21st Aug 2012 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: 00991) ANNOUNCEMENT RESOLUTIONS PASSED AT THE 2012 FIRST EXTRAORDINARY GENERAL MEETING AND CHANGE OF DIRECTORS Datang International Power Generation Co., Ltd. (the "Company") held its 2012first extraordinary general meeting (the "EGM") at the meeting room of 5/F,InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, thePeople's Republic of China (the "PRC") on 20 August 2012 (Monday). Theconvening of the EGM complied with the requirements of the Company Law of thePRC and the articles of association of the Company.As at the date of the EGM, the total number of issued shares of the Companyentitling the holders of Shares to vote for or against all the resolutions atthe EGM was 13,310,037,578 shares ("Shares"), other than ordinary resolutionnumbered (3). Shareholders of the Company or their authorised proxies whoattended the EGM represented an aggregate of 8,619,245,117 voting shares orapproximately 64.76% of the total issued Shares of the Company. Mr. Liu Shunda,the chairman of the board of directors (the "Board") of the Company presidedover the meeting.
The following resolutions were passed at the EGM by way of poll:
Number of Shares Passing Ordinary Resolutions For Against Rate (%) 1. To consider and approve the "Resolution on the Provision of Guarantee for the Financing ---- ---- of Pengshui Hydropower Development Co., Ltd and Xinyu Power Generation Co., Ltd" 1) to consider and approve the provision of guarantee to Pengshui Hydropower 8,223,971,023 395,274,094 95.41% Development Co., Ltd 2) to consider and approve the provision of guarantee to Xinyu Power Generation Co., 8,619,245,117 0 100% Ltd
2. To consider and approve the "Resolution on ---- ----
the Replacement of Directors of the Company" 1) to consider and approve the appointment of
Mr. Mi Dabin as a Director of the seventh 8,586,167,429 33,077,688 99.62%
session of the Board of the Company 2) to consider and approve the discontinuance
of office of Mr. Su Tiegang as a Director 8,619,245,117 0 100%
of the seventh session of the Board of the Company
3. To consider and approve the "Resolution on
the Provision of Entrusted Loan to Datang 3,958,897,749 398,057,954 90.84%
Inner Mongolia Duolun Coal Chemical Company Limited (including Entrusted Loan Framework Agreement)"Notes:
1. Unless otherwise defined, capitalized terms used in this announcement shall
have the same meanings as defined in the notice of the EGM of the Company
dated 5 July 2012.
2. Computershare Hong Kong Investor Services Limited, the H shares share
registrar of the Company, acted as the scrutineer for the vote-takings of
the ordinary resolutions at the EGM.
3. China Datang Corporation and its associates, holding an aggregate of
4,260,977,414 Shares of the Company carrying voting rights, representing
approximately 49.44% of the Shares of the Company carrying voting rights as
at the date of the EGM, were required to and did abstain from voting on
ordinary resolution numbered (3) at the EGM.
4. Save as disclosed herein, none of the shareholders of the Company who were
entitled to attend the EGM had to vote only against any of the ordinary
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
Rules Governing the Listing of Securities on the Stock Exchange of Hong
Kong Limited (the "Listing Rules").
CHANGE OF DIRECTORS
With effect from 20 August 2012, Mr. Su Tiegang would no longer assume theoffice of being a Director of the Company due to work adjustment. Mr. Su hasconfirmed that he has no disagreement with the Board and there are no mattersrelating to his discontinuance of office as Director that need to be brought tothe attention of the Shanghai Stock Exchange and the Stock Exchange of HongKong Limited (the "Stock Exchange") and the shareholders of the Company.
The Board would like to express gratitude on Mr. Su's contribution towards the development of the Company over the past years.
As approved by the Shareholders at the EGM, Mr. Mi Dabin was appointed as a Director of the seventh session of the Board with effect from 20 August 2012.
The biographical details of Mr. Mi Dabin are set out as follows:-
Mi Dabin, male, aged 44, processes a Master Degree in Power Engineering atNorth China Electric Power University and is a Senior Engineer. Mr. Mi startedworking in Qinhuangdao Thermal Power Plant in 1990, and was the Deputy Directorof Power Generation Department of Qinhuangdao Thermal Power Plant, ChiefEngineer, Deputy General Manager and General Manager of Qinhuangdao PowerGeneration Company Limited, as well as General Manager of Qinhuangdao QinrePower Generation Company Limited, Assistant to General Manager and Head ofProduction and Operation Department of Hebei Construction Investment GroupCompany Limited. Since 2010, he has served as Standing Committee Member ofHebei Construction Investment Group Company Limited, and is currently theGeneral Manager of Qinhuangdao Qinre Power Generation Company Limited. Mr. Mihas long been engaging in the work of power generation, technology, operationand management, that has extensive knowledge and practical experience in powergeneration and operation management.The term of office of Mr. Mi commences from 20 August 2012 and will end on theexpiration of the term of the seventh session of the Board (i.e., 30 June2013). Mr. Mi will not be entitled to any remuneration by being a Director ofthe Company. As at the date of this announcement, Mr. Mi does not have anyinterest in the shares of the Company within the meaning of Part XV of theSecurities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). He hasnot been subjected to any public sanctions by statutory or regulatoryauthority.Mr. Mi has not held any directorships in any public listed companies in thepast three years and has no relationship with any Directors, senior management,substantial or controlling shareholders (as defined in the Listing Rules. Saveas disclosed above, there are no other matters concerning the appointment ofMr. Mi as a Director of the Company that need to be brought to the attention ofthe shareholders and the Stock Exchange and there are no other matters whichshall be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules. By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 20 August 2012
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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors
Related Shares:
Datang Intl H