authorise, allot or issue,
either separately or concurrently, domestic shares (A shares) and overseas-
listed foreign shares (H shares) and execute or grant any offers, agreements
and arrangements which may require the exercise of such rights;
(2) Pursuant to the approval of note (1) of this resolution, the Board
may authorise, allot or issue, either separately or concurrently, A shares and
H shares with the respective numbers of A shares and H shares to be
authorised, allotted or issued, either separately or concurrently, not more
than 20% of the respective number of the issued A shares and H shares of the
Company;
(3) Subject to the restrictions of notes (1) and note (2) of this
resolution, the Board may, within the given limits, determine the respective
numbers of A shares and H shares to be authorised, allotted or issued, either
separately or concurrently, and
(4) Subject to the restrictions of notes (1), (2) and (3) of this
resolution and according to the Company's actual condition of the
authorisation, allotment or issue of new A shares and new H shares, either
separately or concurrently, the Board may increase the registered capital of
the Company and make corresponding amendments to Articles 18 and 21 to the
"Articles of Association of Datang International Power Generation Co., Ltd".
Before 30 June 2010, the Board will convene the 2009 annual general
meeting. The above-mentioned resolutions 2, 3, 4, 10, 11, 13, 14 and 17 shall
be submitted to the 2009 annual general meeting for consideration and
approval. At present, the exact timing of the convening of the 2009 annual
general meeting has not been confirmed yet . The Board has authorised the
Secretary to Board to issue the relevant general meeting notice in due course
upon confirmation of the timing and other details.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 19 April 2010
As at the date of this announcement, the Directors of the Company are:
Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu
Chaoan*, Yu Changchun*, Xia Qing* and Li Hengyuan*.
* Independent non-executive Directors