Resolutions Passed at the EGM and Change of Dir...
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Limited take no responsibility for the contents of this announcement, make no
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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
2012 FIRST EXTRAORDINARY GENERAL MEETING
AND
CHANGE OF DIRECTORS
Datang International Power Generation Co., Ltd. (the "Company") held its 2012
first extraordinary general meeting (the "EGM") at the meeting room of 5/F,
InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the
People's Republic of China (the "PRC") on 20 August 2012 (Monday). 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, the total number of issued shares of the Company
entitling the holders of Shares to vote for or against all the resolutions at
the EGM was 13,310,037,578 shares ("Shares"), other than ordinary resolution
numbered (3). Shareholders of the Company or their authorised proxies who
attended the EGM represented an aggregate of 8,619,245,117 voting shares or
approximately 64.76% of the total issued Shares of the Company. Mr. Liu Shunda,
the chairman of the board of directors (the "Board") of the Company presided
over the meeting.
The following resolutions were passed at the EGM by way of poll:
Number of Shares Passing
Ordinary Resolutions For Against Rate
(%)
1. To consider and approve the "Resolution on
the Provision of Guarantee for the Financing ---- ----
of Pengshui Hydropower Development Co., Ltd
and Xinyu Power Generation Co., Ltd"
1) to consider and approve the provision of
guarantee to Pengshui Hydropower 8,223,971,023 395,274,094 95.41%
Development Co., Ltd
2) to consider and approve the provision of
guarantee to Xinyu Power Generation Co., 8,619,245,117 0 100%
Ltd
2. To consider and approve the "Resolution on ---- ----
the Replacement of Directors of the Company"
1) to consider and approve the appointment of
Mr. Mi Dabin as a Director of the seventh 8,586,167,429 33,077,688 99.62%
session of the Board of the Company
2) to consider and approve the discontinuance
of office of Mr. Su Tiegang as a Director 8,619,245,117 0 100%
of the seventh session of the Board of the
Company
3. To consider and approve the "Resolution on
the Provision of Entrusted Loan to Datang 3,958,897,749 398,057,954 90.84%
Inner Mongolia Duolun Coal Chemical Company
Limited (including Entrusted Loan Framework
Agreement)"
Notes:
1. Unless otherwise defined, capitalized terms used in this announcement shall
have the same meanings as defined in the notice of the EGM of the Company
dated 5 July 2012.
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 resolutions at the EGM.
3. China Datang Corporation and its associates, holding an aggregate of
4,260,977,414 Shares of the Company carrying voting rights, representing
approximately 49.44% of the Shares of the Company carrying voting rights as
at the date of the EGM, were required to and did abstain from voting on
ordinary resolution numbered (3) 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
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
Rules Governing the Listing of Securities on the Stock Exchange of Hong
Kong Limited (the "Listing Rules").
CHANGE OF DIRECTORS
With effect from 20 August 2012, Mr. Su Tiegang would no longer assume the
office of being a Director of the Company due to work adjustment. Mr. Su has
confirmed that he has no disagreement with the Board and there are no matters
relating to his discontinuance of office as Director that need to be brought to
the attention of the Shanghai Stock Exchange and the Stock Exchange of Hong
Kong Limited (the "Stock Exchange") and the shareholders of the Company.
The Board would like to express gratitude on Mr. Su's contribution towards the
development of the Company over the past years.
As approved by the Shareholders at the EGM, Mr. Mi Dabin was appointed as a
Director of the seventh session of the Board with effect from 20 August 2012.
The biographical details of Mr. Mi Dabin are set out as follows:-
Mi Dabin, male, aged 44, processes a Master Degree in Power Engineering at
North China Electric Power University and is a Senior Engineer. Mr. Mi started
working in Qinhuangdao Thermal Power Plant in 1990, and was the Deputy Director
of Power Generation Department of Qinhuangdao Thermal Power Plant, Chief
Engineer, Deputy General Manager and General Manager of Qinhuangdao Power
Generation Company Limited, as well as General Manager of Qinhuangdao Qinre
Power Generation Company Limited, Assistant to General Manager and Head of
Production and Operation Department of Hebei Construction Investment Group
Company Limited. Since 2010, he has served as Standing Committee Member of
Hebei Construction Investment Group Company Limited, and is currently the
General Manager of Qinhuangdao Qinre Power Generation Company Limited. Mr. Mi
has long been engaging in the work of power generation, technology, operation
and management, that has extensive knowledge and practical experience in power
generation and operation management.
The term of office of Mr. Mi commences from 20 August 2012 and will end on the
expiration of the term of the seventh session of the Board (i.e., 30 June
2013). Mr. Mi will not be entitled to any remuneration by being a Director of
the Company. As at the date of this announcement, Mr. Mi does not have any
interest in the shares of the Company within the meaning of Part XV of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). He has
not been subjected to any public sanctions by statutory or regulatory
authority.
Mr. Mi 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 Listing Rules. Save
as disclosed above, there are no other matters concerning the appointment of
Mr. Mi as a Director of the Company 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.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 20 August 2012
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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors