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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) ANNOUNCEMENT RESOLUTIONS PASSED AT THE 2009 ANNUAL GENERAL MEETING AND CHANGE OF AUDITORS AND PAYMENT OF DIVIDENDS
Datang International Power Generation Co., Ltd. (the "Company") held its 2009 annual general meeting (the "AGM") in the Summer Room, 2/F, Westin Beijing Hotel, 9 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 11 June 2010 (Friday). The convening of the AGM complied with the requirements of the Company Law of the PRC and the articles of association of the Company.
As at the date of the AGM, there were 12,310,037,578 issued shares of the Company in total (the "Shares") entitled to vote for or against all resolutions at the AGM, other than resolutions numbered (6), (7) and (12). Shareholders of the Company or their authorised proxies who attended the AGM or participated in the online voting represented an aggregate of 8,569,810,091 voting Shares, or approximately 69.62% of the total issued Shares of the Company. The AGM was chaired by Mr. Zhai Ruoyu, the Chairman of the board of directors of the Company (the "Board").
China Datang Corporation and its associates, holding 4,317,921,160 Shares and representing approximately 35.08 % of the Shares as at the date of the AGM, were required to and did, abstain from voting on the resolutions numbered (6), (7) and (12) at the AGM. Tianjin Jinneng Investment Company and its associates, holding 1,212,012,600 Shares and representing approximately 9.85% of the Shares as at the date of the AGM, were required to and did, abstain from voting at approving resolution numbered (6) at the AGM.
The following resolutions were passed at the AGM by way of poll:
Ordinary Resolutions Number of Shares Passing For Against Rate (%)
1. The "Report of the Board for the year 8,569,562,490 93,200 99.9989
2009" (including independent non-executive directors report on work) be considered and approved. 2. The "Report of the supervisory 8,569,555,190 79,500 99.9991 committee for the year 2009" be considered and approved.
3. The "Proposal of final accounts for the 8,467,321,361 79,500 99.9991
year 2009" be considered and approved.
4. The "Profit distribution proposal for 8,569,618,090 79,100 99.9991
the year 2009" be considered and approved (Note 1). 5. The "Resolution on provisions of 8,569,555,190 80,700 99.9991 guarantees for financings of Xinyu Power Company, Qian'an Thermal Power Company, Diaobingshan Power Company, Liaoning Wind Power Company and Zhangzhou Wind Power Company" be considered and approved.
6. The "Resolution on capital contribution 4,610,314,030 79,500 99.9983
to the establishment of Fuxin Coal-based Gas Company for constructing Fuxin Coal-based Gas Project" be considered and approved.
7. The "Resolution on adjustment of total 3,398,301,430 79,500 99.9977
investment and capital contribution proposal of Keqi Coal-based Gas Project" be considered and approved.
8. The "Resolution on the appointment of 8,569,555,190 79,500 99.9991
the auditor of the Company for the year 2010" be considered and approved (Note 2) . Special Resolutions 9. The "Proposed amendments to the 8,568,967,190 667,500 99.9922 Articles of Association of the Company" be considered and approved.
10. The "Proposal on Requesting the General 8,317,472,722 233,272,068 97.2719
Meeting to Grant a Mandate to the Board to Issue New Shares Not More Than 20% of Each Class of Shares" be considered and approved.
11. The "Resolution on the fulfillments to 8,566,499,190 3,183,600 99.9629
the conditions for non-public issue of A shares by Datang International Power Generation Co., Ltd." be considered and approved. 12. The "Resolution for non-public issue of A shares" be considered and approved. (1) Share type and par value; 4,607,258,030 3,183,600 99.9309 (2) Issue size; 4,607,258,030 3,183,600 99.9309 (3) Method and timing of issue; 4,607,258,030 3,183,600 99.9309 (4) Target subscribers and subscription 4,607,258,030 3,183,600 99.9309 method; (5) Place of listing; 4,607,258,030 3,183,600 99.9309 (6) Issue price and method of pricing; 4,607,258,030 3,183,600 99.9309 (7) Use of fundraising proceeds; 4,607,258,030 3,183,600 99.9309 (8) Arrangement for the accumulated 4,607,258,030 3,183,600 99.9309 profits; (9) Arrangement for the lock-up period; and 4,607,258,030 3,183,600 99.9309 (10) Effective period for current issue. 4,607,258,030 3,183,600 99.9309
13. The "Resolution on the Feasibility 8,566,499,190 3,135,100 99.9634
Analysis Report on the use of fundraising proceeds under the current non-public issue of A shares" be considered and approved.
14. The "Resolution on the report on the 8,221,968,962 347,075,828 95.9497
previous use of fundraising proceeds" be approved.
15. The "Resolution to the General Meeting 8,566,500,190 3,135,100 99.9634
to authorise the Board to conduct all matters in relation to the current non-public issue of A shares at its discretion" be considered and approved.
Notes:
1. Payment of Dividends
The Company expects that the final dividend of RMB0.07 per share (tax included) will be paid to the shareholders within two months from the conclusion of the AGM
2. Change of Auditors
The Company's domestic and overseas auditors for carrying out the audit work for year 2009 were PricewaterhouseCoopers Zhong Tian CPAs Limited Company and PricewaterhouseCoopers (collectively "PricewaterhouseCoopers CPAs"), respectively. According to the relevant engagement letters, the term of service of PricewaterhouseCoopers CPAs would end on the date of the AGM. RSM China Certified Public Accountants and RSM Nelson Wheeler Certified Public Accountants have been appointed as certified public accountants for carrying out domestic and overseas audit work of the Company for year 2010. PricewaterhouseCoopers confirmed that there are no matters relating to the change of auditors of the Company that need to be brought to the attention of the shareholders of the Company. The Board is not aware of any other matters in respect of the change of auditors of the Company that should be brought to the attention of the shareholders of the Company. The Company hereby expresses gratitude to PricewaterhouseCoopers CPAs for its professional service and support in past years.
3. Unless otherwise defined, the terms used in this announcement shall have
the same meanings as defined in the notice and supplemental notice of the
AGM dated 26 April 2010 and 25 May 2010, respectively.
4. 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 as well as the special resolutions at the AGM.
5. Save as disclosed herein, none of the shareholders of the Company who were
entitled to attend the AGM had to vote only against any of the ordinary resolutions and the special resolutions at the AGM. By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 11 June 2010
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
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