Resolutions Passed at the AGM
Datang Intl Power Generation Co Ld
03 July 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)
RESOLUTIONS PASSED AT THE
2006 ANNUAL GENERAL MEETING
Datang International Power Generation Co., Ltd. (the 'Company') held its 2006 annual general meeting (the 'AGM') 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 29 June 2007 (Friday). The convening of the AGM complied with the
Company Law of the PRC and the articles of association of the Company.
As at the date of the AGM, there were 5,823,604,031 issued shares of the Company in total (the 'Shares') entitled to
vote for or against all resolutions at the AGM (except Ordinary Resolution 6). Shareholders of the Company or their
authorised proxies who attended the AGM represented an aggregate of 4,513,190,168 voting shares or approximately 77.50%
of the total 5,823,604,031 issued shares of the Company. The AGM was chaired by Mr. Zhai Ruoyu, the chairman of the
board of directors of the Company (the 'Board').
Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, China Datang
Corporation, which held 1,979,620,580 Shares of the Company, is a connected person in relation to the transaction in
Ordinary Resolution 6. Accordingly, it was required to abstain from voting on Ordinary Resolution 6 at the AGM and it
did abstain from voting on Ordinary Resolution 6 at the AGM.
The following resolutions were passed at the AGM through voting by a poll:
Ordinary Resolutions Number of Shares Passing Rate
For Against (%)
1. The report of the Board for the 4,460,882,359 0 100
year 2006 be approved
2. The report of the supervisory 4,460,882,359 0 100
committee of the Company for the year 2006 be
approved
3. The financial report of the 4,460,882,359 0 100
Company for the year 2006 be approved
4. The profit distribution plan for 4,513,190,168 0 100
the year 2006 be approved
5. The re-appointment of PricewaterhouseCoopers 4,512,756,168 434,000 99.99
Zhong Tian CPAs Co, Ltd. ('PwC Zhong Tian'), and
PricewaterhouseCoopers Certified Public
Accountants, Hong Kong ('PwC') as the Company's
domestic and international auditors, respectively,
and to fix their remunerations be approved
6. The 'Financial Services 2,199,371,360 333,616,228 86.83
Agreement' entered with China Datang Corporation
Finance Company be approved (Note 4)
7. The composition of the sixth
session of the Board be approved (Note 5)
(i) Mr. Zhai Ruoyu be elected non-executive 4,498,462,851 2,023,700 99.96
director of the Company
(ii) Mr. Zhang Yi be elected executive director of 4,499,904,551 582,000 99.99
the Company
(iii) Mr. Hu Shengmu be elected non-executive 4,495,766,851 4,719,700 99.90
director of the Company
(iv) Mr. Fang Qinghai be elected non-executive 4,498,462,851 2,023,700 99.96
director of the Company
(v) Mr. Liu Haixia be elected non-executive 4,469,034,231 582,000 99.99
director of the Company
(vi) Ms. Guan Tiangang be elected non-executive 4,485,121,625 16,140,926 99.64
director of the Company
(vii) Mr. Su Tiegang be elected non-executive 4,489,366,851 2,023,700 99.95
director of the Company
(viii) Mr. Ye Yonghui be elected non-executive 4,478,995,625 12,394,926 99.72
director of the Company
(ix) Mr. Li Gengsheng be elected non-executive 4,490,140,551 1,250,000 99.97
director of the Company
(x) Mr. Xie Songlin be elected independent 4,491,390,551 0 100
non-executive director of the Company
(xi) Mr. Liu Chaoan be elected independent 4,491,390,551 0 100
non-executive director of the Company
(xii) Mr. Yu Changchun be elected independent 4,491,390,551 0 100
non-executive director of the Company
(xiii) Mr. Xia Qing be elected independent 4,491,390,551 0 100
non-executive director of the Company
8. The composition of the sixth
session of the supervisory committee be approved
(Note 5)
(i) Mr. Zhang Wantuo be elected supervisor of the 4,513,112,168 0 100
Company
(ii) Mr. Fu Guoqiang be elected supervisor of the 4,513,112,168 0 100
Company
9. The remuneration proposal for the 4,496,698,168 0 100
independent non-executive directors of the Company
be approved
10. Mr. Zhou Gang be a member of sixth session of 4,436,881,097 58,983,071 98.69
the Board be approved, and Mr. Zhou Gang be
elected executive director of the Company
Special Resolutions
1. The 'Order of Meeting for the General 4,267,652,145 0 100
Meeting of Datang International Power Generation
Co., Ltd.' (Note 6) be approved, thereby approving
it to form part of the appendices to the articles
of association of the Company
2. The 'Order of Meeting for the Board of 4,480,346,111 0 100
Directors of Datang International Power Generation
Co., Ltd.' (Note 6) be approved, thereby
approving it to form part of the appendices to the
articles of association of the Company
3. The 'Order of Meeting for the Supervisory 4,480,346,111 0 100
Committee of Datang International Power Generation
Co., Ltd' (Note 6) be approved, thereby approving
it to form part of the appendices to the articles
of association of the Company
4 The proposal on share capital expansion by 4,480,346,111 0 100
utilising the capital reserve fund be approved
By Order of the Board
Zhai Ruyou
Chairman
Beijing, the PRC, 29 June 2007
Note:
1. Unless otherwise defined, the terms used herein shall have the same meanings as defined in the circular dated 15 May
2007 and the announcement dated 15 May 2007.
2. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as the
scrutineer for the vote-takings of the ordinary resolutions as well as the special resolutions at the AGM.
3. Save as disclosed herein, none of the shareholders of the Company who were entitled to attend the AGM had to vote
only against the ordinary resolutions and the special resolutions at the AGM.
4. For details of Ordinary Resolution 6, please refer to the announcement published by the Company on 10 May 2007.
5. Profiles for the sixth session of the supervisory committee and the sixth session of the Board are as
follows:
Members of the Board:
Zhai Ruoyu, aged 60, graduated from the Economic Management Department of Liaoning University, is a
professor-grade senior engineer. He is currently Chairman of the Company and President of the China Datang
Corporation ('CDC'). Mr. Zhai had been working at the Liaoning Power Plant since 1966 and had held various
positions including Deputy Director and Director. Since 1992, Mr. Zhai had held various positions including
Deputy Chief of the Security and Environmental Protection Division of the Ministry of Energy of the PRC,
Deputy Director and Director of the Supervisory Bureau of the PRC Ministry of Power Industry, as well as Head
of General Office of the State Power Corporation of the PRC Ministry of Power Industry. In March 1999, Mr.
Zhai took up the position of President of the Northeast Branch of the State Power Corporation. He was
appointed as President of North China Power Group Company in December 2000. He became President of the CDC in
December 2002. In January 2003, Mr. Zhai was appointed a delegate to the 10th National People's Congress.
With 40 years' experience in the power industry, Mr. Zhai has long been engaged in the fields of power
production, production technology management, administration and operations management. He has extensive
experience with specific expertise in power generation and operations management.
Zhang Yi, aged 59, is a post-graduate of North China Power College majoring in thermal engineering and a
professor-grade senior engineer. He is currently the Vice Chairman and the President of the Company. Mr.
Zhang joined North China Power Corporation in 1982. He had held various positions including Head of the
Thermal Engineering Office and Deputy Director of the North China Power Laboratory, Deputy Head of the North
China Power Institute, and Plant Manager of the Tianjin Dagang Power Plant. Mr. Zhang was the Deputy Chief
Engineer and Manager of the Production Technology Department of North China Power Group Company in 1997. He
joined the Company as Vice President in December 1998, and became the Vice Chairman and President of the
Company in March 2003. Mr. Zhang is a government-sponsored expert designated by the State Council.
Hu Shengmu, aged 46, university graduate, is a senior accountant. He is currently the Chief Accountant of the CDC.
Mr. Hu joined North China Power Corporation as he worked in Beijing Power Supply Bureau in 1981. He had been the
Deputy Head and the Deputy Manager of the Finance Department of the North China Power Administration Bureau (North
China Power Group Company, 'NCPGC'), the Chief Accountant and Financial Manager of the Company and the Chief
Accountant of NCPGC. Mr. Hu was appointed Chief Accountant of the CDC in January 2003. Mr. Hu has been involved in
financial management of power system for over 20 years. He is knowledgeable in financial management and has extensive
experience in financial management practices.
Fang Qinghai, aged 53, post-graduate, is a senior engineer. He is currently the Head of the Planning, Investment and
Financing Department of the CDC. Mr. Fang joined Anshan Power Plant in 1974 and since then took up various positions
including Deputy Head of the Communist Party Committee Office of Anshan Power Plant, Division Chief of the Production
Planning Division, the Planning Department of Northeast Power Administration Bureau, Engineer Head of the Planning
Department, Deputy Head and Head of the Development and Planning Department of the State Power Corporation (Northeast
Company), Head of the Power Exchange Centre of Northeast China Power Grid, Deputy Chief Engineer and Head of the
Development and Planning Department of Northeast China Power Grid Company Ltd. He became Deputy Chief of the
Development and Planning Department of the CDC in April 2005, and has become Head of the Planning, Investment
Planning Department of the CDC since November 2006. Mr. Fang has been working with the power system for many years
and is well experienced in power generation and operation.
Zhou Gang, aged 43, graduated from East China Institute of Water Conservancy (currently known as Hehai University),
is a senior engineer. He is currently Deputy General Manager of the Company. Mr. Zhou worked for China National Water
Resources & Electric Power Materials & Equipment Corporation as Manager of the Information Department, Deputy
Director and then Director of the General Manager's Office, Deputy General Engineer and Deputy General Manager;
Deputy General Manager of China National Water Resources & Electric Power Materials & Equipment Co., Ltd. and manager
of its Shanghai company as well as Deputy Director of the International Cooperation Division of the General Manager's
Off ice of CDC. Mr. Zhou has extensive experience in international cooperation, power resources management and
power generation enterprise operation and management.
Liu Haixia, aged 45, graduated from North China Power College majoring in power plant thermal energy. He subsequently
pursued postgraduate studies in Business Administration in the Renmin University of China. He is a senior engineer
and Assistant to President of Beijing Energy Investment Holding Company Limited. Mr. Liu joined Beijing Electric
Power Company in 1983 and since then took up positions of Technician, Engineer and Assistant to Manager and Deputy
Manager. He had been Assistant to President of Beijing International Power Development and Investment Company since
1998. He has been Assistant to President of Beijing Energy Investment Holding Company Limited since December 2004.
With his long-standing involvement in corporate management and planning management of power companies, Mr. Liu has
acquired extensive experience in corporate management and industrial planning and investment. Mr. Liu is also the
Chairman of Beijing Jingneng Thermal Power Co. Ltd.
Guan Tiangang, aged 39, graduated from North China Power College majoring in thermal dynamics and possesses a master
degree in Finance from the Renmin University of China. She is a senior engineer and currently the Vice President and
the Secretary to the Board of Directors of Beijing Jingneng International Energy Company Limited. Ms. Guan started
her career in 1990, and had worked as a teacher in Shijingshan Thermal Power Plant Education Centre and as Project
Manager of Beijing International Power Development and Investment Company. She became the Manager of the Power
Generation and Operation Department of Beijing Energy Investment (Group) Company since December 2004. Since February
2007, she has been the Vice President and the Secretary to the Board of Directors of Beijing Jingneng International
Energy Company Limited. Ms. Guan has long been engaged in the work of power investment operation, and has extensive
experience in power investment and finance planning and management. Ms. Guan is also the Director of Beijing Jingneng
Thermal Power Co. Ltd.
Su Tiegang, aged 59, university graduate, is a senior engineer. He is currently the Vice President of Hebei
Construction Investment Company. He started his career in 1968 and had worked in the Provincial Construction
Commission of Qinghai and Qinghai No. 3 Construction Engineering Company. Mr. Su became Head of the Project Office of
Hebei Construction Investment Company in 1989. In 1991, he served in Hebei Provincial Planning Committee as Head of
the Investment Department. He has become Vice President of Hebei Construction Investment Company since December 1995.
With his long-standing involvement in corporate and planning management, Mr. Su is well experienced in corporate
management and industrial planning and investment.
Ye Yonghui, aged 54, is presently the Deputy Chief Economist and Manager of the Energy Business Department of Hebei
Construction Investment Company. Mr. Ye started his career in 1969 and joined the Energy Branch of Hebei Construction
Investment Company in 1990, holding positions such as Administrative Officer, Deputy Manager and Manager of the Jibei
Branch. From August 1999 to date, he has been the Manager of the Energy Branch and the Manager of the Energy Business
Department of Hebei Construction Investment Company. With his long-standing involvement in corporate and planning
management, Mr. Ye has acquired extensive experience in corporate management and industrial planning and investment.
Mr. Ye is also the Director of Hebei Jiantou Energy Investment Company Ltd.
Li Gengsheng, aged 46, MBA, graduated from Northeast Power College with a bachelor's degree in thermal dynamic and
from China Europe International Business School with a research MBA degree. Mr. Li is a professor-grade senior
engineer and he is currently the general manager of Tianjin Jinneng Investment Company. Mr. Li joined Hebei Electric
Construction Company in 1983, and subsequently worked as assistant supervisor of the Thermal Control Office of
Tianjin Power Scientific Institute, deputy manager of Tianjin Power Infrastructure Subcontracting Company, deputy
general manager of Huaneng Yangliuqing Thermal Power Co., Ltd., deputy general manager of Tianjin Jinneng Investment
Company, and has been general manager of Tianjin Jinneng Investment Company since 2007. Mr Li has been engaged in
power corporate management and corporate investment for a long time, and has rich experience in corporate management
and investment.
Xie Songlin*, aged 65, graduated from the Department of Dynamics at Shannxi Industrial University (currently as Xi'an
Jiaotong University) majoring in power generation. He is a Senior Economist and currently holds the position of
committee member of Chinese People's Political Consultative Conference and Senior Consultant of the State Grid
Corporation of China. Mr. Xie started his career in 1965. He had worked as technician at the Xinjiang Prospecting and
Design Institute for Hydropower; Engineer, Chief of the Bio-tech Department and then Director of the Hunan Yiyang
Power Industry Bureau. In 1979, he was appointed Deputy Director of Hunan Power Industry Bureau and Deputy Director
of the Central China Power Management Bureau. In 1992, he was appointed as Director of the Audit Bureau of the
Ministry of Energy. In 1993, he was appointed Chief of the Economic Adjustment Division of the Ministry of Power. In
1997, he was appointed Chief Economist of the State Power Corporation, Chief of the General Management Division of
the Ministry of Power and Manager of the Finance and Assets Operation Department. In 1999, he was Chief Accountant of
the State Power Corporation, and became its Vice President in June 1999. He has been a Consultant of the State Grid
Corporation of China since 2003. Mr. Xie has long been engaged in the production and management work in the power
industry. He has extensive experience in power generation and management. Mr. Xie is also an Independent Director of
Dongfang Electrical Machinery Company Limited.
Liu Chaoan*, aged 51, graduated from the Geological Institute of Jilin University. Mr. Liu is a professor-grade
senior engineer, currently Chairman of North China Power Engineering (Beijing) Co., Ltd. Mr. Liu worked as a
technician at the Beijing Power Design Institute in 1980, and subsequently had been the Professional Section Chief,
Deputy Chief and Assistant to Director at the North China Power Design Institute. He had been Vice President of North
China Design Institute Engineering Company Limited of the State Power Corporation since 2000 and has been Chairman of
North China Power Engineering (Beijing) Co., Ltd. since 2006. Mr. Liu has extensive experience in engineering design
and geological prospecting of the power industry.
Yu Changchun*, aged 55, holds a PhD degree in economics from the Tianjin University of Finance and Economics. He is
currently Head of the Education Department, Professor of Accounting and an Advisor to postgraduates at the Beijing
State Accounting Institute. Mr. Yu taught at the Jilin Institute of Finance and Commerce upon graduation from the
same institute in 1978 and subsequently obtained a master degree in economics from Shanghai Social Science Institute
and a PhD degree in economics from Tianjin University of Finance and Economics. He was Department Head, Professor and
Advisor to postgraduates at the Department of Accounting at the Changchun Institute of Taxation in 1995. He carried
out post-doctoral researches in the Financial and Economics Research Institute at the China Academy of Social
Sciences in 1997 and worked with the Beijing State Accounting Institute in 1999. Mr. Yu has been engaged in
theoretical and practical researches in the areas of Economics and Accounting for many years. The scientific research
topics conducted and completed by Mr. Yu have been awarded for a number of Outstanding Achievements at the Ministry
(Provincial) Level. He was granted a specific subsidy from the State Council in 1997. Mr. Yu is also an Independent
Director of China National Complete Plant Import & Export Corp. Ltd., Daqin Railway Co. Ltd. and China National
Software Co. Ltd.
Xia Qing*, aged 50, is a graduate of Tsinghua University with a PhD degree in Mechanical and Electrical Engineering.
He is a professor and a supervisor for PhD students as well as Head of the Research Institute of Economic and
Information Technology for Power of the Electrical Engineering Department at Tsinghua University. He was awarded a
PhD degree by Tsinghua University in 1989, with major research direction focusing on the power market, power system
planning, information technology and economic theories. From March 1996 to March 1997, he was a visiting scholar
funded by The Royal Society of the United Kingdom and was engaged in the research of power markets in the United
Kingdom. Mr. Xia has conducted a number of researches on topics including the power market, power resources planning,
power demand forecasts and power regulatory issues. He has also been involved in power market design for the four
major regions in the PRC. He is a PRC advisor for Asian Development Bank projects, part-time professor of the
Communist Party schools of the States Grid Corporation of China and China Power Investment Company, and an advisor to
the South China Power Grid. Mr. Xia is also the Independent Director of Yunnan Wenshan Electric Power Co. Ltd.
The term of the appointment of each of the aforesaid directors will be three years from 1 July 2007 to 30 June 2010.
As at the date of this announcement, none of the above directors (save and except Mr. Fang Qinghai who held and
beneficially owned 1,000 A shares of the Company), have any interest in the Shares within the meaning of Part XV of
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the 'SFO'). None of them has been
subject to any public sanctions by statutory or regulatory authority.
According to the resolution of the 2006 AGM, the independent non-executive director of the Company of the sixth
session of the Board (with the term being from 1 July 2007 to 30 June 2010) will be entitled to the annual
remuneration of RMB60,000 (after taxation).
Save as disclosed above, the above directors have not held any directorships in any public listed companies in the
past three years and are not connected with any directors, senior management or substantial or controlling
shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters
concerning the appointment of the above directors that need to be brought to the attention of the Shareholders and
the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51(2) of the Listing
Rules.
Note: *denotes the Company's independent non-executive directors
Members of the Supervisory Committee:
Zhang Wantuo, aged 60, graduated from the Tianjin University of Finance and Economics, senior economist, presently Vice
President of Tianjin Jinneng Investment Company and Vice Chairman of the Supervisory Committee of the Company. Mr. Zhang
started his career in 1970 in Tianjin Teachers Institute. He had been a cadre member, Deputy Director and Director of
the Energy Department of Tianjin Municipal Planning Committee since March 1981. In February 1999, he became Vice
President of Tianjin Jinneng Investment Company. With his longstanding involvement in energy planning and planning
management, Mr. Zhang has acquired extensive experience in corporate management and power planning and investment.
Fu Guoqiang, aged 44, university graduate, is a senior accountant, PRC certified public accountant. Mr. Fu is the Head
of the Finance and Assets Management Department of the CDC. He was the Head of the Finance and Assets Management
Department of Hebei Power Company, Manager of the Finance Department of NCPGC and Deputy Head of the Finance and Assets
Management Department of the CDC. Mr. Fu has been the Head of the Finance and Assets Management Department of the CDC
since December 2003. Mr. Fu has been engaged in finance management in power system for an extensive period and has
accumulated extensive experience in practice and management. Mr. Fu is also the Director of Guangxi Guiguan Electric
Power Co. Ltd.
Mr. Zhang Jie and Mr. Shi Xiaofan have been elected as supervisors representing staff by the Staff Representative
Congress. The profiles of Mr. Zhang and Mr. Shi are set out as follows:
Zhang Jie, aged 58, graduated from the Central Communist Party School majoring in political theories. Mr. Zhang is a
senior economist and Chairman of the Supervisory Committee of the Company. He started his career in 1968 and joined the
Power Corporation in 1973. Mr. Zhang had held positions including Deputy Head of the Publicity Division, Deputy Director
of the Maintenance Office and General Secretary to Party Committee of Datong General Power Plant and Chairman of the
Staff Union of Datong Second Power Plant. He worked in Chengde Power Supply Company as Secretary to Party Committee in
1994 and in Beijing Power Supply Company (Power Supply Bureau) as Deputy Secretary to Party Committee in January 1995.
Mr. Zhang has been Chairman of the Supervisory Committee of the Company since December 2000. Mr. Zhang has long been
engaged in management work at power enterprises and has extensive experience in administrative management.
Shi Xiaofan, aged 55, tertiary graduate, is a senior economist. He is presently the Assistant to President and the Head
of the Human Resources Department of the Company. Mr. Shi had worked in NCPGC as Head of the Personnel Department. He
became Head of the Human Resources Department of the Company in 1996 and Assistant to President and Head of the Human
Resources Department of the Company in March 2003. Mr. Shi is well-experienced in human resources development and
management in the power industry and is well experienced in the management of human resources in the sector.
The term of the appointment of the above supervisors will be three years from 1 July 2007 to 30 June 2010. As at the
date of this announcement, none of the above supervisors or supervisors representing staff have any interest in the
shares of the Company within the meaning of Part XV of the SFO. They have not been subjected to any public sanctions by
statutory or regulatory authority.
Save as disclosed above, the above members of supervisors or supervisors representing staff have not held any
directorships in any public listed companies in the past three years and are not connected with any directors, senior
management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Save as
disclosed above, there are no other matters concerning the appointment of the above supervisors or appointed supervisors
representing the staff that need to be brought to the attention of the shareholders and the Stock Exchange and there are
no other matters which shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
6. For details of the Order of Meeting for the General Meeting, the Order of Meeting for the Board of Directors and the
Order of Meeting for the Supervisory Committee of the Company, please refer to the circular published by the Company
dated 15 May 2007.
As at the date of this announcement, the Directors of the Company are:
Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Tong
Yunshang, Xie Songlin*, Xu Daping*, Liu Chaoan*, Yu Changchun* and Xia Qing*
* Independent non-executive Directors
An announcement containing details of the above matter is available for viewing on the website of Hong Kong Exchanges
and Clearing Limited at http://www.hkex.com.hk under 'Latest Listed Company Information' and the website of Datang
International Power Generation Co., Ltd. at http://www.dtpower.com.ong
This information is provided by RNS
The company news service from the London Stock Exchange