Announcement on Resolution of the Board of Dire...
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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 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 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