12th Oct 2011 13:49
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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 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 sixteenth meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held by way of written correspondence on Wednesday, 12 October 2011. There were 15 Directors eligible for attending the Meeting and all of them attended the Meeting. The Meeting was held in compliance with the provisions stipulated in the��Company Law" and the "Articles of Association of Datang International Power Generation Co., Ltd.". The following resolutions were approved unanimously at the Meeting:
1 The "Resolution on the Provision of Entrusted Loan to Datang Inner Mongolia Duolun
Coal Chemical Company Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from voting
(1) The Board agreed that based on the actual needs of Datang Inner Mongolia Duolun
Coal Chemical Company Limited ("Duolun Coal Chemical Company"), an entrusted
loan of not more than RMB2 billion would be released to Duolun Coal Chemical
Company by the Company or its subsidiaries. The term for the entrusted loan is 3
years, and the lending rate shall be determined according to the prevailing benchmark
interest rate for loans offered by financial institutions during the same period as
announced by the People's Bank of China;
(2) Since China Datang Corporation (the "CDC") is a controlling shareholder of the
Company and holds 40% equity interests in Duolun Coal Chemical Company, and
Datang Energy and Chemical Company, a wholly-owned subsidiary of the Company,
holds 60% equity interests in Duolun Coal Chemical Company, Duolun Coal
Chemical Company is a connected person of the Company pursuant to the Listing
Rules. Therefore, the above-mentioned entrusted loan matter constitutes a connected
transaction of the Company. Connected directors have abstained from voting on this
resolution;(3) The Directors (including the Independent Directors) considered that the
above-mentioned transaction was conducted on normal business terms and in the
ordinary course of business of the Company, and the relevant transaction was fair,
reasonable and in the interests of the shareholders of the Company as a whole;
(4) Pursuant to the requirements of the Listing Rules, the Board agreed to table the
entrusted loan matter to the general meeting for shareholders' consideration and
approval. CDC, a connected shareholder, and its associates are required to abstain
from voting at the relevant general meeting. For details in relation to this transaction,
please refer to the separate connected transaction announcement published by the
Company on the same day.
2 The "Resolution on the Capital Contribution to the 49% Equity Interests in Datang
Fuel Company by Group Fuel Company" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from voting
(1) The Board agreed to the equity participation of Datang Power Fuel Co., Ltd. ("Group
Fuel Company"), a wholly-owned subsidiary of CDC, in the capital increase and share
capital enlargement plan of Beijing Datang Fuel Co., Ltd. ("Datang Fuel Company"),
a wholly-owned subsidiary of the Company, by making a capital contribution
representing an equity investment of 49% amounting to approximately RMB557
million. Upon completion of the capital increase and the share capital enlargement, the
shareholdings of the shareholders of Datang Fuel Company will be adjusted so that the
Company will hold 51% equity interests (formerly 100%) and Group Fuel Company
will hold 49% equity interests;
(2) Since CDC is a controlling shareholder of the Company, and Group Fuel Company is a
wholly-owned subsidiary of the Company, the above-mentioned capital increase and
share capital enlargement constitutes a connected transaction of the Company.
Connected directors have abstained from voting on this resolution;(3) The Directors (including the Independent Directors) considered that the
above-mentioned transaction was conducted on normal business terms and in the
ordinary course of business of the Company, and the relevant transaction was fair,
reasonable and in the interests of the shareholders of the Company as a whole;
(4) Pursuant to the requirements of the Listing Rules, such capital increase and share
capital enlargement is required to be tabled to the general meeting for shareholders'
consideration and approval. CDC, a connected shareholder, and its associates are
required to abstain from voting at the relevant general meeting. For details in relation
to this transaction, please refer to the separate connected and discloseable transaction
announcement published by the Company on the same day.
Pursuant to the requirements of the Listing Rules, the above-mentioned two resolutions are
required to be tabled to the general meeting of the Company for shareholders' consideration
and approval. The notice of general meeting will be announced separately upon confirmation
of the timing of the general meeting.
By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 12 October 2011
As at the date of this announcement, the directors of the Company are: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang,
Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*,
Jiang Guohua*
* Independent non-executive directors
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