Resolutions of The Board of D

RNS Number : 3448T

Datang Intl Power Generation Co Ld

04 June 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-sixth meeting (the 'Meeting') of the sixth session of the Board of Datang International Power Generation Co., Ltd. (the 'Company') was held at the function room of 5/F, Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the 'PRC') on 3 June 2009 (Wednesday). The written notice of the Meeting was despatched on 20 May 2009. There were 15 Directors eligible for attending the Meeting and 15 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 Datang International Power Generation Co., Ltd. (the 'Articles of Association'). The Meeting was lawful and valid. Three supervisors of the Company attended the Meeting. The Meeting was chaired by Mr. Zhai Ruoyu, the Chairman of the Company. The following resolutions were approved unanimously by the directors attending the Meeting through voting by a show of hands at the Meeting:

1.    The 'Resolution on Provision of Guarantees for the Financing of Hohhot Thermal Power Company and Yuzhou Energy Company' was considered and approved; and the provision of guarantee for Inner Mongolia Datang International Hohhot Thermal Power Generation Company Limited ('Hohhot Thermal Power Company') is required to be proposed to the general meeting for consideration.

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

(1)    The Board agreed that the Company shall provide a guarantee of no more than RMB510 million for the financing of Hohhot Thermal Power Company. As the asset-to-liability ratio of Hohhot Thermal Power Company is over 70%, such resolution is required to be proposed to the general meeting for consideration and approval.

(2)    The Board agreed that the Company shall provide a guarantee of no more than RMB840 million for the financing of Hebei Yuzhou Energy Multiple Development Company Limited ('Yuzhou Energy Company').

As the detailed terms of the agreements for the above-mentioned guarantees numbered (1) and (2) have not been ascertained, the Company will make further announcement when the terms of the guarantee agreements are ascertained. 

2.    The 'Resolution on the Adjustment to the Projects to be Funded by the Fundraising Proceeds of the Non-public Issue of A Shares' was considered and approved.

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

(1) As the final approval schedule for the 2×300MW Project of Joint Production of Thermal Power with 'Large Generating Units Replace Small One' at Shanxi Datang International Linfenhexi Thermal Power Plant ('Joint Production of Thermal Power Project at Linfenhexi Thermal Power Plant') cannot be ascertained yet, the Board agreed to remove the Joint Production of Thermal Power Project at Linfenhexi Thermal Power Plant from the list of projects to be funded by the fundraising proceeds of the current non-public issue of A shares within the scope of authorisation by the general meeting; and to utilise the amount of the funds for such project to increase the replenishment of working capital. Subsequent to the adjustment, the total amount of the fundraising proceeds of the current non-public issue of A shares remains to be RMB5 billion. 

The fundraising proceeds of the current non-public issue of A shares to be invested after the adjustment are as follows:  

No.	Project to be funded by  the fundraising proceeds	Total investment of the project (RMB million)		Fundraising proceeds to be invested (RMB million)
1	2×300MW New Construction Project with 'Large Generating Units Replace Small One' at Liaoning Datang International Jinzhou Thermal Power Plant	2,980		320
2	2×300MW Expansion Project at Phase 2 of the Shanxi Datang International Yungang Thermal Power Project	2,720		352
3	2×300MW Expansion Project of Joint Production of Thermal Power with 'Large Generating Units Replace Small One' at Phase 4 of Hebei Datang International Tangshan Thermal Power Plant at New Area	2,576		435
4	2×300MW New Construction Project of Joint Production of Thermal Power with 'Large Generating Units Replace Small One' at Phase 4 of Hebei Datang International Zhang Jia Kou Thermal Power Plant	2,878		458
5	Phase 1 of the Unit 2 Open-cut Coal Mine Project Located East of Shengli Coal Mine	2,965		750
6	Phase 2 Project at Wenshanzhou Malutong Hydropower Station	2,058		190
7	Chongqing Wujiang Yinpan Hydropower Station	8,045		744
8	Commencement portion for 2009 of Phase 1 at the Fujian Ningde Nuclear Power Project	49,342		748
9	Replenishment of working capital	-		1,003
	Total	73,564		5,000

(2)    To authorise any executive director to conduct, at his/her absolute discretion and subject to the requirements of the relevant laws and regulations, all matters in relation to the current issue so as to facilitate the smooth commencement of works in general.

a)    To specify the detailed issue terms and issue proposal prior to the issue, to formulate and implement the final proposal of the current non-public issue of shares and to determine the timing of the current issue in accordance with the laws, regulations and relevant requirements of the China Securities Regulatory Commission and the authorised scope of the Articles of Association, in compliance with the requirements of the regulatory authorities and with reference to the actual conditions of the Company;

b)    To determine, with reference to the actual conditions, the detailed arrangement for the use and the directions of investment of the fundraising proceeds as approved at the general meeting;

c)    To amend, supplement, sign and execute all important documents and agreements in relation to the current issue (including but not limited to the underwriting agreement and the sponsorship agreement); and

d)    To take necessary actions to deal with any matters, documents, announcements and other matters in relation to the current non-public issue and listing of A shares.

By Order of the Board

Zhou Gang

Secretary to the Board

Beijing, the PRC, 3 June 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

 

 

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