Announcement on Resolutions of the Board of Dir...
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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 or misleading
statements contained in, or material omissions from, this announcement, and
jointly and severally 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-third 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 Tuesday, 30 March 2010. There were 15 Directors
eligible for attending the Meeting and all of them attended the Meeting, which
was in compliance with the provisions of the Company Law of the People's
Republic of China and the articles of association of the Company. The following
resolutions were approved and formed unanimously at the Meeting:
1 The "Resolution on the Company's Replacement of Self-financing Funds Already
Committed in Advance to Fund-raising Investment Projects with Raised Funds" was
considered and approved.
Voting results: 15 voted in favour and 0 voted against
1.1 The Board agreed that according to the "Attestation Report on Previously
Committed Self-financing Funds to Fund-raising Investment Projects"
(PricewaterhouseCoopers Zhong Tian Shen Zi [2010] No. 417) issued by
PricewaterhouseCoopers Zhong Tian CPAs Limited Company, the Company shall
replace the self-financing funds amounting to RMB1.68538 billion, which had
already been committed in advance to the fund-raising investment projects
before the funds raised from the current non-public offer were in place, with
an equivalent amount of funds raised in the current non-public offer.
1.2 Directors, including independent Directors, are of the view that the funds
replacement is in line with the Company's development needs, and is conducive
to improving the utilization efficiency of the Company's capital and reducing
financial expenses, without damaging the interests of small and medium-sized
shareholders at large. The replacement amounts are equivalent to the
self-financing amounts previously committed to the fund-raising investment
projects, and have been audited and confirmed by registered accountants that
there is no change to the fund-raising investment projects.
For relevant details, please refer to the related announcement issued by the
Company on the same date.
2 The revised "Resolution on the Provision of a Counter-guarantee for a Loan to
Datang International (Hong Kong) Ltd." was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from voting
2.1 Since China Datang Overseas Investment Co., Ltd. ("Datang Overseas
Investment"), a wholly owned subsidiary of China Datang Corporation ("CDC"),
pledged to the Bank of China (Hong Kong) Limited the H shares it holds in the
Company for the provision of a guarantee for a due HK$700 million loan from the
Bank of China (Hong Kong) Limited to Datang International (Hong Kong) Limited
("Hong Kong Company"). The Board agreed that the Company shall provide a
counter-guarantee for Datang Overseas Investment in respect of the above
guarantee, and that the counter-guarantee will be provided on a joint-liability
basis.
2.2 Directors (including independent Directors) are of the view that the
above-mentioned guarantee and counter-guarantee are transactions conducted on
normal commercial terms during the Company's ordinary course of business; the
transactions are fair, reasonable and in the interests of the shareholders of
the Company as a whole;
2.3 Since the above provision of the guarantee for the loan of Hong Kong
Company by Datang Overseas Investment and the above provision of the
counter-guarantee for Datang Overseas Investment by the Company constitute
connected transactions of the Company, connected directors Mr. Zhai Ruoyu, Mr.
Hu Shengmu and Mr. Fang Qinghai have abstained from the voting;
2.4 Based on shareholders' recommendations, it was agreed to cancel the
original second resolution on the "Provision of a Counter-guarantee by the
Company for a loan to Datang International (Hong Kong) Ltd." to be proposed at
the 2010 first extraordinary general meeting of the Company to be held on 19
April 2010. The resolution on the revised "Provision of a Counter-guarantee by
the Company for a loan to Datang International (Hong Kong) Ltd." will be
submitted to the 2010 first extraordinary general meeting for consideration.
For relevant details, please refer to the related announcement issued by the
Company on the same date.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 1 April 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
END