Announcement on Resolutions
Datang Intl Power Generation Co Ld
28 March 2008
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 ON RESOLUTIONS OF
THE BOARD OF DIRECTORS
This announcement is made pursuant to Rules 13.09(1) and 13.09(2) of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The sixth meeting (the 'Meeting') of the sixth session of the board of
directors (the 'Board') of Datang International Power Generation Co., Ltd.
(the 'Company') was held at the multi-purpose function room at 3/F, CTS (HK)
Grand Metro Park Hotel, No. 338 Guanganmennei Avenue, Xuanwu District, Beijing,
on 26 March 2008. The written notice of the Meeting was dispatched on 11 March
2008. There were 14 directors eligible for attending the Meeting and 12 of them
attended the Meeting (Zhou Gang, the director, was unavailable to attend the
Meeting in person due to business engagement and has entrusted Zhang Yi, the
director, to exercise his voting rights by proxy; Liu Haixia, the director, was
unavailable to attend the Meeting in person due to business engagement and has
entrusted Guan Tiangang, the director, to exercise his voting rights by proxy.).
The Meeting was in compliance with the provisions stipulated in the 'Company
Law' and the 'Articles of Association of Datang International Power
Generation Co., Ltd.' (the 'Articles of Association') and was lawful and
valid. The 4 supervisors of the Company were present at the Meeting. The Meeting
was chaired by Mr. Zhai Ruoyu, the chairman of the Company. The following
resolutions were approved unanimously by the attending directors and their
proxies attending the Meeting through voting by a show of hands at the Meeting:
1. The '2007 Work Report of the Board' (including Independent Directors Report on Work) was considered and
approved, and the same be submitted to the 2007 annual general meeting for consideration.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
2. The '2007 Financial Report' was considered and approved, and the same be submitted to the 2007 annual general
meeting for consideration.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
3. The '2007 Profit Distribution Proposal' was considered and approved, and the same be submitted to the 2007
annual general meeting for consideration.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
After consideration, the Board agreed to the profit distribution proposal for the year ended 2007 as follows:
(1) Contributing 10% of the statutory surplus reserve fund in an amount of approximately RMB310,036,432.6, in
accordance with the net profit of the parent company based on the PRC GAAP;
(2) As at 31 December 2007, the Company's total number of shares was 11,734,083,473 shares. The Company
proposes to distribute a dividend of RMB0.12 per share and the total amount of the proposed cash
dividends to be distributed is approximately RMB1,408,090,017 (based on the total shares of the Company
of 11,734,083,473 shares as at 31 December 2007).
(3) Under the International Accounting Standards, after the proposed distribution of cash dividends of
RMB1,408,090,017, the remaining undistributed profit amounts to RMB39,122,559. If there is no conversion
of the US dollars convertible bonds into H shares for the period from 1 January 2008 to the record date
for the Company's distribution of dividends, an amount of RMB39,122,559 will be fully converted to
discretionary surplus reserve.
(4) Under the PRC GAAP, after the proposed distribution of cash dividends of RMB1,408,090,017, the remaining
undistributed profit amounts to RMB99,699,925. If there is no conversion of the US dollars convertible
bonds into H shares for the period from 1 January 2008 to the record date for the Company's
distribution of dividends, an amount of RMB39,122,559 will be fully converted to discretionary surplus
reserve, the remaining undistributed profit amounts to RMB60,577,366.
(5) Distributing cash dividends and adjusting the relevant data in the Company's profit distribution
proposal, according to the total number of actually registered shares as at the record date for the
dividends distribution.
The Board agrees to submit the '2007 Profit Distribution Proposal' to the 2007 annual general meeting for
consideration.
4. The 'Explanation on 2007 Connected Transactions' was considered and approved.
Voting results: 10 voted in favour, 0 voted against and 0 abstained.
The directors and independent non-executive directors agreed on the 'Explanation on 2007 Connected
Transactions'. The directors and independent non-executive directors consider that such transactions are
conducted on normal business terms and in the ordinary course of business of the Company. The independent
non-executive directors believe such transactions are fair, reasonable and in the interests of the shareholders
of the Company as a whole. The connected directors Mr. Zhai Ruoyu, Mr. Hu Shengmu, Mr. Fang Qinghai and Mr. Li
Gengsheng abstained from voting in respect of this resolution.
5. The 'Explanation on Appropriation of the Company's Funds by the Controlling Shareholder and Other
Connected Parties' was considered and approved.
Voting results: 11 voted in favour, 0 voted against and 0 abstained.
The directors and independent non-executive directors confirmed that the explanation on specific matters
regarding appropriation of the Company's funds by the controlling shareholder and other connected parties
issued by the Company's auditors PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd., and that there was no
appropriation of the Company's funds by the Company's controlling shareholders and other connected parties
during 2007. The connected directors Mr. Zhai Ruoyu, Mr. Hu Shengmu and Mr. Fang Qinghai abstained from voting
in respect of this resolution.
6. The '2007 Annual Report and its Summary' was considered and approved.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed to publish the 2007 annual report and its summary, and the 2007 annual results announcement.
7. The 'Resolution on the Investment in the Construction of 'Wujianfang Coal Mine'' was considered and
approved.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed to invest in a controlling interest in the project at the eastern plot of Wujianfang Coal Mine
in Xilinguole League of Inner Mongolia Autonomous Region ('Wujianfang Coal Mine East'), among which the
Company contributes in the proportion of 51%, with the amount of not more than RMB3.4272 billion.
Wujianfang Coal Mine East is located within the vicinity of Songgenwulasumu and Jilinguolesumu in West
Wuzhumushen Qi of Xilingol League. The coal mining area is approximately 210 sq. Km. and the general surveyed
resource reserves amounted to approximately 5.6 billion tonnes. Total investment amounted to RMB19.2 billion.
Equity capital of the project is equivalent to 35% of the total investment, or approximately RMB6.72 billion.
Upon completion, the project will become a large-scale coal production base with an annual production capacity
of approximately 60 million tonnes.
The Wujianfang Coal Mine East project is subject to the approval by the relevant State authorities.
For details of the investment in the Wujianfang Coal Mine East project, an announcement will be made pursuant to
the listing rules of the listing place of the Company's shares, upon the due execution of the relevant
investment agreement between the Company and the cooperating parties.
8. The 'Resolution on the Investment in the Development and Construction of the 12 Million-cubic metres/day
Coal-based Natural Gas Project in Fuxin City of Liaoning Province' was considered and approved.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed to invest in the controlling interest in the 12 million-cubic metres/day coal-based natural gas
project in Fuxin City of Liaoning Province ('Fuxin Coal-based Gas Project'), among which the Company
contributes in the proportion of 60%, with the amount of not more than RMB3.3804 billion.
The raw materials and fuel for the Fuxin Coal-based Gas Project will come from the brown coal from Shengli Coal
Mine in Xilin Hot of Inner Mongolia. Total investment of the project amounted to RMB18.78 billion. Equity
capital of the project is equivalent to 30% of the total investment, or approximately RMB5.634 billion. Upon
commencement of operation, the project can produce 12 million cubic metres of natural gas, the main product,
daily, which will be transmitted through a long transmission pipeline. The pipeline will run from the project
site (Fuxin Station) to the terminals in Shenyang and Dalian. The length of the pipeline between Fuxin and
Shenyang reaches 160 km in total; while the length of the pipeline between Fuxin and Dalian reaches 418 km in
total.
The project is subject to the approval by the relevant State authorities.
For details of the investment in the Fuxin coal-based gas project, an announcement will be made otherwise
pursuant to the listing rules of the listing place of the Company's shares, upon the due execution of the
relevant investment agreement between the Company and the cooperating parties.
9. The 'Resolution on the Investment in the Construction of the Coal-based Natural Gas Project in Kesheketeng'
was considered and approved.
Voting results: 11 voted in favour, 0 voted against and 0 abstained.
The directors and independent non-executive directors agreed that the Company, Beijing Gas Group Co., Ltd., New
Horizon Capital and China Datang Corporation ('CDC') contribute jointly to establish the Inner Mongolia
Datang International Keqi Coal-based Gas Company Limited ('Keqi Coal-based Gas Company') for the purpose of
constructing the 4 billion-cubic metres/per annum coal-based natural gas project in Kesheketeng Qi in Inner
Mongolia ('the Kesheketeng Qi Coal-based Gas Project'). The Company contributes the capital in the proportion
of 51%, in an amount of RMB2.8733 billion. The directors and independent non-executive directors agreed the
Company to provide guarantees to Keqi Coal-based Gas Company's financing, while Keqi Coal-based Gas Company
will provide a counter-guarantee to the Company with its assets and earnings or other feasible means as
security.
The directors and independent non-executive Directors consider that the terms of the Investment Agreement were
determined on normal commercial terms of the ordinary business course of the Company. The independent
non-executive directors consider that the terms of Investment Agreement are fair and reasonable and in the best
interest of the Company and the Shareholders as a whole. The connected directors Mr. Zhai Ruoyu, Mr. Hu Shengmu
and Mr. Fang Qinghai abstained from voting in respect of this resolution.
The directors and independent non-executive directors agreed the 'Investment and Cooperating Agreement of
Inner Mongolia Datang International Kesheketeng Qi Coal-based Gas Project' ('Investment Agreement') (draft),
and authorise the President to sign the Investment Agreement and establish the Keqi Coal-based Gas Company, and
agreed to submit the aforementioned item to the 2007 annual general meeting of the Company for consideration and
approval.
The raw materials and fuel for the Kesheketeng Qi Coal-based Gas Project will come from the brown coal from
Shengli Coal Mine in Xilin Hot of Inner Mongolia. Total investment of the project amounts to RMB18.78 billion.
Equity capital of the project is equivalent to 30% of the total investment, or approximately RMB5.634 billion.
The construction of the project is divided into three phases. Upon commencement, the project can produce 4
billion cubic metres of natural gas, the main product, per annum, which will be transmitted through a long
transmission pipeline. The length of the gas transmission pipeline reaches 440 km in total. The pipeline will
run from the project site (Kesheketeng Qi Station) to the Miyun terminal in Beijing.
The project is subject to the approval by the relevant State authorities.
For details of the investment in the Kesheketeng coal-based gas project, an announcement will be made by the
Company pursuant to the listing rules of the listing locations of the Company's shares, upon the due
execution of the relevant investment agreement between the Company and the cooperating parties.
10. The 'Resolution on the Provision of Guarantees for the Company's Investment and Construction Projects' was
considered and approved.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed to the Company to provide the following guarantees:
(1) The provision of joint-liability guarantee for the loan of the Company's subsidiary Jiangsu Datang
International Lusigang Power Generation Company Limited, which will be applied to the construction of
four 660 MW coal-fired generation units, with a guarantee amount of not more than RMB4 billion;
(2) The provision of joint-liability guarantee for the loan of the Company's subsidiary Chongqing Datang
Interantional Wulong Hydropower Development Company Limited, which will be applied to the construction of
four 150 MW (600MW in total) hydropower generation units, with a guarantee amount of not more than RMB2.8
billion;
(3) The provision of joint-liability guarantee for the loan of the Company's subsidiary Guangdong Datang
International Chaozhou Power Generation Company Limited, which will be applied to the construction of two
1,000 MW coal-fired generation units, with a guarantee amount of not more than RMB3.8 billion;
(4) The provision of joint-liability guarantee for the loan of the Company's subsidiary Shanxi Datang
International Yungang Thermal Power Company Limited which will be applied to the construction of two 300
MW thermal power generation units, with a guarantee amount of not more than RMB1.3 billion;
(5) The provision of joint-liability guarantee for the loan of the Company's subsidiary Sichuan Datang
International Ganzi Hydropower Development Company Limited which will be applied to the construction of
four 650 MW hydropower generation units, with a guarantee amount of not more than RMB4 billion.
As the gearing ratios for each of the above subsidiaries exceed 70% and the guarantee amount may exceed 10% of
the Company's audited net asset value indicated in the most recent financial report, the above guarantees
shall be submitted to the Company's 2007 annual general meeting for consideration and approval.
11. The 'Proposal on the Preparation of Medium-to-short-term Debt Financing' was considered and approved.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed the Company to prepare the medium-to-short-term debt financing for an applied amount of not
more than RMB10 billion; of which the said medium-to-short-term debt financing proposal to be submitted to the
Company's 2007 annual general meeting for consideration and approval; and to grant a mandate to the president
to conduct all preparation matters in relation to medium-to-short-term debt financing.
12. The 'Working System for Independent Directors' Annual Report of Datang International Power Generation Co.,
Ltd.' was considered and approved.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed to the 'Working System for Independent Directors' Annual Report of Datang International
Power Generation Co., Ltd.' and granted a mandate to the secretary to the Board to conduct relevant information
disclosure procedures pursuant to the listing rules of the stock exchanges of in the Company's listing
places.
13. The 'Working Rules for Annual Financial Report of the Audit Committee of Datang International Power
Generation Co., Ltd.' was considered and approved.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed to the 'Working Rules for Annual Financial Report of the Audit Committee of Datang
International Power Generation Co., Ltd.' and granted a mandate to the secretary to the Board to conduct
relevant information disclosure procedures pursuant to the Listing Rules of the stock exchanges of the
Company's listing places.
14. The 'Administrative System for Changes in the Company's Shares Held by the Directors, Supervisors and
Senior Management of Datang International Power Generation Co., Ltd.' was considered and approved.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed to the 'Administrative System for Changes in the Company's Shares Held by the Directors,
Supervisors and Senior Management of Datang International Power Generation Co., Ltd.' and granted a mandate to
the secretary to the Board to conduct relevant information disclosure procedures pursuant to the Listing Rules
of the stock exchanges of the Company's listing places.
15. The 'Proposal on Requesting the General Meeting to Grant a Mandate to the Board to Issue New Shares Not More
Than 20% of All Classes of Shares' was considered and approved, and the same be submitted to the 2007 annual
general meeting for consideration.
Voting results: 14 voted in favour, 0 voted against and 0 abstained.
The Board agreed to request the general meeting to grant the following mandates to the Board:
(1) Proposes, subject to note (2) of this special resolution, to generally and unconditionally authorise the
Board to, within 12 months from the date of approval of this special resolution at the general meeting,
exercise all rights of the Company to place or issue, individually or jointly, domestic shares (A shares)
and overseas-listed foreign shares (H shares) and execute or grant any offers, agreements and
arrangements which may require the exercise of such rights;
(2) Pursuant to note (1) of this special resolution, the Board may place or issue, individually or jointly, A
shares and H shares with the respective number of A shares and H shares to be placed or issued,
individually or jointly, not more than 20% of the respective number of the issued A shares and H shares
of the Company;
(3) Subject to note (1) and note (2) of this special resolution, the Board may, within the given limits,
determine the respective number of A shares and H shares to be placed or issued, individually and
jointly, and
(4) Subject to notes (1), (2) and (3) of this special resolution and according to the actual condition of the
placement or issue of new A shares and new H shares, the Board be authorised to increase the registered
capital of the Company and make appropriate amendments to Articles 18 and 21 to the 'Articles of
Association'.
The Board of the Company will convene the 2007 annual general meeting before 30
June 2008. The afore-mentioned resolutions No. 1, 2, 3, 9, 10, 11, and 15 shall
be submitted to the 2007 annual general meeting of the Company for
consideration. As the specific date and time for convening the general meeting
has not been confirmed, the Board authorises the Secretary to the Board to
publish, the relevant notice of the general meeting in due course based on the
confirmed time and content.
By Order of the Board
Zhou Gang and Mok Chung Kwan,
Stephen
Joint Company Secretaries
Beijing, the PRC, 26 March 2008
As at the date of this announcement, the directors of the Company are:
Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu
Changchun* and Xia Qing*
* Independent non-executive directors
This information is provided by RNS
The company news service from the London Stock Exchange