Resolutions Passed at EGM & Change of Direc...
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)
ANNOUNCEMENT
RESOLUTIONS PASSED AT THE
2014 THIRD EXTRAORDINARY GENERAL MEETING
AND
CHANGE OF DIRECTORS
Datang International Power Generation Co., Ltd. (the "Company") held its 2014
third extraordinary general meeting (the "EGM") the function room of 5/F,
Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the
People's Republic of China (the "PRC") on 27 August 2014 (Wednesday). The
convening of the EGM complied with the requirements of the Company Law of the
PRC and the articles of association of the Company.
As at the date of the EGM, other than ordinary resolution numbered (1), the
total number of issued shares of the Company entitling the holders to attend
the EGM to vote for or against all of the proposed resolutions were
13,310,037,578 shares (the "Shares"). Shareholders of the Company or their
authorised proxies, who attended the EGM or did the online voting, represented
an aggregate of 8,997,276,342 voting shares or approximately 67.60% of the
total issued shares of the Company. Mr. Chen Jinhang, the chairman of the board
of directors (the "Board"), presided over the EGM.
China Datang Corporation and its associates, as at the date of the EGM which
hold an aggregate of 4,260,977,414 Shares with voting right and represent
approximately 47.36% of the issued Shares of the Company with voting right,
were required to and did, abstain from voting on ordinary resolution numbered
(1) at the EGM.
The following resolutions were passed at the EGM by way of poll:
Ordinary Resolutions Number of Shares Passing
Rate
For Against (%)
1. To consider and approve the 4,729,099,210 0 100%
"Resolution on the Investment for
Construction of Guangdong Datang
International Leizhou Thermal Power
Project"
2. To consider and approve the ---- ---- ----
"Resolution on the Adjustments of
Directors of the Company"
(1) Mr. Yang Wenchun will hold the office 8,494,902,433 502,373,909 94.42%
as a Non-Executive Director of the eighth
session of the Board (Note 4)
(2) Mr. Feng Genfu will hold the office as 8,994,830,342 2,446,000 99.97%
an Independent Non-Executive Director of
the eighth session of the Board (Note 4)
(3) Mr. Li Gengsheng will cease to hold 8,997,276,342 0 100.00%
the office as a Non-Executive Director of
the eighth session of the Board (Note 4)
(4) Mr. Li Hengyuan will cease to hold the 8,997,276,342 0 100.00%
office as an Independent Non-Executive
Director of the eighth session of the
Board (Note 4)
Special Resolution
3. To consider and approve the 8,960,944,517 36,331,825 99.60%
"Resolution on the Issuance of
Medium-Term Notes (with Long-Term
Option)"
Notes:
1. Unless the context states otherwise, capitalised terms used in this
announcement shall have the same meanings as defined in the Notice of 2014
Third Extraordinary General Meeting dated 11 July 2014.
2. Computershare Hong Kong Investor Services Limited, the H shares share
registrar of the Company, acted as the scrutineer for the vote-takings of
all resolutions at the EGM.
3. Save as disclosed above, none of the shareholders of the Company who were
entitled to attend the EGM had to vote only against on any of the
resolutions at the EGM. There were no Shares entitling the holder to attend
the EGM and abstain from voting in favor as set out in Rule 13.40 of the
Listing Rules.
4. Mr. Li Gengsheng ceased to hold the office as a non-executive director of
the Company due to work adjustment and Mr. Li Hengyuan ceased to hold the
office as an independent non-executive director of the Company due to
expiration of the term of his office, both with effect from 27 August 2014.
Mr. Li Gengsheng and Mr. Li Hengyuan have both confirmed that they have no
disagreement with the Board and there are no matters relating to their
resignation as Directors of the Company that need to be brought to the
attention of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong
Limited (the "Hong Kong Stock Exchange") and the shareholders.
The biographies of Mr. Yang Wenchun and Mr. Feng Genfu are as follows:
Yang Wenchun, aged 49, a senior engineer who holds a bachelor's degree and a
master's degree. He is currently the Manager of integrated planning department
of Tianjin Energy Investment Group Limited. Mr. Yang served as an engineer of
maintenance workshop, Director of operation workshop, Assistant to General
Engineer of expansion department of Tianjin Yangliuqing Thermal Power Plant,
Head of Power Generation Department of Huaneng Yangliuqing Thermal Power Plant,
Assistant to President, Assistant to President and General Manager of the
industrial company, Assistant to President as well as Head and Deputy General
Manager of Production Safety and Technology Department of Huaneng Yangliuqing
Thermal Power Co., Ltd., Assistant to President and Manager of asset management
department and Assistant to President of Tianjin Jineng Investment Company. He
served as the Manager of integrated planning department of Tianjin Energy
Investment Group Limited since November 2013. Mr. Yang has long been involved
in production, operation, management and administrative work of power
generation enterprises. He has extensive experience in production, operation
and management of power generation companies.
Feng Genfu, aged 57, a professor and a doctoral supervisor who holds a
doctorate degree in Economics. He is currently the Dean and a professor (Grade
II) of the School of Finance and Economics of Xi'an Jiaotong University. Dr.
Feng served as the Director, Chief Editor of the editorial department of
university journal, the Dean, a professor and a doctoral supervisor of the
Business School of Shaanxi Institute of Finance and Economics. He served as the
Dean, a doctoral supervisor and a professor (Grade II) of the School of Finance
and Economics of Xi'an Jiaotong University since May 2000. For the past three
years, Dr. Feng served as an Independent Non-Executive Director of AVIC
Aircraft Co., Ltd. (Shenzhen Stock Exchange listed company, Stock Code:
000768), China Nonferrous Metal Industry's Foreign Engineering And Construction
Co., Ltd (Shenzhen Stock Exchange listed company, Stock Code: 000758), Shaanxi
Broadcast & TV Network Intermediary Co., Ltd. (Shanghai Stock Exchange listed
company, Stock Code 600831) and Shaanxi Aerospace Power Hi-Tech. Co., Ltd.
(Shanghai Stock Exchange listed company, Stock Code 600343). He is currently an
Independent Non-Executive Director of Shaanxi Broadcast & TV Network
Intermediary Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code
600831), Shaanxi Aerospace Power Hi-Tech. Co., Ltd. (Shanghai Stock Exchange
listed company, Stock Code 600343) and Shaanxi Fenghuo Electronics Co., Ltd.
(Shenzhen Stock Exchange listed company, Stock Code 000561). He is the
Executive Vice President of China Industry Economic Research Institute and the
Executive Director of Chinese Institute of Business Administration. Dr. Feng
has long been involved in education and administration management of Economics
and Finance. He has extensive experience in Economics and Finance.
The term of office of Mr. Yang Wenchun and Mr. Feng Genfu commence on the date
of approval by the shareholders at the EGM to the expiration of the term of the
eighth session of the Board (i.e. 30 June 2016). Mr. Yang will not be entitled
to any remuneration by being a Director of the Company and Mr. Feng Genfu will
be entitled to an annual remuneration of RMB100,000 (after tax), by being an
independent non-executive director as set out in the Allowance Policy for
Directors of the Eighth Session of the Board considered and approved by the
Company on the third EGM in 2013. As at the date of this announcement, Mr. Yang
and Mr. Feng do not have any interest in the shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance. They have not been
subjected to any public sanctions by statutory or regulatory authority. Save as
disclosed above, Mr. Yang and Mr. Feng have not held any directorships in any
public listed companies in the past three years and have no relationship with
any Directors, senior management, substantial or controlling shareholders (as
defined in the Listing Rules). Save as disclosed above, there are no other
matters concerning the appointment of Mr. Yang and Mr. Feng that need to be
brought to the attention of the shareholders and the Hong Kong Stock Exchange
and there are no other matters which shall be disclosed pursuant to Rule 13.51
(2)(h) to (v) of the Listing Rules.
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