Supplemental Notice of 2010 Annual General Meeting
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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)
SUPPLEMENTAL NOTICE OF 2010 ANNUAL GENERAL MEETING
Reference is made to the Notice of 2010 Annual General Meeting of Datang International Power
Generation Co., Ltd. (the "Company") issued on 15 April 2011 ("AGM Notice").
Recently, the board of directors of the Company (the "Board") received from its controlling
shareholder, China Datang Corporation ("CDC"), a proposal letter for adding additional
resolutions. Details of the proposal are as follows:
The "Resolution on the Provision of Guarantee for the Financing by Shanxi Datang
International Yuncheng Power Generation Company Limited" and the "Resolution on the
Application for Public Issuance of Corporate Bonds in 2011" are proposed to be tabled to
the 2010 annual general meeting (the "AGM") as additional resolutions for consideration and
approval by the shareholders given that such resolutions have been considered and passed by
the eighth meeting of the seventh session of the Board and tenth meeting of the seventh
session of the Board.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM of Datang International Power Generation
Co., Ltd. (the "Company") 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 3 June 2011 (Friday) at 9:00 a.m. to consider and, if thought fit, pass the
following additional resolutions:
Ordinary Resolution:
1. to consider and approve the "Resolution on the Provision of Guarantee for the Financing
by Shanxi Datang International Yuncheng Power Generation Company Limited " (Note 2);
Special Resolution:
2. to consider and approve the "Resolution on the Application for Public Issuance of
Corporate Bonds in 2011" (Note 3).
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
18 May 2011
Notes:
1. Save as the newly added resolutions and other information set out in the Supplemental
Notice of 2010 Annual General Meeting, other matters in relation to the AGM as set out
in the AGM Notice remain unchanged.
2. The Company proposes to provide a guarantee with joint liability for the financing by
Shanxi Datang International Yuncheng Power Generation Company Limited in an amount not
exceeding RMB600 million. Please refer to the announcement of the Company dated 9 May
2011 for details of the guarantee.
3. Major particulars of the application for the public issuance of corporate bonds in 2011:
(I) The Company intends to continue to apply for the public issuance of corporate bonds
within China in 2011 (the "Issuance"). Details of the proposal are as follows:
(1) the proposal on the issuance of corporate bonds in 2011
(a) Issuance size: not more than RMB6 billion;
(b) Term: not more than 15 years;
(c) Arrangements for placing the corporate bonds with shareholders of the
Company: the corporate bonds in the Issuance may be placed with holders of
A shares of the Company. Details of the placement arrangements will be
tabled to the shareholders' general meeting which will authorise the Board
to determine such arrangements based on the market conditions at the time of
the issuance and the specific matters related to the issuance;
(d) Use of proceeds: to repay the existing banks loans and replenish the
working capital of the Company;
(e) In accordance with Article 25 of "Rule No. 23 for the Content and Format of
Information Disclosure by Companies in Public Offering of Securities"
stipulated by the China Securities Regulatory Commission ("CSRC") regarding
the requirements of the protective measures, in the event of expected
failure to pay the principal and interests of the corporate bonds on
schedule or failure to pay the principal and interests of the corporate
bonds on schedule upon maturity, the Company will at least adopt the
following protective measures:
i. not to distribute profits to the shareholders;
ii. to suspend the implementation of capital expenditure projects such as
major foreign investments, mergers or acquisitions;
iii. to deduct or cease the payment of salaries and bonuses of directors
and senior management staff;
iv. not to redesignate main responsible persons from their original
positions.
(2) The above issuance proposal is valid for 24 months from the date on which the
proposal is considered and approved at the shareholders' general meeting.
(II) To ensure the smooth issuance of corporate bonds, it is proposed to the
shareholders' general meeting to authorise the Board (and agrees that the Board
will authorise any two directors) to determine the following matters to the extent
of the resolution on the Issuance proposal being passed at the shareholders'
general meeting:
(1) formulate a specific proposal on the issuance of the corporate bonds based on
market conditions, which includes the number of tranches of the issuance, the
timing and quantity of the issuance, the term of the bonds, the interest rate
or the method of determining such interest rate, specific uses of the proceeds,
the term and method of repayment of the principal and interests thereon,
whether put or call provisions will be arranged, whether guarantees and methods
of guarantees will be provided and so forth;
(2) make necessary amendments to the relevant documents related to the issuance
based on the opinions of the CSRC and/or changes in the market conditions;
(3) engage intermediaries related to the Issuance, and sign legal documents
including contracts and agreements related to the issuance of corporate bonds;
(4) sign legal documents related to the issuance and listing of corporate bonds,
and handle other relevant matters;
(5) the above authorisation will be valid for 24 months from the date on which the
authorisation is considered and approved at the general meeting.
4. Other Matters
(1) Each of the holders of H shares entitled to attend and vote at the AGM, 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 the holders of H shares have appointed more than one proxy to attend the AGM,
the proxies can only exercise their voting rights by way of poll.
(3) To be valid, the 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 AGM.
(4) The revised proxy form supersedes and replaces the proxy form which was previously
distributed with the shareholders' circular dated 15 April 2011 (the "Previous
Proxy Form") and that the Previous Proxy Form is invalid. Shareholders who have
signed and returned the Previous Proxy Form should sign and return the revised
proxy form in accordance with instructions of this Supplemental Notice of 2010
Annual General Meeting.
(5) The AGM is expected to last for two hours. 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 8111 or (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, Su
Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang
Guohua*
* Independent non-executive Directors