RESOLUTIONS PASSED AT EXTRAORDINARY GENERAL MEE...
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Limited take no responsibility for the contents of this announcement, make no
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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)
ANNOUNCEMENT
RESOLUTIONS PASSED AT THE 2010 SECOND EXTRAORDINARY GENERAL MEETING
AND CHANGE OF DIRECTORS
Datang International Power Generation Co., Ltd. (the "Company") held its
2010 second extraordinary general meeting (the "EGM") at the function room of
5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng District,
Beijing, the People's Republic of China (the "PRC") on 19 August 2010
(Thursday). The convening of the EGM complied with the Company Law of the PRC
and the articles of association of the Company.
As at the date of the EGM, the total number of issued shares of the
Company (the "Shares") entitling the holders to attend and vote for or against
all the resolutions at the EGM was 12,310,037,578 shares ("Shares").
Shareholders of the Company or their authorised proxies who attended the EGM
represented an aggregate of 8,322,658,720 voting shares or approximately
67.61% of the total issued Shares. The EGM was chaired by Mr. Zhai Ruoyu, the
chairman of the board of directors of the Company (the "Board").
The following resolutions were passed at the EGM by way of voting by a
poll:
Ordinary Resolutions Number of Shares Passing
For Against Rate (%)
To consider and approve
the proposal on the
candidates for the
seventh session of the
Board, including
(Note 1):
To elect Mr. Liu Shunda
as non-executive
director 8,320,290,132 2,368,588 99.97%
To elect Mr. Hu Shengmu
as non-executive director 8,320,290,132 2,368,588 99.97%
To elect Mr. Cao Jingshan
as executive director 8,320,290,132 2,368,588 99.97%
To elect Mr. Fang Qinghai
as non-executive director 8,320,290,132 2,368,588 99.97%
To elect Mr. Zhou Gang as
executive director 8,320,290,132 2,368,588 99.97%
To elect Mr. Liu Haixia
as non-executive director 8,320,290,132 2,368,588 99.97%
To elect Ms. Guan
Tiangang as non-executive
director 8,315,288,572 7,370,148 99.91%
To elect Mr. Su Tiegang
as non-executive
director 8,320,290,132 2,368,588 99.97%
To elect Mr. Ye Yonghui
as non-executive
director 8,315,288,572 7,370,148 99.91%
To elect Mr. Li Gengsheng
as non-executive
director 8,320,290,132 2,368,588 99.97%
To elect Mr. Li Yanmeng
as independent
non-executive director 8,322,658,720 0 100.00%
To elect Mr. Zhao Zunlian
as independent
non-executive director 8,322,658,720 0 100.00%
To elect Mr. Li Hengyuan
as independent
non-executive director 8,322,658,720 0 100.00%
To elect Ms. Zhao Jie as
independent
non-executive director 8,322,658,720 0 100.00%
To elect Mr. Jiang Guohua
as independent
non-executive director 8,322,658,720 0 100.00%
To consider and approve
the proposal on the
candidates for the
seventh session of the
supervisory committee,
including (Note 1):
To elect Mr. Zhang Xiaoxu
as supervisor of the
Company 8,316,691,960 5,904,760 99.93%
To elect Mr. Fu Guoqiang
as supervisor of the
Company 8,316,691,160 5,905,560 99.93%
Notes:
(1) The biographies of the members for the seventh session of the Board
and the seventh session of the supervisory committee of the Company
are as follows:
Members of the Board:
Liu Shunda, aged 55, a member of the Chinese Communist Party, is a
professor grade senior engineer with post-graduate qualifications. Mr. Liu has
served as Deputy Head of the General Services Department of the Electric Power
Division of the Ministry of Energy; Deputy Director of the Office of the
Minister of Electricity; Party Committee Member, Assistant to the Chief and
Deputy Chief (Deputy General Manager) of the Electric Power Bureau (Power
Company) of Hunan Province; Party Committee Member and Deputy Chief (Deputy
General Manager) of the East China Power Administration Bureau (Power
Corporation); Party Secretary and Chief (Chairman cum General Manager) of the
Electric Power Bureau (Power Company Limited) of Fujian Province; and Party
Committee Member and Deputy General Manager of China Datang Corporation. Mr.
Liu is currently Chairman and Party Secretary of China Datang Corporation. Mr.
Liu was the Chairman of Datang Huayin Electric Power Co., Ltd (a company
listed on the Shanghai Stock Exchange) from 24 May 2006 to 19 May 2010.
Hu Shengmu, aged 50, university graduate, is a senior accountant. He is
currently Party Committee Member and Chief Accountant of China Datang
Corporation. Mr. Hu joined North China Power Corporation as he worked in
Beijing Power Supply Bureau in 1981. He had been Deputy Head and Deputy
Manager of the Finance Department of the North China Power Administration
Bureau (NCPGC), Chief Accountant and Financial Manager of the Company and
Chief Accountant of NCPGC. Mr. Hu was appointed Chief Accountant of China
Datang Corporation in January 2003. Mr. Hu has long been involved in financial
management of power system. He is knowledgeable in financial management and
has extensive experience in financial practices.
Cao Jingshan, aged 47, graduated from Dalian University of Technology
major in technical economics and management. He holds a doctorate degree and
is a senior economist. Mr. Cao commenced his career in 1981 in Yuanbaoshan
Power Plant and was successively Assistant to Plant Manager, Chairman of the
Labour Union, Deputy Plant Manager and Plant Manager of Yuanbaoshan Power
Plant. He has held various positions including Deputy Head of the President's
Office (Person-in-Charge) and Head of the President's Office cum Head of the
International Cooperation Department of China Datang Corporation since January
2003. Mr. Cao has been President of the Company since April 2008 and Executive
Director and Vice Chairman of the Company since 30 May 2008. Mr. Cao has long
been engaged in electricity production, technical and operation management,
with extensive knowledge and practical experience in electricity generation
and operation management.
Fang Qinghai, aged 56, post-graduate, is a senior engineer. He is
currently Head of the Planning, Investment and Financing Department of China
Datang Corporation. Mr. Fang joined Anshan Power Plant in 1974 and since then
took up various positions including Head of the Boiler Office of Anshan Power
Plant, Head of the Fund Raising Office and Deputy Head of the Integrated
Planning Department of the Northeast Power Administration Bureau, Deputy Head
and Head of the Development and Planning Department of State Power Corporation
(Northeast Company), Head of the Power Exchange Centre of Northeast China
Power Grid, Deputy Chief Engineer and Head of the Development and Planning
Department of Northeast China Power Grid Company Ltd. He became Deputy Chief
of the Development and Planning Department of China Datang Corporation in
April 2005, and has become Head of the Planning, Investment and Financing
Department of China Datang Corporation since November 2006. Mr. Fang has been
involved in the power system for many years and is well experienced in power
generation and operation. He is concurrently Director of Guangxi Guiguan
Electric Power Company Limited (a company listed on the Shanghai Stock
Exchange) and Datang Huayin Electric Power Co., Ltd. (a company listed on the
Shanghai Stock Exchange).
Zhou Gang, aged 46, graduated from the East China Institute of Water
Conservancy (currently known as Hehai University) with a master's degree in
engineering and an MBA, is a senior engineer. He is currently Deputy General
Manager of the Company and Secretary to the Board. Mr. Zhou started his career
in 1985 in Fu Chun Jiang Hydropower Plant of the East China Electricity
Administrative Bureau. Mr. Zhou later worked for China National Water
Resources & Electric Power Materials & Equipment Corporation as Deputy Manager
of the Information Department, Deputy Director and then Director of the
General Manager's Office, Deputy General Engineer and Deputy General Manager;
Deputy General Manager of China National Water Resources & Electric Power
Materials & Equipment Co., Ltd. and General Manager of its Shanghai company as
well as Deputy Director of the International Cooperation Division of the
General Manager's Office of China Datang Corporation. Mr. Zhou has become Vice
President of the Company since June 2007. Mr. Zhou has extensive experience in
international cooperation, power resources management and power generation
enterprise operation and management.
Liu Haixia, aged 49, graduated from North China Power College majoring in
power plant thermal energy. He subsequently pursued postgraduate studies in
Business Administration in the Renmin University of China. He is a senior
engineer and Deputy General Manager of Beijing Energy Investment Holding
Company Limited. Mr. Liu joined Beijing Electric Power Company in 1983 and
since then took up positions of Technician, Engineer, Assistant to Manager and
Deputy Manager. He has been Assistant to President of Beijing International
Power Development and Investment Company since 1998. He has been Assistant to
President of Beijing Energy Investment Holding Company Limited since December
2004 and has been Vice President of Beijing Energy Investment Holding Company
Limited since May 2009. With his long-standing involvement in corporate
management and planning management of power companies, Mr. Liu has acquired
extensive experience in corporate management and industrial planning and
investment.
Guan Tiangang, aged 43, graduated from North China Power College majoring
in thermal dynamics and possesses a master's degree in Finance from the Renmin
University of China. She is a senior engineer and currently Chief Engineer of
Beijing Energy Investment Holding Company Limited. She started her career in
1990, and had worked as a teacher in the Shijingshan Thermal Power Plant
Education Centre and as Project Manager of the Power Investment Department of
Beijing International Power Development and Investment Company. She has become
Deputy Manager of the Power Investment and Management Department of Beijing
International Power Development and Investment Company and Manager of the
Power Generation and Operation Department of Beijing International Power
Development and Investment Company. She has become Manager of the Power
Generation and Operation Department of Beijing Energy Investment Holding
Company Limited since December 2004. Since January 2007, she has become Vice
President and Secretary to the Board of Directors of Beijing Jingneng
International Energy Company Limited. She has become Chief Engineer of Beijing
Energy Investment Holding Company Limited since May 2009. Ms. Guan has long
been engaged in the work of power investment operation, and has extensive
experience in power investment and finance planning and management.
Su Tiegang, aged 62, university graduate, is a senior engineer. He started
his career in 1968 and had worked in the County Party Committee of Zefu,
Qinghai Province, the Provincial Construction Commission of Qinghai Province
and Qinghai No. 3 Construction Engineering Company. Mr. Su became Head of the
Raw Materials and Projects Division of Hebei Construction Investment Company
since October 1989. Since December 1990, he served in Hebei Provincial
Planning Committee as Head of the Investment Department. He has become Vice
President of Hebei Construction Investment Company since October 1993. With
his long-standing involvement in corporate management and planning management,
Mr. Su is well experienced in corporate management and industrial planning and
investment. Mr. Su is currently Consultant of Hebei Construction & Investment
Group Co., Ltd.
Ye Yonghui, aged 58, is presently Deputy Chief Economist of Hebei
Construction & Investment Group Co., Ltd. Mr. Ye started his career in 1969
and joined the Energy Branch of Hebei Construction Investment Company in 1990,
holding positions such as Administrative Officer, Deputy Manager and Manager
of the Jibei Branch. From September 1999 to January 2004, he was Manager of
the Energy Branch of Hebei Construction Investment Company. From January 2004
to March 2006, he was Manager of the Energy Business Department I of Hebei
Construction Investment Company. From March 2006 to March 2007, he served as
Deputy Chief Economist and Manager of the Energy Business Department I of
Hebei Construction Investment Company. From March 2007 to date, he was Deputy
Chief Economist of Hebei Construction Investment Company (i.e. Hebei
Construction & Investment Group Co., Ltd.). With his long-standing involvement
in corporate management and planning management, Mr. Ye has acquired extensive
experience in corporate management and industrial planning and investment.
Li Gengsheng, aged 50, a holder of an MBA, graduated from Northeast Power
College with a bachelor's degree in thermal dynamic and from China Europe
International Business School with a postgraduate MBA degree. Mr. Li is a
professor grade senior engineer and he is currently General Manager of Tianjin
Jinneng Investment Company. Mr. Li joined Hebei Electric Construction Company
in 1983, and subsequently worked as Deputy Head of the Thermal Control Office
of the Tianjin Power Scientific Institute, Deputy Manager of Tianjin Power
Infrastructure Subcontracting Company, Deputy General Manager of Huaneng
Yangliuqing Thermal Power Co., Ltd., Deputy General Manager of Tianjin Jinneng
Investment Company, and has been General Manager of Tianjin Jinneng Investment
Company since 2007. Mr. Li has been engaged in power corporate management and
corporate investment for a long time, and has rich experience in corporate
management and investment.
*Li Yanmeng, aged 65, graduated from the Wuhan University of Hydraulic and
Electric Engineering with a major in power plants and power systems, is a
senior engineer. Mr. Li previously held various positions at Shandong Power
Construction Group, including Deputy Secretary to the Youth League Committee
of the First Project Office, Head of the Publicity Section, Deputy Party
Secretary, and Deputy Manager, Manager and Party Secretary of the Second
Engineering Company. He was Plant Manager and Party Secretary of Shandong
Huangtai Power Plant, and then Chief of Shandong Electric Power Industry
Bureau. Since 1994, he has held various positions, including Deputy Director
of the Division of Construction Coordination, at the Ministry of Electric
Power Industry; Deputy Director of the Division of Key Constructions, Deputy
Director of the Division of Investments and Director of the Division of
Development of Primary Industries (Director of the Office of the Working Group
on National Power System Reform) of the State Planning Commission. From
December 2002 to December 2004, he served as Deputy General Manager and Party
Member of State Grid Corporation. Mr Li has long been engaged in production,
management and construction in the power industry, with extensive experience
in electricity production, management and construction. Mr. Li is currently
the External Director of China National Coal Group Corporation and the
Independent Non-executive Director of China Coal Energy Company Limited (a
company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange)
and Dongfang Electric Co., Ltd (a company listed on the Shanghai Stock
Exchange and the Hong Kong Stock Exchange).
*Zhao Zunlian, aged 63, a professor grade senior engineer and a master
degree holder in engineering, is a doctoral supervisor. Mr. Zhao graduated
from the Wuhan Institute of Hydraulic and Electric Engineering in 1969, and
served as Dispatching Deputy Head, Deputy Chief and Chief of Central China
Power Grid from 1981; Chief Engineer of Central China Power Corporation in
1995; Director of State Power Dispatching Center in 1999; Chief Engineer of
State Grid Corporation of China in 2005; and Consultant of State Grid
Corporation of China in 2006. He has long been engaged in production and
management of the power industry, with extensive experience in power
generation and management. Mr. Zhao is currently the Independent Director of
Hezong Science & Technology Co., Ltd (a company listed on the Shenzhen Stock
Exchange).
*Li Hengyuan, aged 67, graduated from Chengdu University of Technology,
majoring in Analytical Chemistry under the School of Mathematics, Physics and
Chemistry. He is a senior engineer and currently Deputy Secretary-general of
All-China Environment Federation. Mr. Li participated in the work of the
Mining and Metallurgical Research Institute under the Chinese Academy of
Sciences in 1965. He took the office of Director of the Environmental
Protection Bureau of Zigong City, Sichuan Province and then Chief Director of
the Laws and Regulations Department in the State Environmental Protection
Administration. Mr. Li has become a part-time professor and visiting professor
at Jilin University and a part-time professor at Beijing Normal University
since 1994. He has been Deputy Secretary-general of the All-China Environment
Federation since 2004. Mr. Li has long been engaged in environmental
protection studies including environment capacity and pollution prevention. He
has extensive academic knowledge and years of practical experience in
environmental protection. He, through his research results, has won the
National Scientific and Technological Progress Award (Second Class), the
Ministerial and Provincial Scientific and Technological Progress Award (Second
Class) and the Ministerial and Provincial Scientific and Technological
Progress Award (Third Class), and has presented a considerable number of
academic papers at international academic conferences and in national academic
journals. Mr. Li has also participated in drafting various laws, regulations
and codes in relation to environmental protection. Mr. Li is currently
Independent Non-executive Director of the Company.
*Zhao Jie, aged 54, with a bachelor's degree from Tsinghua University, is
currently Deputy General Manager of China Power Engineering Consulting Group
Corporation. Ms. Zhao joined the North China Electric Power Design Institute
after graduating with a bachelor's degree from the Department of Electrical
Engineering of Tsinghua University Branch Campus in 1983, and has previously
served as Deputy Head, Deputy Chief Design Engineer, Deputy Director, Project
Manager, Deputy Chief Engineer and Deputy Dean. Ms. Zhao acts as Deputy Dean
of the Electric Power Planning and Design Institute in 1998; General Manager
of China Power Engineering Consulting Corporation in 1999; and Deputy General
Manager of China Power Engineering Consulting Group Corporation in 2003. She
has long been engaged in electric power design and planning, with extensive
experience in electric power design and planning.
*Jiang Guohua, aged 39, graduated with a doctorate in accountancy, is
currently Associate Professor of Accountancy of the Guanghua Institute of
Management at Beijing University, as well as a doctoral supervisor. After Mr.
Jiang received a bachelor's degree in economics from Beijing University in
1995, he subsequently received a master's degree in accountancy from the Hong
Kong University of Science and Technology, and a doctorate in accountancy from
the Haas School of Business, University of California in Berkeley. He has long
been engaged in theoretical and applied researches in the field of Accountancy,
and analysis of issues regarding investor protection, corporate governance and
the regulations of the stock market. Mr. Jiang is a member of a nationwide
project of the Ministry of Finance for the training of senior accounting
talents.
The term of office of each of the above directors, will commence on the
following day (i.e. 20 August 2010) upon the approval at the EGM and end on 30
June 2013. As at the date of this announcement, except for Mr. Fang Qinghai
who holds and has effective interests in 24,000 A shares of the Company, none
of the above directors have any interest in the shares of the Company within
the meaning of Part XV of the Securities and Futures Ordinance ("SFO")
(Chapter 571 of the Laws of Hong Kong). They have not been subjected to any
public sanctions by any statutory or regulatory authority.
Save as disclosed above, the above directors have not held any
directorships in any public listed companies in the past three years and are
not connected with any directors, senior management, substantial or
controlling shareholders (as defined in the Rules Governing the Listing of
Securities ("Listing Rules") on the Stock Exchange of Hong Kong Limited (the
"Stock Exchange")) of the Company. Save as disclosed above, there are no other
matters concerning the appointments of the above directors of the Board that
need to be brought to the attention of the shareholders and the Stock Exchange
and there are no other matters which shall be disclosed pursuant to Rule
13.51(2) (h) to (v) of the Listing Rules. The Company will issue further
announcement as appropriate when the plan on the emoluments of the directors
are determined.
Note: * refers to the independent non-executive directors of the Company
Members of Supervisory Committee:
Zhang Xiaoxu, aged 47, is a university graduate. He graduated from the
Central Communist Party College majoring in economics management and graduated
from Liaoning Power University with specialisation in industrial accounting.
He is a senior accountant and is presently Manager of Financial Department of
Tianjin Jinneng Investment Company. Mr. Zhang began his career with First
Construction Company of Fushun City, Liaoning Province in 1982. He served as
Accounting Officer in First Construction Company of Fushun City in Liaoning
Province and was Accounting Officer and Chief Accountant of Liaoning Power
Plant; and Deputy Head and Head of Finance Division, Deputy Chief Accountant,
Chief Accountant at Liaoning Nenggang Power Generation Co., Ltd. He was Deputy
Manager and Manager of Financial Department of Tianjin Jinneng Investment. Mr.
Zhang has long been engaged in financial management and has extensive
practical work experience.
Fu Guoqiang, aged 47, university graduate, is a senior accountant, CPA. Mr.
Fu is Head of the Finance and Assets Management Department of China Datang
Corporation. He was previously Head of the Finance and Assets Management
Department of Hebei Power Company and Manager of the Finance Department of
NCPGC. Mr. Fu has been Head of the Finance and Assets Management Department of
China Datang Corporation since December 2003. Mr. Fu has long been engaged in
finance management in power system and has extensive practical experience in
operation and management. Mr. Fu is concurrently Director of Guangxi Guiguan
Electric Power Company Limited (a company listed on the Shanghai Stock
Exchange).
Mr. Qiao Xinyi and Mr. Guan Zhenquan were elected as supervisors
representing staff at staff representatives meeting on 22 May 2010. The
biographical details of Mr. Qiao and Mr. Guan are as follow:
Qiao Xinyi, aged 58, graduated from the North China Power Institute
majoring in thermal power equipment. He is university educated and a Senior
Economist. He is currently a member of the Company's Communist Party Committee,
Head of the Disciplinary Division and Chairman of the Staff Union of the
Company. Mr. Qiao joined North China Power Corporation in 1969. He worked
successively as Head of the Cadre Office, Assistant to Manager and Deputy
Manager of the Personnel Department of North China Power Corporation, and
Party Secretary and Deputy Chief at the Qinhuangdao Electric Power Bureau. He
has been Deputy Chief Political Engineer cum Head of the Corporate Culture
Department, Director of the Work Assignment Committee, Chairman of the Staff
Union, and Head of the Disciplinary Division of the Company since February
2000. He has become Chairman of the Supervisory Committee of the Company since
May 2009. Mr. Qiao has long been engaged in the management of power generation
companies and has extensive experience in human resources management and
corporate management in power generation companies.
Guan Zhenquan, aged 46, graduated from University of Fuzhou majoring in
power system. He is university educated and a Senior Economist. He is
currently Deputy Director of the Human Resources Department of the Company. Mr.
Guan joined North China Power Corporation in 1988. He served successively as
Deputy Director of the Personnel and Education Department of Beijing General
Power Equipment Plant, Deputy Head of the Administrative Office of Leading
Cadres, and Head of the Labour Administrative Office of the Personnel
Department at North China Power Corporation; and Deputy Party Secretary cum
Secretary of the Disciplinary Committee as well as Chairman of the Staff Union
at Tianjin Datang International Panshan Power Generation Company Limited. He
has served as Deputy Head, Deputy Director and Director of the Human Resources
Department of the Company since March 2002. He has become member of the
Supervisory Committee of the Company since May 2009. Mr. Guan is familiar with
the development and management of human resources in power generation
companies and has extensive experience in human resources management in power
generation companies.
The term of office of the above supervisors will commence on the following
day (i.e. 20 August 2010) upon the approval at the EGM and end on 30 June 2013.
As at the date of this announcement, none of the above supervisors have any
interest in the shares of the Company within the meaning of Part XV of the SFO.
They have not been subjected to any public sanctions by statutory or
regulatory authority.
Save as disclosed above, the above supervisors have not held any
directorships in any public listed companies in the past three years and are
not connected with any directors, senior management, substantial or
controlling shareholders (as defined in the Listing Rules) of the Company.
Save as disclosed above, there are no other matters concerning the
appointments of the above supervisors of the supervisory committee that need
to be brought to the attention of the shareholders and the Stock Exchange and
there are no other matters which shall be disclosed pursuant to Rule
13.51(2)(h) to (v) of the Listing Rules. The Company will issue further
announcement as appropriate when the plan on the emoluments of the supervisors
are determined.
2. Computershare Hong Kong Investor Services Limited, the H shares share
registrar of the Company, acted as the scrutineer for the vote-takings
of the ordinary resolutions at the EGM.
3. None of the shareholders of the Company who were entitled to attend the
EGM had to vote only against any of the ordinary resolutions at the EGM.
CHANGE OF DIRECTORS
Since the members of the seventh session of the Board were elected at the
EGM, Mr. Zhai Ruoyu shall cease to be director of the Company and Mr. Xie
Songlin, Mr. Yu Changchun, Mr. Liu Chaoan and Mr. Xia Qing shall cease to be
independent non-executive directors of the Company due to expiration of term
of the sixth session of the Board with effect from 20 August 2010.
Mr. Zhai, Mr. Xie, Mr. Yu, Mr. Liu and Mr. Xia confirmed that they have no
disagreements with the Board and there are no matters that need to be brought
to the attention of the shareholders of the Company.
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