Resolutions of The Board of D

RNS Number : 2630R

Datang Intl Power Generation Co Ld

28 April 2009

 



Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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: 991)

OVERSEAS REGULATORY ANNOUNCEMENT

ANNOUNCEMENT ON RESOLUTIONS

OF THE BOARD OF DIRECTORS

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.  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 'Listing Rules').

The twenty-fourth meeting (the 'Meeting') of the sixth session of the Board of Datang International Power Generation Co., Ltd. (the 'Company') was held by way of written correspondence on 27 April 2009 (Monday). 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 PRC and the articles of association of the Company. The following resolutions were approved unanimously at the Meeting:

1.    The 'Explanation on the Release of the 2009 First Quarterly Report' was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained in voting.

The Board agreed on the 2009 first quarterly report of the Company and authorised any Director of the Company to make corresponding amendments to the information set out in the 2009 first quarterly report in accordance with the requirements of information disclosure and to release the 2009 first quarterly report.

2.    The 'Resolution on the Provision of Guarantees for the Financings of the Company's Subsidiaries such as Inner Mongolia Datang International Zhuozi Wind Power Company Limited' was considered and approved. 

Voting results: 15 voted in favour, 0 voted against and 0 abstained in voting.

The Board agreed that the Company shall provide the following guarantees: 

(1)    Agreed that the Company shall provide a guarantee of no more than RMB1.5 billion for the financing of its wholly-owned subsidiary, Inner Mongolia Datang International Zhuozi Wind Power Company Limited. 

(2)    Agreed that the Company shall provide a guarantee of no more than RMB4 billion for the financing of its controlling subsidiary, Jiangsu Datang International Lvsigang Power Generation Company Limited ('Lvsigang Power Company'). Other shareholders of Lvsigang Power Company shall provide counter-guarantees to the Company in proportion to their capital contributions to Lvsigang Power Company.

(3)    Agreed that the Company shall provide a guarantee in proportion to its capital contribution of no more than RMB510 million for the financing of its controlling subsidiary, Yunnan Datang International Lixianjiang Hydropower Development Company Limited.

(4)    Agreed that the Company shall provide a guarantee in proportion to its capital contribution of no more than RMB153 million for the financing of its controlling subsidiary, Inner Mongolia Datang International Hohhot Thermal Power Generation Company Limited.

(5)    Agreed that the Company shall provide a guarantee in proportion to its capital contribution of no more than RMB600 million for the financing of its controlling subsidiary, Inner Mongolia Datang Renewable Energy Resource Company Limited.

(6)    Agreed that the Company shall provide a guarantee of no more than RMB469 million for the financing of its wholly-owned subsidiary, Chongqing Datang International Wulong Xingshun Wind Power Company Limited. 

As the asset-to-liability ratios of the subsidiaries involved in the resolutions numbered (1), (2), (3), (4) and (5) above are over 70%, the resolutions numbered (1), (2), (3), (4) and (5) above are required to be submitted to the general meeting of the Company for consideration and approval. 

As the detailed contract terms of the guarantees numbered (1), (2), (3), (4), (5) and (6) above have not been confirmed, the Company shall make further announcement upon the confirmation of the contract terms of the guarantees.

3.    The 'Resolution on the Provision of Entrusted Loan to Jiangsu Datang International Lvsigang Power Generation Company Limited through China Datang Finance Company Limited' was considered and approved.

    Voting results: 15 voted in favour, 0 voted against and 0 abstained in voting.

The Board agreed that the Company would provide an entrusted loan of no more than RMB700 million to Jiangsu Datang International Lvsigang Power Company through China Datang Finance Company Limited, and make arrangement in phases according to the construction progress of the project.  

Such transaction constitutes a discloseable connected transaction under the requirements of the Listing Rules. The Company will make further announcement in accordance with the requirements of the Listing Rules. 

By Order of the Board  

Zhou Gang  

Secretary to the Board 

Beijing, the PRC, 27 April 2009

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

 

 

MSCFGGZDZRKGLZG