Datang Intl H Regulatory News (DAT)

26 Oct 2007 07:00

Datang Intl Power Generation Co Ld26 October 2007 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 THE RESOLUTIONS OF THE BOARD OF DIRECTORS 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 second meeting of the sixth session (the "Meeting") of the board ofdirectors (the "Board") of Datang International Power Generation Co., Ltd. (the"Company") was held at the multi- purpose function room at 3/F, CTS (HK) GrandMetro Park Hotel, No. 338 Guanganmennei Avenue, Xuanwu District, Beijing, thePeople's Republic of China (the "PRC") on 25 October 2007. The written notice ofthe Meeting was dispatched on 11 October 2007. There were 14 directors eligiblefor attending the Meeting and 12 of them attended the Meeting. The Meeting washeld in compliance with the provisions stipulated in the Company Law of the PRCand the articles of association of the Company and was lawful and valid. Foursupervisors of the Company attended the Meeting. The Meeting was chaired by Mr.Zhai Ruoyu, chairman of the Company. The following resolutions were approvedunanimously by the attending directors and their proxies attending the Meetingthrough voting by a show of hands at the Meeting: 1. The "2007 Third Quarterly Report of Datang International Power Generation Co., Ltd." was considered and approved. The Board agreed to publish the 2007 third quarterly report of the Company. 2. The "Resolution on the Issuance of the First Tranche of Corporate Bonds of the Company" was considered and approved. The Board agreed to issue the first tranche of corporate bonds of the Company (the "Bonds") with details as follows: (1) Issuance size: The issuance size of the Bonds is RMB3 billion; (2) Term: The subsistence period of the Bonds is 15 years; (3) Interest rate of the Bonds and its determination: The coupon rate of the Bonds shall remain unchanged during the subsistence period of the Bonds. Annual interests shall be calculated in simple interest instead of compound interest, with no interest accrued beyond maturity. The coupon rate shall be determined by the Company and the sponsor (the lead underwriter) through a book-building process in the market; (4) Terms and methods of principal repayment and interest payment: The Bonds shall pay interest annually and the principal shall be repaid in one lump-sum upon maturity. Interests shall be paid once each year and the interests of the last period shall be paid together with the principal; (5) Buy-back terms: The Bonds shall have no buy-back arrangement. (6) Guarantee method: Guaranteed; (7) Use of proceeds: After deducting the issuance fees, RMB2 billion of the proceeds from the issuance of the Bonds shall be applied to repaying bank loans and the remainder of the proceeds shall be applied to replenishing the Company's working capital; (8) Issuing method: The issuance of the Bonds shall be conducted under methods approved by the China Securities Regulatory Commission (the "CSRC"); (9) Issuing targets: The issuing targets of the Bonds shall be domestic investors in compliance with the stipulations of the laws and regulations; (10) Time arrangement of the issuance: The issuance of the Bonds shall be completed within 6 months upon the date of approval by the CSRC; (11) Intended listing place: Upon completion of the issuance of the Bonds, the Company shall apply for the listing and trading of the Bonds on the Shanghai Stock Exchange of the PRC. The Bonds may also be listed and traded on other exchanges as permitted by the relevant laws, subject to approval by the regulatory authorities; (12) In accordance with the requirements in respect of safeguarding measures under article 25 of the "No. 23 Requirements on the Content and Format of Information Disclosure for Companies Issuing Securities Publicly" of the CSRC, the Company shall adopt, at the minimum, the following safeguarding measures in case of expected failure to pay principal and interests of the Bonds as scheduled or failure to pay principal and interests of the Bonds upon maturity of the issued Bonds: (a) Cessation of profit distribution to shareholders; (b) Postponement of the implementation of capital expenditure projects, such as substantial external investments or mergers and acquisitions; (c) Other remedies. The Board agreed to the "Prospectus of the Public Issuance of Corporate Bonds (Tranche 1) of Datang International Power Generation Co., Ltd." (Draft) (the "Prospectus"). The Board authorises any two directors of the Company to complete the following matters in relation to the issuance of the Bonds: 1) To make necessary adjustments to the relevant issuance terms and conditions of the Bonds on an as-needed basis, with reference to the opinions of the CSRC and/or changes in the market situation; 2) To make necessary amendments to the Prospectus with reference to the opinions of the CSRC and/or changes in the market situation; 3) To sign any relevant legal documents, such as contracts and agreements, in relation to the issuance of the Bonds; 4) To take necessary actions to handle any matters, documents, announcements and other matters in relation to the issuance and listing of the Bonds. By Order of the Board Zhou Gang and Mok Chung Kwan, Stephen Joint Company Secretaries Beijing, the PRC, 25 October 2007 As at the date of this announcement, the directors of the Company are: Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Zhou Gang, Liu Haixia, GuanTiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, YuChangchun* and Xia Qing* * Independent non-executive directors This information is provided by RNS The company news service from the London Stock Exchange