Supplemental Notice of 2011 First EGM
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
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 POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 991)
SUPPLEMENTAL NOTICE OF 2011 FIRST EXTRAORDINARY GENERAL MEETING
Reference is made to the Notice of 2011 First Extraordinary General Meeting
(the "EGM") of Datang International Power Generation Co., Ltd. (the "Company")
issued on 31 January 2011 ("EGM Notice").
Recently, the board of directors of the Company (the "Board") received from its
controlling shareholder, China Datang Corporation ("CDC") (CDC and its
controlling subsidiaries hold a total of 4,440,001,160 shares of the Company as
at the date of this notice, representing approximately 36.07% of the total
shares of the Company), a proposal letter for adding an additional resolution
for consideration and approval by the shareholders. Details of the proposal are
as follows:
The "Resolution on authorising the Board to handle matters in relation to the
issue of 2011 first tranche of the corporate bonds" is proposed to be tabled to
the EGM as an additional special resolution for consideration after being
considered and approved by the Board.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the 2011 first extraordinary general
meeting of 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 22 March 2011 (Tuesday) at 11:00 a.m.
to consider and, if thought fit, pass the following additional resolution:
SPECIAL RESOLUTION
To consider and approve the "Resolution on Authorising the Board to Handle Matters
in Relation to the Issue of 2011 First Tranche of the Corporate Bonds, including
but not limited to,
(1) to formulate the detailed proposal of the issue of 2011 first tranche of
the corporate bonds of RMB3 billion with reference to market conditions,
including timing of the issue, issue quantity, term, interest rate or its
determination basis, use of proceeds, terms and methods of repayment of
principal and payment of interest, whether to include conditions such as
sell-back or redemption, whether any guarantees are to be made and the method
of such guarantees, and other matters;
(2) to authorise the Board to sign any relevant legal documents in relation to
the issue and listing of the corporate bonds of the Company;
(3) to authorise the Board to handle any other matters in relation to the issue
and listing of the corporate bonds of the Company; and
(4) the aforesaid authority shall be effective for 6 months commencing from the
date on which the resolution is approved by the EGM." (Note 2)
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
28 February 2011
Notes:
1. Save as the newly added resolution and other information as set out in the
Supplemental Notice of 2011 First Extraordinary General Meeting, other matters
in relation to the EGM as set out in the EGM Notice remain unchanged.
2. Having obtained the "Approval for the Public Issue of Corporate Bonds by
Datang International Power Generation Co., Ltd." (Zheng Jian Xu Ke [2009]
No.654) from the China Securities Regulatory Commission in July 2009 whereby
the Company was permitted to issue corporate bonds not exceeding RMB6 billion,
the Company issued first tranche of the corporate bonds amounting to RMB3
billion on 17 August 2009. In view of the status of the capital market and the
Company's capital needs, the Company intended to complete the issue of the
remaining corporate bonds in the amount of RMB3 billion within the valid period
(before 21 July 2011) of the authorised document, i.e. to issue 2011 first
tranche of the corporate bonds.
3. Others
(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 revised proxy form, and
if such revised 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 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) The revised proxy form supersedes and replaces the proxy form which was
previously distributed with the EGM Notice (the "Previous Proxy Form") and 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 2011 First Extraordinary
General Meeting.
(5) The EGM is expected to last for an 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 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