3rd Jul 2007 07:01
Datang Intl Power Generation Co Ld03 July 2007 Datang International Power Generation Co., Ltd. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) RESOLUTIONS PASSED AT THE 2006 ANNUAL GENERAL MEETING Datang International Power Generation Co., Ltd. (the "Company") held its 2006 annual general meeting (the "AGM") at themulti-purpose function room at 3/F, CTS (HK) Grand Metro Park Hotel, No. 338 Guanganmennei Avenue, Xuanwu District,Beijing, the People's Republic of China (the "PRC") on 29 June 2007 (Friday). The convening of the AGM complied with theCompany Law of the PRC and the articles of association of the Company. As at the date of the AGM, there were 5,823,604,031 issued shares of the Company in total (the "Shares") entitled tovote for or against all resolutions at the AGM (except Ordinary Resolution 6). Shareholders of the Company or theirauthorised proxies who attended the AGM represented an aggregate of 4,513,190,168 voting shares or approximately 77.50%of the total 5,823,604,031 issued shares of the Company. The AGM was chaired by Mr. Zhai Ruoyu, the chairman of theboard of directors of the Company (the "Board"). Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, China DatangCorporation, which held 1,979,620,580 Shares of the Company, is a connected person in relation to the transaction inOrdinary Resolution 6. Accordingly, it was required to abstain from voting on Ordinary Resolution 6 at the AGM and itdid abstain from voting on Ordinary Resolution 6 at the AGM. The following resolutions were passed at the AGM through voting by a poll: Ordinary Resolutions Number of Shares Passing Rate For Against (%)1. The report of the Board for the 4,460,882,359 0 100year 2006 be approved2. The report of the supervisory 4,460,882,359 0 100committee of the Company for the year 2006 beapproved3. The financial report of the 4,460,882,359 0 100Company for the year 2006 be approved4. The profit distribution plan for 4,513,190,168 0 100the year 2006 be approved5. The re-appointment of PricewaterhouseCoopers 4,512,756,168 434,000 99.99Zhong Tian CPAs Co, Ltd. ("PwC Zhong Tian"), andPricewaterhouseCoopers Certified PublicAccountants, Hong Kong ("PwC") as the Company'sdomestic and international auditors, respectively,and to fix their remunerations be approved6. The "Financial Services 2,199,371,360 333,616,228 86.83Agreement" entered with China Datang CorporationFinance Company be approved (Note 4)7. The composition of the sixthsession of the Board be approved (Note 5)(i) Mr. Zhai Ruoyu be elected non-executive 4,498,462,851 2,023,700 99.96director of the Company(ii) Mr. Zhang Yi be elected executive director of 4,499,904,551 582,000 99.99the Company(iii) Mr. Hu Shengmu be elected non-executive 4,495,766,851 4,719,700 99.90director of the Company(iv) Mr. Fang Qinghai be elected non-executive 4,498,462,851 2,023,700 99.96director of the Company(v) Mr. Liu Haixia be elected non-executive 4,469,034,231 582,000 99.99director of the Company(vi) Ms. Guan Tiangang be elected non-executive 4,485,121,625 16,140,926 99.64director of the Company(vii) Mr. Su Tiegang be elected non-executive 4,489,366,851 2,023,700 99.95director of the Company(viii) Mr. Ye Yonghui be elected non-executive 4,478,995,625 12,394,926 99.72director of the Company(ix) Mr. Li Gengsheng be elected non-executive 4,490,140,551 1,250,000 99.97director of the Company(x) Mr. Xie Songlin be elected independent 4,491,390,551 0 100non-executive director of the Company(xi) Mr. Liu Chaoan be elected independent 4,491,390,551 0 100non-executive director of the Company(xii) Mr. Yu Changchun be elected independent 4,491,390,551 0 100non-executive director of the Company(xiii) Mr. Xia Qing be elected independent 4,491,390,551 0 100non-executive director of the Company8. The composition of the sixthsession of the supervisory committee be approved(Note 5)(i) Mr. Zhang Wantuo be elected supervisor of the 4,513,112,168 0 100Company(ii) Mr. Fu Guoqiang be elected supervisor of the 4,513,112,168 0 100Company9. The remuneration proposal for the 4,496,698,168 0 100independent non-executive directors of the Companybe approved10. Mr. Zhou Gang be a member of sixth session of 4,436,881,097 58,983,071 98.69the Board be approved, and Mr. Zhou Gang beelected executive director of the Company Special Resolutions 1. The "Order of Meeting for the General 4,267,652,145 0 100Meeting of Datang International Power GenerationCo., Ltd." (Note 6) be approved, thereby approvingit to form part of the appendices to the articlesof association of the Company2. The "Order of Meeting for the Board of 4,480,346,111 0 100Directors of Datang International Power GenerationCo., Ltd." (Note 6) be approved, therebyapproving it to form part of the appendices to thearticles of association of the Company3. The "Order of Meeting for the Supervisory 4,480,346,111 0 100Committee of Datang International Power GenerationCo., Ltd" (Note 6) be approved, thereby approvingit to form part of the appendices to the articlesof association of the Company4 The proposal on share capital expansion by 4,480,346,111 0 100utilising the capital reserve fund be approved By Order of the Board Zhai Ruyou Chairman Beijing, the PRC, 29 June 2007 Note: 1. Unless otherwise defined, the terms used herein shall have the same meanings as defined in the circular dated 15 May2007 and the announcement dated 15 May 2007. 2. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as thescrutineer for the vote-takings of the ordinary resolutions as well as the special resolutions at the AGM. 3. Save as disclosed herein, none of the shareholders of the Company who were entitled to attend the AGM had to voteonly against the ordinary resolutions and the special resolutions at the AGM. 4. For details of Ordinary Resolution 6, please refer to the announcement published by the Company on 10 May 2007. 5. Profiles for the sixth session of the supervisory committee and the sixth session of the Board are as follows: Members of the Board: Zhai Ruoyu, aged 60, graduated from the Economic Management Department of Liaoning University, is a professor-grade senior engineer. He is currently Chairman of the Company and President of the China Datang Corporation ("CDC"). Mr. Zhai had been working at the Liaoning Power Plant since 1966 and had held various positions including Deputy Director and Director. Since 1992, Mr. Zhai had held various positions including Deputy Chief of the Security and Environmental Protection Division of the Ministry of Energy of the PRC, Deputy Director and Director of the Supervisory Bureau of the PRC Ministry of Power Industry, as well as Head of General Office of the State Power Corporation of the PRC Ministry of Power Industry. In March 1999, Mr. Zhai took up the position of President of the Northeast Branch of the State Power Corporation. He was appointed as President of North China Power Group Company in December 2000. He became President of the CDC in December 2002. In January 2003, Mr. Zhai was appointed a delegate to the 10th National People's Congress. With 40 years' experience in the power industry, Mr. Zhai has long been engaged in the fields of power production, production technology management, administration and operations management. He has extensive experience with specific expertise in power generation and operations management. Zhang Yi, aged 59, is a post-graduate of North China Power College majoring in thermal engineering and a professor-grade senior engineer. He is currently the Vice Chairman and the President of the Company. Mr. Zhang joined North China Power Corporation in 1982. He had held various positions including Head of the Thermal Engineering Office and Deputy Director of the North China Power Laboratory, Deputy Head of the North China Power Institute, and Plant Manager of the Tianjin Dagang Power Plant. Mr. Zhang was the Deputy Chief Engineer and Manager of the Production Technology Department of North China Power Group Company in 1997. He joined the Company as Vice President in December 1998, and became the Vice Chairman and President of the Company in March 2003. Mr. Zhang is a government-sponsored expert designated by the State Council. Hu Shengmu, aged 46, university graduate, is a senior accountant. He is currently the Chief Accountant of the CDC. Mr. Hu joined North China Power Corporation as he worked in Beijing Power Supply Bureau in 1981. He had been the Deputy Head and the Deputy Manager of the Finance Department of the North China Power Administration Bureau (North China Power Group Company, "NCPGC"), the Chief Accountant and Financial Manager of the Company and the Chief Accountant of NCPGC. Mr. Hu was appointed Chief Accountant of the CDC in January 2003. Mr. Hu has been involved in financial management of power system for over 20 years. He is knowledgeable in financial management and has extensive experience in financial management practices. Fang Qinghai, aged 53, post-graduate, is a senior engineer. He is currently the Head of the Planning, Investment and Financing Department of the CDC. Mr. Fang joined Anshan Power Plant in 1974 and since then took up various positions including Deputy Head of the Communist Party Committee Office of Anshan Power Plant, Division Chief of the Production Planning Division, the Planning Department of Northeast Power Administration Bureau, Engineer Head of the Planning Department, Deputy Head and Head of the Development and Planning Department of the 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 the CDC in April 2005, and has become Head of the Planning, Investment Planning Department of the CDC since November 2006. Mr. Fang has been working with the power system for many years and is well experienced in power generation and operation. Zhou Gang, aged 43, graduated from East China Institute of Water Conservancy (currently known as Hehai University), is a senior engineer. He is currently Deputy General Manager of the Company. Mr. Zhou worked for China National Water Resources & Electric Power Materials & Equipment Corporation as 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 manager of its Shanghai company as well as Deputy Director of the International Cooperation Division of the General Manager's Off ice of CDC. Mr. Zhou has extensive experience in international cooperation, power resources management and power generation enterprise operation and management. Liu Haixia, aged 45, 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 Assistant to President 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 and Assistant to Manager and Deputy Manager. He had 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. 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. Mr. Liu is also the Chairman of Beijing Jingneng Thermal Power Co. Ltd. Guan Tiangang, aged 39, graduated from North China Power College majoring in thermal dynamics and possesses a master degree in Finance from the Renmin University of China. She is a senior engineer and currently the Vice President and the Secretary to the Board of Directors of Beijing Jingneng International Energy Company Limited. Ms. Guan started her career in 1990, and had worked as a teacher in Shijingshan Thermal Power Plant Education Centre and as Project Manager of Beijing International Power Development and Investment Company. She became the Manager of the Power Generation and Operation Department of Beijing Energy Investment (Group) Company since December 2004. Since February 2007, she has been the Vice President and the Secretary to the Board of Directors of Beijing Jingneng International Energy Company Limited. 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. Ms. Guan is also the Director of Beijing Jingneng Thermal Power Co. Ltd. Su Tiegang, aged 59, university graduate, is a senior engineer. He is currently the Vice President of Hebei Construction Investment Company. He started his career in 1968 and had worked in the Provincial Construction Commission of Qinghai and Qinghai No. 3 Construction Engineering Company. Mr. Su became Head of the Project Office of Hebei Construction Investment Company in 1989. In 1991, he served in Hebei Provincial Planning Committee as Head of the Investment Department. He has become Vice President of Hebei Construction Investment Company since December 1995. With his long-standing involvement in corporate and planning management, Mr. Su is well experienced in corporate management and industrial planning and investment. Ye Yonghui, aged 54, is presently the Deputy Chief Economist and Manager of the Energy Business Department of Hebei Construction Investment Company. 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 August 1999 to date, he has been the Manager of the Energy Branch and the Manager of the Energy Business Department of Hebei Construction Investment Company. With his long-standing involvement in corporate and planning management, Mr. Ye has acquired extensive experience in corporate management and industrial planning and investment. Mr. Ye is also the Director of Hebei Jiantou Energy Investment Company Ltd. Li Gengsheng, aged 46, MBA, graduated from Northeast Power College with a bachelor's degree in thermal dynamic and from China Europe International Business School with a research MBA degree. Mr. Li is a professor-grade senior engineer and he is currently the general manager of Tianjin Jinneng Investment Company. Mr. Li joined Hebei Electric Construction Company in 1983, and subsequently worked as assistant supervisor of the Thermal Control Office of 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. Xie Songlin*, aged 65, graduated from the Department of Dynamics at Shannxi Industrial University (currently as Xi'an Jiaotong University) majoring in power generation. He is a Senior Economist and currently holds the position of committee member of Chinese People's Political Consultative Conference and Senior Consultant of the State Grid Corporation of China. Mr. Xie started his career in 1965. He had worked as technician at the Xinjiang Prospecting and Design Institute for Hydropower; Engineer, Chief of the Bio-tech Department and then Director of the Hunan Yiyang Power Industry Bureau. In 1979, he was appointed Deputy Director of Hunan Power Industry Bureau and Deputy Director of the Central China Power Management Bureau. In 1992, he was appointed as Director of the Audit Bureau of the Ministry of Energy. In 1993, he was appointed Chief of the Economic Adjustment Division of the Ministry of Power. In 1997, he was appointed Chief Economist of the State Power Corporation, Chief of the General Management Division of the Ministry of Power and Manager of the Finance and Assets Operation Department. In 1999, he was Chief Accountant of the State Power Corporation, and became its Vice President in June 1999. He has been a Consultant of the State Grid Corporation of China since 2003. Mr. Xie has long been engaged in the production and management work in the power industry. He has extensive experience in power generation and management. Mr. Xie is also an Independent Director of Dongfang Electrical Machinery Company Limited. Liu Chaoan*, aged 51, graduated from the Geological Institute of Jilin University. Mr. Liu is a professor-grade senior engineer, currently Chairman of North China Power Engineering (Beijing) Co., Ltd. Mr. Liu worked as a technician at the Beijing Power Design Institute in 1980, and subsequently had been the Professional Section Chief, Deputy Chief and Assistant to Director at the North China Power Design Institute. He had been Vice President of North China Design Institute Engineering Company Limited of the State Power Corporation since 2000 and has been Chairman of North China Power Engineering (Beijing) Co., Ltd. since 2006. Mr. Liu has extensive experience in engineering design and geological prospecting of the power industry. Yu Changchun*, aged 55, holds a PhD degree in economics from the Tianjin University of Finance and Economics. He is currently Head of the Education Department, Professor of Accounting and an Advisor to postgraduates at the Beijing State Accounting Institute. Mr. Yu taught at the Jilin Institute of Finance and Commerce upon graduation from the same institute in 1978 and subsequently obtained a master degree in economics from Shanghai Social Science Institute and a PhD degree in economics from Tianjin University of Finance and Economics. He was Department Head, Professor and Advisor to postgraduates at the Department of Accounting at the Changchun Institute of Taxation in 1995. He carried out post-doctoral researches in the Financial and Economics Research Institute at the China Academy of Social Sciences in 1997 and worked with the Beijing State Accounting Institute in 1999. Mr. Yu has been engaged in theoretical and practical researches in the areas of Economics and Accounting for many years. The scientific research topics conducted and completed by Mr. Yu have been awarded for a number of Outstanding Achievements at the Ministry (Provincial) Level. He was granted a specific subsidy from the State Council in 1997. Mr. Yu is also an Independent Director of China National Complete Plant Import & Export Corp. Ltd., Daqin Railway Co. Ltd. and China National Software Co. Ltd. Xia Qing*, aged 50, is a graduate of Tsinghua University with a PhD degree in Mechanical and Electrical Engineering. He is a professor and a supervisor for PhD students as well as Head of the Research Institute of Economic and Information Technology for Power of the Electrical Engineering Department at Tsinghua University. He was awarded a PhD degree by Tsinghua University in 1989, with major research direction focusing on the power market, power system planning, information technology and economic theories. From March 1996 to March 1997, he was a visiting scholar funded by The Royal Society of the United Kingdom and was engaged in the research of power markets in the United Kingdom. Mr. Xia has conducted a number of researches on topics including the power market, power resources planning, power demand forecasts and power regulatory issues. He has also been involved in power market design for the four major regions in the PRC. He is a PRC advisor for Asian Development Bank projects, part-time professor of the Communist Party schools of the States Grid Corporation of China and China Power Investment Company, and an advisor to the South China Power Grid. Mr. Xia is also the Independent Director of Yunnan Wenshan Electric Power Co. Ltd. The term of the appointment of each of the aforesaid directors will be three years from 1 July 2007 to 30 June 2010. As at the date of this announcement, none of the above directors (save and except Mr. Fang Qinghai who held and beneficially owned 1,000 A shares of the Company), have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the "SFO"). None of them has been subject to any public sanctions by statutory or regulatory authority. According to the resolution of the 2006 AGM, the independent non-executive director of the Company of the sixth session of the Board (with the term being from 1 July 2007 to 30 June 2010) will be entitled to the annual remuneration of RMB60,000 (after taxation). 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 or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the appointment of the above directors 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) of the Listing Rules. Note: *denotes the Company's independent non-executive directors Members of the Supervisory Committee: Zhang Wantuo, aged 60, graduated from the Tianjin University of Finance and Economics, senior economist, presently VicePresident of Tianjin Jinneng Investment Company and Vice Chairman of the Supervisory Committee of the Company. Mr. Zhangstarted his career in 1970 in Tianjin Teachers Institute. He had been a cadre member, Deputy Director and Director ofthe Energy Department of Tianjin Municipal Planning Committee since March 1981. In February 1999, he became VicePresident of Tianjin Jinneng Investment Company. With his longstanding involvement in energy planning and planningmanagement, Mr. Zhang has acquired extensive experience in corporate management and power planning and investment. Fu Guoqiang, aged 44, university graduate, is a senior accountant, PRC certified public accountant. Mr. Fu is the Headof the Finance and Assets Management Department of the CDC. He was the Head of the Finance and Assets ManagementDepartment of Hebei Power Company, Manager of the Finance Department of NCPGC and Deputy Head of the Finance and AssetsManagement Department of the CDC. Mr. Fu has been the Head of the Finance and Assets Management Department of the CDCsince December 2003. Mr. Fu has been engaged in finance management in power system for an extensive period and hasaccumulated extensive experience in practice and management. Mr. Fu is also the Director of Guangxi Guiguan ElectricPower Co. Ltd. Mr. Zhang Jie and Mr. Shi Xiaofan have been elected as supervisors representing staff by the Staff RepresentativeCongress. The profiles of Mr. Zhang and Mr. Shi are set out as follows: Zhang Jie, aged 58, graduated from the Central Communist Party School majoring in political theories. Mr. Zhang is asenior economist and Chairman of the Supervisory Committee of the Company. He started his career in 1968 and joined thePower Corporation in 1973. Mr. Zhang had held positions including Deputy Head of the Publicity Division, Deputy Directorof the Maintenance Office and General Secretary to Party Committee of Datong General Power Plant and Chairman of theStaff Union of Datong Second Power Plant. He worked in Chengde Power Supply Company as Secretary to Party Committee in1994 and in Beijing Power Supply Company (Power Supply Bureau) as Deputy Secretary to Party Committee in January 1995.Mr. Zhang has been Chairman of the Supervisory Committee of the Company since December 2000. Mr. Zhang has long beenengaged in management work at power enterprises and has extensive experience in administrative management. Shi Xiaofan, aged 55, tertiary graduate, is a senior economist. He is presently the Assistant to President and the Headof the Human Resources Department of the Company. Mr. Shi had worked in NCPGC as Head of the Personnel Department. Hebecame Head of the Human Resources Department of the Company in 1996 and Assistant to President and Head of the HumanResources Department of the Company in March 2003. Mr. Shi is well-experienced in human resources development andmanagement in the power industry and is well experienced in the management of human resources in the sector. The term of the appointment of the above supervisors will be three years from 1 July 2007 to 30 June 2010. As at thedate of this announcement, none of the above supervisors or supervisors representing staff have any interest in theshares of the Company within the meaning of Part XV of the SFO. They have not been subjected to any public sanctions bystatutory or regulatory authority. Save as disclosed above, the above members of supervisors or supervisors representing staff have not held anydirectorships in any public listed companies in the past three years and are not connected with any directors, seniormanagement or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Save asdisclosed above, there are no other matters concerning the appointment of the above supervisors or appointed supervisorsrepresenting the staff that need to be brought to the attention of the shareholders and the Stock Exchange and there areno other matters which shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules. 6. For details of the Order of Meeting for the General Meeting, the Order of Meeting for the Board of Directors and theOrder of Meeting for the Supervisory Committee of the Company, please refer to the circular published by the Companydated 15 May 2007. As at the date of this announcement, the Directors of the Company are: Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, TongYunshang, Xie Songlin*, Xu Daping*, Liu Chaoan*, Yu Changchun* and Xia Qing* * Independent non-executive Directors An announcement containing details of the above matter is available for viewing on the website of Hong Kong Exchangesand Clearing Limited at http://www.hkex.com.hk under "Latest Listed Company Information" and the website of DatangInternational Power Generation Co., Ltd. at http://www.dtpower.com.ong This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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