Resolution of the BOD
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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)
OVERSEAS REGULATORY ANNOUNCEMENT
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 contents of this
announcement.
This announcement is made pursuant to Rule 13.10(B) of the Rules
Governing the Listing of Securities (the "Listing Rules") on The
Stock Exchange of Hong Kong Limited.
The twelfth meeting (the "Meeting") of the eighth session of the Board
of Datang International Power Generation Co., Ltd. (the "Company") was
held by way of written correspondence on 15 August 2014 (Friday).
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" (the "Company Law")
of the People's Republic of China ("PRC") and the "Articles of
Association of Datang International Power Generation Co., Ltd."
(the "Articles of Association"). The following resolution was approved
unanimously at the Meeting:
1. The "Resolution on the Application for Public Issuance of 2012
Corporate Bonds (Second Tranche)" was considered and approved.
Voting results: 15 voted in favour, 0 voted against and 0 abstained.
1. Agreed that the Company to issue 2012 corporate bonds
(Second Tranche) (the "Bonds"). Details of the proposal are
as follows:
(1) Issuance size: Not more than RMB3 billion;
(2) Term: Not more than 15 years;
(3) Arrangements for placing with shareholders of the Company:
The current issuance shall not be placed with holders of A
shares of the Company;
(4) Interest rate of the bonds or the method of determining
such interest rate: Annual interests of the bonds shall
be calculated in simple interest, and not compound interest.
No extra interest will be accrued for any overdue payment.
The coupon rate shall be determined by the Company and the
sponsor (the lead underwriter) through book-building process
in the market;
(5) Method of repayment of the principal and interests: Interest
shall be paid 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;
(6) Method of guarantees: An unconditional guarantee shall be
provided by China Datang Corporation;
(7) Use of proceeds: After deducting the issuance cost, the proceeds
from the issuance of the Bonds shall be used to repay the banks
loans of the Company and its subsidiaries and replenish the
working capital of the Company, of which RMB1.5 billion was
used towards repayment of bank loans, with the balance of the
proceeds used for replenishment of the working capital of the
Company;
(8) Time arrangement for the issuance: The issuance of the Bonds
shall be completed within the valid period as approved by the
"Reply on the Approval of the Public Issuance of Corporate
Bonds by Datang International Power Generation Co., Ltd."
(CSRC Approval No. [2012] 1611) of the China Securities
Regulatory Commission ("CSRC"), i.e. the issuance of the Bonds
shall be completed before 29 November 2014;
(9) Intended listing place: Upon completion of the issuance of
the Bonds, the Company shall file an application to the
Shanghai Stock Exchange for the listing of, and 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;
(10) In the event of expected failure to pay the principal and
interests of the Bonds on schedule or failure to pay the
principal and interests of the 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 execution of capital expenditure projects
such as substantial 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 of the Company
in relation to the Bonds from their original positions.
2. Agreed to authorise any two Directors of the Company to complete
the matters in relation to the issuance of the Bonds, including
but not limited to:
(1) Make necessary adjustments to the terms and conditions in
relation to the issuance of the Bonds based on the opinions
of the CSRC and/or changes in the market conditions;
(2) Make necessary amendments to the relevant documents in relation
to the issuance based on the opinions of the CSRC and/or changes
in the market conditions;
(3) Sign legal documents, such as contracts and agreements, in
relation to the issuance of the Bonds;
(4) 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, 15 August 2014
As at the date of this announcement, the Directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang,
Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang,
Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive Directors