Datang Intl H Regulatory News (DAT)

21 Jun 2006 07:00

Datang Intl Power Generation Co Ld21 June 2006 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 ANNUAL GENERAL MEETING FOR THE YEAR 2005,the 2006 H Shares Class meeting and the 2006 Domestic Shares Class Meeting Datang International Power Generation Co., Ltd. (the "Company") held its annual general meeting for the year 2005(the "2005 AGM"), the 2006 H Shares Class Meeting and the 2006 Domestic Shares Class Meeting at the Company'sConference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China(the "PRC") on 20 June 2006 (Tuesday). The covening of the 2005 AGM, the 2006 H Shares Class Meeting and the 2006Domestic Shares Class Meeting complied with the Company Law of the PRC and the Articles of Association. There were a total of 5,162,849,000 shares of the Company in issue (the "Shares") as at the date of the 2005 AGMhaving the rights to vote for or against all the resolutions put forward at the 2005 AGM save and except specialresolution 2(b). Shareholders or their authorised proxies attended the 2005 AGM, representing 4,133,656,615 votingshares and approximately 80.07% of the total issued capital of the Company. Each of the 2005 AGM, the 2006 H SharesClass Meeting and the 2006 Domestic Shares Class Meeting was chaired by Mr. Zhai Ruoyu, Chairman of the Board. The following resolutions were considered and passed as ordinary resolutions at the 2005 AGM: 1. the report of the board of directors of the Company (the "Board") for the year 2005 was approved;2. the report of the supervisory committee of the Company for the year 2005 was approved;3. the audited financial statement of the Company for the year 2005 was approved;4. the budget of the Company for the year 2006 was approved;5. the profit distribution plan of the Company for the year 2005 was approved;6. the proposed re-appointment of PricewaterhouseCoopers Zhong Tian Certified Public Accountants Company Limited and PricewaterhouseCoopers as the Company's domestic and international auditors, respectively, and the proposed authorisation granted to the Board to fix their remunerations, were approved; and7. the proposed granting of an conditional authorisation to the Board to consider and approve relevant investment plan(s) of the Company from time to time was approved. The following resolutions were considered and passed as special resolutions at the 2005 AGM: 1. the proposed granting of an unconditional general mandate to the Board to issue, allot and deal with any additional new Shares of up to 20% of the total number of Shares in issue was approved;3. (i) a short-term debenture issuing program of the Company (the "Program"), pursuant to which the Company be authorised to issue short-term debenture with an aggregate principal amount of not more than RMB4 billion during a 12-month period from the date of the shareholders of the Company approving the Program was approved, confirmed and ratified; and (ii) the proposed authorisation granted to any two Directors to determine matters in relation to the Program in accordance with the market conditions and the needs of the Company, including, but not limited to, the final amount of issue, term of maturity, offering method and interest rate, and the proposed authorisation granted to any two Directors to execute all necessary documents and take all necessary actions as are considered necessary or expedient and in the interests of the Company for the purpose of effecting or otherwise in connection with the Program or any matter incidental thereto, were approved. Upon the demand of the chairman of the 2005 AGM, special resolution 2(a) at the 2005 AGM was put to the vote by way ofpoll. The transactions contemplated under special resolution 2(b) at the 2005 AGM constitutes connected transactions ofthe Company under the Listing Rules, and China Datang Corporation and Tianjin Jinneng Investment Company were requiredto abstain from voting in respect of special resolution 2(b) at the 2005 AGM and they did abstain from voting for oragainst such special resolution. Therefore, Shareholders or their authorised proxies who were entitled to attend and tovote for or against special resolution 2(b) at the 2005 AGM represented an aggregate of 2,774,253,800 Shares. Further,special resolution 2(b) at the 2005 AGM was required to the vote by way of poll under the Listing Rules. Each of thespecial resolutions 2(a) and 2(b) at the 2005 AGM was passed and the results of the voting by poll are as follows: Special Resolutions Number of shares Passing rate For Against (%)2. (a) conditional on the passing of the special resolution 4,111,982,615 21,672,000 99.48 numbered 2(b) below, to consider and approve the proposed refreshment of the validity period of all relevant resolutions relating to the A Shares Issue and referred to in special resolution numbered one in the notices of the 2004 EGM and 2004 CSMs dated 6 May 2004 (save for the Private Placement Arrangements) in the same structure and manner and in essentially identical terms as those considered and passed at the 2004 EGM and 2004 CSMs held on 22 June 2004 for a further one year commencing from the date of the passing of this special resolution and the authorisation of the Board to make the final decision, do all acts and sign all such agreements and/or documents as the Board deems necessary for completing the A Shares Issue (save for the Private Placement Arrangements);2 (b) conditional on the passing of the special resolution 1,723,387,415 21,672,000 98.76 numbered 2(a) above, to consider and approve the proposed refreshment of the validity period of the Private Placement Arrangements approved at the 2004 EGM and 2004 CSMs for a further one year commencing from the date of the passing of this special resolution and the authorisation of the Board to make the final decision, do all acts and sign all such agreements and/or documents as the Board deems necessary for completing the Private Placement Arrangements.Each of the above resolutions was formally passed as a special resolution. The holders of H Shares or their authorised proxies attended the 2006 H Shares Class Meeting, representing H Shares424,659,806 voting shares and approximately 29.68% of the Company's total issued H Shares. The voting taken place atthe 2006 H Shares Class Meeting was valid as the Company has complied with the requirements of the Articles ofAssociation to republish notice of the 2006 H Shares Class Meeting on 2 June 2006. The following resolution wasconsidered and passed as special resolution at the 2006 H Shares Class Meeting: THAT the validity period of all relevant resolutions relating to the A Shares Issue and referred to in specialresolution numbered one in the notices of the 2004 EGM and 2004 CSMs dated 6 May 2004 in the same structureand manner and in essentially identical terms as those considered and passed at the 2004 EGM and the 2004 CSMsheld on 22 June 2004 and the authorisation of the Board to make the final decision, do all acts and sign allsuch agreements and/or documents as the Board deems necessary for completing the A Shares Issue be extendedfor a further one year commencing from the date of the passing of this special resolution be and is herebyconsidered and approved. The holders of domestic shares of the Company (the "Domestic Shares") or their authorised proxies attended the 2006Domestic Shares Class Meeting, representing Domestic Shares 3,732,180,000 voting shares and 100% of the Company'stotal issued Domestic Shares. The following resolution was considered and passed as special resolution at the 2006Domestic Shares Class Meeting: THAT the validity period of all relevant resolutions relating to the A Shares Issue and referred to in specialresolution numbered one in the notices of the 2004 EGM and 2004 CSMs dated 6 May 2004 in the same structureand manner and in essentially identical terms as those considered and passed at the 2004 EGM and the 2004 CSMsheld on 22 June 2004 and the authorisation of the Board to make the final decision, do all acts and sign allsuch agreements and/or documents as the Board deems necessary for completing the A Shares Issue be extendedfor a further one year commencing from the date of the passing of this special resolution be and is herebyconsidered and approved. By order of the Board DATANG INTERNATIONAL POWER GENERATION CO., LTD. Yang Hongming Company Secretary Beijing, the PRC, 20 June 2006 Notes: 1. Terms defined in the circular of the Company dated 3 May 2006 shall have the same meanings when used in this announcement unless the context otherwise requires.2. Computershare Hong Kong Investor Services Limited, the H Shares share registrar of the Company, acted as the scrutineer for the vote-taking of special resolutions 2(a) and 2(b) at the 2005 AGM.3. Save as disclosed herein, none of the shareholders of the Company who were entitled to attend the 2005 AGM: (i) has to vote only against the special resolution 2(b) at the 2005 AGM; (ii) had stated in their intention in the circular of the Company, which was despatched to the shareholders of the Company on 3 May 2006, to vote against special resolution 2(b) of the 2005 AGM.4. Please refer to the Company's circular dated 3 May 2006 for the details of the proposed A Shares Issue and the Private Placing Arrangements. As at the date of this announcement, the Directors 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 This information is provided by RNS The company news service from the London Stock Exchange