Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance uponthe 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) 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 theCompany warrant that there are no false representations and misleadingstatements contained in, or material omissions from, this announcement, andseverally and jointly accept the responsibility for the truthfulness, accuracyand completeness of the contents of this announcement. This announcement is made pursuant to Rule 13.10(B) of the Rules Governing theListing of Securities (the "Listing Rules") on The Stock Exchange of Hong KongLimited (the "Hong Kong Stock Exchange"). The fifteenth meeting (the "Meeting") of the eighth session of the Board ofDatang International Power Generation Co., Ltd. (the "Company" or "DatangInternational") was held on site on 30 October 2014 (Thursday). There were 15Directors eligible for attending the Meeting and 12 of them attended theMeeting. Directors Mr. Chen Jinhang, Mr. Liang Yongpan and Mr. Jiang Guohuawere unable to attend the Meeting in person due to business engagements, andthey had authorised Directors Mr. Hu Shengmu, Mr. Hu Shengmu and Ms. Zhao Jie,respectively, to attend the Meeting and vote on their behalves. The meeting washeld 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"). The following resolutions were approvedunanimously at the Meeting: 1. The "Explanation of the 2014 Third Quarterly Report" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. Agreed the Company to publish the "2014 Third Quarterly Report". 2. The "Resolution on the Adoption of New Accounting Standards to Adjust the Opening Balance of the Period" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) The Board was of the view that the adoption of the new accounting standards by the Company to adjust the opening balance of the period pursuant to the relevant documentary requirements of the Ministry of Finance is reasonable. The procedures for decision making comply with the requirements of relevant laws and regulations as well as the Articles of Association, without prejudice over the interests of the Company and the shareholders. It was agreed to make these changes on accounting policies and adjustments on financial information. (2) Independent Directors were of the view that the changes on accounting policies and adjustments on financial information of the Company pursuant to the relevant regulations and request of the Ministry of Finance is able to ensure the Company's accounting policies to be consistent with the relevant regulations of the Ministry of Finance, China Securities Regulatory Commission and the Shanghai Stock Exchange. The changes could objectively and fairly reflect the Company's financial condition and operating results and are in the interests of the Company and the shareholders. The decision-making procedures for the adoption of the new accounting standards by the Company to adjust the opening balance of the period comply with relevant laws and regulations as well as the Articles of Association, without prejudice over the interests of the Company and the minority shareholders. 3. The "Resolution on the Provision of Entrusted Loans to Certain Subsidiaries" was considered and passed. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed to ratify the provision of entrusted loan of RMB3,402 million to Inner Mongolia Datang International Renewable Energy Resource Development Company Limited ("Renewable Resource Company") by the Company and its subsidiaries through China Datang Finance Co., Ltd. ("Datang Finance Company") during the period from 16 December 2013 to 28 September 2014; (2) Agreed the Company or its subsidiaries to provide entrusted loan in tranches, with an amount of no more than RMB850 million in aggregate, to Renewable Resource Company through Datang Finance Company for Renewable Resource Company to replace due borrowings; (3) Agreed the Company or its subsidiaries to provide entrusted loan in tranches, with an amount of no more than RMB1,000 million in aggregate, to Inner Mongolia Datang International Xilinhaote Mining Company Limited ("Xilinhaote Mining Company") through Datang Finance Company for Xilinhaote Mining Company mainly to replace due borrowings; (4) The Directors (including independent Directors) were of the view that the abovementioned transactions were conducted on normal commercial terms and in the ordinary course of business of the Company, and were fair, reasonable and in the interests of the shareholders of the Company as a whole; (5) Renewable Resource Company and Xilinhaote Mining Company are connected persons of the Company pursuant to Listing Rules. The abovementioned provision of entrusted loans constitutes connected transactions of the Company and connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting for the resolution pursuant to the Rules Governing the Listing of Securities on the Shanghai Stock Exchange ("Shanghai Listing Rules"); (6) Agreed to submit the abovementioned entrusted loans matter to the general meeting for shareholders' consideration and approval. For details of the abovementioned provision of entrusted loans, please refer to the Company's announcement published on the same day. 4. The "Resolution on the Provision of Counter-Guarantee for the Issuance of Corporate Bonds" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 avoided abstained. (1) Given that the guarantee given by China Datang Corporation ("CDC"), the controlling shareholder of the Company, in respect of the Company's recent proposed issuance of RMB3 billion corporate bonds (the "Corporate Bonds") has exceeded its actual shareholding proportion in the Company, it was agreed that the Company shall issue a counter guarantee letter in favour of CDC for the exceeded guarantee portion. The principal of the counter-guarantee amounted to approximately RMB1.959 billion; (2) The Directors (including independent Directors) were of the view that the issuance of Corporate Bonds has been approved by the general meeting of the Company and regulatory institutions and the provision of counter-guarantee for the issuance of Corporate Bonds was conducted on normal commercial terms and in the ordinary course of business of the Company, and was fair, reasonable and in the interests of the shareholders of the Company as a whole; (3) CDC is a connected person of the Company pursuant to the Listing Rules and Shanghai Listing Rules. The abovementioned provision of counter-guarantee constitutes a connected transaction of the Company and connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting for the resolution pursuant to the Shanghai Listing Rules; (4) Agreed to submit this counter-guarantee matter to the general meeting for shareholders' consideration and approval. For details of the abovementioned counter-guarantee letter, please refer to the Company's announcement published on the same day. 5. The "Resolution on the Increase in the Tendering Amount of Datang International and its Subsidiaries for Technological Transformation Projects" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed the Company to continue to arrange tendering work for technological transformation projects in accordance with its production and operation plans, and increase the tendering amount for technological transformation projects from RMB600 million to RMB1.2 billion for the year 2014 and the increased amount is RMB600 million; (2) Agreed that if Datang Technology Industry Company Limited ("Datang Technology Industry Company"), one of CDC's subsidiaries, and its subsidiaries win the bid in the proposed tendering process, the Company and its subsidiaries would enter into relevant agreements with Datang Technology Industry Company and its subsidiaries, and perform relevant disclosure procedures as required; (3) The Directors (including independent Directors) were of the view that the abovementioned transaction would fulfill the public bidding procedures and was conducted on normal commercial terms and in the ordinary course of business of the Company, and was fair, reasonable and in the interests of the shareholders of the Company as a whole; (4) Datang Technology Industry Company and its subsidiaries are connected persons of the Company pursuant to the Listing Rules and Shanghai Listing Rules. The abovementioned matter constitutes a connected transaction of the Company and connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting for the resolution pursuant to the Shanghai Listing Rules. 6. The "Resolution on the Increase in the Registered Capital and the Adjustment of Capital Contribution Proportion in China Datang Finance Co., Ltd." was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed the increase in capital contribution to Datang Finance Company amounted to RMB173,974,839.97; (2) Upon the completion of increase in capital contribution, the contribution amount to Datang Finance Company by the Company will increase from RMB600,000,000 to RMB773,974,839.97, while its shareholding proportion as held will decrease from 20% to 15.8931%; (3) The Directors (including independent Directors) were of the view that the abovementioned transaction was conducted on normal commercial terms and in the ordinary course of business of the Company, and was fair, reasonable and in the interests of the shareholders of the Company as a whole; (4) CDC and Datang Finance Company are connected persons of the Company pursuant to the Listing Rules and Shanghai Listing Rules. The abovementioned matter constitutes a connected transaction of the Company and connected Directors, namely Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting for the resolution pursuant to the Shanghai Listing Rules. The Company will issue a separate announcement after entering into the relevant agreement. As the abovementioned resolutions numbered 3 and 4 shall be submitted to thegeneral meeting for shareholders' consideration and approval, the Company willissue a notice of the relevant general meeting in due course. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 30 October 2014 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin,Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,Dong Heyi*, Ye Yansheng*, Zhao Jie*, Jiang Guohua*, Feng Genfu* * Independent non-executive Directors