Notice of 2013 First EGM
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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 2013 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2013 first extraordinary general
meeting (the "EGM") of Datang International Power Generation Co.,
Ltd. (the "Company" or "Datang International") 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 25 March 2013 (Monday) at 9:00 a.m. to consider
and, if thought fit, pass the following resolutions:
SPECIAL RESOLUTIONS
1. To consider and approve the "Resolution on the Amendments to
the Company's Registered Capital and the Articles of
Association of Datang International Power Generation Co.,
Ltd.". (Note 1)
2. To consider and approve the "Resolution on Extension of the
Validity Period of the Shareholders' Resolution Passed at the
General Meeting on the Application for Public Issuance of
Corporate Bonds in 2011". (Note 2)
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 24 February 2013 to 25 March 2013 (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 22 February 2013 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 22 February 2013.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
5 February 2013
Notes:
1. The board of directors proposes to the EGM to approve the
Company to make necessary amendments to the relevant clauses
in the Articles regarding the share capital structure,
registered share capital and the optimization of the principle
of dividend payout; to authorize the Chairman of the Company or
his/her authorized proxy to make necessary amendments to the
Articles according to the requirements and/or instructions from
the State's relevant authorities during the approval process of
the Articles in order to fulfil the requirements of the State's
relevant authorities. For the details of the proposed amendments
to the Articles, please refer to the relevant announcement of
the Company dated 28 January 2013 and the circular to be issued
by the Company.
2. The Company passed the "Resolution on the Application for Public
Issuance of Corporate Bonds in 2011" at the 2010 annual general
meeting held on 3 June 2011 and arrived at the "Resolution on
the Agreement of the Application for Public Issuance of Corporate
Bonds in 2011" (the "Resolution on the Issuance of Bonds for the
Company") to approve the Company to issue corporate bonds with a
scale not more than RMB6 billion and with term of not more than
15 years; the validity period of the aforesaid resolution
commenced on the date of passing the resolution on the 2010
annual general meeting and last for 24 months (i.e. until 2 June
2013). On 30 November 2012, the Company obtained the "Reply and
Approval on the Application for Public Issuance of Corporate
Bonds for Datang International Power Generation Co., Ltd."
(CSRC Permit No.: [2012]1611) by the China Securities Regulatory
Commission ("CSRC"), and the approval is valid for 24 months,
i.e. until 29 November 2014. As the expiry date of the CSRC's
approval is later than the expiry date of the validity period
in the aforesaid "Resolution on the Issuance of Bonds for the
Company", the Company would like to propose in the EGM to
approve the extension of the aforesaid resolution validity
period from 2 June 2013 to 29 November 2014 in order to ensure
the smooth progress of the issuance of the corporate bonds.
3. 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 at the
meeting. 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 form 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.
(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 March 2013. 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*, Jiang Guohua*
* Independent non-executive directors