Notice of 2015 First Extraordinary General Meeting
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited takes 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 POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 00991)
NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2015 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 10 February 2015 (Tuesday) at 9:30
a.m. to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the "Resolution on Regular Continuing Connected
Transactions of the Company's Sales and Purchase of Coal Chemical Products
(2015)" (Note 1)
2. To consider and approve the "Resolution on Regular Continuing Connected
Transactions of the Company's Sales and Purchase of Coal (2015)" (Note 2)
SPECIAL RESOLUTION
3. To consider and approve the "Resolution on Issue of Non-public Debt
Financing Instruments" (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 12 January 2015 to 10
February 2015 (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 12 January 2015 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 9 January 2015.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC,
23 December 2014
Notes:
1. Inner Mongolia Datang International Keshiketeng Coal-based Gas Company
Limited, a subsidiary of the Company ("Keqi Coal-based Gas Company") and
Inner Mongolia Datang Duolun Coal Chemical Company Limited ("Duolun Coal
Chemical Company") entered into the Framework Agreement of Sale of Natural
Gas, the Sale and Purchase Contract of Chemical Products (Keqi) and the
Sale and Purchase Contract of Chemical Products (Duolun) respectively with
Chemical Marketing Company Limited ("Energy and Chemical Marketing
Company"), a wholly-owned subsidiary of the Company. According to the
agreements, if both parties have no further amendment to the said terms of
the agreements after the expiry of the term of the agreements on 31
December 2014, the said agreements are to be extended automatically for a
further term of one year.
1.1 Extension of the term of the Framework Agreement of Sale of Natural Gas
and the Sale and Purchase Contract of Chemical Products (Keqi) entered
into between Keqi Coal-based Gas Company and Energy and Chemical
Marketing Company.
(1) The term of the Framework Agreement of Sale of Natural Gas entered
into between Keqi Coal-based Gas Company and Energy and Chemical
Marketing Company is to be extended for a further term commencing
from 1 January 2015 to 31 December 2015; During the extended term
of the agreement, Keqi Coal-based Gas Company agreed to sell
coal-based natural gas to Energy and Chemical Marketing Company
with an annual cap for transaction amount of approximately RMB4.029
billion.
(2) The term of the Sale and Purchase Contract of Chemical Products
(Keqi) entered into between Keqi Coal-based Gas Company and
Chemical Marketing Company is to be extended for a further term
commencing from 1 January 2015 to 31 December 2015. During the
extended term of the contract, Keqi Coal-based Gas Company agreed
to sell chemical products to Energy and Chemical Marketing Company
with an annual cap for transaction amount of approximately RMB623
million.
1.2 Extension of the term of the Sale and Purchase Contract of Chemical
Products (Duolun) between Duolun Coal Chemical Company and Energy and
Chemical Marketing Company
The Sale and Purchase Contract of Chemical Products (Duolun) entered
into between Duolun Coal Chemical Company and Energy and Chemical
Marketing Company for a further term commencing from 1 January 2015 to
31 December 2015. During the extended term of the contract, Duolun Coal
Chemical Company agreed to sell chemical products it produced to Energy
and Chemical Marketing Company with an annual cap for transaction
amount of approximately RMB4.147 billion;
For details related to the said continuing connected transactions, please
refer to the announcement of the Company dated 23 December 2014 and the
circular to be dispatched by the Company.
2. 2.1 Beijing Datang Fuel Company Limited ("Beijing Datang Fuel Company")
entered into the Fuel Purchase Framework Agreement (Beijing) with the
Company for a term commencing from 1 January 2015 to 31 December 2015;
During the term of the agreement, Beijing Datang Fuel Company agreed to
supply different types of coal to enterprises of the Company with an
annual cap for transaction amount of approximately RMB21.289 billion.
2.2 Inner Mongolia Datang Fuel Company Limited("Inner Mongolia Fuel
Company"), a wholly-owned subsidiary of Beijing Datang Fuel Company,
entered into the Fuel Purchase Framework Agreement (Inner Mongolia)
with the Company for a term commencing from 1 January 2015 to 31
December 2015; During the term of the agreement, Inner Mongolia Fuel
Company agreed to supply different types of coal to certain enterprises
of the Company with an annual cap for transaction amount of
approximately RMB5.228 billion.
For details related to the said continuing connected transactions of sale
and purchase of coal, please refer to the announcement of the Company dated
23 December 2014 and the circular to be dispatched by the Company.
3. In order to meet the financing needs, expand the medium and long term
financing capacity and reduce financing cost, the Company proposed to apply
to the National Association of Financial Market Institutional Investors
("NAFMII") for registering the issuance of non-public debt financing
instruments (the "Financing Instruments") with a principle amount of not
exceeding RMB10.0 billion and to be issued in tranches within the effective
period of the registration according to the Company's financing needs
afterwards and market situation. The first tranche of the Financing
Instruments will be issued within 6 months after completion of registration
in NADMII. The proceeds will be mainly used for replenishment of the
Company's working capital and replacement of due loans. The following
matters are to be proposed at the EGM for shareholders' consideration and
approval:
(1) Agreed the Company to apply to the National Association of Financial
Market Institutional Investors ("NAFMII") for registering issuance of
the Financing Instruments with a principle amount of not exceeding
RMB10.0 billion with within 12 months from the date of approval by the
EGM, and to be issued in tranches within the effective period of the
registration;
(2) Agreed to authorise any two of the Company's Directors or the
management of the Company to conduct all relevant matters in relation
to the registration and issuance of the Financing Instruments;
including but not limited to the determination of the amount, term,
specific terms, conditions and other relevant matters of each tranche
of the Directed Instruments based on the needs of the Company and
market conditions, and the execution of all necessary legal documents.
4. 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 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.
(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 20 January 2015. 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) Shareholders and their proxies attending the EGM 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, Wu Jing, Liang Yongpan, Zhou Gang, Cao Xin,
Cai Shuwen, Liu Haixia, Guan Tiangang, Yang Wenchun, Dong Heyi*, Ye Yansheng*,
Zhao Jie*, Jiang Guohua*, Feng Genfu*
* Independent non-executive director
END