Securities code: Datang International Power Generation Co.Ltd(601991) securities abbreviation: Datang International Power Generation Co.Ltd(601991) Announcement No.: 2022013 Datang International Power Generation Co.Ltd(601991)
Announcement of resolutions of the board of directors
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The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents Datang International Power Generation Co.Ltd(601991) (“Datang International” or “the company”) held the 29th meeting of the 10th board of directors on Tuesday, March 29, 2022 in conference room 1616 of the company’s headquarters. The notice of the meeting was sent in writing on March 15, 2022. 15 directors should be present at the meeting, and 14 actually. Director Liu Jizhen cannot attend the meeting in person due to official reasons, and Director Niu Dongxiao has been authorized to attend and vote on his behalf. The meeting was held in accordance with the company law of the people’s Republic of China (“company law”) and the Datang International Power Generation Co.Ltd(601991) articles of Association (“articles of association”), and the meeting was legal and valid. Four supervisors of the company attended the meeting as nonvoting delegates. According to the articles of association, the meeting was presided over by the chairman, Mr. Liang yongpan. After voting by the directors present at the meeting or their authorized proxies, the meeting deliberated and unanimously adopted the following resolutions:
1、 Deliberated and adopted the 2021 general manager’s work report
Voting results: 15 in favor, 0 against and 0 abstention
2、 Deliberated and adopted the work report of the board of directors in 2021 (including the work report of independent directors)
Voting results: 15 in favor, 0 against and 0 abstention
3、 Deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 15 in favor, 0 against and 0 abstention
4、 Deliberated and passed the proposal on the profit distribution plan for 2021 and the use of surplus reserves to cover losses
Voting results: 15 in favor, 0 against and 0 abstention
It is agreed that the company will not make profit distribution in 2021 and use about 910 million yuan (RMB, the same below) discretionary surplus reserve to make up for losses.
5、 Deliberated and passed the proposal on Issuing the notes to the annual report of 2021
Voting results: 15 in favor, 0 against and 0 abstention
Agree to publish the company’s 2021 annual report, annual report summary and performance announcement.
6、 The proposal on related party transactions of the company in 2021 was deliberated and adopted
Voting results: 13 in favor, 0 against and 2 avoidance votes
Agree with the proposal on related party transactions of the company in 2021. The directors of the company (including independent directors) believe that the related party transactions in 2021 are transactions conducted in accordance with general commercial terms in the company’s daily business, which are fair and reasonable and in line with the overall interests of the company and shareholders.
7、 The proposal on withdrawing asset impairment, asset scrapping and write off of some affiliated enterprises was deliberated and adopted. The voting results: 15 votes in favor, 0 against and 0 abstention
It is agreed to withdraw asset impairment, asset retirement and write off for some affiliated enterprises in accordance with the accounting standards for business enterprises and relevant financial and accounting systems of the company. The combination of the above matters will affect the total profit of Datang International in 2021 by about 188 million yuan and the net profit attributable to the parent company by about 204 million yuan.
The directors of the company (including independent directors) believe that the provision for asset impairment, asset scrapping and write off complies with and complies with the accounting standards for business enterprises and relevant accounting systems of the company, can objectively and fairly reflect the assets of the company, ensure the authenticity and accuracy of accounting information, and there is no damage to the legitimate interests of the company and minority shareholders.
8、 The proposal on the budget of entrusted loans, guarantees, unified borrowing and repayment of loans in 2022 was deliberated and adopted. The voting results were: 15 in favor, 0 against and 0 abstention
1. It is agreed that the balance of entrusted loans of the company in 2022 should be controlled within 20.902 billion yuan. If entrusted loans are provided to affiliated persons, associates and joint ventures, the approval and disclosure procedures (if applicable) shall be performed separately in accordance with the provisions.
2. It is agreed that the company’s subsidiary Datang Heilongjiang Power Generation Co., Ltd. will provide financing guarantee for Datang Jixi Thermal Power Co., Ltd. and Datang Shuangyashan Thermal Power Co., Ltd. in 2022, with the guarantee amount not exceeding 290 million yuan. 3. It is agreed that the balance of the company’s unified loan and repayment in 2022 should be controlled within 279 million yuan.
For details of the guarantee, please refer to the relevant announcement issued by the company on the same day.
9、 The proposal on the special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted
Voting results: 15 in favor, 0 against and 0 abstention
Agree to the contents of the special report on the deposit and actual use of raised funds in 2021.
For details, please refer to the relevant announcement issued by the company on the same day.
10、 The proposal on the occupation of non operating funds and other related capital transactions in 2021 was deliberated and adopted
Voting results: 15 in favor, 0 against and 0 abstention
Agree to the summary of non operating capital occupation and other related capital transactions in 2021 prepared by the company. For details, please refer to the relevant announcement issued by the company on the same day.
11、 The proposal on the risk assessment report of China Datang Group Finance Co., Ltd. was deliberated and passed. The voting results: 13 in favor, 0 against and 2 avoidance votes
1. Agree to the risk assessment report of China Datang Group Finance Co., Ltd. prepared by the company.
2. The directors of the company (including independent directors) believe that China Datang Group Finance Co., Ltd. (the “finance company”) operates in strict accordance with the requirements of the measures for the administration of enterprise group finance companies issued by Bank Of China Limited(601988) Insurance Regulatory Commission. There is no risk in the related deposit and loan and other financial businesses between the company and the financial company. For details, please refer to the relevant announcement issued by the company on the same day.
12、 Deliberated and passed the proposal on employing accounting firms in 2022
Voting results: 15 in favor, 0 against and 0 abstention
1. Agree to continue to employ Tianzhi International Certified Public Accountants (special general partnership) and Tianzhi Hong Kong certified public accountants Co., Ltd. (hereinafter referred to as “Tianzhi international”) as the domestic and overseas financial report audit institutions of the company in 2022. The employment period is one year and the audit fee is RMB 11.585 million. Tianzhi International Certified Public Accountants (special general partnership) will continue to be employed as the internal control audit institution of the company in 2022. The employment period is one year and the audit fee is 1.8 million yuan.
2. The independent directors of the company believe that Tianzhi international has relevant business qualifications such as securities, futures and financial audit, and has the experience and ability to provide audit services for listed companies. As the domestic and overseas audit business and internal control audit accountant of Datang International in 2021, it has successfully completed the contractual obligations of annual report and internal control audit in 2021 based on the principles of independence, objectivity and impartiality.
The company continues to employ Tianzhi international as the company’s audit institution in 2022, which meets the requirements of relevant laws and regulations and the articles of association, and does not harm the interests of the company and minority shareholders.
For details, please refer to the relevant announcement issued by the company on the same day.
13、 Deliberated and passed the proposal on the 2021 social responsibility report (environmental, social and Governance Report)
Voting results: 15 in favor, 0 against and 0 abstention
Agree to issue the company’s 2021 social responsibility report (environmental, social and Governance Report).
14、 The proposal on internal control evaluation report and audit report in 2021 was considered and adopted
Voting results: 15 in favor, 0 against and 0 abstention
Agree to issue the company’s internal control evaluation report and audit report in 2021.
15、 The proposal on transferring 10% equity of Datang Overseas Power Operation Co., Ltd. was deliberated and passed. The voting results were: 13 in favor, 0 against and 2 avoided voting
It is agreed that Datang Anhui Power Generation Co., Ltd. (“Anhui Company”), a wholly-owned subsidiary of the company, will transfer its 10% equity of China Datang Group Overseas Power Operation Co., Ltd. (“shipping company”) to China Datang Group Overseas Investment Co., Ltd. (“overseas investment company”), with a transfer price of about 26 million yuan.
The directors of the company (including independent directors) believe that this transfer can optimize the capital structure of the company and is in line with the overall interests of the company and shareholders.
16、 The proposal on acquiring the equity and assets of the company affiliated to China Datang Group Cecep Solar Energy Co.Ltd(000591) Industry Co., Ltd. was deliberated and adopted
Voting results: 13 in favor, 0 against and 2 avoidance votes
It is agreed that the company or its subsidiaries acquire the equity and assets of the company affiliated to China Datang Group Cecep Solar Energy Co.Ltd(000591) Industry Co., Ltd. (” Cecep Solar Energy Co.Ltd(000591) company”) at a purchase price of about 122 million yuan.
The directors of the company (including independent directors) believe that this acquisition can improve the current situation that the installed capacity of the company’s new energy accounts for a relatively low proportion, and accelerate the optimization and adjustment of the industrial layout in the region where the project is located, which is in line with the overall interests of the company and shareholders. After the relevant agreements are signed, the company will make a separate announcement.
17、 The proposal on transferring 52% equity of Inner Mongolia Datang International Jungar Mining Co., Ltd. was deliberated and adopted
Voting results: 13 in favor, 0 against and 2 avoidance votes
It is agreed to transfer 52% equity of Inner Mongolia Datang International Jungar Mining Co., Ltd. to China Datang Group Energy Investment Co., Ltd., with a transfer price of about 497 million yuan.
The directors of the company (including independent directors) believe that this transfer can recover the investment cost of the company and avoid the uncertainty risk of subsequent development and operation of the project, which is in line with the overall interests of the company and shareholders.
After the relevant agreements are signed, the company will make a separate announcement.
18、 The proposal on investing in the construction of Chongqing Qianjiang Qilin 72mw wind power and other five new energy projects was reviewed and approved
Voting results: 15 in favor, 0 against and 0 abstention
It is agreed that the company or its subsidiaries will invest in the construction of five new energy projects, including Chongqing Qianjiang Qilin 72mw wind power project, Chongqing Wulong Heshun 90mw wind power project, Alxa League uliji 400MW wind power project, Shanxi Yingxian 50MW photovoltaic project and Datang Yangyuan 50MW photovoltaic project. The total investment of the above projects is about 4.74 billion yuan, and the project capital accounts for 30% of the total investment of the project.
19、 Deliberated and passed the proposal on investment in the construction of Guangdong Datang (Huaying) Chaozhou cogeneration project
Voting results: 15 in favor, 0 against and 0 abstention
It is agreed that the company will invest in the construction of Datang (Huaying) Chaozhou cogeneration project according to 70% share ratio. The total investment of the project is about 2.678 billion yuan, and the capital accounts for 30% of the total investment of the project.
20、 Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
Voting results: 15 in favor, 0 against and 0 abstention
Agree to convene the 2021 annual general meeting of shareholders of the company before June 30, 2022, and authorize the Secretary of the board of directors to issue the notice of the annual general meeting of shareholders in due time according to the determined time and content.
According to relevant laws and regulations and the articles of association, the matters related to guarantee in the above proposals 2, 3, 4, 12 and 8 need to be submitted to the general meeting of shareholders for deliberation and approval.
According to the Listing Rules of the place where the company’s shares are listed, the above proposals 6, 11, 15, 16 and 17 constitute related party transactions of the company, and the related directors Mr. Liu Jianlong and Mr. Su min have avoided voting on the above resolutions.
It is hereby announced.
Board of directors
