DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Announcement on Resolutions of The Board of Directors
DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Announcement on Resolutions of The Board of Directors Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 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 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 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The thirty-third meeting of the seventh session of the Board of Datang International Power Generation Co., Ltd. (the "Company") was held by way of written correspondence on 25 January 2013 (Friday). There were 15 Directors 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 the Company. The following resolutions were approved unanimously at the Meeting: 1. "The Resolution on Amendments to the Company's Registered Capital and the Articles of Association of the Company" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained The Board agreed to revise the articles of association of the Company, and will propose to the shareholders at the general meeting for approval when appropriate. For details of the amendments to the articles of association of the Company, please refer to the announcement titled "Proposed Amendments to the Articles of Association" to be issued by the Company on the same date of this announcement. 2. "The Resolution on the Extension of the Validity Period of the Shareholders' Resolution Passed at the General Meeting on the Application for Public Issuance of Corporate Bonds in 2011" was considered and approved. Voting results: 15 voted in favour, 0 voted against and 0 abstained (1) The Board agreed to extend the validity period of the "Resolution on the Application for Public Issuance of Corporate Bonds in 2011" passed at the 2010 annual general meeting of the Company (the "Shareholders' Resolution") from 2 June 2013 to 29 November 2014. (2) The Board agreed and propose to the shareholders at the general meeting to continue to authorize the Board (and the Board will authorize any two directors) to determine the following matters to the extent that it is within the scope of the Shareholders' Resolution: (I) to formulate a specific proposal on the issuance of the corporate bonds based on market conditions, which includes the number of tranches of the issuance, the timing and quantity of the issuance, the maturity date of the bonds, the interest rate of the bonds or its basis of determination, specific uses of the proceeds, the term and method of repayment of the principal and interests thereon, whether repurchase or redemption will be arranged, whether guarantees will be provided and the form of guarantees so forth; (II) to make necessary amendments to the relevant documents related to the issuance according to the opinions of the China Securities Regulatory Commission and/or changes in the market conditions; (III) to engage intermediaries relating to the issuance, and to sign legal documents including contracts and agreements relating to the issuance; (IV) to sign legal documents relating to the issuance and the listing of the corporate bonds, and handle other relevant matters; (V) the above authorisation will be valid until 29 November 2014. (3) The Board agreed to propose the above resolution (and the authorisation) relating to the extension of the validity period to the shareholders at the general meeting for approval. The above two resolutions are required to be considered and approved by the shareholders at the general meeting by way of special resolutions. The Company will issue the notice of the general meeting to the shareholders as and when appropriate. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 28 January 2013 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- Jan/28/2013 13:34 GMT