ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIR...
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Limited take no responsibility for the contents of this announcement, make no
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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-eighth meeting of the sixth session of the Board (the "Meeting")
of Datang International Power Generation Co., Ltd. (the "Company") was held at
the conference room of 5/F, InterContinental Hotel, 11 Financial Street,
Xicheng District, Beijing on 19 August 2010 (Thursday). The written notice of
the Meeting was dispatched on 5 August 2010. There were 15 Directors eligible
for attending the Meeting and 12 of them attend the Meeting. Directors Mr. Hu
Shengmu, Mr. Yu Changchun and Mr. Xia Qing were absent from the Meeting due to
business engagements, and they had authorised Directors Mr. Fang Qinghai, Mr.
Li Hengyuan and Mr. Liu Chaoan, to attend the Meeting and vote on their
behalves thereat. The Meeting was 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 and was lawful and valid. The four supervisors of
the Company were present at the Meeting. The Meeting was chaired by Mr. Zhai
Ruoyu, Chairman of the Company. The following resolutions were approved
unanimously by the attending Directors and their authorised proxies attending
the Meeting by a show of hands at the Meeting:
1. "Explanation on 2010 Interim Results" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed the 2010 Interim Report, the Summary of the Interim
Report and the 2010 Interim Results Announcement of the Company.
2. The "Resolution on the Provision of a Guarantee for the Financing of
Shanxi Datang International Yuncheng Power Generation Company Limited"
was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed that the Company would provide a joint liability
guarantee for the financing of its controlling subsidiary Shanxi Datang
International Yuncheng Power Generation Company Limited ("Yuncheng
Power Company") based on its actual needs, in a guarantee amount not
exceeding RMB200 million. Other shareholders of Yuncheng Power Company
would provide a counter-guarantee to the Company in proportion to their
respective shareholdings.
The Board agreed to submit the above-mentioned guarantee to the general
meeting of the Company for consideration and approval.
The details of the guarantee will be announced separately after the
details of the guarantee agreement have been confirmed.
3. The "Resolution on the Financing Leasing between Jiangsu Datang
Shipping Co., Ltd. and China Datang Finance Co., Ltd." was considered
and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed that Jiangsu Datang Shipping Co., Ltd. ("Datang
Shipping Company"), a subsidiary of the Company, would secure financing
leasing from China Datang Finance Co., Ltd. ("Datang Finance Company")
for a principal not exceeding RMB280 million for a term of 15 years
with a self-owned bulk cargo vessel carrying a load of 76,000 tonnes,
over which no security has been created and which is free from any
defects in quality or rights, as a subject matter of the financial
leasing.
China Datang Corporation ("CDC") holds 52.50% of Datang Finance
Company's shares, while CDC and its subsidiary hold approximately
36.07% of the issued share capital of Company's shares. Accordingly,
the financing leasing arrangement between Datang Shipping Company and
Datang Finance Company constitutes a connected transaction of the
Company and the connected Directors have abstained from voting to the
above-mentioned connected transaction.
The Directors and Independent Directors of the Company considered that
the above-mentioned transaction is in the ordinary course of business
of the Company and is conducted on normal commercial terms. Independent
Directors of the Company considered that the transaction is fair,
reasonable and in the interests of the shareholders of the Company as a
whole.
The details of the financing leasing arrangements between Datang
Shipping Company and Datang Finance Company will be announced
separately upon the signing of the relevant financing leasing agreement
between Datang Shipping Company and Datang Finance Company.
4. The "Resolution on Entering into a Financial Services Agreement with
Datang Finance Company" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Board agreed the Company to enter into a financial services
agreement with Datang Finance Company for a term effective from 1
January 2011 to 31 December 2013. In each financial year, the maximum
daily deposit balance of the Company with Datang Finance Company will
not exceed RMB8 billion.
CDC and its subsidiaries hold approximately 36.07% of the issued share
capital of the Company and Datang Finance Company is a controlling
subsidiary of CDC. Accordingly, the entering into of the financial
services agreement between the Company and Datang Finance Company as
well as the deposit arrangement constitute continuing connected
transactions of the Company. The connected Directors have abstained
from voting to the above-mentioned continuing connected transactions.
The Directors and Independent Directors of the Company considered that
the above-mentioned transaction is in the ordinary course of business
of the Company and is conducted on normal commercial terms. Independent
Directors of the Company considered that the transaction is fair,
reasonable and in the interests of the shareholders of the Company as a
whole.
The financial services agreement is required to be submitted to the
general meeting for consideration and approval.
The details of the financial services agreement will be announced
separately upon the signing of the financial services agreement between
the Company and Datang Finance Company.
The above-mentioned resolutions numbered 2 and 4 shall be submitted to
the general meeting for consideration and approval. Notice of the
General Meeting will be announced separately after specific time of the
general meeting is confirmed.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 19 August 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