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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
RESOLUTIONS OF THE BOARD OF DIRECTORS
AND
CHANGE OF MEMBERS OF REMUNERATION AND APPRAISAL COMMITTEE AND
NOMINATION COMMITTEE
Special Notice:
The board of directors (the "Board") and all directors (the "Directors") of the Company warrant that there are no false representations and misleading statements contained in, or material omissions from, this announcement, and severally and jointly accept the responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.
This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").
The twenty seventh meeting of the eighth session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was conducted at the meeting room of 2/F, The Westin Beijing Financial Street, 9B Financial Street, Xicheng District, Beijing at 10:30 a.m. on 29 October 2015 (Thursday). The written notice of the Meeting was dispatched to all Directors on 15 October 2015. There were 15 Directors eligible for attending the Meeting and 10 of them attended the Meeting. Directors Chen Jinhang, Hu Shengmu, Liang Yongpan, Cao Xin and Guan Tiangang were unable to attend the Meeting in person due to business engagements, and they had authorised Directors Wu Jing, Wu Jing, Ying Xuejun, Cai Shuwen and Liu Haixia respectively, to attend the Meeting and vote on their behalves. The Meeting was held 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 (4) supervisors of the Company were present at the Meeting. Mr. Wu Jing, the vice-chairman of the Company, presided over the Meeting. The following resolutions were approved unanimously by the attending Directors and their authorised proxies by show of hands at the Meeting:
1. The "Explanation of publication of the 2015 Third Quarterly Report" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
The Company's publication of the "2015 Third Quarterly Report" was agreed.
2. The "Resolution on the Provision of Guarantee on the Financing of Datang Energy and Chemical Company Limited" was considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
1. Agreed the Company to provide joint and several guarantee of not more than RMB4 billion of for the financing of Datang Energy and Chemical Company Limited ("Energy and Chemical Company") according to actual needs, as the financing will be mainly used for Energy and Chemical Company's rigid expenses and financing, such as repayment of due borrowings and payment of interests;
2. Since Energy and Chemical Company's debt ratio exceeds 70%, the proposal of the Company's provision of guarantee to the financial leasing of Energy and Chemical Company is agreed to be put forward to the general meeting for shareholders' consideration and approval pursuant to the requirement of the Listing Rules of the Shanghai Stock Exchange.
The Company will dispatch separate announcement after the abovementioned agreement is entered into.
3. The "Resolution on the Entering into of the "Agreement of Substitutive Power Generation Right Transaction 2015" with Tuoketuo No.2 Power Generation Company Limited" was considered and approved
Voting results: 12 voted in favour, 0 voted against and 3 abstained
1. Agreed that Datang International Power Generation Co., Ltd. Beijing Gao Jing Thermal Power Plant, an enterprise owned by the Company ("Gaojing Thermal Power Plant") entered into the "Agreement of Substitutive Power Generation Right Transaction 2015"(the "Substitutive Power Agreement") with Inner Mongolia Datang International Tuoketuo No.2 Power Generation Company Limited (a subsidiary of the Company) ("Tuoketuo No.2 Power Generation Company"), Beijing Electric Power Corporation and the north branch of State Grid, with a term commencing from 1 October 2015 and ending on 31 December 2015;
2. Agreed that during the term of agreement, Gaojing Thermal Power Plant and Tuoketuo No.2 Power Generation Company shall conduct substitutive power generation transaction according to the rules of substitutive power generation management and execution of the place where the power grid are located. The transaction amount is expected to be not exceeding RMB150 million;
3. The Directors (including the independent Directors) were of the view that the abovementioned transactions are conducted on normal commercial terms and in the ordinary course of business of the Company, are fair and reasonable and in the interests of the shareholders of the Company as a whole;
4. Pursuant to the Listing Rules, Tuoketuo No.2 Power Generation Company is a connected person of the Company given that 20% interests of its interest is held by China Datang Corporation ("CDC"), the Company's controlling shareholder. Therefore the Substitutive Power Agreement entered into by companies including Gaojing Thermal Power Plan and Tuoketuo No. 2 Power Generation Company and the transaction contemplated thereunder constitutes connected transaction of the Company. Pursuant to the Listing Rules of the Shanghai Stock Exchange, those connected Directors, namely, Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting on the resolution.
The Company will dispatch separate announcement after the abovementioned Substitutive Power Agreement is entered into.
4. The "Resolution on the Proposal in Relation to the Adjustments in the Specialised Committees of the Company's Board" was considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
1. Agreed to appoint Mr. Ying Xuejun as a member of the Remuneration and Appraisal Committee and Nomination Committee, while Mr. Zhou Gang ceases to be a member of these committees;
2. After the adjustment, the constitution of the specialised committees of the Board are as follows:
(1) Remuneration and Appraisal Committee (consists of 5 members, with independent Directors being the majority)
Convenor : Liu Huangsong (Independent Director)
Members : Jiang Guohua (Independent Director), Feng Genfu
(Independent Director), Hu Shengmu, Ying Xuejun
(2) Nomination Committee (consists of 5 members, with independent Directors being the majority)
Convenor : Liu Huangsong (Independent Director)
Members : Jiang Guohua (Independent Director), Feng Genfu
(Independent Director), Hu Shengmu, Ying Xuejun
5. The "Resolution on the Franchising of Desulfurisation and Denitrification Systems of Panshan Power Generation Company and Shentou Power Generation Company of the Company" was considered and approved
Voting results: 12 voted in favour, 0 voted against and 3 abstained
1. Agreed that Datang Environment Industry Group Co., Ltd. ("Datang Environment Company") (or its subsidiaries and branches) to carry out franchising in respect of the desulfurisation and denitrification systems of Tianjin Datang International Panshan Power Generation Company Limited ("Panshan Power Generation Company") and Shanxi Datang International Shentou Power Generation Company Limited ("Shentou Power Generation Company" (hereafter collectively known as the "Contemplated Franchising Projects");
2. Agreed that the desulfurisation and denitrification assets of Panshan Power Generation Company and Shentou Power Generation Company to transfer to Datang Environment Company (or its subsidiaries and branches). The transfer prices (tax inclusive) for the assets of Panshan Power Generation Company and Shentou Power Generation Company are approximately RMB280.5009 million and RMB231.2803 million respectively;
3. Agreed that the franchise period is the same as the operating period of the power generation facilities at which the franchise project is located. Since the term of the Franchising Contract is expected to exceed three years, the transaction will be re-considered and re-reported every three years in accordance with the relevant requirements of the listing rules of the listing places of the Company (if applicable);
4. Within the franchise period, Datang Environment Company (or its subsidiaries and branches) will be entitled to the revenue from desulfurisation and denitrification tariff while water, electricity and gas expenses resulted from the operation of desulfurisation and denitrification assets will be payable by Datang Environment Company (or its subsidiaries and branches) to Panshan Power Generation Company and Shentou Power Generation Company. The estimated expenses on tariff incurred for the Contemplated Franchising Projects (tax exclusive) for the period from November to December 2015 and the two years ending 31 December 2017 are expected to amount to approximately RMB38 million, RMB226 million and RMB226 million respectively; the total income of water, electricity and gas (tax exclusive) is expected to amount to approximately RMB4.8 million, RMB28.5 million and RMB28.5 million, respectively;
5. The Directors (including the independent Directors) were of the view that the abovementioned transactions are conducted on normal commercial terms and in the ordinary course of business of the Company, are fair and reasonable and in the interests of the shareholders of the Company as a whole;
6. Pursuant to the Listing Rules of [listing places of the Company], Datang Environment Company is a connected person of the Company. Therefore the abovementioned transaction constitutes the connected transaction of the Company. Those connected Directors, namely, Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting on the resolution;
7. If applicable, the Company will put forward the relevant proposal, when aggregated with previous transactions, to the general meeting for shareholders' approval pursuant to the requirements of Listing Rules, and authorise the secretary to the Board to issue notice of general meeting in due course.
The Company will dispatch separate announcement after the abovementioned agreement is entered into.
6. The "Resolution on the Absorption and Merger of Qingjiangyuan Company, Liguo Energy Company and Zhongfu Energy Company" was considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
1. Agreed that the Company to absorb and merge Chengdu Qingjiangyuan Energy Company Limited ("Qingjiangyuan Company"), Chengdu Liguo Energy Company Limited ("Liguo Energy Company") and Chengdu Zhongfu Energy Company Limited ("Zhongfu Energy Company"), all being wholly-owned subsidiaries of the Company, in order to optimise the Company's management structure and improve operating efficiency. After completion of the absorption and merger, the Company will maintain its operation and the registrations of Qingjiangyuan Company, Liguo Energy Company and Zhongfu Energy Company will be cancelled;
2. The absorption and merger does not involve any changes in the share capital or registered capital, nor will it have any effect on the profit or loss of the Company for the period or cause any harms to shareholders' interests;
3. Agreed to put forward the abovementioned matters relating to absorption and merger to the general meeting for shareholders' consideration and approval.
For details of the abovementioned arrangements relating to absorption and merger, please refer to relevant announcement of the Company published on the same day.
7. The "Proposal of 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. Hong Shaobin as Vice President of the Company, with effect from date of approval of this resolution by the Board, i.e., 29 October 2015 (Please refer to the appendix for the biography of Mr. Hong Shaobin).
As the abovementioned resolutions numbered 2, 5 (if appropriate) and 6 shall be submitted to the general meeting for shareholders' consideration and approval, the Company will issue a notice of relevant general meeting in due course.
By Order of the Board
Ying Xuejun
Acting Company Secretary
Beijing, the PRC, 29 October 2015
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Ying Xuejun, Cao Xin, Cai Shuwen,
Liu Haixia, Guan Tiangang, Yang Wenchun,
Jiang Guohua*, Feng Genfu*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*
* Independent non-executive Directors
Appendix
Biography of Mr. Hong Shaobin
Aged 49, a postgraduate, a senior engineer and currently General Manager and Deputy Party Secretary of China National Water Resources & Electric Power Materials & Equipment Co., Ltd. Mr. Hong worked as Deputy Director and Director of Marketing Division at Generation and Transmission Operation Department of State Electric Power Corporation, Deputy Director of Marketing Bureau of the CDC, Deputy General Manager and Deputy Party Secretary (Person-in-Charge) of China National Water Resources & Electric Power Materials & Equipment Co., Ltd.. He has been General Manager and Deputy Party Secretary of China National Water Resources & Electric Power Materials & Equipment Co., Ltd. since July 2013. Mr. Hong has long been engaged in roles in relation to electricity production, and business management of power enterprises, and has extensive experience in electricity production, and business management of power enterprises.
