Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility forthe contents of this announcement, make no representation as to its accuracy or completenessand expressly disclaim any liability whatsoever for any loss howsoever arising from or inreliance upon the 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 AND ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIRECTORS Special Notice: The board of directors (the "Board") and all directors (the "Directors") of the Companywarrant that there are no false representations and misleading statements contained in, ormaterial omissions from, this announcement, and severally and jointly accept theresponsibility for the truthfulness, accuracy and completeness of the contents of thisannouncement. This announcement is made pursuant to Rule 13.10(B) of the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The eleventh meeting of the eighth session of the Board (the "Meeting") of DatangInternational Power Generation Co., Ltd. (the "Company") was held at 1608 Conference Room,Datang International Power Generation Co., LTD, 9 Guangningbo Street, Xicheng District,Beijing, the People's Republic of China (the "PRC") on 7 July 2014 (Monday). The writtennotice of the Meeting was dispatched to all Directors on 27 June 2014. There were 15Directors eligible for attending the Meeting and 12 of them attended the Meeting. Director LiGengsheng, Director Guan Tiangang and Director Jiang Guohua were unable to attend the Meetingin person due to business engagements, and they have authorised Director Zhou Gang, DirectorLiu Haixia and Director Zhao Jie to attend the Meeting, respectively, and vote on theirbehalf. The convening of the Meeting was 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") and was lawful and valid. Four supervisors of theCompany were present at the Meeting. Chen Jinhang, the chairman of the Company, presided theMeeting. The following resolutions were approved unanimously by the attending Directors ortheir authorised proxies by way of voting by show of hands at the Meeting: 1. The "Resolution on the Entering into of the Restructuring Framework Agreement with China Reform Holdings Corporation Ltd. for Coal Chemical-Related Projects" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. Agreed the Company to enter into a framework agreement with China Reform Holdings Corporation Ltd for the restructuring of cooperation of coal chemical-related projects. For the details of the abovementioned framework agreement for restructuring, please refer to the Company's "Announcement on Inside Information and Framework Agreement Relation to Reorganisation of Business Segment and Resumption of Trading" published on the same day. 2. The "Resolution on the Adjustments of Directors of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained. 1. Agreed Mr. Yang Wenchun to hold the office as a Director of the eighth session of the Board and Mr. Feng Genfu to hold the office as an Independent Director of the eighth session of the Board and these adjustments of Directors will be submitted to the general meeting for shareholders' consideration and approval. If elected, their 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. Li Gengsheng will cease to hold the office as a Director of the Company as a result of work adjustment and Mr. Li Hengyuan will cease to hold the office as an Independent Director of the Company due to expiration of the term of his office, both with effect from the date of approval by the shareholders at the general meeting; Mr. Li Gengsheng and Mr. Li Hengyuan have both confirmed that they have no disagreement with the Board and there are no matters relating to their resignation as Directors of the Company that need to be brought to the attention of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and the shareholders; 3. The Board is highly satisfied with the contribution made by Mr. Li Gengsheng and Mr. Li Hengyuan during their tenure of office as Directors, and would like to express sincere gratitude and highest respect on Mr. Li Gengsheng and Mr. Li Hengyuan'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. Declarations of the nominators of the Independent Directors and candidates of the IndependentDirectors have been disclosed on the website of the Shanghai Stock Exchange(http://www.see.com.cn) on the same day. Please refer to the notes for details of the biography of the two candidates of Directors setout above. As the abovementioned resolution numbered 2 shall be submitted to the general meeting forshareholders' consideration and approval, the Company will issue a notice of the relevantgeneral meeting in due course. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 7 July 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. Yang Wenchun: Mr. Yang, aged 49, a senior engineer who holds a bachelor's degree and a master's degree. Heis currently the Manager of integrated planning department of Tianjin Energy Investment GroupLimited. Mr. Yang served as an engineer of maintenance workshop, Director of operationworkshop, Assistant to General Engineer of expansion department of Tianjin YangliuqingThermal Power Plant, Head of Power Generation Department of Huaneng Yangliuqing Thermal PowerPlant, Assistant to President, Assistant to President and General Manager of the industrialcompany, Assistant to President as well as Head and Deputy General Manager of ProductionSafety and Technology Department of Huaneng Yangliuqing Thermal Power Co., Ltd., Assistant toPresident and Manager of asset management department and Assistant to President of TianjinJineng Investment Company. He served as the Manager of integrated planning department ofTianjin Energy Investment Group Limited since November 2013. Mr. Yang has long been involvedin production, operation, management and administrative work of power generation enterprises.He has extensive experience in production, operation and management of power generationcompanies. Biography of Mr. Feng Genfu: Mr. Feng, aged 57, a professor and a doctoral supervisor who holds a doctorate degree inEconomics. He is currently the Dean and a professor (Grade II) of the School of Finance andEconomics of Xi'an Jiaotong University. Dr. Feng served as the Director and Chief Editor ofthe editorial department of university journal, and a Dean, a professor and a doctoralsupervisor of the Business School of Shaanxi Institute of Finance and Economics. He served asthe Dean, a doctoral supervisor and a professor (Grade II) of the School of Finance andEconomics of the School of Finance and Economics of Xi'an Jiaotong University since May 2000.Dr. Feng has long been involved in education and administration management of Economics andFinance. He has extensive experience in Economics and Finance. Dr. Feng is currently anIndependent Director of Shaanxi Broadcast & TV Network Intermediary Co., Ltd. (Stock Code600831), Shaanxi Aerospace Power Hi-Tech. Co., Ltd. (Stock Code 600343) and Shaanxi FenghuoElectronics Co., Ltd. (Stock Code 000561) all being companies listed on the Shanghai StockExchange. He is the Executive Vice President of China Industry Economic Research Instituteand the Executive Director of Chinese Institute of Business Administration.