DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Resolutions of BOD
DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Resolutions of BOD Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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 ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIRECTORS 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 content of this announcement. This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The thirty-first meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was conducted by way of written correspondence on 22 November 2012 (Thursday). 15 Directors were eligible to attend the Meeting and all of them attended the Meeting. The Meeting was held in compliance with the provisions stipulated in the Company Law of the People's Republic of China and the Articles of Association of Datang International Power Generation Co., Ltd.. The "Resolution on the Provision of Guarantee for the Financing of Ningxia Datang International Qingtongxia Wind Power Company Limited" and the "Resolution on the Participation and Initiation of the Establishment of the Financial Leasing Company" were considered and approved at the Meeting. The resolutions of the Board of the Company are specified as follows: 1. The "Resolution on the Provision of Guarantee for the Financing of Ningxia Datang International Qingtongxia Wind Power Company Limited" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) The Board approved the Company to provide a guarantee to Ningxia Datang International Qingtongxia Wind Power Company Limited ("Qingtongxia Wind Power Company"), covering the full amount of Qingtongxia Wind Power Company's financing based on its actual needs. The guarantee amount shall not exceed RMB299.82 million and the financing shall be used for the construction of the wind power project of Qingtongxia Wind Power Company; (2) Since the asset-liability ratios of Qingtongxia Wind Power Company is over 70%, the provision of guarantee by the Company for Qingtongxia Wind Power Company's financing is required to be tabled for shareholders' consideration and approval at a general meeting of the Company pursuant to the Listing Rules of the Shanghai Stock Exchange; according to the proposal of China Datang Corporation, the controlling shareholder of the Company, the aforesaid guarantee matter will be tabled as a supplemental resolution at the coming general meeting to be held by the Company for shareholders' consideration and approval (which is the 2012 third extraordinary general meeting of the Company to be held on 18 December 2012). For details of the guarantee, please refer to the guarantee announcement of the Company published on the same day. 2. The "Resolution on the Participation and Initiation of the Establishment of the Financial Leasing Company" was considered and approved. Voting results: 12 voted in favour, 0 voted against and 3 abstained (1) The Board approved the Company to make capital contributions to set up "Datang Financial Leasing Company Limited" ("Financial Leasing Company" (tentative name)). The capital contributing parties and their respective capital contribution ratios are as follows: 40% by CDC Capital Controlled Company Limited, 20% by the Company, 20% by China Datang Overseas (Hong Kong) Co., Limited, 20% by Datang Renewable Power (Hong Kong) Company Limited, respectively, the Company will make capital contribution in the sum of RMB200 million; (2) Since the capital contributing parties comprise subsidiaries of China Datang Corporation, the controlling shareholder of the Company, the participation and initiation of the establishment of the Financial Leasing Company constitutes a connected transaction of the Company and the connected Directors Liu Shunda, Hu Shengmu and Fang Qinghai have abstained from voting to approve this resolution; (3) Directors (including independent Directors) are of the view that the aforesaid transaction was conducted on normal business terms during the ordinary course of business of the Company, and that the relevant transaction was fair, reasonable and in the interests of the shareholders of the Company as a whole. The Company will issue a separate announcement after the relevant capital contribution agreement is entered into. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 22 November 2012 As at the date of this announcement, the directors of the Company are: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua* * Independent non-executive directors END -0- Nov/22/2012 12:03 GMT