DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Proposed Amendments to the Articles of Association
DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Proposed Amendments to the Articles of Association 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) ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION This announcement is made by Datang International Power Generation Co., Ltd. (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). In view of (i) the increase in the total registered share capital of the Company resulting from the increase in the total issued share capital of the Company to 13,310,037,578 shares as a result of the completion of the non-public issuance of 1,000,000,000 A shares of the Company in May 2011; (ii) the refinement and clarification of the scope of authorities of the general meeting and the board of director of the Company (the "Board") for approval of external guarantees; and (iii) the requirements in respect of the dividends distribution policies of listed companies under the "Notice on Further Implementing Issues concerning Cash Dividends of Listed Companies" (Zheng Jian Fa (2012) No. 37) released by China Securities Regulatory Commission and the "Notice on Further Perfecting Issues concerning Cash Dividends of Listed Companies" (Jing Zheng Gong Si Fa  No. 01) released by Beijing Securities Regulatory Bureau; and on the basis of the actual situations of the Company; the Board proposes to amend the relevant provisions in relation to the registered capital and distribution of dividends arrangements under the articles of association of the Company (the "Articles"). The proposed amendments to the Articles are as follows: 1. Proposed amendments to the relevant provisions under the Articles in respect of non-public issue of shares and the registered capital of the Company 1.1 Proposed addition and revisions to Article 18 of the Articles Proposed addition: "The Company completed a non-public issuance of 1,000,000,000 Domestic Invested Shares in 2011 after being approved by both the shareholders' general meeting by way of special resolutions and the approval authority authorized by the State Council." Proposed revisions: "the current shareholding structure of the Company is: the total number of issued shares (which are all ordinary shares) are 13,310,037,578, among which 9,994,360,000 shares are Domestic-Invested Shares, representing approximately 75.09% of the total issued shares of the Company, and 3,315,677,578 shares are Overseas-Listed Foreign-Invested Shares, representing approximately 24.91% of the total issued shares of the Company." 1.2 Proposed revisions to Article 21 of the Articles "Article 21: The registered capital of the Company is Rmb13,310,037,578." 2. Amendments to the relevant provisions under the Articles in respect of the scope of authorities to consider and approve guarantees 2.1 Proposed revisions to Article 61 of the Articles of the Company Adding the following sub-paragraphs under the original wordings of "Article 61: The following external guarantees provided by the Company shall be considered and approved by the shareholders' general meeting": "1. any single guarantee with an amount exceeding 10% of the latest audited net assets value of the Company;" and "2. any guarantee, according to the principle that the amount of guarantee accumulated in the consecutive 12 months, with an amount exceeding 50% of the latest audited net assets value of the Company and the absolute amount of which has exceeded Rmb50,000,000 or above." Other sub-paragraphs under Article 61 shall be renumbered in order accordingly. 2.2 Proposed revisions to Article 139 of the Articles To add the following sub-paragraph as sub-paragraph 8 under the original wordings of "Article 139: The board of directors shall be accountable to the shareholders' general meetings, and exercise the following functions and powers:" : "without prejudice to the requirements under Article 61 of these Articles, considering and approving the external guarantees of the Company;" Other sub-paragraphs under Article 139 shall be renumbered in order accordingly, and the sub-paragraphs referred to in this Article 139 shall also be re-numbered accordingly. 3. Amendments to the relevant provisions under the Articles in respect of profit distribution 3.1 Proposed revisions to Article 119 of the Articles "Article 119: The following matters shall be approved by special resolutions of the shareholders' general meeting: (1) the increase or reduction of the Company's share capital and the issue of any class of shares, warrants or other similar securities; (2) the issue of debentures by the Company; (3) the merger, division, dissolution or liquidation of the Company; (4) any amendment to these Articles; (5) any acquisition or disposal of assets after the amount of the buying or selling of material assets for the last 12 months has reached or exceeded 30% of the latest audited total assets; (6) any external guarantee provided by the Company after the aggregate external guarantee has reached or exceeded 30% of the latest audited total assets; (7) share incentive plan; (8) adjustment to the profit distribution policy of the Company; (9) all other matters stipulated by laws, administrative regulations or these Articles, and other matters decided in ordinary resolutions adopted by the shareholders' general meeting as having significant impact on the Company and requiring adoption by special resolutions. Unless it is otherwise provided in this Article or these Articles of Association, matters considered by the shareholders' general meeting shall be approved by ordinary resolutions." 3.2 Proposed revisions to Article 208 of the Articles "Article 208: The dividends distribution policy of the Company shall include the following: (1) The Company's dividends distribution policy shall maintain continuity and stability. On the basis that such dividends distribution policy shall pay great attention to the reasonable investment return of the shareholders and also taking into account the long term interests of the Company, the overall interests of all shareholders, the Company's reasonable demand of funds and the sustainable development of the Company, the Company shall implement an active method to distribute its dividends (i.e. distribution by way of cash shall be the priority way for profit distribution). The Company may distribute dividends by way of cash or shares (or by both ways). (i) dividends and other distributions in respect of the ordinary shares shall be declared and denominated in Renminbi. (ii) dividends and other cash distributions in respect of the Domestic-Invested Shares shall be paid in Renminbi. (iii) dividends and other cash distributions in respect of the Overseas-Listed Foreign-Invested Shares listed in Hong Kong and London shall be paid in Hong Kong dollars in accordance with relevant PRC foreign exchange regulations. The exchange rate shall be calculated on the basis of the average closing exchange price of Hong Kong Dollar against Renminbi issued by the People's Bank of China in each business day of the week immediately preceding the date when such dividends are declared. (2) The board of directors may distribute interim dividends or bonus unless the shareholders' general meeting decides otherwise. (3) Where the Company distributes dividends to its shareholders, it shall withhold taxes levied upon such dividends in accordance with PRC tax laws. (4) Where the Company distributes dividends by way of shares, it shall obtain approvals from approval authorities of the State." 3.3 Adding one article after Article 208 as Article 209 of the amended Articles: "Article 209: In the event that the Company has generated profits and the accumulative undistributed profit is a positive figure; and the cash flow of the Company is sufficient for the normal operation and sustainable development of the Company, the Company shall distribute its dividends by way of cash. The amount of profit to be distributed by way of cash in a year in principle shall be 50% of the net profit of the parent company realised in such year in accordance with PRC accounting standards. In the event that the Company is well operated and the board of directors of the Company considers that the price of Company's shares does not match the size of share capital of the Company and that distributing dividends by way of shares is to the interests of all shareholders of the Company as a whole, the Company may propose a plan for the distribution of dividends by way of shares, provided that the requirements for the distribution of cash dividends have been fulfilled. The profit distribution plan of the Company shall be drafted by the management and submitted to the board of directors and board of supervisors of the Company for consideration and approval. The board of directors shall fully discuss the rationality of the profit distribution plan, produce specific resolutions in this regard, and submit to the shareholders' general meeting for consideration and approval. In special circumstances where the Company will not distribute its cash dividends, the board of directors shall prepare particular explanations in respect of the reason explaining why the Company will not distribute cash dividends, the specific purposes for the reserved profits and the estimated income generated from investment and other matters. After being opined on by the independent directors, such explanations shall be submitted to the shareholders' general meeting for consideration and approval, and shall be disclosed to the media designated by the Company. In the event that the Company has profit but has not proposed any distribution plan, or the Company proposes to adjust its profit distribution policy, the board of directors shall have specific discussions in this regard and shall fully discuss the reasons for such adjustment and produce a written discussion report. The discussion report, after being considered and approve by the independent directors, shall be submitted to the shareholders' general meeting for approval by way of special resolutions In the event that the shareholders' general meeting has adopted resolutions in respect of the profit distribution plan, the board of directors shall complete the distribution of dividends by way of cash (or shares) within 2 months after such shareholders' general meeting. The Company shall establish communications with the minority shareholders by multiple channels, so that such minority shareholders will have opportunities to provide their opinion in respect of the profit distribution policy and the adjustments to the
profit distribution policy to the Company."
4. The provisions after Article 209 of the amended Articles shall be
renumbered in order accordingly. "The Resolution on Amendments to the Company's Registered Capital and the Articles of Association of the Company" is still subject to the approval by the shareholders of the Company (the "Shareholders"). The full terms of the proposed amendments to the Articles will be provided in the relevant circular to be dispatched to the Shareholders. An extraordinary general meeting will be convened by the Company for the Shareholders to consider and, if thought fit, approve the proposed amendments to the Articles by way of special resolutions. 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 13:45 GMT