DATANG INTERNATIONAL POWER GENERATION COMPANY LD – Announcement on Resolution of the Board of Director
Jun. 3, 2011 (PR Newswire UK Disclose) —
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.
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 00991)
ANNOUNCEMENT ON RESOLUTION
OF THE BOARD OF DIRECTOR
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 content of this announcement.
This announcement is made pursuant to Rules 13.09(1) and 13.09(2) of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The twelfth meeting of the seventh session of the Board (the "Meeting") of
Datang International Power Generation Co., Ltd. (the "Company") was held at
the function room of 5/F, InterContinental Hotel, 11 Financial Street, Xicheng
District, Beijing, the People’s Republic of China (the "PRC") on 3 June 2011
(Friday). The written notice of the Meeting was dispatched on 24 May 2011.
There were 15 Directors eligible for attending the Meeting and 13 of them
attended the Meeting. Directors Mr. Hu Shengmu and Mr. Zhao Zunlian were
unable to attend the Meeting in person due to business engagements, and they
had authorised Directors Mr. Fang Qinghai and Mr. Li Yanmeng, respectively, to
attend the Meeting and vote on their behalves. The Meeting was in compliance
with the provisions stipulated in the "Company Law" and the "Articles of
Association of Datang International Power Generation Co., Ltd." and was lawful
and valid. The four supervisors of the Company were present at the Meeting.
Mr. Liu Shunda, Chairman of the Company, presided over the Meeting. The
following resolution was approved unanimously by the attending Directors and
their authorised proxies by way of voting by a show of hands at the Meeting:
1. The "Resolution on the Proposal on the Issuance of the First Tranche of
Corporate Bonds in 2011" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from
voting
(1) The Board agreed the proposal on the issuance of the first tranche of
corporate bonds in 2011 (the "Bonds"). Details are as follows:
i. Issuance size: Not more than RMB3 billion;
ii. Term: Not more than 15 years;
iii. Arrangements for prioritised placement of the corporate bonds to
existing holders of A shares: No prioritised placement of the
Bonds to the existing holders of A shares will be arranged;
iv. Interest rate of the Bonds and its determination basis: Annual
interests of the bonds shall be calculated in simple interest,
not compound interest. No extra interests will be accrued for
any overdue payments. The coupon rate shall be determined by the
Company and the sponsor (the lead underwriter) through a
book-building process in the market;
v. Methods of principal repayment and interest payment: Interests of
the Bonds are payable on an annual basis and the principal shall
be repaid in one lump-sum upon maturity. Interests are payable
once every year and the interests are payable together with the
principal;
vi. Guarantee method: To be guaranteed by China Datang Corporation
unconditionally;
vii. Use of proceeds: Except for the offering expenses, proceeds of
the Bonds will be used to repay bank loans and to supplement the
cash flow of the Company and its subsidiaries. Among which,
repayment to bank loans will amount to RMB1.5 billion and the
remaining proceeds will be used to supplement the cash flow of
the Company;
viii. Time arrangement for the issuance: Within 6 months upon the date
of approval by the China Securities Regulatory Commission (the
"CSRC");
ix. Intended listing place: Upon completion of the issuance of the
Bonds, the Company shall make an application to the Shanghai
Stock Exchange for the listing of, and the permission to deal in,
the Bonds. The Bonds may also be listed and traded on other
exchanges as permitted by the relevant laws, subject to approval
by the regulatory authorities;
x. In the event of expected failure to pay the principal and
interests of the Bonds as scheduled or failure to pay the
principal and interests of the Bonds upon maturity of the issued
bonds, the Company will at least adopt the following protective
measures:
(a) Cessation of profit distribution to shareholders;
(b) Postponement of the implementation of capital expenditure
projects, such as substantial external investments and
mergers and acquisitions;
(c) Reduction or termination of wages and bonuses for Directors
and senior management staff;
(d) Main responsible persons of the Company in relation to the
Bonds cannot be redesignated from their original positions.
(2) The Board agreed to authorise any two Directors of the Company to
complete the matters relating to the issuance of the Bonds, including
but not limited to the following:
i. To make necessary adjustments to the relevant issuance terms and
conditions of the Bonds based on the opinions of the CSRC and/or
changes in the market conditions;
ii. To make necessary amendments to the relevant documents based on
the opinions of the CSRC and/or changes in the market conditions;
iii. To sign relevant legal documents, such as contracts and
agreements, in relation to the issuance of the Bonds;
iv. To take necessary actions to deal with any matters, documents,
announcements and other matters in relation to the issuance and
listing of the Bonds.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 3 June 2011
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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