Resolutions of the Board of D

RNS Number : 3894E

Datang Intl Power Generation Co Ld

26 September 2008

 



 (a sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 991)

OVERSEAS REGULATORY ANNOUNCEMENT

ANNOUNCEMENT ON RESOLUTIONS

OF THE BOARD OF DIRECTORS 

Special Notices: The Company and all members of the Board warrant the truthfulness, accuracy and completeness of the contents of this announcement, and jointly accept the responsibility for any false representations or misleading statements contained in, or material omissions from, this announcement.  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 seventeenth 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 by way of written correspondence on 24 September 2008. There were fifteen 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 (the 'PRC') and the articles of association of Datang International Power Generation Co., Ltd. (the 'Articles of Association'). The following resolutions were approved unanimously at the Meeting:

1.      The 'Resolution on the Provision of Guarantee for Shanxi Datang International Yuncheng Power 
         Generation Company Limited' was considered and approved.

The Board agreed that the Company would provide joint-liability guarantee for the financing facilities in proportion to the capital contributions of the Company's subsidiary, Shanxi Datang International Yuncheng Power Generation Company Limited ('Yuncheng Power Company'), in the amount of RMB300 million, for its replacement of bank loans and replenishment of the Company's capital. 

Since the asset-to-liability ratio of Yuncheng Power Company exceeds 70%, the matters relating to the Company's provision of guarantee for the above financing facilities of Yuncheng Power Company is required to be submitted to the general meeting of the Company for consideration and approval.

The Board agreed to submit the afore-mentioned matter to the 2008 First Extraordinary General Meeting of the Company ('EGM') for consideration. The details of the above-mentioned provision of guarantee will be announced separately by the Company before the end of October 2008.

2.       The 'Resolution on the Change in the Registered Capital of the Company and the Amendment of 
          the Articles of Association of the Company' was considered and approved.

The Board agreed on the change of registered capital of the Company to RMB11,780,037,578. It also agreed that Article 18, Article 21 and Article 22 of the Articles of Association should be amended as follows:

'Article 18 provides: As at 10 September 2008, the share capital structure and the numbers of shares held by various shareholders of the Company are:

China Datang Corporation	3,959,241,160 shares	33.61%
Beijing Energy Investment (Group) Company Limited	1,343,584,800 shares	11.41%
Hebei Construction Investment Company	1,303,878,100 shares	11.07%
Tianjin Jinneng Investment Company	1,212,012,600 shares	10.29%
Other domestic shareholders	645,643,340 shares	5.48%
Overseas listed foreign shareholders	3,315,677,578 shares	28.15%

In accordance with the authorisation of the general meeting, the abovementioned numbers of shares shall be amended correspondingly upon the decision made by the board of directors within its scope of authorisation on the number of separate or concurrent placement or issue of domestic shares and overseas listed foreign shares was approved by the approving authorities authorised by the State Council. '

 'Article 21 provides: The registered share capital of the Company is RMB11,780,037,578.'

 'Article 22 provides: The Company may, depending on the needs of its operation and development, and in accordance with relevant provisions contained in the Articles of Association, increase capital, and shall complete registration procedure(s) in accordance with the relevant laws and administrative rules of the PRC.

The Company may increase capital in any of the following manners:

(1)         issue new shares to non-specified investors;

(2)         place new shares to existing shareholders;

(3)         issue bonus shares to existing shareholders;

(4)         increase the share capital by means of transfer of common reserve fund;

(5)         increase the share capital through a conversion of registered foreign debts;

(6)         other manners permitted under PRC laws, administrative rules and by the China Securities  
  Regulatory Commission.”

The Board agreed to propose the above-mentioned amendment proposal on the Articles of Association to the EGM for consideration.

The above-mentioned resolutions numbered 1 and 2 should be proposed to the EGM for consideration. Please also refer to the notice of the EGM dated 25 September 2008. 

  By Order of the Board  

Zhou Gang  

Secretary to the Board 

Beijing, the PRC, 25 September 2008

As at the date of this announcement, the directors of the Company are:Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, 

Yu Changchun*, Xia Qing* and Li Hengyuan*.

* Independent non-executive Directors

 

END

 

 

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