Announcement on Resolutions of the Board of Dir...
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 thirty-second meeting of the sixth session of the Board (the "Meeting") of
Datang International Power Generation Co., Ltd. (the "Company") was held by way
of written correspondence on Tuesday, 9 March 2010. 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 People's Republic of China and the articles of association of the
Company. The following resolutions were approved unanimously at the Meeting:
1. "The Resolution on the Increase of Capital Contribution to China Datang
Finance Company Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from voting
The Board agreed the Company to increase its capital contribution to China
Datang Finance Company Limited ("Datang Finance Company") according to the
original capital contribution ratio (20%). Upon the completion of the increase
in capital contribution, the ratio of capital contribution by the Company in
Datang Finance Company shall remain at 20%.
The directors of the Company (including independent non-executive directors)
considered that the above-mentioned transaction is conducted on normal
commercial terms and is in the ordinary course of business of the Company and
the transaction is fair, reasonable and in the interests of the shareholders of
the Company as a whole.
Pursuant to the Rules of Shanghai Stock Exchange for the Listing of Stocks, the
above-mentioned capital contribution constitutes a connected transaction of the
Company and therefore the connected directors abstained from voting in respect
of this resolution.
Pursuant to the Listing Rules, such increase of capital contribution in Datang
Finance Company constitutes a connected transaction under Chapter 14A of the
Listing Rules. For details of the above-mentioned increase in capital
contribution, please refer to the connected transaction announcement of the
Company which is issued on the same date by the Company.
2. "The Resolution in written form on the provision of guarantee for the
financing of Yuzhou Energy Company" was considered and approved.
Voting results: 15 voted in favour and 0 voted against
The Board agreed the Company to provide a guarantee for the bank loan in 2010
of Hebei Yuzhou Energy Multiple Development Company Limited ("Yuzhou Energy
Company") in proportion to its capital contribution (50%) in Yuzhou Energy
Company, which amount shall not exceed RMB540 million.
The Company shall issue a separate announcement on guarantee upon entering into
the relevant guarantee agreement.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 10 March 2010
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
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Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
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Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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