15th Jan 2008 07:00
Datang Intl Power Generation Co Ld15 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 thetruthfulness, accuracy and completeness of the announcement, and jointly acceptthe responsibility for any false representations or misleading statementscontained in, or material omissions from, this announcement. This announcement is made pursuant to Rule 13.09(2) of the Rules Governing theListing of Securities on The Stock Exchange of Hong Kong Limited. The fourth meeting (the "Meeting") of the sixth session of the Board of DatangInternational Power Generation Co., Ltd. (the "Company") was held at ConferenceRoom No. 904, the Company, No. 482 Guanganmennei Avenue, Xuanwu District,Beijing, the People's Republic of China (the "PRC") on 11 January 2008. Thewritten notice of the Meeting was dispatched on 2 January 2008. There were 14directors 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 businessengagement and had entrusted Mr. Zhang Yi, a director, to exercise his votingrights by proxy; Mr. Liu Haixia, a director, was unable to attend the meetingdue to business engagement and had entrusted Ms. Guan Tiangang, a director, toexercise his voting rights by proxy; Mr. Liu Chaoan, an independentnon-executive director, was unable to attend the meeting due to businessengagement and had entrusted Mr. Yu Changchun, an independent non-executivedirector, to exercise his voting rights by proxy). The Meeting was held incompliance with the provisions stipulated in the Company Law of the PRC and thearticles of association of Datang International Power Generation Co., Ltd. (the"Articles of Association"), and was therefore lawful and valid. 4 supervisors ofthe Company attended the Meeting. The Meeting was chaired by Mr. Zhai Ruoyu, thechairman of the Company. The following resolutions were approved unanimously bythe directors and their proxies attending the Meeting by way of show of hands atthe 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-mentionedresolution No.2 shall be submitted to the general meeting of the Company forconsideration. As the exact time for convening the general meeting has not beenconfirmed, the Board authorises the Secretary to the Board to publish therelevant 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, 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 ExchangeRelated Shares:
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