Last checked at 28 Feb 2011 07:00
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DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON RESOLUTION OF THE BOARD OF DIRECTORS 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 Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
The sixth meeting of the seventh session of the Board (the "Meeting") of Datang International Power Generation Co., Ltd. (the "Company") was held by way of written correspondence on Friday, 25 February 2011. There were 15 Directors eligible for attending the Meeting and all of them attended the Meeting. The Meeting was held in compliance with the provisions stipulated in the Company Law of the People's Republic of China and the articles of association of the Company. The following resolution was approved unanimously at the Meeting:
1. "The Resolution on Proposing the General Meeting to Authorise the Board to Handle Matters in Relation to the Issue of 2011 First Tranche of the Corporate Bonds" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained from voting
Having obtained the "Approval for the Public Issue of Corporate Bonds by Datang International Power Generation Co., Ltd." (Zheng Jian Xu Ke [2009] No.654) from the China Securities Regulatory Commission in July 2009 whereby the Company was permitted to issue corporate bonds not exceeding RMB6 billion, the Company issued first tranche of the corporate bonds amounting to RMB3 billion on 17 August 2009.
In view of the status of the capital market and the capital needs of the Company, the Company intended to complete the issue of the remaining corporate bonds in the amount of RMB3 billion within the valid period (i.e. before 21 July 2011) of the authorised document, i.e. to issue 2011 first tranche of the corporate bonds.
Pursuant to the proposal made by the Company's controlling shareholder, China Datang Corporation, the Board agreed to submit the proposal regarding "Authorising the Board to Handle All Matters in Relation to the Issue of the Corporate Bonds" as a special resolution to the 2011 first extraordinary general meeting of the Company for consideration and approval.
The Board agreed to propose to the general meeting to authorise the Board to handle all matters in relation to the issue of the corporate bonds, including but not limited to:
(1) to formulate the detailed proposal of the issue of 2011 first tranche of the corporate bonds of RMB3 billion with reference to market conditions, including timing of the issue, issue quantity, term, interest rate or its determination basis, use of proceeds, terms and methods of repayment of principal and payment of interest, whether to include conditions such as sell-back or redemption, whether any guarantees are to be made and the method of such guarantees, and other matters;
(2) to authorise the Board to sign any relevant legal documents in relation to the issue and listing of the corporate bonds of the Company;
(3) to authorise the Board to handle any other matters in relation to the issue and listing of the corporate bonds of the Company; and
(4) the aforesaid authority shall be effective for 6 months commencing from the date on which the resolution is approved at the 2011 first extraordinary general meeting of the Company.
By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 25 February 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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