Notice of 2012 Third Extraordinary General Meeting
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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 2012 THIRD EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2012 third 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 18 December 2012 (Tuesday) at 9:00 a.m. to consider and, if thought
fit, pass the following resolution:
ORDINARY RESOLUTION
1. To consider and approve the "Resolution on the Provision of the Entrusted Loan
to Datang Inner Mongolia Duolun Coal Chemical Company Limited (including the
Entrusted Loan Agreement)." (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 19 November 2012 to 18 December 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 16 November 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
16 November 2012.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
1 November 2012
Notes:
In order to ensure the smooth progress of the Duolun Coal Chemical Project and the
timely repayment of a loan, the Board submit application to the EGM to consider and
approve the provision of entrusted loan by the Company to Duolun Coal Chemical
Company Limited ("Duolun Coal Chemical Company") through Datang Corporation Finance
Limited Company ("Datang Finance Company"). The above three parties have entered into
the entrusted loan agreement. The agreement is for general loans, which means within
the term of the agreement, the total withdrawal amount should not exceed RMB3,000
million. After the repayment of principal and interest by the borrower, the agreement
will be completed.
For details of the transaction, please refer to the announcement the Company dated 1
November 2012.Unless otherwise defined, capitalized use in this notice shall have the
same meanings as defined in such announcement.
As Datang Energy and Chemical Co., Ltd., a wholly-owned subsidiary of the Company,
holds 60% of the equity interest of Duolun Coal Chemical Company, China Datang
Corporation ("CDC"), the controlling shareholder of the Company, holds 40% of the
equity interest of Duolun Coal Chemical Company, Datang Finance Company is a
subsidiary of CDC, so according to the Rules Governing the Listing of Securities on
the Stock Exchange of Hong Kong Limited ("Listing Rules"), Duolun Coal Chemical
Company and Datang Finance Company are connected persons of the Company and the
transaction constitutes a connected transaction of the Company. Since one of the
applicable percentage ratios is more than 5%, the transaction is required to be
submitted to the EGM for independent shareholders' approval. CDC and its associates
shall abstain from voting at the EGM to approve the relevant transaction.
1. 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 27 November 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
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*
* Independent non-executive director