Resolutions of the Board of Directors
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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: 00991)
OVERSEAS REGULATORY ANNOUNCEMENT
AND
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 contents of this
announcement.
This announcement is made pursuant to Rule 13.10(B) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
The eleventh meeting of the eighth session of the Board (the "Meeting") of Datang
International Power Generation Co., Ltd. (the "Company") was held at 1608 Conference Room,
Datang International Power Generation Co., LTD, 9 Guangningbo Street, Xicheng District,
Beijing, the People's Republic of China (the "PRC") on 7 July 2014 (Monday). The written
notice of the Meeting was dispatched to all Directors on 27 June 2014. There were 15
Directors eligible for attending the Meeting and 12 of them attended the Meeting. Director Li
Gengsheng, Director Guan Tiangang and Director Jiang Guohua were unable to attend the Meeting
in person due to business engagements, and they have authorised Director Zhou Gang, Director
Liu Haixia and Director Zhao Jie to attend the Meeting, respectively, and vote on their
behalf. The convening of the Meeting was in compliance with the provisions stipulated in the
"Company Law" and the "Articles of Association of Datang International Power Generation Co.,
Ltd." (the "Articles of Association") and was lawful and valid. Four supervisors of the
Company were present at the Meeting. Chen Jinhang, the chairman of the Company, presided the
Meeting. The following resolutions were approved unanimously by the attending Directors or
their authorised proxies by way of voting by show of hands at the Meeting:
1. The "Resolution on the Entering into of the Restructuring Framework Agreement with China
Reform Holdings Corporation Ltd. for Coal Chemical-Related Projects" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
Agreed the Company to enter into a framework agreement with China Reform Holdings
Corporation Ltd for the restructuring of cooperation of coal chemical-related projects.
For the details of the abovementioned framework agreement for restructuring, please
refer to the Company's "Announcement on Inside Information and Framework Agreement
Relation to Reorganisation of Business Segment and Resumption of Trading" published on
the same day.
2. The "Resolution on the Adjustments of Directors of the Company" was considered and
approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
1. Agreed Mr. Yang Wenchun to hold the office as a Director of the eighth session of
the Board and Mr. Feng Genfu to hold the office as an Independent Director of the
eighth session of the Board and these adjustments of Directors will be submitted to
the general meeting for shareholders' consideration and approval. If elected, their
term of office will be effective from the date of approval by the shareholders at
the general meeting to the expiration of the term of the eighth session of the
Board (i.e. 30 June 2016);
2. Agreed Mr. Li Gengsheng will cease to hold the office as a Director of the Company
as a result of work adjustment and Mr. Li Hengyuan will cease to hold the office as
an Independent Director of the Company due to expiration of the term of his office,
both with effect from the date of approval by the shareholders at the general
meeting;
Mr. Li Gengsheng and Mr. Li Hengyuan have both confirmed that they have no
disagreement with the Board and there are no matters relating to their resignation
as Directors of the Company that need to be brought to the attention of the
Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited (the "Hong Kong
Stock Exchange") and the shareholders;
3. The Board is highly satisfied with the contribution made by Mr. Li Gengsheng and
Mr. Li Hengyuan during their tenure of office as Directors, and would like to
express sincere gratitude and highest respect on Mr. Li Gengsheng and Mr. Li
Hengyuan's valuable contribution towards the development of the Company over the
past years.
The independent Directors are of the view that the proposed appointment and
resignation of Directors of the Company, as well as the nomination processes are in
compliance with relevant laws and rules such as Company Law and the Articles of
Association; and the nominees possess relevant professional knowledge and relevant
policy monitoring and coordination capabilities; and the qualification of the
nominees is in compliance with relevant laws and rules such as Company Law and the
Articles of Association.
Declarations of the nominators of the Independent Directors and candidates of the Independent
Directors have been disclosed on the website of the Shanghai Stock Exchange
(http://www.see.com.cn) on the same day.
Please refer to the notes for details of the biography of the two candidates of Directors set
out above.
As the abovementioned resolution numbered 2 shall be submitted to the general meeting for
shareholders' consideration and approval, the Company will issue a notice of the relevant
general meeting in due course.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 7 July 2014
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang,
Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang,
Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors
Note: Biography of Mr. Yang Wenchun:
Mr. Yang, aged 49, a senior engineer who holds a bachelor's degree and a master's degree. He
is currently the Manager of integrated planning department of Tianjin Energy Investment Group
Limited. Mr. Yang served as an engineer of maintenance workshop, Director of operation
workshop, Assistant to General Engineer of expansion department of Tianjin Yangliuqing
Thermal Power Plant, Head of Power Generation Department of Huaneng Yangliuqing Thermal Power
Plant, Assistant to President, Assistant to President and General Manager of the industrial
company, Assistant to President as well as Head and Deputy General Manager of Production
Safety and Technology Department of Huaneng Yangliuqing Thermal Power Co., Ltd., Assistant to
President and Manager of asset management department and Assistant to President of Tianjin
Jineng Investment Company. He served as the Manager of integrated planning department of
Tianjin Energy Investment Group Limited since November 2013. Mr. Yang has long been involved
in production, operation, management and administrative work of power generation enterprises.
He has extensive experience in production, operation and management of power generation
companies.
Biography of Mr. Feng Genfu:
Mr. Feng, aged 57, a professor and a doctoral supervisor who holds a doctorate degree in
Economics. He is currently the Dean and a professor (Grade II) of the School of Finance and
Economics of Xi'an Jiaotong University. Dr. Feng served as the Director and Chief Editor of
the editorial department of university journal, and a Dean, a professor and a doctoral
supervisor of the Business School of Shaanxi Institute of Finance and Economics. He served as
the Dean, a doctoral supervisor and a professor (Grade II) of the School of Finance and
Economics of the School of Finance and Economics of Xi'an Jiaotong University since May 2000.
Dr. Feng has long been involved in education and administration management of Economics and
Finance. He has extensive experience in Economics and Finance. Dr. Feng is currently an
Independent Director of Shaanxi Broadcast & TV Network Intermediary Co., Ltd. (Stock Code
600831), Shaanxi Aerospace Power Hi-Tech. Co., Ltd. (Stock Code 600343) and Shaanxi Fenghuo
Electronics Co., Ltd. (Stock Code 000561) all being companies listed on the Shanghai Stock
Exchange. He is the Executive Vice President of China Industry Economic Research Institute
and the Executive Director of Chinese Institute of Business Administration.