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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
ANNOUNCEMENT ON RESOLUTIONS
OF THE BOARD OF DIRECTORS AND CHANGE IN MEMBERS IN NOMINATION
COMMITTEE, AUDIT COMMITTEE, REMUNERATION AND APPRAISAL COMMITTEE AND
STRATEGIC DEVELOPMENT AND RISK CONTROL 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 on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").
The twenty fifth meeting of the eighth session of the Board of Datang International Power Generation Co., Ltd, ("Datang International" or the "Company") was convened at the meeting room of 2/F, The Westin Beijing Financial Street, 9B Financial Street, Xicheng District, Beijing at 10:30 a.m. on 14 August 2015 (Friday). The written notice of the Meeting was dispatched to all Directors on 3 August 2015. There were 15 Directors eligible for attending the meeting and 11 of them attended the meeting. Directors Chen Jinhang, Zhou Gang, Liu Haixia, and Jiang Guohua, were unable to attend the meeting in person due to business engagement, and they have authorised Directors Hu Shengmu, Wu Jing, Guan Tiangang, and Feng Genfu respectively to attend the meeting and vote on their behalf respectively. The convening of the meeting was 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. Three supervisors of the Company were present at the meeting. Wu Jing, the vice chairman of the Company, presided the meeting. The following resolutions were approved unanimously by the attending Directors or their authorised proxies by way of voting by show of hands at the meeting:
1.The "Explanation on the 2015 Interim Results" was considered and approved
(1) Voting results: 15 voted in favour, 0 voted against and 0 abstained
Approved the content of the 2015 interim report, the summary of interim report and the results announcement ("2015 Interim Results") of the Company.
(2) Voting results: 12 voted in favour, 0 voted against and 3 abstained
Confirmed the "Implementation of Major Connected Transactions in the First Half of 2015". The Directors (including the independent Directors) were of the view that connected transactions in the first half of 2015 were in the ordinary and usual course of business of the Company with normal commercial terms, and were fair and reasonable, and were in the interests of the Company and its shareholders as a whole. Connected Directors Chen Jinhang, Hu Shengmu, and Liang Yongpan have abstained from voting on this resolution.
2.The "Resolution on the Provision of Guarantees for Financial Leases of Certain Subsidiaries" was considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) Agreed the financial lease business of the following subsidiaries of the Company under past Board of Directors' Resolutions for the replacement of existing guaranteed loans, replacement of internal entrusted loans and repayment of loans due between 2015 and 2016;
Currency: RMB
| No. | Company | Amount (in million) | Term | Leasing Company |
| 1 | Zhejiang Datang International Jiangshan Xincheng Thermal Power Company Limited | 200 | 12 years | Maotai Jianyin (Shanghai) Leasing Co., Ltd. |
| 2 | Yunnan Datang International Honghe Power Generation Company Limited | 800 | 6 years | Maotai Jianyin (Shanghai) Leasing Co., Ltd. |
| 3 | Yunnan Datang International Wenshan Hydropower Development Company Limited | 200 | 8 years | Maotai Jianyin (Shanghai) Leasing Co., Ltd. |
| 4 | Yunnan Datang International Mengyejiang Hydropower Development Company Limited | 80 | 8 years | Datang Finance Leasing Co., Ltd. |
| 5 | Yunnan Datang International Nalan Hydropower Development Company | 80 | 3 years | Datang Finance Leasing Co., Ltd. |
| 6 | Ningxia Datang International Qingtongxia Wind Power Company Limited | 200 | 10 years | Datang Finance Leasing Co., Ltd. |
| Total | 1,560 |
(2) Agreed that the Company to provide full amount guarantees, for the abovementioned financial leases for not exceeding the principal amount of each of the finance lease;
(3) Agreed the above six subsidiaries and Datang Financial Lease Co., Ltd to enter into a series of contracts with Maotai Jianyin (Shanghai) Leasing Co., Ltd., and Railway Sub-branch of China Construction Bank Corporation (the "Railway Sub-branch of CBC") respectively, to transfer the creditor's right of the master contract under the financial leasing agreement, to the Railway Sub-branch of CBC. The Company bares the liability for guarantee to the Railway Sub-branch of CBC;
(4) Given that the gearing ratios for the abovementioned six subsidiaries are all over 70%, it is agreed that the provision of guarantees for these financial leases to be submitted to the general meeting for shareholders' consideration.
The Company will issue a separate announcement after the abovementioned contracts are entered into in accordance with relevant rules.
3.The "Resolution on Entering into the Leasing and Factoring Business Cooperation Agreement with Shanghai Datang Financial Lease Co., Ltd." was considered and approved
Voting results: 12 voted in favour, 0 voted against and 3 abstained
(1) Agreed that the Company and Shanghai Datang Financial Lease Co., Ltd. ("Shanghai Datang Financial Lease Company") to enter into the "Leasing and Factoring Business Cooperation Agreement" (the "Cooperation Agreement"); and the term of the agreement to be 36 months from the effective date of the agreement;
(2) Agreed that during the effective term of the agreement, Shanghai Datang Financial Lease Company to provide no more than RMB10 billion to the Company and its entities as financial leasing fee and factoring business supporting fee every 12 months;
(3) Pursuant to the listing rules of the Stock Exchange of Hong Kong Limited, Shanghai Datang Financial Lease Company is a connected person of Datang International, and therefore the entering into the Cooperation Agreement between the Company and Shanghai Datang Financial Lease Company constitutes a connected transaction of the Company. According to the Listing Rules of the Shanghai Stock Exchange, connected Directors, namely, Chen Jinhang, Hu Shengmu and Liang Yongpan, have abstained from voting on this resolution;
(4) The Directors (including the independent Directors) were of the view that the abovementioned connected transaction was conducted in the ordinary course of business of the Company on normal commercial terms, and was fair and reasonable and in the interest of the Company and the shareholders as a whole;
(5) Agreed to submit this connected transaction to the general meeting for shareholders' consideration.
4.The "Resolution on the Adjustments of Members of Specialised Board Committees of the Company" was considered and approved
Voting results: 15 voted in favour, 0 voted against and 0 abstained
(1) Agreed that Mr. Luo Zhongwei to hold the office as the member and convener of the Strategic Development and Risk Control Committee under the Board of the Company, and that Mr. Dong Heyi will cease to hold the office as the member and convener of such committee;
(2) Agreed that Mr. Jiang Fuxiu to hold the office as the members of the Strategic Development and Risk Control Committee as well as the Audit Committee under the Board of the Company, and that Mr. Ye Yansheng will cease to hold the office as the members of the above two committees;
(3) Agreed that Mr. Liu Huangsong to hold the office as the members and conveners of the Remuneration and Appraisal Committee and Nomination Committee under the Board of the Company, and that Ms. Zhao Jie will cease to hold the office as the members and the conveners of the above two committees as well as the member of the Strategic Development and Risk Control Committee.
As the abovementioned resolutions numbered 2 and 3 shall be submitted to the general meeting for shareholders' consideration, the Company will issue a notice of the relevant general meeting in due course.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 14 August 2015
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin,
Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun,
Jiang Guohua*, Feng Genfu*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*
* Independent non-executive Directors
