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(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 contents of this announcement.
This announcement is made pursuant to Rule 13.10(B) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
The ninth meeting of the eighth session of the Board (the “Meeting”) of Datang International Power
Generation Co., Ltd. (the “Company”) was conducted by way of written resolution on 24 April
2014 (Thursday). There were 15 Directors eligible for attending the Meeting and 15 of them
attended the Meeting. The Meeting was held in compliance with the provisions stipulated in the
“Company Law” (the “Company Law”) and the “Articles of Association of Datang International
Power Generation Co., Ltd.” (the “Articles of Association”). The following resolutions were
approved unanimously at the Meeting:
1. The “Explanation of the 2014 First Quarterly Report” was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
2. The “Resolution on the Provision of Entrusted Loan to Inner Mongolia Datang
International Xilinhaote Mining Company Limited” was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
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(1) Agreed the Company to grant a revolving entrusted loan through commercial banks or
China Datang Finance Co., Ltd., a subsidiary of China Datang Corporation (“CDC”), a
controlling shareholder of the Company, with an amount not exceeding RMB1.5 billion to
Inner Mongolia Datang International Xilinhaote Mining Company Limited (“Xilinhaote
Mining Company”). The term of the entrusted loan shall not exceed three years from the
effective date of the entrusted loan contract at an interest rate based on the prevailing
benchmark interest rate to be charged for the same level of loans in RMB by the People’s
Bank of China during the same period;
(2) The Directors (including independent Directors) were of the view that the abovementioned
transaction was conducted on normal commercial terms and in the ordinary course of
business of the Company, and was fair, reasonable and in the interests of the shareholders
of the Company as a whole;
(3) Xilinhaote Mining Company is a connected person of the Company pursuant to the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(“Listing Rules”). The abovementioned provision of entrusted loan constitutes a connected
transaction of the Company and connected Directors have abstained from voting for the
resolution pursuant to the listing rules of The Shanghai Stock Exchange.
The Company will issue a separate announcement after the relevant contract is entered into.
3. The “Resolution on the Provision of Guarantee for the Financing of Datang Inner Mongolia
Duolun Coal Chemical Company Limited” was considered and approved.
Voting results: 12 voted in favour, 0 voted against and 3 abstained.
(1) Agreed that Datang Energy and Chemical Company Limited (“Energy and Chemical
Company”), a wholly-owned subsidiary of the Company, to provide joint liability
guarantee, in proportion to its equity holding (60%), to Datang Inner Mongolia Duolun
Coal Chemical Company Limited (“Duolun Coal Chemical Company”) for its financing
(RMB1 billion) based on its actual needs. The guarantee amount shall be RMB600 million
and shall be used for the replacement of due loans and the replenishment of liquid capital;
(2) The Directors (including independent Directors) were of the view that the
above-mentioned transaction was conducted on normal commercial terms and in the
ordinary course of business of the Company, and was fair, reasonable and in the interests of
the shareholders of the Company as a whole;
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(3) Duolun Coal Chemical Company is a connected person of the Company pursuant to the
Listing Rules. The above-mentioned provision of guarantee for financing constitutes a
connected transaction of the Company (exempt from reporting, announcement and
independent shareholders’ approval requirements under Chapter 14A of the Listing Rules)
and connected Directors have abstained from voting for the resolution pursuant to the
listing rules of The Shanghai Stock Exchange;
(4) Since the asset-liability ratio of Duolun Coal Chemical Company is above 70%, as
pursuant to the listing rules of The Shanghai Stock Exchange, the above-mentioned matter
shall be submitted to the Company’s general meeting for shareholders’ consideration and
approval.
For the details of the relevant guarantee agreement, please refer to the Company’s relevant
announcement published on the same day.
4. The “Resolution on the Investment in the Construction of New Project of ‘Replacing Small
Units with Larger Units’ of Liaoning Datang International Shenfu Connection Areas
Thermal Power Plant” was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
(1) Agreed that the Company to make capital contribution of RMB635.86 million to the
formation of a project company for the construction of a new project of “Replacing Small
Units with Larger Units” of Datang International Shenfu Connection Areas Thermal Power
Plant (the “Shendong Thermal Power Project”), a project to be wholly owned by the
Company. The project involves the construction of two 350MW ultra-supercritical
extraction heating generating units, with facilities for desulfurisation and denitration of
exhaust gas to be constructed simultaneously;
(2) The Shendong Thermal Power Project is expected to involve an investment of
approximately RMB3,179.3 million. The project capital is approximately RMB635.86
million (to be paid by the Company’s own funds), which accounts for 20% of the total
investment, while the remaining construction funds will be settled by way of bank loans.
The Shendong Thermal Power Project is located in Dongling District, Shenyang City, Liaoning
Province. The project involves the construction of two 350MW ultra-supercritical extraction
heating generating units, with facilities for desulfurisation and denitration of exhaust gas to be
constructed simultaneously. Upon completion of construction and commencement of
production, this project will be responsible for all the centralised heat supply within Shenfu
New Town, Dongling District, Shenyang City.
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The Company considers that the capital contribution to the construction of Shendong Thermal
Power Project will be beneficial to the optimisation of power source structure and help to
establish an efficient thermal power base in Bohai-Rim, with Beijing-Tianjin-Hebei-Liaoning
as the centre, and the construction of this project is in the interests of the Company and the
shareholders as a whole.
As the abovementioned resolution numbered 3 shall be submitted to the general meeting for
shareholders’ consideration and approval, the Board has authorised the Secretary to the Board to
issue a notice of the relevant general meeting in due course upon confirmation of the time for the
general meeting and other details.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 24 April 2014
As at the date of this announcement, the directors of the Company are:
C h e n J i n h a n g , H u S h e n g m u , Wu J i n g , F a n g Q i n g h a i , Z h o u G a n g ,
L i G en g s h en g , C a o X i n , C a i S h u w en , L i u H a i xi a , G u a n Ti a n g a n g ,
D o n g H e y i * , Ye Ya n s h e n g * , L i H e n g y u a n * , Z h a o J i e * , J i a n g G u o h u a *
* Independent non-executive directors
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