Last checked at 10 Mar 2010 12:30
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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 thirty-second meeting of the sixth session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held by way of written correspondence on Tuesday, 9 March 2010. There were 15 Directors eligible for attending the Meeting and all of them attended the Meeting. The Meeting was held in compliance with the provisions stipulated in the Company Law of the People's Republic of China and the articles of association of the Company. The following resolutions were approved unanimously at the Meeting:
1. "The Resolution on the Increase of Capital Contribution to China Datang Finance Company Limited" was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained from voting
The Board agreed the Company to increase its capital contribution to China Datang Finance Company Limited ("Datang Finance Company") according to the original capital contribution ratio (20%). Upon the completion of the increase in capital contribution, the ratio of capital contribution by the Company in Datang Finance Company shall remain at 20%.
The directors of the Company (including independent non-executive directors) considered that the above-mentioned transaction is conducted on normal commercial terms and is in the ordinary course of business of the Company and the transaction is fair, reasonable and in the interests of the shareholders of the Company as a whole.
Pursuant to the Rules of Shanghai Stock Exchange for the Listing of Stocks, the above-mentioned capital contribution constitutes a connected transaction of the Company and therefore the connected directors abstained from voting in respect of this resolution.
Pursuant to the Listing Rules, such increase of capital contribution in Datang Finance Company constitutes a connected transaction under Chapter 14A of the Listing Rules. For details of the above-mentioned increase in capital contribution, please refer to the connected transaction announcement of the Company which is issued on the same date by the Company.
2. "The Resolution in written form on the provision of guarantee for the financing of Yuzhou Energy Company" was considered and approved.
Voting results: 15 voted in favour and 0 voted against
The Board agreed the Company to provide a guarantee for the bank loan in 2010 of Hebei Yuzhou Energy Multiple Development Company Limited ("Yuzhou Energy Company") in proportion to its capital contribution (50%) in Yuzhou Energy Company, which amount shall not exceed RMB540 million.
The Company shall issue a separate announcement on guarantee upon entering into the relevant guarantee agreement.
By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 10 March 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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