Notice of 2014 First EGM
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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 GENERATION CO., LTD
(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code:00991)
NOTICE OF 2014 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2014 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 24 January 2014 (Friday) 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 Financial Guarantee for 2014"
(Note 1)
2. To consider and approve the "Resolution on Certain Continuing Connected
Transactions of the Company for 2014" (Note 2)
3. To consider and approve the "Resolution on Supply of Coal by Inner Mongolia
Datang International Xilinhaote Mining Company Limited to Enterprises Managed
by the Company in 2014" (Note 3)
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 December 2013 to 24
January 2014 (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 on 26 December 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 24 December 2013.
By Order of the Board
ZhouGang
SecretarytotheBoard
Beijing, the PRC,
9 December 2013
Notes:
1. The board of directors of the Company (the "Board") agreed the Company to
provide joint liability guarantee for the financing of its recognised 18
controlling subsidiaries and associates (joint venture companies) with the
total amount of RMB 7.035 billion in 2014; agreed the Company to adjust the
amount of guarantee to be provided to the 18 controlling subsidiaries and
associates (joint venture companies) within the limit of RMB7.035 billion based
on the actual circumstances. If the amount of guarantee to be provided to a
particular subsidiary is higher than the planned guarantee amount approved by
the Board and the general meeting, disclosure shall be made separately in
accordance with the relevant requirements; agreed the Company to provide
guarantee to other controlling subsidiaries which are not listed above
(including companies with gearing ratio over 70%) within the limit of RMB7.035
billion. However, the aggregate amount of guarantee to be provided for these
companies shall not exceed 5% of the latest audited net assets of the Company
and a separate announcement shall be made in relation to the guarantee in
accordance with the relevant requirements.
For more details of the financial guarantee for 2014, please refer to the
announcement of the Company dated 6 December 2013.
2. On 9 December 2013, the Company or its subsidiaries entered into the Coal
Purchase and Sale Framework Agreements with relevant parties. Below are the
continuing connected transactions within 2014:
2.1 Supply of coal by Beijing Datang Fuel Company and Hong Kong Company to the
power generation enterprises of CDC
(1) Beijing Datang Fuel Company Limited ("Beijing Datang Fuel Company"), a
controlling subsidiary of the Company, entered into the Coal Purchase
and Sale Framework Agreements (Beijing-Datang) with each of the
enterprises managed by the controlling shareholder China Datang
Corporation ("CDC"), namely Datang Guiguan Heshan Power Generation Co.,
Ltd., Datang Huangdao Power Generation Co., Ltd. and Jiangsu Xutang
Power Generation Co., Ltd.. The term of the agreement is from 1 January
2014 to 31 December 2014; Beijing Datang Fuel Company will supply coal
to the aforesaid three enterprises managed by CDC within the term of the
agreements, with an aggregate annual transaction amount (annual cap) of
approximately RMB975 million;
(2) Datang International (Hong Kong) Limited ("Hong Kong Company") entered
into three Coal Purchase and Sale Framework Agreements (Hong Kong-Datang)
with the aforesaid three enterprises managed by CDC and Hong
Kong Company will supply coal to the aforesaid three enterprises managed
by CDC within the term of the agreements, with an annual transaction
amount (annual cap) of approximately RMB970 million;
2.2 Supply of coal by Beijing Datang Fuel Company and its subsidiary, Inner
Mongolia Fuel Company, to enterprises managed by the Company
(1) Beijing Datang Fuel Company entered into the Coal Purchase and Sale
Framework Agreement (Beijing) with the Company. The term of the
agreement is from 1 January 2014 to 31 December 2014; Beijing Datang
Fuel Company will supply different types of coal to the Company within
the term of the agreement, with an annual transaction amount (annual
cap) of approximately RMB40.5 billion;
(2) Inner Mongolia Datang Fuel Company Ltd. ("Inner Mongolia Fuel Company"),
a wholly-owned subsidiary of Beijing Datang Fuel Company, entered into
the Coal Purchase and Sale Framework Agreement (Inner Mongolia) with the
Company. The term of the agreement is from 1 January 2014 to 31 December
2014; Inner Mongolia Datang Fuel Company will supply different types of
coal to certain power generation enterprises of the Company within the
term of the agreement, with an annual transaction amount (annual cap) of
approximately RMB6.081 billion;
2.3 Supply of coal by Hong Kong Company to Beijing Datang Fuel Company
Hong Kong Company entered into the Coal Purchase and Sale Framework
Agreement(Hong Kong-Beijing) with Beijing Datang Fuel Company. The term of
the agreement is from 1 January 2014 to 31 December 2014; Hong Kong
Company will supply different types of coal to Beijing Datang Fuel Company
within the term of the agreement, with an annual transaction amount
(annual cap) of approximately RMB2.74 billion;
2.4 Supply of coal by Hong Kong Company to certain subsidiaries of the Company
along the coast
Hong Kong Company entered into the Coal Purchase and Sale Framework
Agreement(Hong Kong-Beijing) with the Company. The term of the agreement
is from 1 January 2014 to 31 December 2014; Hong Kong Company will supply
different types of coal to Guangdong Datang International Chaozhou Power
Generation Company Limited and Jiangsu Datang International Lvsigang Power
Generation Company Limited, both being subsidiaries of the Company, within
the term of the agreement, with an annual transaction amount (annual cap)
of approximately RMB3.67 billion;
For more details of the abovementioned purchase and sale of coal, please
refer to the announcement of the Company dated 9 December 2013, and a
circular will be dispatched to the shareholders by the Company.
3. On 9 December 2013, the Company entered into the Coal Purchase and Sale
Framework Agreement (Xilinhaote) with Inner Mongolia Datang International
Xilinhaote Mining Company Limited ("Xilinhaote Mining Company"), a subsidiary
of the Company. The term of the agreement is from 1 January 2014 to 31 December
2014; Xilinhaote Mining Company will supply chemical feed coal and thermal coal
to the coal chemical and power generation enterprises of the Company within the
term of the agreement, with an aggregate transaction amount of approximately
RMB2.318 billion (annual cap).
For more details of the abovementioned purchase and sale of coal, please refer
to the announcement of the Company dated 9 December 2013, and a circular will be
dispatched to the shareholders by the Company.
4. Other Matters
(1) Unless otherwise defined, capitalised term used herein shall have the same
meanings as defined in the continuing connected transactions announcement of
the Company dated 9 December 2013.
(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. 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 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 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.
(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 3 January 2014. 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 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:
Chen Jinhang, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Li Gengsheng,
Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang, Dong Heyi*, Ye Yansheng*,
Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive director