6th Feb 2013 14:26
DATANG INTERNATIONAL POWER GENERATION COMPANY LD - Resolutions of BODDATANG INTERNATIONAL POWER GENERATION COMPANY LD - Resolutions of BOD
PR Newswire
London, February 6
Hong Kong Exchanges and Clearing Limited and The Stock Exchangeof Hong Kong Limited take no responsibility for the contents ofthis announcement, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever forany loss howsoever arising from or in reliance upon the whole orany 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 ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIRECTORSSpecial 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 andjointly accept the responsibility for the truthfulness, accuracy and completeness of the content of this announcement.
This announcement is made pursuant to Rule 13.10B of the RulesGoverning the Listing of Securities on The Stock Exchange ofHong Kong Limited.
The thirty-fourth meeting of the seventh session of the Board ofDatang International Power Generation Co., Ltd. (the "Company")was held by way of written correspondence on 5 February 2013 (Tuesday). There were 15 Directors eligible to attend the Meetingand all of them attended the Meeting. The Meeting was held in compliance with the provisions stipulated in the Company Law ofthe People's Republic of China and the articles of association of the Company. The following resolutions were approved unanimously at the Meeting:
1. "The Resolution on the Supply of Coal by Inner Mongolia Fuel
Company to Certain Enterprises Managed by the Company" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board agreed Inner Mongolia Electric Power Fuel Company Limited (Inner Mongolia Fuel Company, a wholly-owned subsidiary of Beijing Datang Fuel Company Ltd. (Beijing Datang Fuel Company, a controlling subsidiary of the Company to enter into the Inner Mongolia Fuel Purchase Framework Agreements with certain subsidiaries of the Company to supply coal for production purposes for a term of one year commencing from 1 January 2013 to 31 December 2013, with a maximum aggregate annual transaction amount of approximately RMB5,425 million. (2) Pursuant to Hong Kong Listing Rules, Inner Mongolia Fuel Company is a connected person of the Company, the aforesaid transactions constitute continuing connected transactions of the Company and are required to be considered and approved by the independent shareholders at the general meeting. The connected Directors Liu Shunda, Hu Shengmu and Fang Qinghai have abstained from voting to approve the continuing connected transactions; (3) The Directors (including independent non-executive Directors) were of the view that the aforesaid transactions were conducted on normal commercial terms and in the ordinary course of business of the Company, and the relevant transactions were fair, reasonable and in the interests of the shareholders of the Company as a whole. For details of the aforesaid transactions, please refer to the continuing connected transactions announcement of the Company issued on the same date.2. "The Resolution on Certain Daily Continuing Connected
Transactions of the Company" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Company (and its subsidiaries) purchase coal from Beijing Datang Fuel Company I. The Board agreed the Company to enter into the Fuel Purchase Framework Agreement with Datang Fuel Company for a term of one year commencing from 1 January 2013 to 31 December 2013, with a maximum annual transaction amount of approximately RMB35,505 million. II. Pursuant to Hong Kong Listing Rules, Beijing Datang Fuel Company is a connected person of the Company, the aforesaid transactions constitute continuing connected transactions of the Company. (2) Hong Kong Company supplies coal to the subsidiaries of the Company. I. The Board agreed Datang International (Hong Kong) Limited. ("Hong Kong Company") to enter into the Hong Kong-Beijing Fuel Sale Framework Agreement with Beijing Datang Fuel Company for a term of one year commencing from 1 January 2013 to 31 December 2013, with a maximum annual transaction amount of approximately USD380 million. II. The Board agreed Hong Kong Company to enter into the Hong Kong--Power Plants Fuel Sale Framework Agreement with the Company in relation to coal sale to Guangdong Datang International Chaozhou Power Generation Company Limited and Jiangsu Datang International Lvsigang Power Generation Company Limited, the controlling subsidiaries of the Company, respectively, for a term of one year commencing from 1 January 2013 to 31 December 2013, with a maximum aggregate annual transaction amount of approximately USD522 million. III. Pursuant to Hong Kong Listing Rules, Beijing Datang Fuel Company, Chaozhou Power Generation Company and Lvsigang Power Generation Company are connected persons of the Company; the aforesaid transactions constitute continuing connected transactions of the Company. (3) The controlling subsidiary of the Company provides transportation service to Beijing Datang Fuel Company The Board agreed Jiangsu Datang Shipping Company Limited, a controlling subsidiary of the Company, entered into the Annual Shipping Framework Agreement with Beijing Datang Fuel Company for a term of one year commencing from 1 January 2013 to 31 December 2013, with a maximum annual transaction amount of approximately RMB385 million. (4) The Directors (and independent non-executive Directors) were of the view that the aforesaid transactions numbered 2.(1), (2) and (3) were conducted on normal commercial terms and in the ordinary course of business of the Company, and the relevant transactions were fair, reasonable and in the interests of the shareholders of the Company as a whole. The connected Directors Liu Shunda, Hu Shengmu and Fang Qinghai have abstained from voting to approve the connected transaction; (5) Pursuant to Hong Kong Listing Rules, the aforesaid transactions (excluding resolution numbered 2.(3) above) are required to be considered and approved by the independent shareholders at the general meeting. For details of the aforesaid transactions, please refer to the continuing connected transactions announcement of the Company issued on the same date.The above resolutions numbered 1 and 2 (excluding resolution numbered 2.(3)) are required to be considered and approved by theindependent shareholders at the general meeting. The Company willissue the notice of the general meeting to the shareholders as and when appropriate.
By Order of the Board Zhou Gang Secretary to the BoardBeijing, the PRC, 6 February 2013
As at the date of this announcement, the directors of the Companyare: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang,Liu Haixia, Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors
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