Notice of 2011 Third Extraordinary General Meeting
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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 2011 THIRD EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2011 third extraordinary general meeting (the "EGM") of Datang
International Power Generation Co., Ltd. (the "Company") will be held at the meeting room of 5/F,
InterContinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the
"PRC") on 25 October 2011 (Tuesday) at 9:00 am to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the "Resolution on the Provision of Guarantee for the Financing of Hebei Datang
International Qian'an Thermal Power Generation Company Limited in an Amount not Exceeding RMB60
million" (Note 1);
2. To consider and approve the "Resolution on the Provision of Guarantee for the Financing of Jiangxi Datang
International Xinyu Power Generation Company Limited in an Amount not Exceeding RMB180 million" (Note
2);
3. To consider and approve the "Resolution on the Provision of Guarantee for the Financing of Gansu Datang
International Liancheng Power Generation Company Limited in an Amount not Exceeding RMB640 million"
(Note 3);
4. To consider and approve the "Resolution on the Provision of Guarantee for the Financing of Datang Inner
Mongolia Duolun Coal Chemical Company Limited in an Amount not Exceeding RMB4,200 million" (Note 4);
5. To consider and approve the "Resolution on the Provision of Guarantee for the Financing of Shanxi Datang
International Yungang Thermal Power Company Limited in an Amount not Exceeding RMB80 million" (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"), no transfer of any H shares of the Company will be registered from
26 September 2011 to 25 October 2011 (both dates inclusive). Holders of H shares whose names appear on the
register of members of the Company at the close of business, i.e. 4:00 p.m., on 23 September 2011 are entitled to
attend and vote at the EGM. In order to be entitled to attend 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 4:00 p.m. on 23 September 2011.
By Order of the Board of Directors
Zhou Gang
Secretary to the Board of Directors
Beijing, the PRC, 8 September 2011
Notes:
1. The board of directors (the "Board") of the Company proposes that the Company's
provision of a guarantee with joint liability to Hebei Datang International Qian'an Thermal
Power Generation Company Limited ("Qian'an Thermal Power Generation Company"), a controlled
subsidiary of the Company, covering the full amount of Qian'an Thermal Power Generation Company's
financing according to its actual needs to be considered and approved at the EGM. The guarantee
amount shall not exceed RMB60 million and shall be used for the replacement of due loans and the
replenishment of working capital.
Given the asset-liability ratio of Qian'an Thermal Power Generation Company is over 70%, the
resolution on the provision of guarantee by the Company to Qian'an Thermal Power Generation Company
is required to be tabled for shareholders' consideration and approval at a general meeting of the
Company pursuant to the Listing Rules of the Shanghai Stock Exchange and the Articles.
2. The Board of the Company proposes that the Company's provision of a guarantee with joint
liability to Jiangxi Datang International Xinyu Power Generation Company Limited ("Xinyu Power
Generation Company"), a wholly-owned subsidiary of the Company, covering the full amount of Xinyu
Power Generation Company's financing according to its actual needs to be considered and approved
at the EGM. The guarantee amount shall not exceed RMB180 million and shall be used for the
replacement of due loans and the replenishment of working capital.
Given the asset-liability ratio of Xinyu Power Generation Company is over 70%, the resolution
on the provision of guarantee by the Company to Xinyu Power Generation Company is required to be
tabled for shareholders' consideration and approval at a general meeting of the Company pursuant
to the Listing Rules of the Shanghai Stock Exchange and the Articles.
3. The Board of the Company proposes that the Company's provision of a guarantee with joint
liability to Gansu Datang International Liancheng Power Generation Company Limited ("Liancheng Power
Generation Company"), a controlled subsidiary of the Company, covering the full amount of Liancheng
Power Generation Company's financing according to its actual needs to be considered and approved at
the EGM. The guarantee amount shall not exceed RMB640 million and shall be used for the replacement
of due loans and the replenishment of working capital.
Given the asset-liability ratio of Liancheng Power Generation Company is over 70%, the resolution
on the provision of guarantee by the Company to Liancheng Power Generation Company is required to be
tabled for shareholders' consideration and approval at a general meeting of the Company pursuant to
the Listing Rules of the Shanghai Stock Exchange and the Articles.
4. Since Datang Energy and Chemical Co., Ltd., a wholly-owned subsidiary of the Company, holds 60%
equity interest in Datang Inner Mongolia Duolun Coal Chemical Co., Ltd. ("Duolun Coal Chemical Co."),
the Board of the Company proposes that the Company's provision of a guarantee with several liability
for the existing loans of RMB7,000 million of Duolun Coal Chemical Co. according to Datang Energy and
Chemical Co.'s shareholding (60%) in Duolun Coal Chemical Co. to be considered and approved at the EGM.
The guarantee amount shall not exceed RMB4,200 million and shall be used for later-stage project
construction.
Given the asset-liability ratio of Duolun Coal Chemical Company is over 70%, the resolution on the
provision of guarantee by the Company to Duolun Coal Chemical Company is required to be tabled for
shareholders' consideration and approval at a general meeting of the Company pursuant to the Listing
Rules of the Shanghai Stock Exchange and the Articles.
5. The Board of the Company proposes that Shanxi Datang International Zuoyun Wind Power Company Limited
("Zuoyun Wind Power Company"), a wholly-owned subsidiary of the Company, to provide a guarantee with
joint liability to Shanxi Datang International Yungang Thermal Power Company Limited ("Yungang Thermal
Power Company"), a wholly-owned subsidiary of the Company, covering the full amount of Yungang Thermal
Power Company's financing according to its actual needs to be considered and approved at the EGM. The
guarantee amount shall not exceed RMB80 million and shall be used for the replacement of due loans and
the replenishment of working capital.
Given the asset-liability ratio of Yungang Thermal Power Company is over 70%, the resolution on the
provision of guarantee by Zuoyun Wind Power Company to Yungang Thermal Power Company is required to be
tabled for shareholders' consideration and approval at a general meeting of the Company pursuant to the
Listing Rules of the Shanghai Stock Exchange and the Articles.
6. Other Matters
(1) Holders of H shares should note that, pursuant to the Articles, no transfer of any H shares of the
Company will be registered from 26 September 2011 to 25 October 2011 (both dates inclusive). Holders of H
shares whose names appear on the register of members of the Company at close of business, i.e. 4:00 p.m.,
on 23 September 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 needs 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 4 October 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, (8610) 8800 8682
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*, Jiang Guohua*.
* Independent non-executive directors