Notice of 2012 Second Extraordinary General Mee...
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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 2012 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2012 second extraordinary general meeting (the "EGM")
of Datang International Power Generation Co., Ltd. (the "Company" or "Datang
International") will be held at the meeting room no. 1608, head office of the
Company, No. 9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of
China (the "PRC") on 25 October 2012 (Thursday) at 9:00 a.m. to consider and, if
thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the "Resolution on the Provision of Guarantees for the
Financing of Liancheng Power Generation Company and Dalian Wind Power Company"
(Note 1);
(1) To consider and approve the provision of guarantee to Liancheng Power
Generation Company
(2) To consider and approve the provision of guarantee to Dalian Wind Power
Company
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 26 September 2012 to 25
October 2012 (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 25 September 2012 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 25 September 2012.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
7 September 2012
Notes:
1. To ensure normal progression on the project construction, production and
operation of the following subsidiaries, the Company proposed to provide
guarantees for the financing of the following subsidiaries:
(1) The Company proposed to provide guarantees, to Gansu Datang International
Liancheng Power Generation Company Limited ("Liancheng Power Generation
Company"), which the Company holds 55% equity interest, for Liancheng Power
Generation Company's full amount financing. The total maximum guarantee
amount to be approved shall not exceed RMB450 million. For the first
financing guarantee, the Company proposed to provide a guarantee with
joint liability in an amount not exceeding RMB200 million to the commercial
bank for the proposed borrowing of RMB200 million by Liancheng Power
Generation Company under the Short-term Borrowing Contract between Liancheng
Power Generation Company and the commercial bank. For the subsequent financing
guarantees of Liancheng Power Generation Company, the Company will consider
to provide guarantees to Liancheng Power Generation Company within the total
approved maximum guarantee amount according to the subsequent actual
financial needs of Liancheng Power Generation Company.
(2) The Company proposed to provide guarantees, to Liaoning Datang International
Dalian Wind Power Company Limited ("Dalian Wind Power Company"), a
wholly-owned subsidiary of the Company, for Dalian Wind Power Company's full
amount financing. The total maximum guarantee amount to be approved shall not
exceed RMB300 million. For the first financing guarantee, the Company proposed
to provide a guarantee with joint liability in an amount not exceeding RMB100
million to the commercial bank for the proposed borrowing of RMB100 million
by Dalian Wind Power Company under the Fixed Assets Borrowing Contract between
Dalian Wind Power Company and the commercial bank. For the subsequent financing
guarantees of Dalian Wind Power Company, the Company will consider to provide
guarantees to Dalian Wind Power Company within the total approved maximum
guarantee amount according to the subsequent actual financial needs of Dalian
Wind Power Company.
Since the asset-liability ratios of the aforesaid subsidiaries are over 70%, the
provision of guarantees are required to be tabled to the EGM for shareholders'
consideration and approval pursuant to the listing rules of the Shanghai Stock
Exchange and the "Articles of Association of Datang International Power Generation
Co., Ltd.".
For details of the above guarantees, please refer to the relevant announcement of
the Company dated 5 September 2012 published on the websites of The Hong Kong Stock
Exchange, Shanghai Stock Exchange (www.sse.com.cn) and China Securities Journal
and Shanghai Securities News.
2. Other Matters
(1) 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. A proxy need not be a shareholder of the Company.
(2) 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.
(3) 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 EGM.
(4) 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 2012. 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.
(5) The EGM is expected to last for one 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 or (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, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*,
Li Hengyuan*, Zhao Jie* and Jiang Guohua*