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. (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
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 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 fourteen meeting (the "Meeting") of the eighth session of the Board of
Datang International Power Generation Co., Ltd. (the "Company") was held by way
of written correspondence on 26 September 2014 (Friday). There were 15
Directors eligible for attending the meeting and all of them attended the
meeting. 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"). The following
resolutions were approved unanimously at the Meeting:
1. The "Resolution on the Provision of Coal Transportation Service to Costal
Power Generation Companies under the Company by Jiangsu Datang Shipping Company
Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 avoided voting.
(1) Agreed Jiangsu Datang Shipping Company Limited ("Datang Shipping") to enter
into the annual coal transportation service framework agreements with
Guangdong Datang International Chaozhou Power Generation Company Limited
("Chaozhou Power Generation Company") and Jiangsu Datang International
Lvsigang Power Generation Company Limited ("Lvsigang Power Generation
Company"), the Company's subsidiaries, respectively for a term between 1
January 2014 and 31 December 2014;
(2) Agreed Datang Shipping to provide Chaozhou Power Generation Company and
Lvsigang Power Generation Company with coal transportation service during
the term of the agreements, among which, the transaction amounts with
Chaozhou Power Generation Company and Lvsigang Power Generation Company
were approximately RMB189 million (cap) and approximately RMB83 million
(cap), respectively;
(3) The Directors (including independent Directors) are of the view that the
aforementioned transactions are conducted in the ordinary course of
business of the Company on normal commercial terms. The relevant
transactions are fair and reasonable, and are in the interests of the
shareholders of the Company as a whole;
(4) Pursuant to the Listing Rules, Chaozhou Power Generation Company and
Lvsigang Power Generation Company are connected persons of the Company, and
the abovementioned transactions constitute connected transactions of the
Company. Connected Directors have abstained from voting on this resolution.
For the details of the abovementioned transactions, please refer to the
Company's relevant announcement published on the same day.
2. The "Resolution on Datang International's and its Subsidiary's Participation
in the Bids for Two Equity Interests as Held by Kangding Guoneng" was
considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 avoided voting.
(1) Since Kangding Guoneng Investment Co., Ltd. ("Kangding Guoneng"), a
wholly-owned subsidiary of China Datang Corporation ("CDC"), the
controlling shareholder of the Company, has made an open tender for the
relevant equity interests as held by it, the Board agreed: (1) the Company
to participate in the bid of 0.57% equity interests in Datang Shipping as
held by Kangding Guoneng at a price of no higher than RMB1.6729 million;
(2) Sichuan Datang International Gan Zi Hydropower Generation Development
Company Limited ("Gan Zi Hydropower"), a subsidiary of the Company, to
participate in the bid of 100% equity interests in Kangding Guoneng
Hydropower Generation Development Company Limited ("Kangding Hydropower")
as held by Kangding Guoneng at a price of no higher than RMB53.5666
million;
(2) The Directors (including independent Directors) are of the view that the
aforementioned transactions are conducted in the ordinary course of
business of the Company on normal commercial terms. The relevant
transactions are fair and reasonable, and are in the interests of the
shareholders of the Company as a whole;
(3) Pursuant to the Listing Rules, CDC and its subsidiary, Kangding Guoneng,
are connected persons of the Company, and Ganzi Hydropower is also a
connected person of the Company. If the Company and Ganzi Hydropower
complete the bid of equity interests in Kangding Hydropower, the
abovementioned transactions constitute connected transactions of the
Company. Connected Directors have abstained from voting on this resolution.
The Company will publish further announcement upon signing of the respective
property transaction agreements.
3. The "Resolution on the Change of Directors of the Company" was considered
and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) Agreed Mr. Liang Yongpan to hold the office as a Director of the eighth
session of the Board and this change of Director will be submitted to the
general meeting for shareholders' consideration and approval. If elected,
his term of office will be effective from the date of approval by the
shareholders at the general meeting to the expiration of the term of the
eighth session of the Board (i.e. 30 June 2016);
(2) Agreed Mr. Fang Qinghai will cease to hold the office as a Director of the
Company, with effect from the date of approval by the shareholders at the
general meeting.
Mr. Fang Qinghai has confirmed that he has no disagreement with the Board of
the Company and there are no matters that need to be brought to the attention
of the shareholders of the Company and the Hong Kong Stock Exchange.
The Board is satisfied with the contribution made by Mr. Fang Qinghai during
his tenure of office as a Director, and would like to express high recognition
and gratitude on Mr. Fang Qinghai's valuable contribution towards the
development of the Company over the past years.
The independent Directors are of the view that the proposed appointment and
resignation of Directors of the Company, as well as the nomination processes
are in compliance with relevant laws and rules such as Company Law and the
Articles of Association; and the nominees possess relevant professional
knowledge and relevant policy monitoring and coordination capabilities; and the
qualification of the nominees is in compliance with relevant laws and rules
such as Company Law and the Articles of Association.
Please refer to the notes for details of the biography of Mr. Liang Yongpan.
As the abovementioned resolution numbered 3 shall be submitted to the general
meeting for shareholders' consideration and approval, the Company will issue a
notice of the relevant general meeting in due course.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 29 September 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
Note: Biography of Mr. Liang Yongpan
Liang Yongpan, aged 48, a senior engineer graduated from the university. Mr.
Liang served as the Deputy Division Head and Deputy Plant Head (Production) of
the Production Division of Lanzhou No. 2 Thermal Power Factory, General Manager
of Lanzhou Xigu Thermal Power Co. Ltd., Member of Party Committee, Vice General
Manager and Chariman of the Labour Union of Gansu branch of China Datang
Corporation and Datang Gansu Power Generation Co., Ltd., Deputy Head of
Planning, Investment and Financing Department of China Datang Corporation, as
well as the Secretary of Party Committee and General Manager of Datang Gansu
Power Generation Co., Ltd. Since May 2014, he served as the Head of Planning
and Marketing Department of China Datang Corporation. Mr. Liang has long been
involved in the production, operation and management work of power generation
enterprises. He has extensive experience in production, operation and
management of power generation companies.