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. 2015-47
GD Power Development Co., Ltd.
Announcement on the Resolution of 27th
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 27th 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 August 17, 2015 personally or by
correspondence. The meeting was held on August 21, 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 Adjusting Allowance Standard of Independent
Director
Independent directors of the Company play an important role in company’s
operating and development. In recent years, assets and installed capacity of the
Company increased sharply, in order to fully embody the principle of benefit
consistent
with
responsibility when independent
directors participating in
management of the Company, it’s agreed to adjust allowance standard of independent
director to CNY10,000/month per person after tax, individual income tax will be
withheld by the Company according to individual income tax standards.
The proposal shall be submitted to and deliberated by the shareholders’ meeting.
2. Approve the Proposal on 2015 Semi-annual Report and Abstract
3. Approve the Proposal on Special Report of Use and Deposit of Raised Fund
of the Company
See Special Report of Use and Deposit of Raised Fund of the Company Made by
Board of Directors of GD Power Development Co., Ltd. published on website of
Shanghai Stock Exchange (www.sse.com.cn) for details.
4. Approve the Proposal on Pledge Loan by Charge Right on Electricity Fee of
GDPD Kumul Jiuding Wind Power Co., Ltd.
It’s agreed that GDPD Kumul Jiuding Wind Power Co., Ltd. (hereinafter referred
to Kumul Company) to finance by pledging charge right on electricity fee. Financing
institutions are Urumchi Changchun Road Sub-branch of ICBC, Kumul Branch of
CCB, Xinjiang Uygur Autonomous Region Branch of EIBC. Financing amount is
CNY0.276 Billion, financing term shall not exceed 15 years and interest rate shall not
exceed bank loan benchmarking interest rate of corresponding period. Pledge term is
from execution of pledge contract to loan principal and interest are fully paid off by
Kumul Company.
5. Approve the Proposal on Carrying Out Financial Leasing Business with
GD Power and Guodian Xuanwei as Co-lessee
It’s agreed that the Company and Xuanwei Company carrying out the financial
leasing business as co-lessee. Specific plan of financial leasing is as follow:
Lessee: Guodian Xuanwei Power Generation Co., Ltd.
Co-lessee: GD Power Development Co., Ltd.
Leaser: Beijing Ever Grand International Financial Leasing Co., Ltd.
Lease item: 7#-12# furnace denitration equipment and part of auxiliary
equipment of #11, #12 generator set.
Transferor of lease item: Guodian Xuanwei Power Generation Co., Ltd.
Leasing model: leaseback financial leasing
Buy-back amount: CNY1
Net value of leasing assets: CNY0.803 Billion
Transfer price of lease item: CNY0.8 Billion
Project financing amount: CNY0.8 Billion
Financing purpose: repay loan of CNY0.8 Billion maturing on August 28 to
CITIC Bank.
Financing term: 5 years
Rent payment method: pay interest quarterly, repay 20% of principal in first four
years and repay 80% of principal in the last year.
Lease rate: 3% float downward of 3-5 years benchmarking loan interest rate of
People’s Bank of China. During term of lease, if People’s Bank of China adjusts loan
benchmarking interest rate, the above interest rate shall be adjusted accordingly in
same direction and same range.
6. Approve the Proposal on Convening 2015 3rd Extraordinary Shareholders’
Meeting
Whereas the above proposal 1 shall be submitted to the shareholders’ meeting for
deliberation, the board of directors of the Company decided to convene 2015 3rd
shareholders’ meeting. See Announcement of GD Power Development Co., Ltd. on
Convening 2015 3rd Shareholders’ Meeting (Announcement No.: L. 2015-49) for
details.
GD Power Development Co., Ltd.
August 25, 2015