Stock code: 600795 Stock abbreviation: GDPD
Bond code: 122151 Bond abbreviation: 12 GD 01
Bond code: 122152 Bond abbreviation: 12 GD 02
Bond code: 122166 Bond abbreviation: 12 GD 04
Bond code: 122324 Bond abbreviation: 14 GD 01
No.: L. 2015-41
GD Power Development Co., Ltd.
Announcement on the Resolution of 25th
Conference of the Seventh Board of
Directors
The Board of Directors and all directors of the Board of our company hereby
guarantee that all contents in the Announcement shall include no falsified description,
misleading statement of major omission and shall assume the joint and several
liabilities for the authenticity, accuracy and completeness of the contents.
Whereas, it is hereby notified that:
The notice of 25th Conference of the Seventh Board of Directors of GD Power
Development Co., Ltd. (hereinafter referred to as “the Company”) was delivered to
the Company’s directors and supervisors on July 22, 2015 personally or by
correspondence. The meeting was held on July 29, 2015 by correspondence; the
number of directors of the meeting supposed to attend shall be 11 and the number of
actual attending directors was 11; supervisors and senior executives of the Company
attended the meeting, which can meet the regulations of the Company Law and
Articles of Association. Chen Feihu, Chairman of the Company chaired the meeting,
in which all proposals were deliberated and passed by consensus and the following
resolutions were made:
1. Approve the Proposal on GD Power Guazhou Wind Power Generating Co.,
Ltd. Applying for Pledge Loan by Right of Charge of Electricity
It is agreed that Company’s wholly-owned subsidiary GD Power Guazhou Wind
Power Generating Co., Ltd. (hereinafter referred to as “Guazhou Company”) to carry
out financing business with Jiuquan Guazhou Sub-branch of ICBC, Gansu Branch of
China Development Bank, Guazhou Sub-branch of Agricultural Bank of China,
Guazhou Branch of Postal Saving Bank and other banks. Financing amount is
CNY1.28 Billion, term of financing is 13 years and interest rate shall not exceed bank
loan benchmarking interest rate in corresponding period. Guazhou Company signs
right of charge of electricity pledge contract with relevant bank and term of pledge
shall from commencement of ledge contract to Guazhou Company fully pays off
relevant loan principal and interest.
2. Approve the Proposal on Yunnan New Energy Development Co., Ltd.
Applying for Pledge Loan by Right of Charge of Electricity
It is agreed that Company’s wholly-owned subsidiary Yunnan New Energy
Development Co., Ltd. (hereinafter referred to as “Yunnan New Energy”) to carry out
financing business with Yunnan Branch of China Construction Bank by method of
pledge loan concerning right of charge of electricity. Financing amount is CNY0.282
Billion, term of financing is 11 years, interest rate shall not exceed bank loan
benchmarking interest rate in corresponding period and term of pledge shall be 11
years.
3. Approve the Proposal on Guodian Jiangsu Power Co., Ltd. Registering and
Offering CNY5 Billion of Super & Short-term Commercial Paper
It is agreed that Company’s wholly-owned subsidiary Guodian Jiangsu Power
Co., Ltd. (hereinafter referred to as “Jiangsu Company”) to register Super &
Short-term Commercial Paper (hereinafter referred to as “SCP”) of CNY5 Billion and
offer by tranches at proper time. Term of offering shall not exceed 270 days (nine
months).
4. Approve the Proposal on Adjusting Part of Daily Related Transaction of the
Company
See Announcement of GD Power Development Co., Ltd. on Adjusting Part of
Daily Related Transaction of the Company (Announcement No.: L. 2015-43) for
details.
The proposal shall be submitted to and deliberated by the shareholders’ meeting.
5. Approve the Proposal on Adjusting Part of Independent Directors of the
Company
Mr. Wang Ruixiang, Mr. Wang Xiaoqi and Mr. Hu Weiping applied for ceasing
to hold the office of independent director and member of special committee relevant
to the board under the Opinion on Further Standardize the Party and Government
Leading Cadres Holding Concurrent Post in Enterprise (Z. Z. F. [2013] No. 18)
published by the Organizing Department of the Central Committee of the Communist
Part of China (CCCPC).
The board of directors of the Company nominated Mr. Tian Yong, Mr. Gao Debu
and Mr. Xiao Xiangning as independent director candidates for the 7th board of
directors. As independent director candidates of the 7th board of directors, Mr. Tian
Yong, Mr. Gao Debu and Mr. Xiao Xiangning shall be reviewed by Shanghai Stock
Exchange and submitted to shareholder s’ meeting for voting if there is no objection.
See appendix for resumes of candidates.
The proposal shall be submitted to and deliberated by the shareholders’ meeting.
6. Approve the Proposal on Convening 2015 2nd Extraordinary Shareholders’
Meeting
Whereas the resolutions of above proposal 4, 5 shall be submitted to the
shareholders’ meeting for deliberation, the board of directors of the Company decided
to convene 2015 2nd shareholders’ meeting and deliberate the aforementioned
proposals. See Announcement of GD Power Development Co., Ltd. on Convening
2015 2nd Shareholders’ Meeting (Announcement No.: L. 2015-42) for details.
According to relevant regulations, independent directors Wang Ruixiang, Li
Xiuhua, Wang Xiaoqi, and Hu Weiping confirmed the aforementioned proposal 4 in
advance and gave independent directors’ opinions to proposal 4, 5. As affiliated
directors, Chen Feihu, Yu Chongde, Zhang Guohou, Gao Song, Mi Shuhua avoided
the voting of the proposal 4.
GD Power Development Co., Ltd.
July 31, 2015
Appendix: Resumes of Independent Directors
Mr. Tian Yong, born in 1951, member of Communist Party of China, senior economist,
held the office of deputy party secretary of Jiamusi No. 2 Power Generating Plant,
vice plant manager of Jiamusi No. 2 Power Generating Plant, plant manager and
secretary of party committee of Jiamusi No. 2 Power Generating Plant, plant manager
of Fulajier Generating Central Plant, vice president of labor union of Heilongjiang
Electricity Bureau, party group member and president of labor union of Heilongjiang
Electricity Bureau, party group member and vice president of Heilongjiang Power Co.,
Ltd., vice president of China Power International Limited, chief engineer of State
Power Investment Corporation, party group member, vice president and chief
engineer of State Power Investment Corporation, party group member and vice
president of State Power Investment Corporation successively. Now he is retired.
Mr. Gao Debu, born in 1955, member of Communist Party of China, professor of
economics, held the office of sub-dean of department of economics and sub-dean of
school of economics of Renmin University of China, minister of organization
department of party committee of Renmin University of China, senior visiting scholar
at UCLA in American in 2002. Now, he is professor of school of economics, doctorial
supervisor and executive vice-president of Institute of China’s Economic Reform &
Development of Renmin University of China, has responsible for and completed
several state or provincial research topic.
Mr. Xiao Xiangning, born in 1953, member of Communist Party of China, professor,
held the office of division head of scientific research office and dean of department of
electric power of North China Electric Power University, executive sub-dean of
College of Electrical and Electronic Engineering, executive deputy director of key
laboratory of electric power system protection and security monitoring and control of
Ministry of Education. He had engaged in researches in University of Bari in Italy as
senior visiting scholar. Now he is professor and doctorial supervisor of North China
Electric Power University, director of institute of new power generating facilities and
power grids and enjoys special governmental allowance of the State Council.