Resolutions of the Board of D

RNS Number : 5226X

Datang Intl Power Generation Co Ld

17 August 2009

 



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DATANG INTERNATIONAL POWER GENERATION CO., LTD.

(a sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 991)

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 twenty-seventh meeting (the 'Meeting') of the sixth session of the Board of Datang International Power Generation Co., Ltd. (the 'Company') was held at the conference room of 16/F, head office of the Company, No. 9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of China (the 'PRC') on 14 August 2009 (Friday). The written notice of the Meeting was despatched to all Directors on 31 July 2009. There were 15 Directors eligible for attending the Meeting and 12 of them attended the Meeting. Ms. Guan Tiangang, Mr. Yu Changchun and Mr. Xia Qing, being Directors of the Company, were absent from the Meeting due to business engagement and have delegated Mr. Liu Haixia, Mr. Liu Chaoan and Mr. Li Hengyuan, being Directors of the Company, to attend the Meeting on their behalf and exercise their voting rights respectively. The Meeting was held in compliance with the provisions stipulated in the Company Law of the PRC and the articles of association of the Company. The Meeting was lawful and valid. There were 4 supervisors of the Company present at the Meeting. The Meeting was chaired by Mr. Zhai Ruoyu, the Chairman of the Company. The following resolutions were approved unanimously by the Directors and their authorised proxies attending the Meeting through voting by a show of hands at the Meeting:

• The 'Explanation on the Publication of the 2009 Interim Results' was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained in voting.

The Board agreed the Company to publish the 2009 interim report, the summary of the 2009 interim report and the announcement of 2009 interim results.

2.   The 'Resolution on the Increase in Capital Contribution in China Datang Finance Co., Ltd.' was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained in voting.

The Board agreed the Company to increase its capital contribution of RMB100 million to China Datang Finance Co., Ltd. ('Datang Finance Company') in proportion to its existing shareholding in Datang Finance Company (20%). Upon the completion of the increase in capital contribution, the Company's shareholding in Datang Finance Company remains as 20%.

China Datang Corporation ('CDC') holds approximately 52.50% of the shares of Datang Finance Company, while CDC and its subsidiaries hold a total of approximately 35.60% of the issued share capital of the Company. The increase in capital contribution in Datang Finance Company by the Company will constitute a connected transaction of the Company. Connected Directors have abstained from voting on the above-mentioned connected transaction. 

The non-connected Directors and the independent non-executive Directors are of the view that the above-mentioned connected transaction is conducted on normal commercial terms and is in the ordinary course of business of the Company. The independent non-executive Directors are of the view that the above-mentioned connected transaction is fair and reasonable and is in the interests of the Company and the shareholders as a whole.

For details of the Company's increase in capital contribution to Datang Finance Company, please refer to the announcement on connected transaction published on the websites of the Shanghai Stock Exchange (http://www.sse.com.cn) and The Stock Exchange of Hong Kong Limited (the 'Stock Exchange') (http://www.hkex.com.hk) on 17 August 2009 by the Company.

3.    The 'Resolution on Appointing China Datang Technologies and Engineering Co., Ltd. to Undertake the Construction of Certain Wind Power Projects of the Company by Contract' was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained in voting.

The Board agreed that Inner Mongolia Datang International Zhuozi Wind Power Company Limited ('Zhuozi Windpower Company'), a wholly-owned subsidiary of the Company, to appoint China Datang Technologies and Engineering Co., Ltd. ('Datang Technologies and Engineering Company') through tendering by invitation to undertake the construction of Phase 4 of the Zhuozi Wind Power Project of the Company by contract. The total contracting amount of the project was approximately RMB382,100,000.

The Board agreed on the major content of the General Contracting Agreement for Phase 4 of the Zhuozi Wind Power Project with a Generating Capacity of 48.75MW ('General Contracting Agreement'). 

CDC, the controlling shareholder of the Company, holds approximately 51% of the shares of Datang Technologies and Engineering Company while CDC and its subsidiaries hold a total of approximately 35.60% of the issued share capital of the Company. Therefore, the entering into the above-mentioned General Contracting Agreement between Zhuozi Windpower Company and Datang Technologies and Engineering Company will constitute a connected transaction of the Company. Connected Directors have abstained from voting on the above-mentioned connected transactions.

The non-connected Directors and the independent non-executive Directors are of the view that the above-mentioned connected transaction is conducted on normal commercial terms and is in the ordinary course of business of Zhuozi Windpower Company. The independent non-executive Directors are of the view that the above-mentioned connected transaction is fair and reasonable and is in the interests of the Company and the shareholders as a whole.

For details of entering into the General Contracting Agreement, please refer to the connected transaction announcement published on the websites of the Shanghai Stock Exchange (http://www.sse.com.cn) and the Stock Exchange (http://www.hkex.com.hk) on 17 August 2009 by the Company.

4.   The 'Resolution on Entrusting China Water Resources and Power to Carry Out Centralised Purchase of Production Materials' was considered and approved.

Voting results: 15 voted in favour, 0 voted against and 0 abstained in voting.

The Board agreed the Company to enter into the Framework Agreement of Centralised Purchase of Materials with China National Water Resources and Electric Power Materials and Equipment Corporation ('China Water Resources and Power').

The Board agreed the Company and its subsidiaries, through China Water Resources and Power, to carry out centralised purchase of production materials including equipment, production spare parts and large consumable materials required for the technological renovation projects within the year of 2009 ('Centralised Purchase'). The purchasing amount of the projects involved in the Centralised Purchase is expected to be approximately RMB246 million.

The Board agreed China Water Resources and Power to collect a management service fee from the Company and its subsidiaries, which amount is equivalent to 1% of the contract purchase amount. Purchase charges will be settled directly between the Company, together with its subsidiaries, and China Water Resources and Power. Total purchase amount is estimated to be approximately RMB248.46 million (including equipment purchase costs and 1% management service fees).

CDC and its subsidiaries hold a total of approximately 35.60% of the issued share capital of the Company. As CDC holds approximately 70.72% of the shares of China Water Resources and Power, China Water Resources and Power is a subsidiary of CDC. Pursuant to the requirements of the Listing Rules, China Water Resources and Power is a connected person of the Company. Therefore, the Centralised Purchase constitutes continuing connected transactions of the Company. Connected Directors have abstained from voting on the above-mentioned continuing connected transactions. 

The non-connected Directors and the independent non-executive Directors are of the view that the above-mentioned continuing connected transactions are conducted on normal commercial terms and are in the ordinary course of business of the Company. The independent non-executive Directors are of the view that the above-mentioned continuing connected transactions are fair and reasonable and are in the interests of the Company and the shareholders as a whole.

Further announcement relating to the details of the purchase agreement will be made in accordance with the Rules of the Shanghai Stock Exchange for the Listing of Securities and the Listing Rules of the Stock Exchange when the purchase agreement is officially entered into between the Company and China Water Resources and Power.

By Order of the Board  

Zhou Gang  

Secretary to the Board 

Beijing, the PRC, 17 August 2009

As at the date of this announcement, the Directors of the Company are:Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, 

Yu Changchun*, Xia Qing* and Li Hengyuan*.

* Independent non-executive Directors

 

END

 

 

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