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Modern Innovative Digital Technology Company Limited — Board/Management Information 2021
Nov 17, 2021
50521_rns_2021-11-17_31fc9e62-047f-410e-86d8-b18410caf171.pdf
Board/Management Information
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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: 00991)
OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON RESOLUTION OF THE BOARD OF DIRECTORS CHANGE OF JOINT COMPANY SECRETARY AND
CHANGE OF MEMBERS OF THE STRATEGIC DEVELOPMENT AND RISK CONTROL COMMITTEE, AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION AND APPRAISAL 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 Rules 13.10B and 13.51(5) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
A. RESOLUTION OF THE BOARD OF DIRECTORS
The twenty-fourth meeting of the tenth session of the Board of Datang International Power Generation Co., Ltd. (“ Datang International ” or the “ Company ”) was convened on Wednesday, 17 November 2021 at 1616 Conference Room of the Company, 9 Guangningbo Street, Xicheng District, Beijing. The written notice convening the meeting was issued on 3 November 2021. There were 15 Directors eligible for attending the meeting and 14 of them attended the meeting. Cao Xin (Director) was unable to attend the meeting in person due to business engagement, and he had authorised Zhao Xianguo (Director) to attend and vote at the meeting on his behalf. The convening of the meeting was in compliance with the provisions stipulated in the Company Law of the People’s Republic of China and the articles of association of Datang International Power Generation Co., Ltd. (the “ Articles ”), and was lawful and valid.
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In accordance with the Articles, Mr. Liang Yongpan (Chairman) presided over the meeting. The following resolutions were considered and unanimously approved by the attending Directors or their authorised proxies through voting at the meeting:
I. The “Resolution on the Change of Joint Company Secretary of Datang International” was Considered and Approved
Voting results: 15 voted in favour, 0 voted against, 0 abstained
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It was approved that Ms. Mak Po Man Cherie (“ Ms. Mak ”) would be appointed as a joint company secretary of Datang International in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”), to provide assistance to Mr. Jiang Jinming (“ Mr. Jiang ”), the chief accountant and joint company secretary of the Company to discharge his duties as a company secretary. The term of office of Ms. Mak shall commence on the day following the date of passing this resolution at the Board meeting (i.e. 18 November 2021) until 29 August 2022. (Please refer to the appendix to this announcement for biographical details of Ms. Mak)
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It was approved that Ms. Ko Mei Ying (“ Ms. Ko ”) would cease to be a joint company secretary of the Company, with effect from the date of passing this resolution at the Board meeting (i.e. 17 November 2021). Ms. Ko confirmed that she has no disagreement with the Board of the Company and there are no circumstances which need to be brought to the attention of The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) or the shareholders of the Company. The Board of the Company expressed its gratitude towards Ms. Ko for her contributions during her tenure of service as a joint company secretary of the Company.
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II. THE “RESOLUTION ON THE ADJUSTMENTS TO THE MEMBERS OF SPECIALISED COMMITTEES OF THE TENTH SESSION OF THE BOARD OF DATANG INTERNATIONAL” WAS CONSIDERED AND APPROVED
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
It was approved to make adjustment to the members of specialized committees of the tenth session of the Board of Datang International. After adjustment, the constitution of each specialised committee of the Board is as follows:
(1) Strategic Development and Risk Control Committee
Convenor: Liang Yongpan
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Members: Liu Jizhen (independent non-executive Director), Cao Xin, Zhu Shaowen, Liu Jianlong, Su Min, Sun Yongxing
(2) Audit Committee
Convenor: Zong Wenlong (independent non-executive Director)
- Members: Niu Dongxiao (independent non-executive Director), Si Fengqi (independent non-executive Director), Jin Shengxiang, Ying Xuejun
(3) Remuneration and Appraisal Committee
Convenor: Niu Dongxiao (independent non-executive Director)
Members: Kou Baoquan (independent non-executive Director), Zong Wenlong (independent non-executive Director), Liu Jianlong, Zhao Xianguo
(4) Nomination Committee
Convenor: Niu Dongxiao (independent non-executive Director)
- Members: Kou Baoquan (independent non-executive Director), Si Fengqi (independent non-executive Director), Liu Jianlong, Su Min
III. THE “RESOLUTION ON THE INCREASE OF THE ENTRUSTED LOAN BUDGET OF DATANG INTERNATIONAL IN 2021” WAS CONSIDERED AND APPROVED
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
It was approved that the entrusted loan budget of Datang International in 2021 will be increased by RMB4.5 billion. Particularly, entrusted loans offered to Shanxi Datang International Yuncheng Power Generation Company Limited, the investees, will not exceed RMB311 million.
- IV. THE “RESOLUTION ON THE ASSET RETIREMENT RELATED TO UNITS SHUTDOWN OF DOUHE POWER PLANT OF DATANG INTERNATIONAL” WAS CONSIDERED AND APPROVED
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
It was approved that the assets involved in units shutdown of Douhe Power Plant would be retired, and disposed upon provision of impairment and retirement in accordance with the Accounting Standards for Business Enterprises. It is expected that the total profit of
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Datang International in 2021 will decrease by approximately RMB400 million and the net profit attributable to the parent company will decrease by approximately RMB400 million due to impact of the abovementioned proposed retirement of assets.
The Directors (including independent non-executive Directors) are of the view that the provision of impairment and retirement and disposal of the assets are in compliance with the provisions of the Accounting Standards for Business Enterprises and the relevant accounting policies of the Company, objectively and fairly reflect the assets conditions of the Company, and ensure the truth and accuracy of the accounting information without prejudicing the legitimate interests of the shareholders of the Company.
For details of the retirement of assets, please refer to the relevant announcement published by the Company on the same date.
- V. THE “RESOLUTION ON THE INVESTMENT AND CONSTRUCTION OF 2.15MW ROOF DISTRIBUTED PHOTOVOLTAIC POWER PROJECT OF GAOJING THERMAL POWER PLANT” WAS CONSIDERED AND APPROVED
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
It was approved that Datang International would invest and construct the 2.15MW roof photovoltaic power project of Beijing Gaojing Thermal Power Plant of Datang International with a total project investment amount of approximately RMB13 million.
- VI. THE “RESOLUTION ON THE INVESTMENT AND CONSTRUCTION OF ANHUI HUAIBEI WUGOU 85MW AGRICULTURAL PHOTOVOLTAIC PROJECT” WAS CONSIDERED AND APPROVED
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
It was approved to invest and construct the Anhui Huaibei Wugou 85MW agricultural photovoltaic project with a total project investment amount of approximately RMB448 million.
B. WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE HONG KONG LISTING RULES
Pursuant to Rules 3.28 and 8.17 of the Hong Kong Listing Rules, the Company must appoint a company secretary who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Hong Kong Stock Exchange, capable of discharging the functions of a company secretary.
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Reference is made to the relevant overseas regulatory announcement of the Company dated 20 January 2020 in relation to, among other matters, the appointment of Ms. Ko as a joint company secretary of the Company and the waiver granted to the Company by the Hong Kong Stock Exchange from strict compliance with Rules 3.28 and 8.17 of the Hong Kong Listing Rules in relation to the eligibility of Mr. Jiang to act as one of the joint company secretaries of the Company for a period from the appointment of Ms. Ko as a joint company secretary (i.e. 21 January 2020) until 29 August 2022 (the “ Waiver Period ”) if, among other things, Mr. Jiang will be assisted by Ms. Ko during the Waiver Period(the “ Waiver ”). The Waiver will be revoked immediately if and when Ms. Ko ceases to provide assistance to Mr. Jiang during the Waiver Period.
As Mr. Jiang currently does not possess the requisite qualifications or the relevant experience as required under Rule 3.28 of the Hong Kong Listing Rules, and the Waiver will be revoked upon the resignation of Ms. Ko as a joint company secretary, the Company has therefore appointed Ms. Mak who possesses the requisite qualifications under Rule 3.28 of the Hong Kong Listing Rules as a joint company secretary.
The Company has applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has granted a new waiver (the “ New Waiver ”) to the Company from strict compliance with requirements under Rules 3.28 and 8.17 of the Hong Kong Listing Rules for a period from the date of appointment of Ms. Mak as a joint company secretary (i.e.18 November 2021) to 29 August 2022 (i.e. the remaining period of the Waiver Period) (the “ New Waiver Period ”) in relation to the eligibility of Mr. Jiang to act as a joint company secretary. The New Waiver is granted on the conditions that:
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(i) Mr. Jiang must be assisted by Ms. Mak, the other joint company secretary of the Company, during the New Waiver Period;
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(ii) the New Waiver could be revoked if there are material breaches of the Hong Kong Listing Rules by the Company.
Before the end of the New Waiver Period, the Company must demonstrate and seek the Hong Kong Stock Exchange’s confirmation that Mr. Jiang, having had the benefit of Ms. Mak’s assistance during the New Waiver Period, has attained the relevant experience and is capable of discharging the functions of a company secretary under Rule 3.28 of the Hong Kong Listing Rules such that a further waiver will not be necessary. The New Waiver applies to Ms. Mak’s appointment as the joint company secretary only. The Hong Kong Stock Exchange may withdraw or change the New Waiver if the Company’s situation changes.
The biographical details of Ms. Mak are set out in the appendix to this announcement.
By Order of the Board
Jiang Jinming Company Secretary
Beijing, the PRC, 17 November 2021
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As at the date of this announcement, the Directors of the Company are:
Liang Yongpan, Qu Bo, Ying Xuejun, Liu Jianlong, Su Min, Zhu Shaowen, Cao Xin, Zhao Xianguo, Jin Shengxiang, Sun Yongxing, Liu Jizhen, Niu Dongxiao , Kou Baoquan, Zong Wenlong, Si Fengqi*
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Independent non-executive Directors
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APPENDIX: BIOGRAPHICAL DETAILS OF MS. MAK PO MAN
Ms. Mak Po Man Cherie is currently the Vice President of corporate secretarial department of SWCS Corporate Services Group (Hong Kong) Limited. She has worked for various professional firms and listed companies in Hong Kong, with over 16 years of experience in the fields of audit, accounting, corporate finance, compliance and corporate secretarial. Ms. Mak obtained a Master of Corporate Governance degree from The Hong Kong Polytechnic University in 2017. She has been admitted as an associate member of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom in 2017, a member of the Hong Kong Institute of Certified Public Accountants in 2003, and a fellow member of the Association of Chartered Certified Accountants in 2006.
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