Announcement on Resolutions on the Board of Dir...

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) 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 contents of this announcement. This announcement is made pursuant to Rule 13.10(B) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The thirty-fifth meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held at the meeting room of 5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 25 March 2013 (Monday). The written notice of the Meeting was dispatched to all Directors on 13 March 2013. There were 15 Directors eligible for attending the Meeting and 13 of them attended the Meeting. Directors Mr. Liu Shunda and Mr. Zhao Zunlian were unable to attend to the Meeting in person due to business engagements, and they had authorised Directors Mr. Cao Jingshan and Mr. Li Yanmeng, respectively, to attend the Meeting and vote on their behalves. The Meeting was in compliance with the provisions stipulated in the "Company Law" and the "Articles of Association of Datang International Power Generation Co., Ltd." (the "Articles of Association") and was lawful and valid. The three supervisors of the Company were present at the Meeting. Mr. Cao Jingshan, the vice chairman of the Company, presided over the Meeting. The following resolutions were approved unanimously by the attending Directors and their authorised proxies by way of voting by show of hands at the Meeting: 1. "The Report of the President" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 2. "The Report of the Board for the Year 2012" (including Independent Directors' Report on Work) was considered and approved; and the same was agreed to be submitted to the 2012 annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 3. The "Report of Final Accountsfor the Year 2012" was considered and approved; and the same was agreedto be submitted to the 2012annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 4. The "2012Profit Distribution Proposal" was considered and approved; and the same was agreed to be submittedto the 2012annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained. As audited by RSM China Certified Public Accountants (Special Ordinary Partnership) and RSM Nelson Wheeler, for the year ended 31 December 2012, net profit attributable to equity holders of the Company amounted to approximately RMB4,007.82 million under PRC Accounting Standards for Business Enterprises ("PRC Accounting Standards") and RMB4,062.27 million under International Financial Reporting Standards, respectively. The Company withdrew 10% of the net profit of the parent company under PRC Accounting Standards as statutory surplus reserve fund amounting to approximately RMB270.83 million for the year 2012. The Company's profit distribution proposal for the year 2012 is as follows: Based on the Company's total share capital (as at 31 December 2012, the Company's total share capital was 13,310,037,578 shares), the Company proposes to distribute a dividend of RMB0.10 per share (tax included) to all shareholders and the total amount of the proposed dividends to be distributed is approximately RMB1,331 million. 5. The "Explanation on 2012 Connected Transactions" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. 1. Agreed on the "Explanation on 2012 Connected Transactions". The Directors and independent Directors were of the view that the connected transactions of the Company during 2012 were conducted on normal commercial terms and in the ordinary course of business of the Company, and the connected transactions were fair, reasonable and in the interests of the shareholders of the Company as a whole. 2. The Board agreed the Company to surrender the right of first refusal to acquire the equity interest in Ganzi Hydropower Company: The equity structure of Sichuan Datang International Ganzi Hydropower Development Co., Ltd., ("Ganzi Hydropower Company"), a subsidiary of the Company, was as follows: 52.5% of the equity interest was held by the Company, 27.5% of the equity interest was held by China Datang Corporationn ("CDC") and 20% of the equity interest was held by Ganzi County Gantou Hydropower Development Company Limited ("Gantou Hydropower"). Before the end of 2012, CDC entered into the "Advanced Capital Agreement" with Gantou Hydropower. Pursuant to the agreement, CDC agreed to contribute capital in the sum of RMB315.01 million to Ganzi Hydropower Company on behalf of Gantou Hydropower. Since Gantou Hydropower failed to repay the advanced capital and interest to CDC within the agreed time frame, CDC shall take over Gantou Hydropower's corresponding 19.38% equity interest in Ganzi Hydropower Company in respect of the advanced capital. As at the date of this announcement, Ganzi Hydropower Company has not yet conducted the verification of the registered capital and the procedures in relation to the change of registration. As the Advanced Capital Agreement and the transaction thereunder are able to ensure the shareholders of Ganzi Hydropower Company to fulfill their responsibilities in making proportional capital contribution, to meet the capital needs of the construction project and facilitate the smooth construction and operation of Ganzi Hydropower Company, and the change of the equity holding structure would not change the Company's control in Ganzi Hydropower Company, the Board approved the Company to surrender the right of first refusal to acquire the equity interest in Ganzi Hydropower Company. Pursuant to the Listing Rules and relevant regulations, the surrender of the right of first refusal to acquire the equity interest in Ganzi Hydropower Company constitutes a connected transaction of the Company, and the connected Directors have abstained from voting in respect of this resolution. The Company will issue a letter on its surrender of the right of first refusal to acquire the equity interest in Ganzi Hydropower Company. The Company will issue a separate announcement after the letter is issued. 6. The "Explanation on the Appropriationof the Company's fund by aControlling Shareholderand Other ConnectedParties" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. Directors (including independent Directors) confirmed the audit findings, which was conducted by the Company's auditors RSM China Certified Public Accountants (Special Ordinary Partnership), in respect of the "Appropriation of the Company's Funds by a Controlling Shareholder and Other Connected Parties", and confirmed that there was no appropriation of the Company's funds by the Company's controlling shareholder and other connected parties for non-operating purpose during the year. 7. The "Self-assessment Report on Internal Control in 2012" was considered and approved. The"Self-assessmentReport on Internal Controlin 2012" was agreed to be published. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 8. The "Resolution on the Social Responsibility Report for the Year 2012" was considered and approved. The"Social Responsibility Report for the Year 2012" was agreed to be published. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 9. The "2012Annual Report, Summary of the Annual Report and Results Announcement" were considered and approved. The2012Annual Report, Summary of Annual Report and Results Announcementwere agreed to be published. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 10. The "Resolution on the Appointment of RSM as the Auditor of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board agreed to re-appoint RSM China Certified Public Accountants (Special Ordinary Partnership) and RSM Nelson Wheeler Certified Public Accounts (Hong Kong) as certified public accountants for carrying out the domestic and overseas auditing work of the Company, respectively, for the year 2013. The appointment term is one year. The Board agreed to submit the above-mentioned resolution to the 2012 annual general meeting for shareholders' consideration. 11. The "Resolution on the Provision of a Guarantee for the Financing of Certain Subsidiaries of Datang International" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) The Board approved the Company to provide a guarantee to Gansu Datang International Liancheng Power Generation Company., Ltd. ("Liancheng Power Generation Company") , a subsidiary of the Company, covering the full amount of Liangcheng Power Generation Company's financing based on its actual needs. The guarantee amount shall not exceed RMB620 million and shall be used for the replacement of due loans and the construction of denitration project. (2) The Board approved the Company to provide a guarantee to Jiangxi Datang International Xinyu Power Generation Company., Ltd. ("Xinyu Power Generation Company"), a wholly-owned subsidiary of the Company, covering the full amount of Xinyu Power Generation Company's financing based on its actual needs. The guarantee amount shall not exceed RMB265 million and shall be used for the replacement of due loans and the replenishment of liquid capital. (3) The Board approved the Company to provide a guarantee, in proportion to its equity holding (50%), to Hebei Yuzhou Energy Integrated Development Company Ltd.,("Yuzhou Energy Company), a joint venture company, for Yuzhou Energy Company's financing based on its actual needs. The guarantee amount shall not exceed RMB519.15 million and shall be used for the replacement of due loans and the project construction. (4) The Board approved the Company to provide a guarantee, in proportion to its shareholding (50%), to Ningxia Datang International Daba Power Generation Company., Ltd. ("Daba Power Generation Company"), a subsidiary of the Company, for Daba Power Generation Company's financing based on its actual needs. The guarantee amount shall not exceed RMB100 million and shall be used for the replacement of due loans and the replenishment of liquid capital. (5) Pursuant to the Listing Rules of the Shanghai Stock Exchange, the provision of guarantees to Liancheng Power Generation Company, Xinyu Power Generation Company and Daba Power Generation Company for their financing shall be submitted to the general meeting for shareholders' consideration and approval. The Company will issue a separate announcement after the terms of the above-mentioned guarantee agreements are determined. 12. The "Resolution on the Engagement in Finance Lease Business of Certain Subsidiaries of Datang International" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company"), a subsidiary of the Company, to enter into finance lease contracts with finance lease company(ies) of commercial bank(s) or Datang Financial Leasing Co. Ltd. ("Datang Leasing Company"), a controlled subsidiary of CDC, on a seperate basis to commence finance lease business. The aggregate principal amount of the finance lease shall not exceed RMB1,500 million, and shall be used for replenishment of liquid capital and the repayment of the principal and interests of due loans for Duolun Coal Chemical Company; (2) The Board approved Yunnan Datang International Lixianjiang Hydropower Development Company Limited ("Lixianjinag Hydropower Company"), a subsidiary of the Company, to enter into finance lease contracts with finance lease company(ies) of commercial bank(s) or Datang Leasing Company on a separate basis. The aggregate principal amount of the finance lease shall not exceed RMB1,100 million, and shall be used for replenishing liquid capital and repaying the principal and interests of due loans for Lixianjinag Hydropower Company; As Datang Leasing Company is a subsidiary of CDC, a controlling shareholder of the Company, Datang Leasing Company is therefore a connected person of the Company. Considering that the above two finance lease businesses would constitute connected transactions of the Company if one of the contracting parties is Datang Leasing Company, the connected Directors have abstained from voting in respect of this resolution; The Directors (including independent 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 connected transactions were fair, reasonable and in the interests of the shareholders of the Company as a whole. The Company will issue a separate announcement pursuant to the Listing Rules (if applicable), after the above-mentioned finance lease agreements are signed. 13. The "Resolution on Appointing CWEME to Carry out Centralized Procurement of Project Construction Materials" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved the Company to enter into a "Framework Contract for the Procurement of Construction Materials" with China National Water Resources & Electric Power Materials & Equipment Co., Ltd. ("CWEME"). The term of the contract is from 1 January 2013 to 31 December 2013; (2) The Board approved that the Company and its subsidiaries shall carry out centralized procurement of project construction materials through CWEME during the term of the contract. The maximum amount of the procurement of the relevant project(s)(administration fee included) is expected to be approximately RMB800 million; (3) The Board approved that CWEME shall charge administration fee from the Company and its subsidiaries. The supply price will not be higher than the average market price and the administration fee will be on terms no less favorable to the Group than terms available to or from independent third parties. The amount of administration fee shall not exceed 6 percent of the amount of the procurement. The Directors (including independent 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 continuing connected transactions were fair, reasonable and in the interests of the shareholders of the Company as a whole. As CWEME is a subsidiary of CDC, a controlling shareholder of the Company, the aforesaid transactions constitute continuing connected transactions of the Company, and the connected Directors have abstained from voting in respect of this resolution. The Company will issue a separate announcement after the relevant contract is entered into. 14. The "Resolution on Fuxin Company Entering into the EPC Contract with Datang Technology Company" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained The Board approved that Liaoning Datang International Fuxin Coal-to-gas Company Ltd ("Fuxin Coal-to-gas Company"), a subsidiary of the Company, entered into the "Organic Biological Wastewater Treatment Process EPC Contract for Liaoning Datang International Fuxin Coal-to-gas Project" ("EPC Contract") with China Datang Technologies and Engineering Co., Ltd. ("Datang Technology Company"), the successful tenderer, in accordance with the result of public tender and evaluation. The consideration of the EPC Contract is RMB108 million. The Directors (including independent Directors) were of the view that the aforesaid transaction were conducted on normal commercial terms and in the ordinary course of business of the Company, and the connected transaction was fair, reasonable and in the interests of the shareholders of the Company as a whole. As Datang Technology Company is a subsidiary of CDC, a controlling shareholder of the Company, the aforesaid transaction constitutes a connected transaction of the Company, the connected Directors have abstained from voting in respect of this resolution. The Company will issue a separate announcement after relevant contracts are signed. 15. The "Resolution on Termination of Investment in the Special Trust Scheme of Zhong Rong Trust-Qiantai Energy" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained As approved at the twenty-second meeting of the seventh session of the Board, the Company appointed Zhongrong International Trust Co., Ltd. ("Zhong Rong Trust") to set up the three-year RMB2,000 million Zhong Rong Trust-Qiantai Special Trust ("Special Trust Scheme"). The Sepcial Trust Scheme was used for the capital increase of Inner Mongolia Qiantai Energy Investment Company Limited under the name of the Zhong Rong Trust for the purpose of integrating the coal mines within Erdos region of Inner Mongolia. The Special Trust Scheme was set up on 10 January 2012 and operated properly. Recently, considering the progress of the integration of coal in Inner Mongolia, the Board approved the Company to terminate the investment in the aforesaid Special Trust Scheme in advance after negotiation and reaching agreement with Zhong Rong Trust to withdraw the principal of investment and corresponding trust income of the Special Trust Scheme. The Company will enter into an agreement with Zhong Rong Trust in respect of the termination and subsequent arrangements. The Company will issue a separate announcement, pursuant to the relevant requirements in Listing Rules, after the relevant agreement is entered into. 16. The "Proposalon Proposing to the General Meeting to Grant a Mandate to the Board to Determinethe Issuance of New Shares of Not More Than 20% of Each Class of Shares" was considered and approved; and the same be submitted to the 2012annual general meeting for consideration. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board agreed to request the general meeting to grant the following mandates to the Board: (1) To propose, subject to the requirements of item (2) of this resolution, to generally and unconditionally authorise the Board to, within 12 months from the date of approval of this resolution at the Company's general meeting, exercise all rights of the Company to authorise, allot or issue, either separately or concurrently, domestic shares (A shares) and overseas-listed foreign shares (H shares) and execute or grant any offers, agreements and arrangements which may require the exercise of such rights; (2) Pursuant to the approval of item (1) of this resolution, the Board may authorise, allot or issue, either separately or concurrently, A shares and H shares with the respective numbers of A shares and H shares to be authorised, allotted or issued, either separately or concurrently, not more than 20% of the respective number of the issued A shares and H shares of the Company; (3) Subject to the restrictions of item (1) and (2) of this resolution, the Board may, within the given limits, determine the respective numbers of A shares and H shares to be authorised, allotted or issued, either separately or concurrently, and (4) Subject to the restrictions of notes (1), (2) and (3) of this resolution and according to the Company's actual condition of the authorisation, allotment or issue of new A shares and new H shares, either separately or concurrently, the Board may increase the registered capital of the Company and make corresponding amendments to Articles 18 and 21 to the "Articles of Association". 17. The "Explanation of the convening of the 2012 Annual General Meeting" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. The Board will hold the 2012 annual general meeting of the Company on or before 30 June 2013. The above-mentioned resolutions numbered 2, 3, 4, 10, 11(1), 11 (2), 11(4) and 16 shall be submitted to the 2012 annual general meeting for consideration and approval. As at the date of this announcement, the exact time of convening of the 2012 annual general meeting has not been confirmed yet. The Board has authorised the Secretary to Board to issue the relevant general meeting notice in due course upon confirmation of the time for the general meeting and other details. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 25 March 2013 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
UK 100

Latest directors dealings