Resolutions of Directors
Datang Intl Power Generation Co Ld
28 August 2007
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 Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited.
The first meeting of the sixth session of the board of directors (the 'Board') (the 'Meeting') 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, the People's Republic of China (the 'PRC') on 27
August 2007. The written notice of the Meeting was dispatched on 13 August 2007. There were 14 directors eligible for
attending the Meeting and 14 of them attended the Meeting. The Meeting was in compliance with the provisions stipulated
in the Company Law and the articles of association of the Company and was lawful and valid. 4 supervisors of the
Company attended the Meeting. The Meeting was chaired by Mr. Zhai Ruoyu, 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 Interim Report and Report Summary' was considered and approved.
The Board agreed to publish the 2007 interim report and its report summary.
2. The 'Resolution on the Election of the Chairman and Vice Chairman of the Sixth Session of the Board of
Directors' was considered and approved.
The Board agreed to appoint Mr. Zhai Ruoyu as the chairman of the sixth session of the Board and appoint Mr.
Zhang Yi as the vice chairman of the sixth session of the Board. Their terms of office will be from 1 July 2007
to 30 June 2010.
3. The 'Working System for Independent Directors of Datang International Power Generation Co., Ltd. ' was
considered and approved.
The Board agreed to the 'Working System for Independent Directors of Datang International Power Generation Co.,
Ltd. '.
4. The 'Resolution on the Issue of RMB6 billion Corporate Bonds' was considered and approved.
The Board agreed to the issue of corporate bonds and confirmed the issue proposal as follows:
Issue size: Not more than RMB6 billion in total
Placing arrangement for shareholders: No special placing arrangement for the Company's shareholders
Term of the bonds: 10 years to 15 years
Use of proceeds: The entire amount will be used to replace bank loans and replenish the Company's working
capital.
The Board agreed to submit the afore-mentioned proposal on the issue of corporate bonds to the general meeting
for consideration and approval, and request the general meeting to authorise the Board to handle any matters in
relation to the issue of corporate bond products, including but not limited to, (1) determining, with reference
to the market situation, the particular issue proposal for each batch of corporate bonds, including timing of
the issue, issue size, duration, interest rate or its rate-setting mechanism, exact use of proceeds, term and
method of repayment for principal and interest, whether to include innovative conditions such as sell-back or
redemption, whether any guarantees are to be made and the method of such guarantees, and other matters; (2)
signing any relevant legal documents in relation to the issue and listing of the corporate bonds of the
Company; and (3) handling any other matters in relation to the issue and listing of the corporate bonds of the
Company. The validity of the resolution will be 30 months from the date of its approval at the general meeting.
5. The 'Resolution on the Investment in Constructing two sets of 1,000 MW Air-Cooled Coal-Fired
Ultra-supercritical Generation Units at Shanxi Datang International Dingxiang Power Plant Phase I' was
considered and approved.
The Board agreed the Company to invest RMB960 million under a capital contribution proportion of 60% to jointly
establish Shanxi Datang International Dingxiang Power Generation Company Limited (the 'Dingxiang Power
Company') with Beijing Guohong Huaan Investment Company Limited (Chinese Word) in order to construct and
operate two sets of 1,000 MW air-cooled coal-fired ultra-supercritical generation units at Dingxiang Power
Plant ('Dingxiang Power Plant Project'). The parties will provide guarantees for Dingxiang Power Company's
financing facilities in proportion to their equity interests with reference to Dingxiang Power Company's
financing needs, while Dingxiang Power Company will provide counter-guarantees to the Company. The Board also
agreed to authorise the general manager to sign the 'Investment Agreement for the two sets of 1,000 MW
Coal-Fired Generation Units at the Shanxi Datang International Dingxiang Power Plant Project' ('Dingxiang Power
Investment Agreement') and handle any relevant matters in relation to the investment in and construction of
Dingxiang Power Company.
Dingxiang Power Plant Project is located in Dingxiang County, Yinzhou City, Shanxi Province. The project plans
to build two sets of 1,000 MW domestically-made air-cooled coal-fired ultra-supercritical generation units
together with desulphurisation facilities, giving a green, environment-friendly power plant with high
efficiency. The electricity generated by the power plant is expected to be entirely transmitted to the
Beijing-Tianjin-Tangshan Power Grid. The project involves a total investment amount of approximately RMB8
billion, of which 20% will be the capital for the project. The project is subject to the approval by the
relevant State authorities.
Details of the Dingxiang Power Plant Project will be announced separately in accordance with the requirements
stipulated by the listing rules of the Company's listing locations after the official signing of the 'Dingxiang
Power Investment Agreement'.
6. The 'Resolution on the Investment in Constructing two sets of 1,000 MW Coal-Fired Ultra-supercritical
Generation Units at Jiangxi Fuzhou Power Plant' was considered and approved.
The Board agreed the Company to invest not more than RMB1.39 billion for a controlling interest in constructing
and operating two sets of 1,000 MW coal-fired ultra-supercritical generation units at Jiangxi Fuzhou Power
Plant ('Fuzhou Power Plant Project').
The recommended location for the Fuzhou Power Plant Project is Linchuan District, Fuzhou City. Phase I of the
project plans to build two sets of 1,000 MW domestically-made coal-fired ultra-supercritical generation units.
The electricity generated by the plant will be entirely transmitted to the Jiangxi and Central China Power
Grids. The total dynamic investment in the project is approximately RMB6.95 billion, of which 20% will be
capital for the project. The project is subject to the approval by the relevant State authorities.
Details of the Fuzhou Power Plant Project will be announced separately in accordance with the requirements
stipulated by the listing rules of the Company's listing locations after the official signing of the investment
agreement with the co-operating parties.
7. The 'Proposal on the Investment with a Controlling Interest in Constructing the Coal-based Olefin Project in
Duolun County, Xilinguolei League' was considered and approved.
The Board agreed the Company to invest in establishing a project company to develop and construct a coal-based
olefin project in Duolun County, Xilinguolei League, Inner Mongolia (the 'Duolun Coal Chemical Project') with
controlling interests, and to authorise the general manager to handle any relevant matters in relation to the
investment and establishment of the project company.
The Duolun Coal Chemical Project is located in Duolun County, Xilinguolei League in the Inner Mongolia
Autonomous Region. The project uses the coal from Shengli Coal Mine in Inner Mongolia, of which the Company
participated in the development, as raw materials. It produces chemical products with the world's advanced
technologies, including the pulverised coal gasification technology, the synthetic gas purification technology,
the methanol-to-propylene technology and the propylene polymerisation technology. It is the most advanced coal
chemical project of clean, efficient and high value-added utilisation of coal. The total investment in the
project amounts to approximately RMB16.2 billion, of which 40%, equivalent to approximately RMB6.48 billion,
will be the capital for the project. The project is expected to produce annually 460,000 tons of polypropylene
and other by-products.
For details of the Duolun Coal Chemical Project, a separate announcement will be published by the Company in
accordance with the requirements stipulated by the listing rules of the Company's listing locations after the
official signing the 'Duolun Coal Chemical Investment Agreement' by the Company.
The afore-mentioned resolution No. 4 shall be submitted to the general meeting of the Company for consideration. As the
exact time for convening the general meeting has not been confirmed, the Board authorises the secretary to the Board to
publish, when appropriate, the relevant notice of the general meeting, in accordance with the confirmed time and
content.
By Order of the Board
Zhou Gang and Mok Chung Kwan, Stephen
Joint Company Secretaries
Beijing, the PRC, 27 August 2007
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