CHINA SHENHUA ENERGY COMPANY LIMITED 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 joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 01088)OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.The "Announcement Regarding Resolutions at the 3rd Meeting of the Third Session of the Board" and so on as published in Chinese in the China Securities Journal, the Shanghai Securities News, the Securities Times and the Securities Daily and on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 21 March 2015 is enclosed hereto as overseas regulatory announcement.
Beijing, 20 March, 2015
By Order of the Board
China Shenhua Energy Company LimitedHuang Qing
Secretary to the Board of Directors
As at the date of this announcement, the Board comprises the following: Dr. Zhang Yuzhuo, Dr. Ling Wen, Mr. Han Jianguo and Mr. Wang Xiaolin as executive directors, Mr. Chen Hongsheng as non-executive director, and Ms. Fan Hsu Lai Tai, Mr. Gong Huazhang and Mr. Guo Peizhang as independent non-executive directors.
Stock Code: 601088 Stock Short Name: China Shenhua No. of Announcement: Lin 2015-019
China Shenhua Energy Company Limited Announcement Regarding Resolutions at the 6th Meeting of the Third Session of the Board
The board of directors and all directors of China Shenhua Energy Company Limited (the "Company") guarantee that the information set out in this announcement does not contain any false statements, misleading representations or material omissions, and severally and jointly accept responsibility as to the truthfulness, accuracy and completeness of the content herein.
The 6th meeting of the third session of the board of directors (the "Board") of the Company, with written notice served on 9 March 2015, was held on site and by way of telecommunication on 20 March 2015 at 22 Andingmen Xibinhe Road, Dongcheng District, Beijing. Eight out of the eight eligible directors attended the meeting in person, including directors Dr. Ling Wen and Ms. Fan Hsu Lai Tai attending by telephone, and all members of the supervisory committee were in-attendance at the meeting. The convening of the meeting was in compliance with relevant laws including the Company Law, rules and regulations and the Articles of Association of the Company. All the resolutions of this meeting were passed.
The meeting was chaired by Chairman Zhang Yuzhuo. The following resolutions were passed after due consideration of the participating directors:
I. Resolution on the "Financial Report for 2014 of China Shenhua Energy
Company Limited"
All independent non-executive directors gave the independent opinion of
"consent" on this resolution.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
The proposal is subject to the approval of the 2014 annual general meeting.
II. Resolution on the Profit Distribution Plan of the Company for 2014
The profit distribution plan of the Company for 2014 is set out as below:
1. Net profit attributable to equity shareholders of the Company for 2014 under the Accounting Standards for Business Enterprises amounted to RMB36.807 billion, representing basic earnings per share of RMB1.851.
2. It is proposed to distribute a final dividend for 2014 of RMB0.74 per share (inclusive of tax) in cash, totalling approximately RMB14.718 billion (inclusive of tax), which represents 40% of net profit attributable to equity shareholders of the Company for 2014 under the Accounting Standards for Business Enterprises.
The Board resolved to submit the above profit distribution plan to the 2014 annual general meeting of the Company for consideration and approval, and to propose to the annual general meeting to authorise a committee comprising directors Dr. Zhang Yuzhuo, Dr. Ling Wen and Mr. Han Jianguo to implement the above mentioned profit
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distribution plan and to deal with the matters in relation to tax withholding as required by relevant laws, regulations and regulatory authorities.
All independent non-executive directors gave the independent opinion of
"consent" on this resolution.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
III. Resolution on the "Special Report on Deposit and Use of Proceeds of China
Shenhua Energy Company Limited"
The details of the aforesaid report are set out in the relevant document disclosed concurrently with this announcement.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
IV. Resolution on the "Directors' Report for 2014 of China Shenhua Energy
Company Limited"
The details of the aforesaid report are set out in 2014 annual report of the
Company
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
The proposal is subject to the approval of the 2014 annual general meeting.
V. Resolution on the "2014 Annual Report of China Shenhua Energy Company
Limited"
The details of the aforesaid report are set out in the relevant document disclosed concurrently with this announcement.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
VI. Resolution on the "2014 CSR Report of China Shenhua Energy Company
Limited"
The details of the aforesaid report are set out in the relevant document disclosed concurrently with this announcement.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
VII. Resolution on the Remuneration of the Directors and Supervisors of the
Company for 2014
The Board resolved to submit the proposal on remuneration of the directors and supervisors of the Company for 2014 to the 2014 annual general meeting of the Company for consideration and approval. All independent non-executive directors gave the independent opinion of "consent" on this resolution.
Details of the proposed remuneration of the directors and supervisors of the
Company for 2014 are set out in the 2014 annual report of the Company.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
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VIII. Resolution on the Remuneration of the Senior Management of the Company for 2014
The Board approved the proposal on remuneration of the senior management of the Company for 2014. All independent non-executive directors gave the independent opinion of "consent" on this resolution.
Details of the remuneration of the senior management of the Company for 2014 are set out in the 2014 annual report of the Company.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
IX. Resolution on the "2014 Assessment Report on the Internal Control of China
Shenhua Energy Company Limited"
The details of the aforesaid report are set out in the relevant document disclosed concurrently with this announcement.
All independent non-executive directors gave the independent opinion of
"consent" on this resolution.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
X. Resolution on Re-appointment of External Auditors of the Company for 2015
The Board considered and approved to submit to the 2014 annual general meeting the proposal for re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the Company's domestic and international auditors respectively for 2015, with a term up to the conclusion of the annual general meeting for the next year, and propose to the annual general meeting to authorise a committee comprising directors Dr. Zhang Yuzhuo, Dr. Ling Wen, Mr. Han Jianguo and Mr. Gong Huazhang to determine the remuneration of the auditors. All independent non-executive directors gave the independent opinion of "consent" on this resolution.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
XI. Resolution on Granting a General Mandate to the Board of Directors for
Issuance of A shares and H shares
The Board resolved to propose to the 2014 annual general meeting for consideration and approval by special resolution on the granting of:
1. a general mandate to the Board to, by reference to market conditions and in accordance with needs of the Company, issue and allot, either separately or concurrently, additional domestic shares ("A shares") or overseas-listed foreign invested shares ("H shares") not exceeding 20% of the number of respective class shares in issue at the time of passing this resolution at the annual general meeting. Pursuant to PRC laws and regulations, the Company will seek further approval from its shareholders in general meeting for each issuance of A shares even where this general mandate is granted.
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2. the board of directors be authorised to (including but not limited to the following):-
1) determine the class of shares to be issued, issuance price, time of issuance, period of issuance, number of shares to be issued, allottees and use of proceeds, and whether to issue shares to existing shareholders;
2) engage the services of professional advisers for share issuance related matters, and to approve and execute all acts, deeds, documents or other matters necessary, appropriate or required for share issuance;
3) approve and execute documents related to share issuance for submission to regulatory authorities, and to carry out relevant approval procedures;
4) after share issuance, make corresponding amendments to the articles of association of the Company relating to share capital and shareholdings etc, and to carry out relevant registrations and filings.
3. authorisation period: The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution of shareholders at a general meeting and ends at the earlier of:
1) the conclusion of the annual general meeting of the Company for 2015;
2) the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2014; or
3) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of shareholders at a general meeting,
except where the board of directors has resolved to issue domestic shares (A shares) or overseas-listed foreign invested shares (H shares) during the Relevant Period and the share issue is to be continued or implemented after the Relevant Period.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
XII. Resolution on Granting a General Mandate to the Board of Directors for
Repurchase of A shares and H shares
The Board resolved to propose to the 2014 annual general meeting, the 2015 first class meeting of the holders of domestic shares (A shares) and the 2015 first class meeting of the holders of overseas-listed foreign invested shares (H shares) for consideration and approval by special resolution on the granting of a general mandate to the Board:
1. to, by reference to market conditions and in accordance with needs of the Company, repurchase A shares not exceeding 10% of the number of A shares in issue at the time when this resolution is passed at annual general meeting and class meeting of shareholders. Pursuant to PRC laws and regulations, for repurchases of A shares, the Company will seek further approval from its shareholders at general meeting for each repurchase of A shares even where the general mandate is granted, but will not be required to seek shareholders' approval at class meetings of the holders of A shares and the holders of H shares;
2. to, by reference to market conditions and in accordance with needs of the
Company, repurchase H shares not exceeding 10% of the number of H shares in issue at
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the time when this resolution is passed at annual general meeting and class meeting of shareholders.
3. the board of directors be authorised to (including but not limited to the following):-
1) determine time of repurchase, period of repurchase, repurchase price and number of shares to repurchase, etc;
2) notify creditors and issue announcements;
3) open overseas share accounts and to carry out related change of foreign exchange registration procedures;
4) carry out relevant approval procedures and to carry out filings with the
China Securities Regulatory Commission;
5) carry out cancelation procedures for repurchased shares, make corresponding amendments to the articles of association of the Company relating to share capital and shareholdings etc, carry out modification Registrations, and to deal with any other documents and matters related to share repurchase.
4. authorisation period: The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution of shareholders at a general meeting and ends at the earlier of:
1) the conclusion of the annual general meeting of the Company for 2015;
2) the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for 2014, the first A shareholders' class meeting in 2015 and the first H shareholders' class meeting in 2015; or
3) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at a class meeting of domestic share (A share) shareholders or a class meeting of overseas-listed foreign invested share (H share) shareholders,
except where the board of directors has resolved to repurchase domestic shares (A shares) or overseas-listed foreign invested shares (H shares) during the Relevant Period and the share repurchase is to be continued or implemented after the Relevant Period.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
Notices of the 2014 annual general meeting, the 2015 first class meeting of the holders of A shares and the 2015 first class meeting of the holders of H shares will be issued separately by the Company in due course.
By order of the Board of Directors
China Shenhua Energy Company Limited
Huang Qing
Secretary to the Board of Directors
20 March 2015
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Stock Code: 601088 Stock Short Name: China Shenhua No. of Announcement: Lin 2015-021
China Shenhua Energy Company Limited Announcement on the Closure of Coal-fired Generators at Guohua Beijing Thermal Power PlantThe board of directors and all directors of China Shenhua Energy Company Limited guarantee that the information set out in this announcement does not contain any false statements, misleading representations or material omissions, and severally and jointly accept
responsibility as to the truthfulness, accuracy and completeness of the content herein.
Recently, Guohua Beijing Thermal Power Plant under China Shenhua Energy Company Limited (the "Company") received a notice (Jing Fa Gai [2015] No. 510) from the Beijing Municipal Commission of Development and Reform ("Notice No.
510") in relation to the closure of coal-fired generators at the Guohua Beijing Thermal Power Plant. Pursuant to Notice No. 510, in order to reduce thermal coal consumption and accelerate the planning for clean energy construction in Beijing, the coal-fired generators at Guohua Beijing Thermal Power Plant are closed from 20 March 2015.
Guohua Beijing Thermal Power Plant is a branch company of Shenhua Guohua International Power Company Limited, a 70%-owned subsidiary of the Company. The coal-fired generators operated by Guohua Beijing Thermal Power Plant have an installed capacity of 400 MW with the power output dispatch of 1.91 billion kwh in
2014. The coal-fired generators are equipped with devices for desulphurization and denitrification and comply with the environmental emission standards. The Company does not have other coal-fired generators in the city of Beijing.
By order of the board of directors
China Shenhua Energy Company Limited
Huang Qing
Secretary to the Board of Directors
20 March 2015
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