30th Jun 2010 07:00
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance uponthe 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-seventh meeting of the sixth session of the Board (the "Meeting") ofDatang International Power Generation Co., Ltd. (the "Company") was held by wayof written correspondence on Tuesday, 29 June 2010. There were 15 Directorseligible for attending the Meeting and all of them attended the Meeting. TheMeeting was held in compliance with the provisions stipulated in the CompanyLaw of the People's Republic of China and the articles of association of theCompany. The following resolutions were approved unanimously at the Meeting:
1. "The Resolution on the Election of the New Session of the Board" was
considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
The Board approved the following: the nominations of Liu Shunda, Hu Shengmu,
Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang,
Ye Yonghui and Li Gengsheng as candidates of Non-independent Directors of the
seventh session of the Board; the nominations of Li Yanmeng, Zhao Zunlian, Li
Hengyuan, Zhao Jie and Jiang Guohua as candidates of Independent Directors of
the seventh session of the Board; the submission of the aforementioned matters
regarding the election of the new session of the Board to the 2010 second
extraordinary general meeting (the "EGM") for consideration and approval; and
that the term of office of the seventh session of the Board shall be from the
following day upon the approval at the EGM to 30 June 2013.
To ensure the normal operation of the Board, the current Directors undertake
that the current Directors of the sixth session of the Board will continue to
fulfill the Director's duties until the day of the formation of the new session
of the Board, when the term of office will expire.
For biographies of the candidates of the Directors and Independent Directors,
please refer to the "Announcement regarding the Convening of 2010 Second
Extraordinary General Meeting of Datang International Power Generation Co.,
Ltd." published by the Company in China Securities News, Shanghai Securities
News and on the website of the Shanghai Stock Exchange: http://www.sse.com.cn
on 30 June 2010.
For declarations of the nominators of the Independent Directors and candidates
of the Independent Directors, please refer to the attachment of the
announcement relating to the board resolutions published by the Company in
China Securities News, Shanghai Securities News and on the website of the
Shanghai Stock Exchange: http://www.sse.com.cn on 30 June 2010.
2. "The Resolution on the Explanation to the Formulation of Management System of
Connected Transactions" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
The Board approved the "Management System of Connected Transactions of Datang
International Power Generation Co., Ltd.".
By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 29 June 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
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