DATANG INTERNATIONAL POWER GENERATION CO., LTD.

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Delayed Hong Kong Stock Exchange  -  05/25 04:08:04 am EDT
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Datang International Power Generation : OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON RESOLUTIONS OF THE BOARD OF DIRECTORS

03/26/2021 | 08:33am EDT

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.

(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 13.10B of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").

The seventeenth meeting of the tenth session of the Board of Datang International Power Generation Co., Ltd. ("Datang International" or the "Company") was convened at 10:30 a.m. on Friday, 26

March 2021. A written notice convening the meeting was issued on 12 March 2021. There were 14

Directors eligible for attending the meeting and 11 of them attended the meeting. Chen Feihu (Director), Cao Xin (Director) and Liu Jizhen (Director) were unable to attend the meeting in person due to business engagements, and they had authorised Liang Yongpan (Director), Zhao Xianguo (Director) and Luo Zhongwei (Director), respectively, to attend and vote at the meeting on their behalf. The convening of the meeting was in compliance with the provisions stipulated in the Company Law of the People's Republic of China (the "Company Law") and the articles of association of Datang International Power Generation Co., Ltd. (the "Articles of Association"), and was lawful and valid. 3 supervisors of the Company attended the meeting. In accordance with the Articles of Association, the meeting was presided by Mr. Liang Yongpan (Director) as unanimously elected by the Directors of the Company. The following resolutions were considered and unanimously approved by the attending Directors or their authorized proxies through voting at the meeting:

  • I. THE "2020 WORK REPORT OF THE GENERAL MANAGER" WAS CONSIDERED AND APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

  • II. THE "WORK REPORT OF THE BOARD FOR THE YEAR 2020" (INCLUDING THE WORK REPORT OF THE INDEPENDENT DIRECTORS) WAS CONSIDERED AND

    APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

  • III. THE "RESOLUTION ON THE SOCIAL RESPONSIBILITY REPORT (ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT) FOR THE YEAR 2020" WAS CONSIDERED AND APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    The Social Responsibility Report (Environmental, Social and Governance Report) of the Company for the Year 2020 was approved to be published.

  • IV. THE "RESOLUTION ON THE EVALUATION REPORT ON INTERNAL CONTROL

    AND THE AUDIT REPORT FOR THE YEAR 2020" WAS CONSIDERED AND

    APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    The Evaluation Report on Internal Control and the Audit Report of the Company for the Year 2020 was approved to be published.

  • V. THE "RESOLUTION ON THE SPECIAL REPORT REGARDING DEPOSIT AND

    ACTUAL USE OF PROCEEDS FOR THE YEAR 2020" WAS CONSIDERED AND

    APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    The content of the "Special Report Regarding Deposit and Actual Use of Proceeds for the Year 2020" was approved.

    For details, please refer to the overseas regulatory announcement published by the Company on the same day.

  • VI. THE "RESOLUTION ON THE CONNECTED TRANSACTIONS OF THE COMPANY FOR THE YEAR 2020" WAS CONSIDERED AND APPROVED

    Voting results: 12 voted in favour, 0 voted against and 2 abstained

    The "Resolution on the Connected Transactions of the Company for the Year 2020" was approved. The Directors of the Company (including independent non-executive Directors) were of the view that the connected transactions entered into during the year 2020 were conducted on normal commercial terms in the ordinary course of business of the Company, and were fair, reasonable and in the interests of the Company and the shareholders as a whole.

  • VII. THE "RESOLUTION ON THE APPROPRIATION OF NON-OPERATING FUNDS AND

    OTHER TRANSACTIONS OF RELATED FUNDS" WAS CONSIDERED AND

    APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    The "Consolidated Table Regarding Appropriation of Non-operating Funds and Other Transactions of Related Funds for the Year 2020" prepared by the Company was approved.

    For details, please refer to the overseas regulatory announcement published by the Company on the same day in relation to the special explanations and its appendixes by the accountant on appropriation of non-operating funds and other transactions of related funds of Datang International for the year 2020.

  • VIII. THE "RESOLUTION ON PROVISIONS FOR ASSET IMPAIRMENT, RETIREMENT AND WRITE-OFF OF ASSETS OF CERTAIN AFFILIATED ENTERPRISES" WAS CONSIDERED AND APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    The provisions for asset impairment, retirement and write-off of assets of certain affiliated enterprises of the Company in compliance with the provisions of the Accounting Standards for Business Enterprises and the relevant financial accounting policies of the Company were approved. The combined effect of the foregoing matters resulted in a decrease in the total profit of Datang International for 2020 by approximately RMB662 million and a decrease in net profit attributable to the parent company by approximately RMB612 million.

    The Directors of the Company (including independent non-executive Directors) were of the view that the provisions for asset impairment, retirement and write-off of assets were in compliance with the requirements of the Accounting Standards for Business Enterprises and the relevant accounting policies of the Company, objectively and truly reflected the assets of the Company and ensure that the accounting information was true and accurate without prejudice to the legitimate interests of the Company and minority shareholders.

For details, please refer to the relevant announcement published by the Company on the same day.

IX. THE "RESOLUTION ON THE FINANCIAL REPORT FOR THE YEAR 2020" WAS CONSIDERED AND APPROVED

Voting results: 14 voted in favour, 0 voted against and 0 abstained

X. THE "RESOLUTION ON THE PROFIT DISTRIBUTION PROPOSAL FOR THE YEAR 2020" WAS CONSIDERED AND APPROVED

Voting results: 14 voted in favour, 0 voted against and 0 abstained

The profit distribution proposal of distributing a cash dividend of RMB0.091 (tax inclusive) per share based on the total number of shares registered as at the record date for declaration of dividend distribution was approved, and the total amount of cash dividend to be distributed is approximately RMB1,684 million, which will be implemented after consideration and approval by the general meeting of the Company.

  • XI. THE "RESOLUTION ON THE EXPLANATION ON THE PUBLICATION OF ANNUAL REPORT FOR THE YEAR 2020" WAS CONSIDERED AND APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    The 2020 annual report, summary of annual report and results announcement of the Company were approved to be published.

  • XII. THE "RESOLUTION ON ENTRUSTED LOANS AND "LENDING AND REPAYMENT" LOAN BUDGET FOR THE YEAR 2021" WAS CONSIDERED AND APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    • 1. It was approved that the entrusted loan balance of the Company in 2021 would be controlled within RMB11,958 million. Any entrusted loans offered to related parties, associates or joint ventures shall be subject to separate approval and disclosure procedures as required, if applicable.

    • 2. It was approved that within the entrusted loan budget in 2021, the parent company or subsidiaries of Datang International would provide Shanxi Datang International Yuncheng

      Power Generation Company Limited with an entrusted loan of RMB226 million for a period of 1 year at the interest rate of 6.35% which shall be used to repay due guaranteed financing and the principal and interest of entrusted loan.

3. It was approved that the balance of "lending and repayment" loans of the Company in 2021 would be controlled to be less than RMB300 million.

  • XIII. THE "RESOLUTION ON THE ENGAGEMENT OF ACCOUNTING FIRM FOR THE YEAR 2021" WAS CONSIDERED AND APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    • 1. It was approved that Baker Tilly China (Special General Partnership) and Baker Tilly Hong Kong Limited (hereinafter referred as "Baker Tilly") shall be engaged as the domestic and the international financial report auditors of the Company for the year 2021, with a term of one year and the audit fee of RMB11.3050 million.

    • 2. The independent non-executive Directors of the Company were of the opinion that Baker Tilly has the business qualifications of securities, futures and financial auditing as well as experience in and capacity for providing audit services for listed companies. As the domestic and the international auditors of the Company for the year 2020, they successfully fulfilled their contracted obligations for audit of 2020 annual report in line with the principle of independence, objectiveness and fairness. The extension of engagement of Baker Tilly as the auditors of the Company for the year 2021 is in compliance with the requirements of relevant laws and regulations and the Articles of Association and without prejudice to the interests of the Company and non-controlling shareholders.

    For details, please refer to the overseas regulatory announcement published by the Company on the same date.

  • XIV. THE "RESOLUTION ON THE CAPITAL CONTRIBUTION TO CHINA DATANG CORPORATION NUCLEAR POWER CO., LIMITED" WAS CONSIDERED AND APPROVED

    Voting results: 12 voted in favour, 0 voted against and 2 abstained

    It was approved that the Company will increase the capital of China Datang Corporation Nuclear Power Company Limited ("Datang Nuclear Power Company") by approximately RMB86.24 million based on its shareholding of 40% in Datang Nuclear Power Company, which will be used for the construction of invested projects and the preliminary development of related nuclear power projects. After the capital increase, the Company's shareholding in Datang Nuclear Power Company will remain 40%.

    The Directors of the Company (including independent non-executive Directors) were of the view that the capital increase to Datang Nuclear Power Company is beneficial to the promotion of construction of the invested nuclear power projects and the development of preliminary projects, and is in the interests of the Company and the shareholders as a whole.

Further announcement will be published by the Company after the execution of the relevant agreement(s), if applicable.

  • XV. THE "RESOLUTION ON THE INVESTMENT IN THE CONSTRUCTION OF 7 NEW ENERGY PROJECTS INCLUDING TIANJIN BAODI ZHONGDIAN TIANRUI 30MW DISTRIBUTED WIND POWER PROJECT" WAS CONSIDERED AND APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    It was approved that the Company or its subsidiary will invest in the construction of 7 new energy projects including Tianjin Baodi Zhongdian Tianrui 30MW distributed wind power project, Qingyuan Lianzhou Xingzi Town 40MW agricultural and photovoltaic project, Heilongjiang Heihe Sunwu 100MW wind power project, Hebei Fengning Dahexi phase II 90MW wind power project, Anhui Feidong Ancient City 50MW photovoltaic project, Anhui Fengyang Zongpu 80MW photovoltaic project and Anhui Huaibei Qinggu 15MW photovoltaic project, with a total investment of approximately RMB2,230 million. The project capital accounts for 30% of the total investment, which is approximately RMB669 million.

  • XVI. THE "RESOLUTION ON CONVENING THE 2020 ANNUAL GENERAL MEETING" WAS CONSIDERED AND APPROVED

    Voting results: 14 voted in favour, 0 voted against and 0 abstained

    It was approved that the 2020 annual general meeting of the Company will be convened on or before 30 June 2021, and the secretary to the Board was authorised to issue the notice of the annual general meeting in due course according to the determined time and content.

    According to the requirements of the relevant laws and regulations and the Articles of Association, the abovementioned resolutions numbered II, IX, X and XIII are required to be proposed at the general meeting of the Company for consideration and approval.

    Pursuant to the listing rules in the places where the shares of the Company are listed, the above-mentioned resolutions numbered VI and XIV constitute connected transactions of the Company. The connected Directors, namely Mr. Chen Feihu and Mr. Qu Bo, have abstained from voting in respect of above resolutions.

By order of the Board

Jiang Jinming Company Secretary

Beijing, the PRC, 26 March 2021

As at the date of this announcement, the Directors of the Company are:

Chen Feihu, Qu Bo, Liang Yongpan, Ying Xuejun, Zhu Shaowen, Cao Xin, Zhao Xianguo, Jin Shengxiang, Sun Yongxing, Liu Jizhen*, Luo Zhongwei*, Liu Huangsong*, Jiang Fuxiu*, Niu Dongxiao*

* Independent non-executive Directors

Disclaimer

DTP - Datang International Power Generation Co. Ltd. published this content on 26 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2021 13:32:03 UTC.


© Publicnow 2021
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Yong Pan Liang Chairman & General Manager
Tong Liang Wang Member-Supervisory Board & Director-Legal Risk
Ji Zhen Liu Independent Non-Executive Director
Dong Xiao Niu Independent Non-Executive Director
Wen Long Zong Independent Non-Executive Director