Announcement on Resolutions
Datang Intl Power Generation Co Ld
15 January 2008
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
SPECIAL NOTICES:
The Company and all members of the board of directors (the 'Board') warrant the
truthfulness, accuracy and completeness of the announcement, and jointly accept
the responsibility for any false representations or misleading statements
contained in, or material omissions from, 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 fourth meeting (the 'Meeting') of the sixth session of the Board of Datang
International Power Generation Co., Ltd. (the 'Company') was held at Conference
Room No. 904, the Company, No. 482 Guanganmennei Avenue, Xuanwu District,
Beijing, the People's Republic of China (the 'PRC') on 11 January 2008. The
written notice of the Meeting was dispatched on 2 January 2008. There were 14
directors eligible for attending the Meeting and 11 of them attended the Meeting
(Mr. Zhou Gang, a director, was unable to attend the meeting due to business
engagement and had entrusted Mr. Zhang Yi, a director, to exercise his voting
rights by proxy; Mr. Liu Haixia, a director, was unable to attend the meeting
due to business engagement and had entrusted Ms. Guan Tiangang, a director, to
exercise his voting rights by proxy; Mr. Liu Chaoan, an independent
non-executive director, was unable to attend the meeting due to business
engagement and had entrusted Mr. Yu Changchun, an independent non-executive
director, to exercise his voting rights by proxy). The Meeting was held in
compliance with the provisions stipulated in the Company Law of the PRC and the
articles of association of Datang International Power Generation Co., Ltd. (the
'Articles of Association'), and was therefore lawful and valid. 4 supervisors of
the Company attended the Meeting. The Meeting was chaired by Mr. Zhai Ruoyu, the
chairman of the Company. The following resolutions were approved unanimously by
the directors and their proxies attending the Meeting by way of show of hands at
the Meeting:
1. The 'Resolution on the Acquisition of 90% of the Equity Interest in Zhenxing Power Co., Ltd. and the Provision
of Guarantee for the Loan of Datang International (Hong Kong) Limited' was considered and approved.
a. The Board agreed Datang International (Hong Kong) Limited ('Datang Hong Kong'), a wholly-owned subsidiary
of the Company, to acquire 90% of the equity interest in Zhenxing Power Co., Ltd. ( )
('Zhenxing Power') from Zhenxing Power Group Co., Ltd. ( )('Zhenxing Group') and the natural
person, Zeng Xing ( ), so as to indirectly control Qinghai-AES Power Co., Ltd. ( )
and operate the 4 x 38MW hydropower generating units of Qinghai
Zhiganglaka Hydropower Station.
b. To complete the afore-mentioned acquisition, Datang Hong Kong intends to obtain a loan of not more than
HK$700,000,000 from Bank of China (Hong Kong) Limited ('BOCHK'). Bank of China Limited ('BOC') intends to
provide a guarantee to BOCHK in respect of the loan granted to Datang Hong Kong through the issuance of a
bank guarantee, and the Board agreed the Company to provide a counter-guarantee to BOC for the loan
granted to Datang Hong Kong. The amount of the counter-guarantee will not be more than HK$700,000,000,
and will be provided on a joint liability basis.
For details of the afore-mentioned guarantees, a separate announcement will be published by the Company upon
confirmation of the terms of the relevant guarantee agreements.
2. The 'Proposal on the Provision of the Guarantee for the Loan of Jiangxi Datang International Xinyu Power
Generation Company Limited and its Investee Company' was considered and approved.
a. The Board agreed the Company to assume the guarantee obligation of Jiangxi Province Investment
Corporation ( ) ('Jiangxi Investment'), the original shareholder of Jiangxi Datang International Xinyu
Power Generation Company Limited ('Xinyu Power Company'), a wholly-owned subsidiary of the Company,
thereby providing a guarantee for the bank loan granted to Xinyu Power Company amounting to
RMB155,100,000, which will be provided on a joint-liability basis.
Xinyu Power Company was originally a wholly-owned subsidiary of Jiangxi Investment. Upon approval by the
first meeting of the sixth session of the Board of the Company, the Company acquired 100% of the equity
interest in Xinyu Power Company (which operates 2 x 200 MW coal-fired generating units) from Jiangxi
Investment and has completed the change in the industrial and commercial registration with the Xinyu
Municipal Industry and Commerce Administration Bureau ( ).
Prior to the acquisition of the equity interest in Xinyu Power Company by the Company, Jiangxi Investment
has provided a guarantee to the creditors of Xinyu Power Company for its liabilities. Pursuant to the
effective 'Equity Interest Transfer Agreement' duly signed by the Company and Jiangxi Investment, the
Company shall also assume the obligations under the guarantees in respect of Xinyu Power Company's
liabilities upon the equity interest in Xinyu Power Company being transferred to the Company. As at the
date of this announcement, the bank loan of Xinyu Power Company originally guaranteed by Jiangxi
Investment amounted to RMB155,100,000. Accordingly, the Company is required to provide a guarantee for
Xinyu Power Company's liabilities amounting to RMB155,100,000.
b. The Board agreed the Company to provide a guarantee for the bank loan of Xinyu Power Company amounting to
RMB400,000,000, which will be provided on a joint-liability basis.
c. The Board agreed the Company to provide a guarantee for the bank loan of Xinyu Yangfang Transportation
Co., Ltd. ( ) ('Yangfang Company'), the investee company of Xinyu Power
Company, amounting to RMB11,250,000, which will be provided on a joint-liability basis.
Xinyu Power Company holds 11.25% of the equity interest in Yangfang Company. Pursuant to an agreement
between the shareholders of Yangfang Company, Xinyu Power Company shall, in proportion to its
shareholding in Yangfang Company, provide guarantee for a long-term loan of RMB11,250,000 borrowed by
Yangfang Company from the Xinyu Branch of Industrial and Commercial Bank of China. As Xinyu Power Company
has a relatively high debt-to-asset ratio, the bank requested the Company to assume the guarantee
obligation on behalf of Xinyu Power Company.
As at 31 December 2007, the debt-to-asset ratio of Xinyu Power Company was 94.88% (unaudited). Pursuant
to the Listing Rules of the Shanghai Stock Exchange and the Articles of Association, the Company's
provision of guarantee for the bank loans of Xinyu Power Company amounting to RMB555,100,000 shall be
submitted to the general meeting of the Company for review and approval.
For details of the afore-mentioned guarantees, a separate announcement will be published by the Company upon
confirmation of the terms of the relevant guarantee agreements.
The provision of guarantee for Xinyu Power Company under the afore-mentioned
resolution No.2 shall be submitted to the general meeting of the Company for
consideration. As the exact time for convening the general meeting has not been
confirmed, the Board authorises the Secretary to the Board to publish the
relevant notice of the general meeting in due course.
By Order of the Board
Zhou Gang and Mok Chung Kwan, Stephen
Joint Company Secretaries
Beijing, the PRC, 14 January 2008
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, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu
Changchun* and Xia Qing*
* Independent non-executive directors
This information is provided by RNS
The company news service from the London Stock Exchange