Last checked at 17 May 2011 12:54
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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: 00991) OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON RESOLUTION OF THE BOARD OF DIRECTORSSpecial 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 "Listing Rules").
The tenth 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 Tuesday, 17 May 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 Datang International Power Generation Co., Ltd.". The following resolution was approved unanimously at the Meeting:
"Resolution on the Application for Public Issuance 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 Company to continue to apply for the public issuance of corporate bonds
within China in 2011 (the "Issuance"). Details of the proposal are as follows: (I) the proposal on the issuance of corporate bonds in 2011 (1) Issuance size: not more than RMB6 billion; (2) Term: not more than 15 years; (3) Arrangements for placing the corporate bonds with shareholders of the Company: the corporate bonds in the Issuance may be placed with holders of A shares of the Company. Details of the placement arrangements will be tabled to the shareholders' general meeting which will authorise the Board to determine such arrangements based on the market conditions at the time of the issuance and the specific matters related to the issuance; (4) Use of proceeds: to repay the existing banks loans and replenish the working capital of the Company; (5) In accordance with Article 25 of "Rule No. 23 for the Content and Format of Information Disclosure by Companies in Public Offering of Securities" stipulated by the China Securities Regulatory Commission ("CSRC") regarding the requirements of the protective measures, in the event of expected failure to pay the principal and interests of the corporate bonds on schedule or failure to pay the principal and interests of the corporate bonds on schedule upon maturity, the Company will at least adopt the following protective measures: (a) not to distribute profits to the shareholders; (b) to suspend the implementation of capital expenditure projects such as major foreign investments, mergers or acquisitions; (c) to deduct or cease the payment of salaries and bonuses of directors and senior management staff; (d) not to redesignate main responsible persons from their original positions. (II) The above issuance proposal is valid for 24 months from the date on which the proposal is considered and approved at the shareholders' general meeting.
2. To ensure the smooth issuance of corporate bonds, it is proposed to the shareholders' general
meeting to authorise the Board (and agrees that the Board will authorise any two directors) to determine the following matters to the extent of the resolution on the Issuance proposal being passed at the shareholders' general meeting: (I) formulate a specific proposal on the issuance of the corporate bonds based on market conditions, which includes the number of tranches of the issuance, the timing and quantity of the issuance, the term of the bonds, the interest rate or the method of determining such interest rate, specific uses of the proceeds, the term and method of repayment of the principal and interests thereon, whether put or call provisions will be arranged, whether guarantees and methods of guarantees will be provided and so forth; (II) make necessary amendments to the relevant documents related to the issuance based on the opinions of the CSRC and/or changes in the market conditions; (III) engage intermediaries related to the Issuance, and sign legal documents including contracts and agreements related to the issuance of corporate bonds; (IV) sign legal documents related to the issuance and listing of corporate bonds, and handle other relevant matters; (V) the above authorisation will be valid for 24 months from the date on which the authorisation is considered and approved at the general meeting. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 17 May 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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