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) ANNOUNCEMENT RESOLUTIONS PASSED AT THE 2014 THIRD EXTRAORDINARY GENERAL MEETING AND CHANGE OF DIRECTORS Datang International Power Generation Co., Ltd. (the "Company") held its 2014third extraordinary general meeting (the "EGM") the function room of 5/F,Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, thePeople's Republic of China (the "PRC") on 27 August 2014 (Wednesday). Theconvening of the EGM complied with the requirements of the Company Law of thePRC and the articles of association of the Company. As at the date of the EGM, other than ordinary resolution numbered (1), thetotal number of issued shares of the Company entitling the holders to attendthe EGM to vote for or against all of the proposed resolutions were13,310,037,578 shares (the "Shares"). Shareholders of the Company or theirauthorised proxies, who attended the EGM or did the online voting, representedan aggregate of 8,997,276,342 voting shares or approximately 67.60% of thetotal issued shares of the Company. Mr. Chen Jinhang, the chairman of the boardof directors (the "Board"), presided over the EGM. China Datang Corporation and its associates, as at the date of the EGM whichhold an aggregate of 4,260,977,414 Shares with voting right and representapproximately 47.36% of the issued Shares of the Company with voting right,were required to and did, abstain from voting on ordinary resolution numbered(1) at the EGM. The following resolutions were passed at the EGM by way of poll: Ordinary Resolutions Number of Shares Passing Rate For Against (%) 1. To consider and approve the 4,729,099,210 0 100% "Resolution on the Investment for Construction of Guangdong Datang International Leizhou Thermal Power Project" 2. To consider and approve the ---- ---- ---- "Resolution on the Adjustments of Directors of the Company" (1) Mr. Yang Wenchun will hold the office 8,494,902,433 502,373,909 94.42% as a Non-Executive Director of the eighth session of the Board (Note 4) (2) Mr. Feng Genfu will hold the office as 8,994,830,342 2,446,000 99.97% an Independent Non-Executive Director of the eighth session of the Board (Note 4) (3) Mr. Li Gengsheng will cease to hold 8,997,276,342 0 100.00% the office as a Non-Executive Director of the eighth session of the Board (Note 4) (4) Mr. Li Hengyuan will cease to hold the 8,997,276,342 0 100.00% office as an Independent Non-Executive Director of the eighth session of the Board (Note 4) Special Resolution 3. To consider and approve the 8,960,944,517 36,331,825 99.60% "Resolution on the Issuance of Medium-Term Notes (with Long-Term Option)" Notes: 1. Unless the context states otherwise, capitalised terms used in this announcement shall have the same meanings as defined in the Notice of 2014 Third Extraordinary General Meeting dated 11 July 2014. 2. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as the scrutineer for the vote-takings of all resolutions at the EGM. 3. Save as disclosed above, none of the shareholders of the Company who were entitled to attend the EGM had to vote only against on any of the resolutions at the EGM. There were no Shares entitling the holder to attend the EGM and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules. 4. Mr. Li Gengsheng ceased to hold the office as a non-executive director of the Company due to work adjustment and Mr. Li Hengyuan ceased to hold the office as an independent non-executive director of the Company due to expiration of the term of his office, both with effect from 27 August 2014. 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. The biographies of Mr. Yang Wenchun and Mr. Feng Genfu are as follows: Yang Wenchun, aged 49, a senior engineer who holds a bachelor's degree and a master's degree. He is currently the Manager of integrated planning department of Tianjin Energy Investment Group Limited. Mr. Yang served as an engineer of maintenance workshop, Director of operation workshop, Assistant to General Engineer of expansion department of Tianjin Yangliuqing Thermal Power Plant, Head of Power Generation Department of Huaneng Yangliuqing Thermal Power Plant, Assistant to President, Assistant to President and General Manager of the industrial company, Assistant to President as well as Head and Deputy General Manager of Production Safety and Technology Department of Huaneng Yangliuqing Thermal Power Co., Ltd., Assistant to President and Manager of asset management department and Assistant to President of Tianjin Jineng Investment Company. He served as the Manager of integrated planning department of Tianjin Energy Investment Group Limited since November 2013. Mr. Yang has long been involved in production, operation, management and administrative work of power generation enterprises. He has extensive experience in production, operation and management of power generation companies. Feng Genfu, aged 57, a professor and a doctoral supervisor who holds a doctorate degree in Economics. He is currently the Dean and a professor (Grade II) of the School of Finance and Economics of Xi'an Jiaotong University. Dr. Feng served as the Director, Chief Editor of the editorial department of university journal, the Dean, a professor and a doctoral supervisor of the Business School of Shaanxi Institute of Finance and Economics. He served as the Dean, a doctoral supervisor and a professor (Grade II) of the School of Finance and Economics of Xi'an Jiaotong University since May 2000. For the past three years, Dr. Feng served as an Independent Non-Executive Director of AVIC Aircraft Co., Ltd. (Shenzhen Stock Exchange listed company, Stock Code: 000768), China Nonferrous Metal Industry's Foreign Engineering And Construction Co., Ltd (Shenzhen Stock Exchange listed company, Stock Code: 000758), Shaanxi Broadcast & TV Network Intermediary Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code 600831) and Shaanxi Aerospace Power Hi-Tech. Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code 600343). He is currently an Independent Non-Executive Director of Shaanxi Broadcast & TV Network Intermediary Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code 600831), Shaanxi Aerospace Power Hi-Tech. Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code 600343) and Shaanxi Fenghuo Electronics Co., Ltd. (Shenzhen Stock Exchange listed company, Stock Code 000561). He is the Executive Vice President of China Industry Economic Research Institute and the Executive Director of Chinese Institute of Business Administration. Dr. Feng has long been involved in education and administration management of Economics and Finance. He has extensive experience in Economics and Finance. The term of office of Mr. Yang Wenchun and Mr. Feng Genfu commence on the date of approval by the shareholders at the EGM to the expiration of the term of the eighth session of the Board (i.e. 30 June 2016). Mr. Yang will not be entitled to any remuneration by being a Director of the Company and Mr. Feng Genfu will be entitled to an annual remuneration of RMB100,000 (after tax), by being an independent non-executive director as set out in the Allowance Policy for Directors of the Eighth Session of the Board considered and approved by the Company on the third EGM in 2013. As at the date of this announcement, Mr. Yang and Mr. Feng do not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. They have not been subjected to any public sanctions by statutory or regulatory authority. Save as disclosed above, Mr. Yang and Mr. Feng have not held any directorships in any public listed companies in the past three years and have no relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules). Save as disclosed above, there are no other matters concerning the appointment of Mr. Yang and Mr. Feng that need to be brought to the attention of the shareholders and the Hong Kong Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51 (2)(h) to (v) of the Listing Rules. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 27 August 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