Notice of 2010 Annual General Meeting
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this notice, 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 this notice.
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 00991)
NOTICE OF 2010 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2010 annual general meeting (the "AGM") of
Datang International Power Generation Co., Ltd. (the "Company") will be held at
the function room of 5/F, InterContinental Hotel, No. 11 Financial Street,
Xicheng District, Beijing, the People's Republic of China (the "PRC") on 3 June
2011 (Friday) at 9:00 a.m. to consider and, if thought fit, pass the following
resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the "Report of the Board of Directors (the "Board")
for the Year 2010" (including Independent Directors' Report on Work);
2. To consider and approve the "Report of the Supervisory Committee for the
Year 2010";
3. To consider and approve the "Proposal of Final Accounts for the Year 2010";
4. To consider and approve the "Profit Distribution Proposal for the Year 2010
(Note 1)";
5. To consider and approve the "Resolution on the Provision of an Entrusted
Loan to Inner Mongolia Datang International Tuoketuo Power Generation Company
Limited through China Datang Finance Company Limited (Note 2)";
6. To consider and approve the "Resolution on the Re-appointment of RSM China
Certified Public Accountants Co., Ltd. (Note 3)"; and
7. To consider and approve the "Resolution on the Provision of Guarantee for
the Financing by Hebei Datang International Wind Power Development Co., Ltd.
(Note 4)";
SPECIAL RESOLUTION
8. To consider and approve the "Proposal on Proposing to the Shareholders'
General Meeting to Grant a Mandate to the Board to Determine the Issuance of
New Shares of Not More Than 20% of Each Class of Shares (Note 5)".
CLOSURE OF THE REGISTER OF MEMBERS OF THE COMPANY
Holders of H shares of the Company ("Holders of H shares") should note that,
pursuant to the articles of association of the Company (the "Articles"), the
register of members of the Company will be closed from 5 May 2011 to 3 June
2011 (both dates inclusive), during which period no transfer of any H shares of
the Company will be registered. Holders of H shares whose names appear on the
register of members of the Company at the closure of business which is 4:00
p.m. on 4 May 2011 are entitled to attend and vote at the AGM and to receive
the payment of final dividends. In order to be entitled to the attendance of
the AGM and payment of final dividends, Holders of H shares are required to
deposit the transfer documents together with the relevant share certificates at
the H share registrar of the Company, Computershare Hong Kong Investor Services
Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road
East, Wanchai, Hong Kong at or before 4:00 p.m. on 4 May 2011.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 15 April 2011
Notes:
1. As audited by RSM China Certified Public Accountants Co., Ltd. and RSM
Nelson Wheeler, net profit attributable to the equity holders of the Company
for the fiscal year ended 31 December 2010 under PRC Accounting Standards for
Business Enterprises and International Financial Reporting Standards amounted
to approximately RMB2,473,680,000 and RMB2,569,730,000, respectively. The
Company withdrew 10% of the net profit of the parent company under PRC
Accounting Standards for Business Enterprises as statutory surplus reserve
amounting to approximately RMB207,600,000 and withdrew discretionary surplus
reserve amounting to RMB1,407,800,000.
The Company's profit distribution proposal for the year 2010 is as follows:
Based on the Company's total share capital (as at 22 March 2011, the Company's
total share capital was 12,310,037,578 shares), the Company proposes to
distribute a dividend of RMB0.07 per share (tax included) to all shareholders
and the total amount of the proposed cash dividends to be distributed amounting
to approximately RMB861,700,000.
2. The Company will, based on the actual needs of its subsidiary, Inner
Mongolia Datang International Tuoketuo Power Generation Company Limited
("TPGC"), release an entrusted loan of not more than RMB3 billion to TPGC
through China Datang Finance Company for the repayment of due loans and
replenishment of working capital of TPGC. The provision of entrusted loan
constitutes connected transaction of the Company and any shareholder that holds
material interest in the transaction and its associates should abstain from
voting on this resolution in the AGM.
Please refer to the announcement of the Company dated 13 April 2011 and the
circular to be issued by the Company in relation to the provision of the
entrusted loan for details.
3. The Board of the Company proposes to re-appoint RSM China Certified Public
Accountants Co., Ltd. (Special Ordinary Partnership) and RSM Nelson Wheeler
Certified Public Accounts (Hong Kong) as certified public accountants for
carrying out the domestic and overseas auditing work of the Company for the
year 2011. The appointment term is one year with the audit fee amounting to
RMB13,780,000 (excluding the audit fee of internal control).
4. The Company proposes to provide a guarantee with joint liability for the
financing by Hebei Datang International Wind Power Development Co., Ltd.
("HWPC") in an amount of not exceeding RMB720 million for project construction
and replacement of due loans. Given that the asset-liability ratio of HWPC is
over 70%, this resolution on provision of guarantee is required to be submitted
to the general meeting for shareholders' approval.
Please refer to the announcement of the Company dated 13 April 2011 for details
of the guarantee.
5. The Board agreed to propose to the AGM to grant the following mandates to
the Board:
(1) To propose, subject to the requirements of note (2) of this special
resolution, to generally and unconditionally authorise the Board to, within
12 months from the date of approval of this special resolution at the
Company's shareholders' general meeting, exercise all rights of the Company
to authorise, allot or issue, either separately or concurrently, domestic
shares (A shares) and overseas-listed foreign shares (H shares) and execute
or grant any offers, agreements and arrangements which may require the
exercise of such rights;
(2) Pursuant to the approval of note (1) of this special resolution, the Board
may allot or issue, either separately or concurrently, A shares and H
shares with the respective numbers of A shares and H shares to be allotted
or issued, either separately or concurrently, not more than 20% of the
respective number of the issued A shares and H shares of the Company;
(3) Subject to the restrictions of note (1) and note (2) of this special
resolution, the Board may, within the given limits, determine the
respective numbers of A shares and H shares to be allotted or issued,
either separately or concurrently, and
(4) Subject to the restrictions of notes (1), (2) and (3) of this special
resolution and according to the Company's actual condition of the allotment
or issue of new A shares and new H shares, either separately or concurrently,
the Board may increase the registered capital of the Company and make
appropriate amendments to Articles 18 and 21 to the "Articles of Association
of Datang International Power Generation Co., Ltd".
6. Other Matters
(1) Holders of H shares should note that, pursuant to the Articles, the
register of members of the Company will be closed from 5 May 2011 to 3 June
2011 (both dates inclusive), during which period no transfer of any H shares
will be registered. Holders of H shares whose names appear on the register of
members of the Company at the closure of business which is 4:00 p.m. on 4 May
2011 are entitled to attend and vote at the AGM and the payment of final
dividends.
(2) Each of the Holders of H shares entitled to attend and vote at the AGM, is
entitled to appoint one or more proxies to attend and vote on his/her behalf.
A proxy need not be a shareholder of the Company.
(3) If Holders of H shares have appointed more than one proxy to attend the
AGM, the proxies can only exercise their voting rights by way of poll.
(4) To be valid, Holders of H shares must deliver the proxy form, and if such
proxy is signed by a person on behalf of the appointer pursuant to a power of
attorney or other authority, a notarised copy of that power of attorney or
other authority, to the Company's H share registrar, Computershare Hong Kong
Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's
Road East, Wanchai, Hong Kong, in not less than 24 hours before the time
scheduled for holding the AGM.
(5) Holders of H shares who wish to attend the AGM are required to return the
notice of attendance by hand, post, cable or fax to the Company's office
address on or before 13 May 2011. Completion and return of the notice of
attendance will not preclude a shareholder of the Company from attending and
voting at the AGM in person.
(6) The AGM is expected to last for two hours. Attending shareholders and their
proxies shall be responsible for their own travel and accommodation expenses.
The Company's office address:
No. 9 Guangningbo Street,
Xicheng District,
Beijing, the PRC
Postcode: 100033
Telephone: (8610) 8800 8669
Fax: (8610) 8800 8672
As at the date of this notice, the directors of the Company are:
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li
Hengyuan*, Zhao Jie* and Jiang Guohua*
*Independent non-executive director