Notice of 2011 First Extraordinary 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: 991)
NOTICE OF 2011 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2011 first extraordinary general meeting (the
"EGM") 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 22 March 2011 (Tuesday) at 11:00 a.m. to consider and, if thought fit, pass
the following resolution:
ORDINARY RESOLUTION
To consider and approve the provision of counter-guarantee by the Company for a
loan of Datang International (Hong Kong) Ltd. (Note 1).
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 21 February 2011 to 22
March 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 close of business, i.e.
4:30 p.m., on 18 February 2011 are entitled to attend and vote at the EGM. In
order to be entitled to the attendance of the EGM, Holders of H shares are
required to deposit the transfer document 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 4:30 p.m. on 18 February
2011.
By Order of the Board of Directors
Zhou Gang
Secretary to the Board of Directors
Beijing, the PRC, 31 January 2011
Notes:
1. In view of the provision of the guarantee by China Datang Overseas
Investment Co., Limited ("Datang Overseas Investment"), a wholly-owned
subsidiary of China Datang Corporation, with its H shares of the Company as a
pledge to secure the loan not exceeding HK$690 million to be borrowed by Datang
International (Hong Kong) Ltd, a wholly-owned subsidiary of the Company, from
Bank of China (Hong Kong) Limited, the board of directors of the Company agreed
that the Company would provide a counter-guarantee in respect of the
above-mentioned guarantee for Datang Overseas Investment. The counter-guarantee
will be provided on a joint-liability basis. According to the Listing Rules of
the Shanghai Stock Exchange and the Articles, as the asset-liability ratio of
Datang Hong Kong Company is over 70%, the provision of the counter-guarantee to
Datang Hong Kong Company by the Company is required to be submitted to the
general meeting for shareholders' consideration and approval.
Please refer to the announcement of the Company dated 28 January 2011 for
details of the counter-guarantee. China Datang Corporation and its associates
will abstain from voting for such resolution in the EGM.
2. Others
(1) Holders of H shares should note that, pursuant to the Articles, the
register of members of the Company will be closed from 21 February 2011 to 22
March 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 close of business, i.e. 4:30 p.m., on 18
February 2011 are entitled to attend and vote at the EGM.
(2) Each of the Holders of H shares entitled to attend and vote at the EGM, is
entitled to appoint one or more proxies to attend and vote on his/her behalf at
the meeting. 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
EGM, 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 of 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 EGM.
(5) Holders of H shares who wish to attend the EGM are required to return the
notice of attendance by hand, post, cable or fax to the Company's office
address on or before 1 March 2011. Completion and return of the notice of
attendance will not preclude a shareholder of the Company from attending and
voting at the EGM in person.
(6) The EGM is expected to last for an hour. 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 8111 or (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*, Jiang Guohua*.
* Independent non-executive directors