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. (a sino-foreignjoint stock limited company incorporated in the People's Republic of China) DATANG INTERNATIONAL POWER GENERATION CO., LTD (Stock Code: 00991) OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIRECTORS ANNOUNCEMENT ON ADJUSTMENTS OF SENIOR MANAGEMENT OF THE COMPANY Special Notice: The board of directors and all directors of the Company warrant that there areno false representations and misleading statements contained in, or materialomissions from, this announcement, and severally and jointly accept theresponsibility for the truthfulness, accuracy and completeness of the contentsof this announcement. This announcement is made pursuant to Rules 13.10(B) and 13.51(2) of the RulesGoverning the Listing of Securities (the "Listing Rules") on The Stock Exchangeof Hong Kong Limited (the "Hong Kong Stock Exchange"). The tenth meeting of the eighth session of the board of directors (the "Board")of Datang International Power Generation Co., Ltd. (the "Company") was held atthe meeting room of 5/F, InterContinental Hotel, No. 11 Financial Street,Xicheng District, Beijing on 12 June 2014 (Thursday). The written notice of themeeting was dispatched to all Directors on 30 May 2014. There were 15 Directorseligible for attending the meeting and 15 of them attended the meeting. Themeeting was held in compliance with the provisions stipulated in the "CompanyLaw" and the "Articles of Association of Datang International Power GenerationCo., Ltd." (the "Articles of Association") and was lawful and valid. Foursupervisors of the Company were present at the meeting. Mr. Chen Jinhang, thechairman, presided over the meeting. The following resolutions were approvedunanimously by the attending Directors by way of voting by show of hands at theMeeting: 1. The "Resolution on the Financial Leasing of and the Provision of Guarantee to Datang Inner Mongolia Duolun Coal Chemical Company Limited" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company") to enter into financial leasing contracts with various financial leasing companies. The total principal amount of the financial leasing shall not exceed RMB10 billion and shall be used for the repayment of principal and interests of due bank borrowings of Duolun Coal Chemical Company and replenishment of its liquidity. The term of the financial leasing shall not exceed 7 years from the commencement date of the leasing. Leasing interests is calculated based on a financial leasing rate of not more than 8% higher than the benchmark interest rate to be charged for the same level of loans in RMB by the financial institutions during the same period; (2) Agreed the exemption for the submission of the relevant matter of financial leasing of Duolun Coal Chemical Company to the Board for consideration and approval if the total cost of the financial leasing is not higher than the benchmark interest rate to be charged for loans in RMB by the financial institutions during the same period; (3) Agreed the Company to provide joint liability guarantee for Duolun Coal Chemical Company in proportion to Datang Energy and Chemical Co., Ltd's, a wholly-owned subsidiary of the Company, shareholding (60%) with a total principal amount of not more than RMB6 billion, and that China Datang Corporation ("CDC"), the controlling shareholder of the Company, to provide joint liability guarantee in proportion to its shareholding (40%) with a total principal amount of no more than RMB4 billion; (4) 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; (5) Duolun Coal Chemical Company is a connected person of the Company pursuant to the Listing Rules of the Hong Kong Stock Exchange. The abovementioned provision of guarantee constitutes a connected transaction of the Company and connected Directors have abstained from voting for the resolution; (6) Since the asset liability ratio of Duolun Coal Chemical Company exceeds 70%, approved the submission of the abovementioned matter to the general meeting of the Company for shareholders' consideration and approval. The Company will issue a separate announcement after the relevant agreement is entered into. 2. The "Resolution on the Issuance of Medium-Term Notes (with Long-Term Option)" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Agreed that the Company to apply to the National Association of Financial Market Institutional Investors for registering the issue of medium-term notes (with long-term option) in the principal amount of not exceeding RMB5 billion ("Perpetual Medium-term Notes") for a period of 12 months from the date of approval by the Company at the general meeting and to be issued in tranches within the effective period of the registration; (2) Agreed that the authorisation of any two of the Company's Directors or the management of the Company to conduct all relevant matters in relation to the registration and issuance of the Perpetual Medium-term Notes; including but not limited to the determination of the amount, term, specific terms, conditions and other relevant matters of each tranche of the Perpetual Medium-term Notes based on the needs of the Company and market conditions, and the execution of all necessary legal documents; (3) Approved the submission of the abovementioned matters to the general meeting of the Company for shareholders' consideration and approval. 3. The "Resolution on the Investment and Development of Guangdong Datang International Leizhou Thermal Power Project" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Agreed the Company to make joint capital contribution with Datang Huayin Electric Power Co., Ltd. ("Huayin Electric"), CDC, and Leizhou City Peicai Infrastructure Construction Co., Ltd. ("Peicai Construction") in the proportion of 34%, 33%, 30% and 3%, respectively in establishing Guangzhou Datang International Leizhou Power Generation Co., Ltd. ("Leizhou Power Generation Company") for the development of the Leizhou Thermal Power Project (2×1000MW coal-fired power generating units).. (2) The total investment of the Leizhou Power Generation Company project amounted to RMB9,934,170,000 and the project capital amounted to RMB1,986,834,000, representing 20% of the total investment. The Company agreed to contribute a sum of RMB675,523,600; (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) Pursuant to the listing rules of the place where the Company is listed, CDC and Huayin Electric are connected persons of the Company. The abovementioned matter constitutes a connected transaction of the Company and connected Directors have abstained from voting for the resolution pursuant to the listing rules of Shanghai Stock Exchange; (5) Approved the submission of the abovementioned matter to the general meeting of the Company for independent shareholders' consideration and approval. The Company will issue a separate announcement after the relevant agreement is entered into. 4. The "Proposal on the Appointment of Vice President of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. Agreed to appoint Mr. Meng Fankui as the Vice President of the Company, with term of office commencing on 12 June 2014. (Please refer to the note for details of the biography of Mr. Meng Fankui) 5. The "Resolution on the Increase of Capital Contribution to Datang Nuclear Power Company by injection of 24% of Equity Interests in CNNC Liaoning Nuclear Power Co., Ltd. and the Entrustment of Management of the Equity Interests in Ningde Nuclear Power and the Existing Nuclear Power Preliminary Project of Datang International" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained. (1) Injection of 24% Equity Interests in CNNC Liaoning Nuclear Power Co., Ltd. Agreed the Company to transfer 24% of its equity interests in Liaoning Nuclear Power to China Datang Corporation Nuclear Power Co., Limited ("Datang Nuclear Power Company") by way of equity contribution with a view to increase the amount of capital injection by the Company in Datang Nuclear Power Company. The capital increase of the Company amounted to RMB132,088,300 and the capital increase of CDC in cash on the basis of its 60% shareholding in Datang Nuclear Power Company amounted to RMB198,132,500. Upon completion of the capital increase, the Company will have made capital contribution in the total sum of RMB156,088,300 in Datang Nuclear Power Company and its equity holding will remain as 40%; (2) Entrusted Management of the Equity Interests in Ningde Nuclear Power and 11 Existing Nuclear Power Preliminary Projects of the Company 1. Agreed the Company to entrust the management of its equity interests in Fujian Ningde Nuclear Power Company Limited ("Ningde Nuclear Power") and its existing nuclear power preliminary projects to Datang Nuclear Power Company. The entrusted management fee is RMB10,080,000 per annum. The term of entrusted management is three years (from 1 July 2014 to 30 June 2017). If both parties intend to continue the co-operation as stipulated in the agreement upon the expiry of the entrustment term, a separate extension agreement shall be entered into before 30 June 2017 and the corresponding approval procedures shall be re-performed; 2. During the term of entrusted management, the Company shall have the ownership of all of the assets of and all the interests derived from the assets of the nuclear power preliminary project and the equity interests of Ningde Nuclear Power; (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) Datang Nuclear Power Company is a connected person of the Company pursuant to the listing rules of places in which the Company was listed. The abovementioned transactions constitutes connected transactions of the Company and connected Directors have abstained from voting for the resolution; The Company will issue a separate announcement after the relevant agreement is entered into. As the abovementioned resolutions numbered 1, 2 and 3 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, 12 June 2014 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang, Li Gengsheng,Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*,Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive Directors Note: Biography of Mr. Meng Fankui: Mr. Meng, aged 50, a senior engineer who holds a post-graduate degree.He served as the Deputy Chief of Zhangjiakou Power Plant, Chief of Xia Hua YuanPower Plant, Chief of Zhangjiakou Power Plant, General Manager and Deputy PartySecretary of Inner Mongolia Branch Company of Datang and General Manager ofTuoketuo Power Generation Company. He served as the Deputy Party Secretary(responsible for leading the work of party group) and Deputy General Manager ofDatang Hebei Power Generation Co., Ltd since July 2013. Mr. Meng has long beeninvolved in production, operation, management and administrative work of powergeneration enterprises. He has extensive experience in production, operationand management of power generation companies.