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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Capital/Financing Update 2016
Mar 29, 2016
50446_rns_2016-03-29_80a784a1-338d-4d04-8e49-f0a27562ca21.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of the announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the announcement.
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PROPOSED ISSUE OF THE DEBT FINANCING INSTRUMENTS
The Board is pleased to announce that the Company proposes to issue the Debt Financing Instruments inside or outside the PRC to meet the production and operation demand, adjust the debt structure and lower financing cost of the Company.
According to the laws and regulations of the PRC and the Articles, the proposed issue of the Debt Financing Instruments is subject to the approval of the Shareholders by way of a special resolution and relevant regulatory authorities.
A shareholders’ meeting will be convened for, among other things, the approval of the proposed issue of the Debt Financing Instruments. A circular containing details of the proposed issue of the Debt Financing Instruments, together with the notice of the shareholders’ meeting, is expected to be dispatched to the Shareholders in due course.
PROPOSED ISSUE OF THE DEBT FINANCING INSTRUMENTS
In order to meet the production and operation demand, adjust the debt structure and lower financing cost of the Company, the Board has approved the proposed issue of the Debt Financing Instruments inside or outside the PRC.
According to the laws and regulations of the PRC and the Articles, the proposed issue of the Debt Financing Instruments is subject to the approval of the Shareholders by way of a special resolution and relevant regulatory authorities.
* For identification purpose only
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1. PROPOSED ARRANGEMENTS FOR THE ISSUE
Size of Issue:
not more than RMB 5 billion in aggregate, excluding existing debt financing instruments, hybrid financing instruments and equity financing instruments;
Categories of Issue:
one or several categories including but not limited to medium-term notes, short-term debentures, corporate bonds and other type of debt financing instrument issued in the domestic market and/or the international market;
Maturity:
not more than 15 years (including 15 years); and
Use of Proceeds:
daily operation of the Company, including but not limited to the supplement of working capital, construction and operation of wind farm projects, the repayment of bank loans and etc.
2. AUTHORIZATION TO THE BOARD
It will be submitted to the Shareholders to consider and, if thought fit, approve to authorize the Board to deal with, in the best interest of the Company, all matters relating to the proposed issue of the Debt Financing Instruments, including but not limited to the following:
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(1) to authorise the Board generally and unconditionally to deal with all matters in relation to the specific proposals, specific terms and conditions and other relevant matters in accordance to the needs of the Company and market conditions, including but not limited to issue body, size of issue, interest rate, maturity, type and condition of guarantee, intended investors, use of proceeds, offer tranches (if any) and producing, filing, execution, signing, acceptance and publication of any necessary legal documents;
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(2) to make, within the scope of the authorisation of the general meeting, any changes and adjustments to the relevant matters of the issue of the Debt Financing Instruments with reference to the comments from relevant regulatory authorities or the market conditions if there is any change to the regulatory policies or the market conditions, except for significant matters subject to re-voting at a general meeting of the Company as required by the laws, regulations and the Articles;
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(3) to sign all necessary legal documents regarding to the issue of the Debt Financing Instruments;
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(4) to appoint the relevant intermediaries;
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(5) to determine any other matters relating the issue of the Debt Financing
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Instruments.
A shareholders’ meeting will be convened for, among other things, the approval of the proposed issue of the Debt Financing Instruments.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the meaning set out below:
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“Articles” the Articles of Association of the Company, as amended, modified or otherwise supplemented from time to time;
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“Board” the board of directors of the Company;
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“Company”
- Xinjiang Goldwind Science & Technology Co., Ltd (新疆金風科技股份有限公司 ), a joint stock limited liability company incorporated in the PRC on 26 March 2001;
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“Debt Financing Instruments”
- the debt financing instruments of not more than RMB 5 billion in aggregate in principal amount proposed to be issued by the Company;
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“PRC” the People’s Republic of China, which for the purpose of this announcement only, excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan;
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“RMB” Renminbi, the lawful currency of the PRC; and
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“Shareholders” the Shareholders of the Company.
By order of the Board
Xinjiang Goldwind Science & Technology Co., Ltd.
Ma Jinru
Company Secretary
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Beijing, 29 March 2016
As at the date of this announcement, the executive Directors are Mr. Wu Gang, Mr. Wang Haibo and Mr. Cao Zhigang; the non-executive Directors are Mr. Li Ying, Mr. Yu Shengjun and Mr. Zhao Guoqing; and the independent non-executive Directors are Dr. Tin Yau Kelvin Wong, Mr. Yang Xiaosheng and Mr. Luo Zhenbang.
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