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 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 fourteen meeting (the "Meeting") of the eighth session of the Board ofDatang International Power Generation Co., Ltd. (the "Company") was held by wayof written correspondence on 26 September 2014 (Friday). There were 15Directors eligible for attending the meeting and all of them attended themeeting. The meeting was held in compliance with the provisions stipulated inthe "Company Law" and the "Articles of Association of Datang InternationalPower Generation Co., Ltd." (the "Articles of Association"). The followingresolutions were approved unanimously at the Meeting: 1. The "Resolution on the Provision of Coal Transportation Service to Costal Power Generation Companies under the Company by Jiangsu Datang Shipping Company Limited" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 avoided voting. (1) Agreed Jiangsu Datang Shipping Company Limited ("Datang Shipping") to enter into the annual coal transportation service framework agreements with Guangdong Datang International Chaozhou Power Generation Company Limited ("Chaozhou Power Generation Company") and Jiangsu Datang International Lvsigang Power Generation Company Limited ("Lvsigang Power Generation Company"), the Company's subsidiaries, respectively for a term between 1 January 2014 and 31 December 2014; (2) Agreed Datang Shipping to provide Chaozhou Power Generation Company and Lvsigang Power Generation Company with coal transportation service during the term of the agreements, among which, the transaction amounts with Chaozhou Power Generation Company and Lvsigang Power Generation Company were approximately RMB189 million (cap) and approximately RMB83 million (cap), respectively; (3) The Directors (including independent Directors) are of the view that the aforementioned transactions are conducted in the ordinary course of business of the Company on normal commercial terms. The relevant transactions are fair and reasonable, and are in the interests of the shareholders of the Company as a whole; (4) Pursuant to the Listing Rules, Chaozhou Power Generation Company and Lvsigang Power Generation Company are connected persons of the Company, and the abovementioned transactions constitute connected transactions of the Company. Connected Directors have abstained from voting on this resolution. For the details of the abovementioned transactions, please refer to the Company's relevant announcement published on the same day. 2. The "Resolution on Datang International's and its Subsidiary's Participation in the Bids for Two Equity Interests as Held by Kangding Guoneng" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 avoided voting. (1) Since Kangding Guoneng Investment Co., Ltd. ("Kangding Guoneng"), a wholly-owned subsidiary of China Datang Corporation ("CDC"), the controlling shareholder of the Company, has made an open tender for the relevant equity interests as held by it, the Board agreed: (1) the Company to participate in the bid of 0.57% equity interests in Datang Shipping as held by Kangding Guoneng at a price of no higher than RMB1.6729 million; (2) Sichuan Datang International Gan Zi Hydropower Generation Development Company Limited ("Gan Zi Hydropower"), a subsidiary of the Company, to participate in the bid of 100% equity interests in Kangding Guoneng Hydropower Generation Development Company Limited ("Kangding Hydropower") as held by Kangding Guoneng at a price of no higher than RMB53.5666 million; (2) The Directors (including independent Directors) are of the view that the aforementioned transactions are conducted in the ordinary course of business of the Company on normal commercial terms. The relevant transactions are fair and reasonable, and are in the interests of the shareholders of the Company as a whole; (3) Pursuant to the Listing Rules, CDC and its subsidiary, Kangding Guoneng, are connected persons of the Company, and Ganzi Hydropower is also a connected person of the Company. If the Company and Ganzi Hydropower complete the bid of equity interests in Kangding Hydropower, the abovementioned transactions constitute connected transactions of the Company. Connected Directors have abstained from voting on this resolution. The Company will publish further announcement upon signing of the respective property transaction agreements. 3. The "Resolution on the Change of Directors of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. (1) Agreed Mr. Liang Yongpan to hold the office as a Director of the eighth session of the Board and this change of Director will be submitted to the general meeting for shareholders' consideration and approval. If elected, his term of office will be effective from the date of approval by the shareholders at the general meeting to the expiration of the term of the eighth session of the Board (i.e. 30 June 2016); (2) Agreed Mr. Fang Qinghai will cease to hold the office as a Director of the Company, with effect from the date of approval by the shareholders at the general meeting. Mr. Fang Qinghai has confirmed that he has no disagreement with the Board of the Company and there are no matters that need to be brought to the attention of the shareholders of the Company and the Hong Kong Stock Exchange. The Board is satisfied with the contribution made by Mr. Fang Qinghai during his tenure of office as a Director, and would like to express high recognition and gratitude on Mr. Fang Qinghai's valuable contribution towards the development of the Company over the past years. The independent Directors are of the view that the proposed appointment and resignation of Directors of the Company, as well as the nomination processes are in compliance with relevant laws and rules such as Company Law and the Articles of Association; and the nominees possess relevant professional knowledge and relevant policy monitoring and coordination capabilities; and the qualification of the nominees is in compliance with relevant laws and rules such as Company Law and the Articles of Association. Please refer to the notes for details of the biography of Mr. Liang Yongpan. As the abovementioned resolution numbered 3 shall be submitted to the generalmeeting for shareholders' consideration and approval, the Company will issue anotice of the relevant general meeting in due course. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 29 September 2014 As at the date of this announcement, the Directors of the Company are: Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, 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 Note: Biography of Mr. Liang Yongpan Liang Yongpan, aged 48, a senior engineer graduated from the university. Mr.Liang served as the Deputy Division Head and Deputy Plant Head (Production) ofthe Production Division of Lanzhou No. 2 Thermal Power Factory, General Managerof Lanzhou Xigu Thermal Power Co. Ltd., Member of Party Committee, Vice GeneralManager and Chariman of the Labour Union of Gansu branch of China DatangCorporation and Datang Gansu Power Generation Co., Ltd., Deputy Head ofPlanning, Investment and Financing Department of China Datang Corporation, aswell as the Secretary of Party Committee and General Manager of Datang GansuPower Generation Co., Ltd. Since May 2014, he served as the Head of Planningand Marketing Department of China Datang Corporation. Mr. Liang has long beeninvolved in the production, operation and management work of power generationenterprises. He has extensive experience in production, operation andmanagement of power generation companies.