Resolutions of BOD
Datang Intl Power Generation Co Ld
26 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 of
directors (the 'Board') of Datang International Power Generation Co., Ltd. (the
'Company') was held at the multi- purpose function room at 3/F, CTS (HK) Grand
Metro Park Hotel, No. 338 Guanganmennei Avenue, Xuanwu District, Beijing, the
People's Republic of China (the 'PRC') on 25 October 2007. The written notice of
the Meeting was dispatched on 11 October 2007. There were 14 directors eligible
for attending the Meeting and 12 of them attended the Meeting. The Meeting was
held in compliance with the provisions stipulated in the Company Law of the PRC
and the articles of association of the Company and was lawful and valid. Four
supervisors of the Company attended the Meeting. The Meeting was chaired by Mr.
Zhai Ruoyu, chairman of the Company. The following resolutions were approved
unanimously by the attending directors and their proxies attending the Meeting
through 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, 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