Resolutions Passed at the 2011 First EGM
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
RESOLUTIONS PASSED AT THE
2011 FIRST EXTRAORDINARY GENERAL MEETING
Datang International Power Generation Co., Ltd. (the "Company") held its 2011
first extraordinary general meeting (the "EGM") at the function room of 5/F,
InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the
People's Republic of China (the "PRC") on 22 March 2010 (Tuesday). The
convening of the EGM complied with the Company Law of the PRC and the articles
of association of the Company.
As at the date of the EGM, the total number of issued shares of the Company
(the "Shares") entitling the holders to vote for or against all the resolutions
at the EGM, other than the ordinary resolution, was 12,310,037,578 shares
("Shares"). Shareholders of the Company or their authorised proxies who
attended the EGM represented an aggregate of 8,227,934,040 voting shares or
approximately 66.84% of the total issued Shares of the Company. Mr. Liu Shunda,
the chairman of the board of directors (the "Board") of the Company, had
authorised and appointed Mr. Hu Shengmu to preside over the meeting.
The following resolutions were passed at the EGM by way of voting by a poll:
Ordinary Resolution Number of Shares Passing
Rate
For Against (%)
To consider and approve the provision 3,956,926,421 311,766,459 92.70
of counter-guarantee for the loan of
Datang International (Hong Kong)
Limited .
Special Resolution
To consider and approve the 7,924,058,981 298,453,059 96.37
authorisation given to the Board
to handle matters in relation to
the issue of 2011 first tranche of
the corporate bonds, including but
not limited to:
1. formulate the detailed
proposal of the issue of 2011
first tranche of the corporate
bonds of RMB3 billion with
reference to market
conditions, including timing
of the issue, issue quantity,
term, interest rate or its
determination basis, use of
proceeds, terms and methods of
repayment of principal and
payment of interest, whether
to include conditions such as
sell-back or redemption,
whether any guarantees are to
be made and the method of such
guarantees, and other matters;
2. authorise the Board to sign
any relevant legal documents
in relation to the issue and
listing of the corporate bonds
of the Company;
3. authorise the Board to handle
any other matters in relation
to the issue and listing of
the corporate bonds of the
Company; and
4. the aforesaid authority shall
be effective for 6 months
commencing from the date on
which the resolution is
approved by the EGM.
Notes:
1. Unless otherwise defined, the terms used herein shall have the same
meanings as defined in the "Notice of 2011 First Extraordinary General
Meeting" and "Supplemental Notice of 2011 First Extraordinary General
Meeting" of the Company dated 31 January 2011 and 28 February 2011,
respectively.
2. Computershare Hong Kong Investor Services Limited, the H shares share
registrar of the Company, acted as the scrutineer for the vote-takings of
the ordinary resolution and special resolution at the EGM.
3. China Datang Corporation and its associates, holding 4,439,921,160 Shares
and representing approximately 36.07% of the total issued Shares as at the
date of the EGM, were required to and did, abstain from voting on the
ordinary resolution at the EGM.
4. Save as disclosed herein, none of the shareholders of the Company who were
entitled to attend the EGM had to vote only against any of the ordinary
resolution and special resolution at the EGM.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 22 March 2011
As at the date of this announcement, the directors of the Company are:
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, LiGengsheng, Li Yanmeng*, Zhao Zunlian*,Li
Hengyuan*, Zhao Jie*, Jiang Guohua*.
* Independent non-executive directors