The Revocation of a Particular Resolution of 20...
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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)
OVERSEAS REGULATORY ANNOUNCEMENT
AND
ANNOUNCEMENT ON RESOLUTION
OF THE BOARD OF DIRECTORS
AND
ANNOUNCEMENT ON THE REVOCATION OF A PARTICULAR
RESOLUTION OF 2010 ANNUAL GENERAL MEETING
Special Notice:
The board of directors (the "Board") and all directors (the "Directors") of the
Company warrant that there are no false representations and misleading
statements contained in, or material omissions from, this announcement, and
severally and jointly accept the responsibility for the truthfulness, accuracy
and completeness of the content of this announcement.
The eleventh meeting of the seventh session of the Board (the "Meeting") of
Datang International Power Generation Co., Ltd. (the "Company") was held by way
of written correspondence on Wednesday, 25 May 2011. There were 15 Directors
eligible for attending the Meeting and all of them attended the Meeting. The
Meeting was held in compliance with the provisions stipulated in the "Company
Law of the People's Republic of China" and the "Articles of Association of
Datang International Power Generation Co., Ltd". The following resolution was
approved unanimously at the Meeting:
1. "The Proposal on the Revocation of a Particular Resolution of 2010 Annual
General Meeting" was considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
Details are set out as follows:
After the consideration and approval by the seventh and the tenth meetings of
the seventh session of the Board, the Company published the "Notice of 2010
Annual General Meeting" on 15 April 2011 and the "Supplemental Notice of 2010
Annual General Meeting" on 18 May 2011, proposing the convening of the 2010
annual general meeting of the Company (the "AGM") on 3 June 2011 in order to
consider and approve the "Profit Distribution Proposal for the Year 2010" and
other matters.
The Company received from the China Securities Regulatory Commission a "Reply
on the Approval of Non-public Offering of Shares by Datang International Power
Generation Co., Ltd." (CSRC Approval No. [2010]1842) on 16 December 2010, which
approved the Company's non-public offering of no more than 1 billion A shares
(the "Non-public Offering of Shares"). In consideration of the development of
the Company and the long-term interest of the shareholders, as well as in
accordance with regulations including the "Administrative Measures on the
Offering and Underwriting of Securities", after careful discussion,
the Company plans to revoke the resolution on the "Profit Distribution
Proposal for the Year 2010". Hence, the above-mentioned resolution
will not be considered and approved at the AGM.
Upon completion of the Non-public Offering of Shares, the Company will
reconsider and re-formulate the profit distribution matter according to the
results of the offering, and will table such proposal to the general meeting
for shareholders' consideration and approval after consideration by the Board.
Further, the Company undertakes that the cash dividend per share in the revised
profit distribution proposal will be the same as the cash dividend per share in
the original profit distribution proposal (i.e. cash dividend per share is
RMB0.07 (including tax)). The Company will publish separate announcements
regarding the relevant matters on the revised "Profit Distribution Proposal for
the Year 2010".
In the "Notice of 2010 Annual General Meeting" published by the Company to the
holders of H shares on 15 April 2011, the relevant terms regarding the record
date for the entitlement of final dividends distribution under the section of
"closure of the register of members of the Company" and other registration
terms regarding the entitlement of attending the AGM shall remain unchanged.
Except for the revocation of the above-mentioned resolution, the time, venue
and other proposed resolutions of the AGM of the Company shall remain
unchanged.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 25 May 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