Resolutions Passed at the EGM and Change of Sup...
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Limited take no responsibility for the contents of this announcement, make no
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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
2011 FOURTH EXTRAORDINARY GENERAL MEETING
AND
CHANGE OF SUPERVISOR
Datang International Power Generation Co., Ltd. (the "Company") held its 2011
fourth extraordinary general meeting (the "EGM") at the meeting room no. 1608,
head office of the Company, No. 9 Guangningbo Street, Xicheng District,
Beijing, the People's Republic of China (the "PRC") on 6 December 2011
(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, other than ordinary resolutions numbered 1 and 2, at the EGM
amounted to 13,310,037,578 Shares. Shareholders of the Company or their
authorised proxies who attended the EGM represented an aggregate of
8,870,962,517 voting Shares, representing approximately 66.65% of the total
issued Shares of the Company. Mr. Liu Shunda, chairman of the board of
directors (the "Board") of the Company, presided over the EGM.
China Datang Corporation and its associates were required to and did abstain
from voting on ordinary resolutions numbered 1 and 2 at the EGM.
The following resolutions were passed at the EGM by way of voting by a poll:
Ordinary Resolutions Number of Shares Passing
Rate
For Against (%)
1. To consider and approve the 4,609,823,103 162,000 99.996
"Resolution on the Provision of an
Entrusted Loan to Datang Inner
Mongolia Duolun Coal Chemical
Company Limited (including the
Framework Entrusted Loan
Agreement)".
2. To consider and approve the 4,609,823,103 162,000 99.996
"Resolution on the Capital
Contribution to 49% Equity
Interests in Datang Fuel Company
by Group Fuel Company".
3. To consider and approve the
"Resolution on the Provisions of
Guarantees for the Financing of
Wangtan Power Generation Company,
Jinkang Electricity Company and
Ningde Power Generation Company".
(1) To consider and approve the 8,851,800,517 162,000 99.998
provision of guarantee for the
financing of Wangtan Power Generation
Company.
(2) To consider and approve the 8,851,800,517 162,000 99.998
provision of guarantee for the
financing of Jinkang Electricity
Company.
(3) To consider and approve the 8,851,800,517 162,000 99.998
provision of guarantee for the
financing of Ningde Power Generation
Company.
4. To consider and approve the
"Resolution on the Adjustment of
Supervisor Representing
Shareholders of Datang
International Power Generation
Co., Ltd.".
(1) To consider and approve the 8,846,304,591 5,657,926 99.936
appointment of Mr. Zhou Xinnong as
supervisor representing shareholders
of the Company (Note 2).
(2) To consider and approve that 8,846,466,590 5,495,926 99.938
Mr. Fu Guoqiang would no longer
assume the office of supervisor
representingshareholders of the
Company.
Special Resolutions
5. To consider and approve the 8,851,962,517 0 100
"Resolution on the Issuance of
RMB10 Billion Super Short-Term
Debentures".
6. To consider and approve the 8,851,962,517 0 100
"Resolution on the Non-public
Directed Issuance of RMB10 Billion
Debt Financing Instruments".
Notes:
1. Unless otherwise defined, the terms used herein shall have the same
meanings as defined in the "Notice of 2011 Fourth Extraordinary General
Meeting" of the Company dated 13 October 2011 and the "Supplemental Notice
of 2011 Fourth Extraordinary General Meeting" of the Company dated 11
November 2011.
2. Mr. Zhou Xinnong's profile is as follows:
Zhou Xinnong, male, aged 43, university graduate, is a senior accountant.
Mr. Zhou has served as Chief Accountant and Deputy Manager of the Finance
Department of the Company, Head of the Price General Services Office of
the Finance and Assets Management Department and Deputy Director of the
Finance and Assets Management Department of China Datang Corporation. Mr.
Zhou is currently Deputy Director of the Finance Management Department of
China Datang Corporation (Person-in-Charge). Mr. Zhou has long been
engaged in finance management of power systems and has extensive practical
experience in operation and management.
The term of office for Mr. Zhou Xinnong commenced on the day upon approval
of his appointment at the EGM, i.e., 6 December 2011, and will end on the
day when the term of office of the seventh session of the supervisory
committee ends, i.e. 30 June 2013. Mr. Zhou will not be entitled to any
remuneration for being a supervisor of the Company. As at the date of this
announcement, Mr. Zhou Xinnong 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 any
statutory or regulatory authority.
Mr. Zhou Xinnong had been a director of Datang Huayin Electric Power. Ltd.
(stock code of A shares: 600744) from December 2003 to May 2010. Apart
from that, Mr. Zhou Xinnong has not held any directorship in any public
listed companies in the past three years. Mr. Zhou does not have any
relationship with any directors, senior management, substantial or
controlling shareholders (as defined in the Rules Governing the Listing of
Securities on the Stock Exchange of Hong Kong Limited (the "Listing
Rules")) of the Company. Save as disclosed above, there are no other
matters concerning the appointment of Mr. Zhou Xinnong as a supervisor of
the Company that need to be brought to the attention of the shareholders
and The Stock Exchange of Hong Kong Limited (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.
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 of the resolutions 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 resolutions
at the EGM.
CHANGE OF SUPERVISOR
Due to the work rearrangement of Mr. Fu Guoqiang, Mr. Fu would no longer assume
the office of supervisor of the Company with effect from 6 December 2011. Mr.
Fu confirmed that he had no disagreement with the Board and the supervisory
committee and there were no matters that needed to be brought to the attention
of the shareholders of the Company or the Stock Exchange.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 6 December 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, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,Li
Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors