Resolutions of The Board of Directors
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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: 00991)
OVERSEAS REGULATORY ANNOUNCEMENT
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 (the "Listing Rules") on The Stock Exchange of Hong Kong
Limited.
The twentieth meeting (the "Meeting") of the eighth session of the Board of
Datang International Power Generation Co., Ltd. (the "Company") was held by way
of written correspondence on 27 April 2015 (Monday). There were 15 Directors
eligible for attending the meeting and 15 of them attended the meeting. The
meeting was held in compliance with the provisions stipulated in the "Company
Law" (the Company Law) and the "Articles of Association of Datang International
Power Generation Co., Ltd." (the "Articles of Association"). The following
resolutions were approved unanimously at the Meeting:
1. The "Explanation of the 2015 First Quarterly Report" was considered and
approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
2. The "Resolution on the Investment in the Construction of the Power Plant
Project of Inner Mongolia Datang International Xilinhaote Mining Company
Limited" was considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) Agreed that the Company to make capital contribution to the formation of a
project company for the construction of the Xilinhaote Power Plant Project,
a project to be wholly owned by the Company;
(2) The Xilinhaote Power Plant Project, in Shengli Coal Mine East Unit 2
Opencast Square, involves the construction of two 660MW ultra-supercritical
air-cooled coal-fired power generating units, with facilities for
desulfurisation and denitration of exhaust gas to be constructed
simultaneously. The project is expected to involve an investment of
approximately RMB5,888.59 million. The project capital is approximately
RMB1,177.718 million (to be paid by the Company's own capital), which
accounts for 20% of the total investment, while the remaining construction
funds of the project will be settled through application of bank loans.
3. The "Resolution on the Proposal of Changing Shareholders' Representative
Supervisor of the Company to be considered in the General Meeting" was
considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
Since the supervisory committee of the Company has considered and agreed to
nominate Mr. Liu Chuandong to replace Mr. Li Baoqing to serve as
the Shareholders' Representative Supervisor of the Company, such proposed
change of Shareholders' Representative Supervisor will be proposed to the
shareholders at the following general meeting to be convened by the Company for
their consideration and approval according to the suggestion made by the
supervisory committee of the Company and the CDC, the controlling shareholder
of the Company.
For biography details of Mr. Liu Chuandong, please refer to the notes.
4. The "Explanation of the Trading of the Shares of the Company by the Company's
Senior Management Against Prohibitions" was considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) Mr. Meng Fankui, the Vice President of the Company, was appointed the
Vice President of the Company on 12 June 2014. Mr. Meng's wife was managing
Mr. Meng's stock account on behalf of Mr. Meng. During the period between
11 August 2014 to 19 December 2014, by mistake, Mr. Meng's wife did the
"window period" trading and short-swing trading of the shares of the
Company against prohibitions. The Board has agreed that the profits from
the trading of the shares of the Company against prohibitions by Mr. Meng
Fankui of RMB2,030 shall be forfeited by the Company. As at the date of
this announcement, Mr. Meng Fankui has paid the profits gained from the
trading of the shares of the Company against prohibitions to the Company;
(2) Mr. Meng Fankui has undertaken that he will conscientiously learn and
strictly comply with the requirement of the relevant laws and regulations,
such as the Securities Law and the Administrative Measures, so that such
trading of the shares of the Company (including short-swing trading and
"window period" trading) against prohibitions will not occur again during
his term of office.
(3) The Company will further strengthen its training on the relevant laws and
regulations for Directors, supervisors, senior management and shareholders
holding over 5% shares of the Company, and will learn conscientiously from
this lesson to prevent the recurrence of similar events.
5. The "Resolution on the Implementation of Franchising for Desulfurisation (D
enitration) System of Certain Power Plants of Datang International" was
considered and approved
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) Agreed that some of the Company's subsidiaries to transfer coal-fired
generating units desulfurization (denitration) assets to Datang Technology
Industry Company Limited ("Datang Technology Industry Company") or its
subsidiaries and implement franchising for desulfurisation (denitration)
assets;
(2) Agreed that the asset transaction price will be negotiated and be based on
the asset and value evaluation result;
(3) During the term of the franchise operation, Datang Technology Industry
Company or its subsidiaries are entitled to the earnings from
desulfurization (denitration) and compensates some of the Company's
subsidiaries for the costs of water, electricity and gas for
desulfurization (denitration);
(4) Agreed that the term of the franchise operation will be the same as the
actual term of the power generating facilities. As the term of the
franchising contract is expected to be more than three years, pursuant to
the requirement of the Listing Rules, the Company will re-comply with the
approval procedures and disclosure obligations (where applicable) every
three years;
(5) The Directors (including the independent Directors) were of the view that
the abovementioned transactions are on normal commercial terms and in the
ordinary course of business of the Company, are fair and reasonable and in
the interests of the shareholders of the Company as a whole;
(6) Pursuant to the Listing Rules of places in which the Company was listed,
Datang Technology Industry Company is a connected person of the Company.
Pursuant to the Listing Rules of Shanghai Stock Exchange, the
abovementioned transactions constitute connected transactions of the
Company. Those connected Directors, namely, Chen Jinhang, Hu Shengmu and
Liang Yongpan, being the key management of China Datang Corporation the
controlling Shareholder of the Company, have abstained from voting on the
resolution.
The Company will issue a separate announcement after the relevant contract is
entered into.
The abovementioned third resolution will be considered in the general meeting,
and the Company will issue a notice of general meeting in due course.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 27 April 2015
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,
Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu*
* Independent non-executive Directors
Notes: Biography details of Mr. Liu Chuandong
Liu Chuandong, aged 52, post-graduate, is a senior accountant. Mr. Liu started
to work at Shandong Jining Power Plant in July 1981 and has successively served
as Deputy Chief Accountant and Head of the Finance Division of Shandong Jining
Power Plant, Head of the Accounting Division under the Finance Department and
Deputy Director of the Finance Department of Shandong Power Industry Bureau,
Chief Accountant of Jinan Yingda International Trust and Investment
Corporation, Chief Accountant of Shandong Power Generation Company, Deputy
Chief Accountant of the Shandong Branch Company of Huaneng Power International,
Inc., Deputy Director of the Fund Settlement Management Center of CPI Group,
Deputy General Manager of CPI Financial Co., Ltd., Deputy Head of Finance and
Asset Management Department of CPI Group, General Manager and Deputy Party
Committee Secretary of CPI Financial Co., Ltd., Director of Fund Settlement
Management Center of CPI Group, General Manager and Party Committee Secretary
of China Datang Finance Company Limited and Party Committee Secretary of CDC
Capital Holding Company. He took up the position of Director of the Financial
Management Department of China Datang Corporation as well as Party Committee
Secretary of CDC Capital Holding Company since May 2014.
Mr. Liu has long been engaged in corporate finance as well as operation and
management of power generation enterprises and has extensive experience in
finance and management of power generation enterprises.