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2014 Fourth EGM Resolution and Director Change

30th Oct 2014 16:16

DATANG INTERNATIONAL POWER GENERATION COMPANY LD - 2014 Fourth EGM Resolution and Director Change

DATANG INTERNATIONAL POWER GENERATION COMPANY LD - 2014 Fourth EGM Resolution and Director Change

PR Newswire

London, October 30

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this announcement, make no representation as to itsaccuracy or completeness and expressly disclaim any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of the contents of thisannouncement. DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991) ANNOUNCEMENT RESOLUTIONS PASSED AT THE 2014 FOURTH EXTRAORDINARY GENERAL MEETING AND CHANGE IN DIRECTORS Datang International Power Generation Co., Ltd. (the "Company") held its 2014 fourthextraordinary general meeting (the "EGM") at the function room of 5/F, IntercontinentalHotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China(the "PRC) on 30 October 2014 (Thursday). The convening of the EGM complied with therequirements of the Company Law of the PRC and the articles of association of the Company. As at the date of the EGM, other than ordinary resolution numbered (1), the total number ofissued shares of the Company entitling the holders to attend the EGM to vote for or againstall of the proposed resolutions were 13,310,037,578 shares (the "Shares"). Shareholders ofthe Company or their authorised proxies, who attended the EGM or did the online voting,represented an aggregate of 9,127,568,342 voting shares or approximately 68.58% of the totalissued shares of the Company. Mr. Chen Jinhang, the chairman of the Company was unable toattend the meeting due to work engagement. Mr. Wu Jing, the vice chairman of the Companypresided over the EGM as the chairperson of the meeting. China Datang Corporation and its associates, as at the date of the EGM which hold anaggregate of 4,260,977,414 Shares with voting right and represent approximately 46.68% of theissued Shares of the Company with voting right, were required to and did, abstain from votingon ordinary resolution numbered (1). The following resolutions were passed at the EGM by way of poll: ------------------------------------------------------------------------------------------ | ORDINARY RESOLUTIONS | Number of Shares | Passing Rate | ------------------------------------------------------------------------------------------ | | FOR | AGAINST | (%) | ------------------------------------------------------------------------------------------ | 1. To consider and approve the | | | | | "Resolution on Provision of the | | | | | Entrusted Loan to Datang Inner | 4,297,237,918 | 554,295,010 | 88.57% | | Mongolia Duolun Coal Chemical | | | | | Company Limited" | | | | ------------------------------------------------------------------------------------------ | 2. To consider and approve the | | | | | "Resolution on the Adjustments | | | | | of Directors of the Company" | -- | -- | -- | ------------------------------------------------------------------------------------------ | (1) Mr. Liang Yongpan to hold | | | | | the office as a | | | | | Non-executive director of | 8,994,441,660 | 131,426,682 | 98.56% | | the eighth session of the | | | | | Board (Note 4) | | | | ------------------------------------------------------------------------------------------ | (2) Mr. Fang Qinghai to cease | | | | | to hold the office as a | | | | | Non-executive director of | 9,119,568,582 | 844,993 | 99.99% | | the eighth session of the | | | | | Board (Note 4) | | | | ------------------------------------------------------------------------------------------ Notes: 1. Unless the context states otherwise, capitalised terms used in this announcement shall have the same meanings as defined in the Notice of 2014 Fourth Extraordinary General Meeting dated 12 September 2014 and the Supplemental Notice of 2014 Fourth Extraordinary General Meeting dated 10 October 2014. 2. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as the scrutineer for the vote-takings of all resolutions at the EGM. 3. Save as disclosed above, none of the shareholders of the Company who were entitled to attend the EGM had to vote only against on any of the resolutions at the EGM. There were no Shares entitling the holder to attend the EGM and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules. 4. Mr. Fang Qinghai ceased to hold the office as a non-executive director of the Company with effect from 30 October 2014 as a result of work adjustment. Mr. Fang Qinghai has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation as Director 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. The biography of Mr. Liang Yongpan is as follows: Liang Yongpan, aged 48, a senior engineer graduated from the university. Mr. Liang served asthe Deputy Division Head and Deputy Plant Head (Production) of the Production Division ofLanzhou No. 2 Thermal Power Factory, General Manager of Lanzhou Xigu Thermal Power Co. Ltd.,Member of Party Committee, Vice General Manager and Chairman of the Labour Union of Gansubranch of China Datang Corporation and Datang Gansu Power Generation Co., Ltd., Deputy Headof Planning, Investment and Financing Department of China Datang Corporation, as well as theSecretary of Party Committee and General Manager of Datang Gansu Power Generation Co., Ltd.Since May 2014, he served as the Head of Planning and Marketing Department of China DatangCorporation. Mr. Liang is currently served as a non-executive director of Datang HuayinElectric Power.,Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600744)and Guangxi Guiguan Electric Power Co.,Ltd. (a company listed on the Shanghai Stock Exchange,stock code: 600236). Mr. Liang has long been involved in the production, operation andmanagement work of power generation enterprises. He has extensive experience in production,operation and management of power generation companies. The term of office of Mr. Liang Yongpan commences on the date of approval by the shareholdersat the EGM to the expiration of the term of the eighth session of the Board (i.e. 30 June2016). Mr. Liang will not be entitled to any remuneration by being a Director of the Company.As at the date of this announcement, Mr. Liang does not have any interest in the shares ofthe Company within the meaning of Part XV of the Securities and Futures Ordinance. He has notbeen subjected to any public sanctions by statutory or regulatory authority. Save asdisclosed above, Mr. Liang has not held any directorships in any public listed companies inthe past three years and has no relationship with any Directors, senior management,substantial or controlling shareholders (as defined in the Listing Rules). Save as disclosedabove, there are no other matters concerning the appointment of Mr. Liang that need to bebrought to the attention of the shareholders and the Hong Kong Stock Exchange and there areno other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the ListingRules. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 30 October 2014 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

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