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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 ANNUAL GENERAL MEETING
AND
CHANGE OF SHAREHOLDERS'
REPRESENTATIVE SUPERVISOR
Datang International Power Generation Co., Ltd. (the "Company" or "Datang International") held its 2014 annual general meeting (the "AGM") at the Summer Room, 2/F, The Westin Beijing Financial Street, 9B Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 25 June 2015 (Thursday) at 9:30 a.m. The convening of the AGM 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 AGM, the total number of issued shares of the Company entitling the holders to attend the AGM to vote for or against all of the proposed resolutions were 13,310,037,578 shares (the "Shares"). Shareholders of the Company who attended the AGM or their authorised proxies represented an aggregate of 9,152,399,694 voting shares or approximately 66.57% of the total issued shares of the Company. Mr. Chen Jinhang, the chairman of the Company, presided over the AGM.
The following resolutions were passed at the AGM by way of poll:
ORDINARY RESOLUTIONS | Number of Shares | Passing Rate (%) |
|
FOR | AGAINST | ||
1. To consider and approve the "Report of the Board of Directors (the "Board") for the Year 2014" (including Independent Directors' Report on Work) | 9,116,732,194 | 17,756,900 | 99.81 |
2. To consider and approve the to consider and approve the "Report of the Supervisory Committee for the Year 2014" | 9,116,727,794 | 17,757,300 | 99.81 |
3. To consider and approve the "Proposal of Final Accounts for the Year 2014" | 9,130,155,794 | 4,333,300 | 99.95 |
4. To consider and approve the "Profit Distribution Proposal for the Year 2014" | 9,152,370,194 | 13,200 | 99.99 |
5. To consider and approve the "Resolution on the Appointment of Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler" | 9,127,668,194 | 4,332,900 | 99.95 |
6. To consider and approve the "Resolution on the Change of Shareholders' Representative Supervisor" | - | - | - |
(1) To approve the appointment of Mr. Liu Chuandong as the Shareholders' Representative Supervisor (Note 1) | 9,020,265,631 | 114,654,463 | 98.74 |
(2) To approve the cessation of Mr. Li Baoqing as the Shareholders' Representative Supervisor | 9,134,907,194 | 12,900 | 99.99 |
7. To consider and approve the "Resolution on the Provision of Guarantee for the Financial Leasing of Datang Inner Mongolia Duolun Coal Chemical Company Limited" | 9,077,882,216 | 72,148,878 | 99.21 |
SPECIAL RESOLUTION | |||
8. To consider and approve 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" | 8,307,027,401 | 845,212,693 | 90.76 |
CHANGE OF SHAREHOLDERS' REPRESENTATIVE SUPERVISOR
As result of work adjustment, Mr Li Baoqing ceased to be the Shareholders' Representative Supervisor of the Company with effect from 25 June 2015. Mr Li has confirmed that he has no disagreement with the supervisory committee of the Company, nor is there any matter that need to be brought to the attention of the shareholders of the Company.
Note:
1. The biography details of Mr. Liu Chuandong is as follows:
Liu Chuandong, aged 52, post-graduate, is a senior accountant. Mr. Liu started to work at Shandong Jining Power Plant in July 1981 and has successively served as Deputy Chief Accountant and Head of the Finance Division of Shandong Jining Power Plant, Head of the Accounting Division under the Finance Department and Deputy Director of the Finance Department of Shandong Power Industry Bureau, Chief Accountant of Jinan Yingda International Trust and Investment Corporation, Chief Accountant of Shandong Power Generation Company, Deputy Chief Accountant of the Shandong Branch Company of Huaneng Power International, Inc., Deputy Director of the Fund Settlement Management Center of CPI Group, Deputy General Manager of CPI Financial Co., Ltd., Deputy Head of Finance and Asset Management Department of CPI Group, General Manager and Deputy Party Committee Secretary of CPI Financial Co., Ltd., Director of Fund Settlement Management Center of CPI Group, General Manager and Party Committee Secretary of China Datang Finance Company Limited and Party Committee Secretary of CDC Capital Holding Company. He took up the position of Director of the Financial Management Department of China Datang Corporation as well as Party Committee Secretary of CDC Capital Holding Company since May 2014.
Mr. Liu has long been engaged in corporate finance as well as operation and management of power generation enterprises and has extensive experience in finance and management of power generation enterprises.
The term of office of Mr. Liu, commences on the date of approval by the shareholders at the AGM to the expiration of the term of the eighth session of the Board (30 June 2016). As at the date of this announcement, Mr. Liu does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He has not been subjected to any public sanctions by statutory or regulatory authority.
Save as disclosed above, Mr. Liu has not held any directorships in any public listed companies in the past three years and has no relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Save as disclosed above, there are no other matters concerning the appointment of Mr. Liu that need to be brought to the attention of the shareholders and the 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.
2. Unless the context states otherwise, capitalised terms used in this announcement shall have the same meanings as defined in the Notice of 2014 Annual General Meeting dated 7 May 2015 and the Supplemental Notice of 2014 Annual General Meeting dated 3 June 2015.
3. 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 AGM.
4. Save as disclosed above, none of the shareholders of the Company who were entitled to attend the AGM had to vote only against on any of the resolutions at the AGM. There were no Shares entitling the holder to attend the AGM and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 25 June 2015
As at the date of this notice, 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