Resolutions of the Board of Directors
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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. (a sino-foreign
joint stock limited company incorporated in the People's Republic of China)
Datang International Power Generation Co., Ltd.
(Stock Code: 00991)
OVERSEAS REGULATORY ANNOUNCEMENT
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 contents of this announcement.
This announcement is made pursuant to Rule 13.10(B) of the Rules Governing the
Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong
Limited (the "Hong Kong Stock Exchange").
The thirteenth meeting of the eighth session of the Board of Datang
International Power Generation Co., Ltd, (the "Company") was convened on 27
August 2014 (Wednesday), at the meeting room of 5/F, InterContinental Hotel,
No. 11 Financial Street, Xicheng District, Beijing. The written notice of the
meeting was dispatched on 15 August 2014. There were 15 Directors eligible for
attending the meeting and 12 of them attended the meeting. Directors Cai
Shuwen, Dong Heyi and Jiang Guohua were unable to attend the meeting in person
due to business engagement, and they have authorised Directors Cao Xin, Ye
Yansheng and Zhao Jie respectively to attend the meeting and vote on their
behalf respectively. The convening of 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. Four supervisors of the Company were
present at the meeting. Chen Jinhang, the chairman of the Company, presided the
meeting. The following resolutions were approved unanimously by the attending
Directors or their authorised proxies by way of voting by show of hands at the
meeting:
1. The "Explanation on the 2014 Interim Results" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Board approved the content of the 2014 interim report, the summary of the
interim report and the results announcement ("2014 Interim Results") of the
Company.
2. The "Resolution on the Provision of Entrusted Loan to Datang Inner Mongolia
Duolun Coal Chemical Company Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) Agreed that the Company or Datang Energy and Chemical Company Limited
("Energy and Chemical Company"), a wholly-owned subsidiary of the Company,
to provide Datang Inner Mongolia Duolun Coal Chemical Company Limited
("Duolun Coal Chemical Company") with entrusted loan of not more than RMB4
billion in tranches through Datang Corporation Finance Limited Company
based on the actual needs of Duolun Coal Chemical Company;
(2) The Directors (including the independent Directors) are of the view that
the above-mentioned transaction is conducted in the ordinary and usual
course of business of the Company on normal commercial terms, and is fair
and reasonable and is in the interest of the Company and the shareholders
as a whole;
(3) Pursuant to the Hong Kong Listing Rules, the above-mentioned entrusted loan
arrangement constitutes a connected transaction of the Company. Pursuant to
the provisions under the Shanghai Listing Rules, connected directors,
namely, Chen Jinhang, Hu Shengmu and Fang Qinghai, have abstained from
voting on this resolution;
For details of the entrusted loan, please refer to the relevant announcement of
the Company published on the same day.
Since the above-mentioned resolution numbered 2 is required to be submitted to
the general meeting of the Company for shareholders' consideration and
approval, the Company will issue a notice of general meeting in due course.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 27 August 2014
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,
Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu*
* Independent non-executive Directors