Resolutions of The Board Of Directors
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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 contents of this announcement.
This announcement is made pursuant to Rule 13.10(B) of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong
Kong Stock Exchange").
The nineteenth meeting of the eighth session of the Board (the "Meeting") of
Datang International Power Generation Co., Ltd. (the "Company") was held at the
meeting room of 2/F, The Westin Beijing Financial Street, 9B Financial Street,
Xicheng District, Beijing at 9:30 a.m. on 18 March 2015 (Wednesday). The
written notice of the Meeting was dispatched to all Directors on 6 March 2015.
There were 15 Directors eligible for attending the Meeting and 13 of them
attended the Meeting. Directors Zhou Gang, Jiang Guohua were unable to attend
the Meeting in person due to business engagements, and they had authorised
Directors Wu Jing, Zhao Jie respectively, to attend the Meeting and vote on
their behalves. 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 (4) supervisors of the Company were present at the Meeting. Mr.
Chen Jinhang, the chairman of the Company, presided over the Meeting. The
following resolutions were approved unanimously by the attending Directors and
their authorised proxies by 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 2014" (including the Independent Directors' Report
on Work and the Performance Report of the Audit Committee) was considered
and approved; and the same was agreed to be submitted to the 2014 annual
general meeting for consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
3. The "Report of Final Accounts for the Year 2014" was considered and
approved; and the same was agreed to be submitted to the 2014 annual
general meeting for consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
4. The "2014 Profit Distribution Proposal" was considered and approved; and
the same was agreed to be submitted to the 2014 annual general meeting for
consideration.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
As audited by Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson
Wheeler Certified Public Accountants (Hong Kong), for the year ended 31
December 2014, net profit attributable to equity holders of the Company
amounted to approximately RMB1,798.36 million under the PRC Accounting
Standards and RMB1,767.42 million under the International Financial Reporting
Standards, respectively. The Company withdrew 10% of the net profit of the
parent company under the PRC Accounting Standards as statutory surplus reserve
fund amounting to approximately RMB349.35 million for the year 2014.
The Company's profit distribution proposal for the year 2014 is as follows:
Based on the Company's total share capital (as at 31 December 2014, the
Company's total share capital was 13,310,037,578 shares), the Company proposes
to distribute a dividend of RMB0.13 per share (tax inclusive) to all
shareholders and the total amount of the proposed dividend to be distributed is
approximately RMB1,730.30 million.
5. The "Connected Transactions of the Company for the Year 2014" was
considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained
Agreed on the "Connected Transactions of the Company for the Year 2014". The
Directors and independent Directors were of the view that the connected
transactions conducted during 2014 were conducted on normal commercial 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.
6. The "Resolution on the Appropriation of the Company's Fund by a Substantial
Shareholder and Other Connected Parties" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Directors (including independent Directors) agreed the "Specific Auditing
Report on the Table of Summary Regarding Non-operational Appropriation of Funds
of Datang International Power Generation Co., Ltd. and Flows of Other Connected
Funds", which was conducted by the Company's auditors Ruihua China CPAs
(Special Ordinary Partnership), and confirmed that there was no appropriation
of the Company's funds by the Company's controlling shareholder and other
connected parties for non-operating purpose during 2014.
7. The "Resolution on the Correction of Accounting Errors" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) Pursuant to the results of inspection by the Supervision and Inspection
Bureau of the Ministry of Finance and the State's administration of
taxation authorities, the Company made retrospective adjustments to the
opening balances of the financial statements for 2014 by increasing the
opening balances of total assets by approximately RMB1,460.22 million,
increasing the opening balances of total liabilities by approximately
RMB2,172.95 million, reducing the opening balances of owners' equity by
approximately RMB712.73 million, reducing total profit for the
corresponding period last year by approximately RMB139.64 million and
reducing net profit attributable to the parent company for the
corresponding period last year by approximately RMB95.69 million,
respectively.
(2) The Directors (including independent Directors) were of the view that the
correction of the above accounting errors by the Company is appropriate and
is conducive to the increase in the quality of accounting information, and
in compliance with the requirements of the Accounting Standards for
Business Enterprises issued by the PRC, and objectively and truly reflects
the corrections made to the Company's major accounting errors without
prejudice to the legitimate interests of the Company and all of its
shareholders.
(3) For details, please refer to the relevant announcement issued by the
Company on the same day.
8. The "Explanation on the Publication of 2014 Annual Report" was considered
and approved. The 2014 Annual Report, Summary of Annual Report and Results
Announcement of the Company were agreed to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
9. The "Resolution on the Appointment of Ruihua China CPAs (Special Ordinary
Partnership) and RSM Nelson Wheeler as the Auditors of the Company" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Board agreed to re-appoint Ruihua China CPAs (Special Ordinary Partnership)
and RSM Nelson Wheeler Certified Public Accounts (Hong Kong) as certified
public accountants for carrying out the domestic and overseas auditing work of
the Company, respectively, for the year 2015. The appointment term is one year.
The Board agreed to submit the above-mentioned resolution to the 2014 annual
general meeting for consideration.
10. The "Resolution on the 2014 Internal Control Evaluation Report and Audit
Report of the Company" was considered and approved. The "Self-assessment
Report on Internal Control in 2014" was agreed to be published by the
Company.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
11. The "Resolution on Publishing the `Social Responsibility Report of Datang
International Power Generation Co., Ltd. for the Year 2014'" was considered
and approved. The Social Responsibility Report of the Company for the Year
2014 was agreed to be published.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
12. 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 2014 annual 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 item (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, A shares and H shares and execute or grant any
offers, agreements and arrangements which may require the exercise of such
rights.
(2) Subject to the approval of item (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 requirements of items (1) and (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.
(4) Subject to the requirements of items (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 of the "Articles of
Association of Datang International Power Generation Co., Ltd.".
13. The "Explanation on the Convening of the 2014 Annual General Meeting" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained
The Board of the Company will convene the 2014 annual general meeting before 30
June 2015.
The above-mentioned resolutions numbered 2, 3, 4, 9 and 12 shall be submitted
to the 2014 annual general meeting for consideration.
Since the exact time of convening of the 2014 annual general meeting has not
been confirmed yet, the Board has authorised the Secretary to the Board to
issue the annual general meeting notice in due course upon confirmation of the
time for the general meeting and other details.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 18 March 2015
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, 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