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Datang Intnl Pwr Gen — Declaration of Voting Results & Voting Rights Announcements 2012
Jun 6, 2012
10467_agm-r_2012-06-06_70adefa6-bc48-4387-90e1-ebf88e7de4ff.pdf
Declaration of Voting Results & Voting Rights Announcements
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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.
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(a sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 991)
ANNOUNCEMENT RESOLUTIONS PASSED AT THE 2011 ANNUAL GENERAL MEETING
Datang International Power Generation Co., Ltd. (the “Company”) held its 2011 annual general meeting (the “AGM”) at the meeting room of 5/F, InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People’s Republic of China (the “PRC”) on 6 June 2012 (Wednesday). The convening of the AGM complied with the requirements of the Company Law of the PRC and the articles of association of the Company.
As at the date of the AGM, there were 13,310,037,578 issued shares of the Company in total (the “Shares”) which were entitled to vote for or against all resolutions at the AGM, other than ordinary resolutions numbered (7), (8), (9) and (10). Shareholders of the Company or their authorised proxies who attended the AGM represented an aggregate of 8,630,156,890 Shares with voting right, or approximately 64.84% of the total issued Shares of the Company. The AGM was chaired by Mr. Liu Shunda, Chairman of the board of directors of the Company (the “Board”).
China Datang Corporation (CDC) and its associates, as at the date of the AGM which hold an aggregate of 4,260,977,414 Shares with voting right and represent approximately 49.37% of the issued Shares of the Company with voting right, were required to and did, abstain from voting on ordinary resolutions numbered (7), (8), (9) and (10) at the AGM.
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The following resolutions were passed at the AGM by way of poll:
| Ordinary Resolutions | Number of Shares | Number of Shares | PassingRate(%) |
|---|---|---|---|
| For | Against | ||
| 1. The “Report of the Board of Directors for the Year 2011(including Independent Directors’ Report on Work)” beconsidered and approved | 8,630,156,890 | 0 | 100% |
| 2. The “Report of the Supervisory Committee of theCompanyfor theyear 2011” be considered and approved | 8,630,156,890 | 0 | 100% |
| 3. The “Proposal of Final Accounts for the Year 2011” beconsidered and approved | 8,630,156,890 | 0 | 100% |
| 4. The “Profit Distribution Proposal for the Year 2011” beconsidered and approved | 8,630,156,890 | 0 | 100% |
| 5. The “Resolution on the Re-appointment of RSM ChinaCertified Public Accountants Co., Ltd.” be consideredand approved | 8,630,036,890 | 120,000 | 99.999% |
| 6. The “Resolution on the Provision of Guarantees forCertain Subsidiaries of the Company” be considered andapproved | |||
| 1) The Provision of Guarantees for YTP | 8,630,156,890 | 0 | 100% |
| 2) The Provision of Guarantees for BGP | 8,630,156,890 | 0 | 100% |
| 3) The Provision of Guarantees for Tangshan ThermalPower Company | 8,630,156,890 | 0 | 100% |
| 7. The “Resolution on the Provision of a Counter-guaranteefor the Borrowings of Datang International (Hong Kong)Limited” be considered and approved | 4,369,179,476 | 0 | 100% |
| 8. The “Resolution on the Provision of an Entrusted Loan toSichuanDatangInternationalGanziHydropowerDevelopment Co.,Ltd.” be considered and approved | 4,369,179,476 | 0 | 100% |
| 9. The “Resolution on the Supply of Coal by Beijing DatangFuel Co., Ltd. To Datang International and its ControlledSubsidiaries” be considered and approved | 4,369,179,476 | 0 | 100% |
| 10. The “Resolution on the Supply of Coal by InnerMongolia Datang Fuel Co., Ltd. to the EnterprisesManaged by the Inner Mongolia Branch of DatangInternational” be considered and approved | 4,369,179,476 | 0 | 100% |
| Special Resolution | |||
| 11. The “Proposal on Proposing to the Shareholders’ GeneralMeeting to Grant a Mandate to the Board to Determinethe Issuance of New Shares of Not More Than 20% ofEach Class of Shares” be considered and approved | 8,220,662,285 | 409,494,605 | 95.255% |
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Notes:
1. Unless otherwise defined, the terms used in this announcement shall have the same meanings as defined in the notice and supplemental notice of the AGM dated 19 April 2012 and 16 May 2012, respectively.
2. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as the scrutineer for the vote-takings of the ordinary resolutions as well as the special resolution at the AGM.
3. Save as disclosed herein, none of the shareholders of the Company who were entitled to attend the AGM had to vote only against any of the ordinary resolutions and the special resolution at the AGM. There were no Shares entitling the holder to attend the AGM and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules.
By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 6 June 2012
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, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors
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