Supplemental Notice of 2011 Fourth EGM
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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: 00991)
SUPPLEMENTAL NOTICE OF
2011 FOURTH EXTRAORDINARY GENERAL MEETING
Reference is made to the "Notice of 2011 Fourth Extraordinary General Meeting (the
"EGM")" of Datang International Power Generation Co., Ltd. (the "Company") dated 13
October 2011 (the "EGM Notice") and the announcement of the Company dated 11
November 2011 relating to the postponement of EGM and extension of book closure
period (the "Announcement").
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 4,619,737,414 shares of the Company as at the date of
this supplemental notice, representing approximately 34.71% of the issued share
capital of the Company), a proposal letter for adding additional resolutions for
the consideration and approval by the shareholders at the EGM. Details of the
proposal are as follows:
The "Resolution on the Provisions of Guarantees for the Financing of Wangtan Power
Generation Company, Jinkang Electricity Company and Ningde Power Generation Company",
the "Resolution on the Adjustment of Supervisor Representing Shareholders of Datang
International Power Generation Co., Ltd.", the "Resolution on the Issuance of RMB10
Billion Super Short-Term Debentures" and the "Resolution on the Non-public Directed
Issuance of RMB10 Billion Debt Financing Instruments" are proposed to be tabled to
the EGM as additional resolutions for shareholders' consideration and approval after
being considered and approved at the seventeenth meeting of the seventh session of
the Board, the seventh meeting of the seventh session of the supervisory committee
and the eighteenth meeting of the seventh session of the Board.
In view of the newly-added resolutions at the EGM and to facilitate shareholders'
understanding of the relevant resolutions, the EGM will be re-scheduled to 9:00 a.m.
on Tuesday, 6 December 2011 at the meeting room no. 1608, head office of the Company,
No. 9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of China
(the "PRC").
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the 2011 fourth extraordinary general
meeting of the Company will be re-scheduled to be held at the meeting room no. 1608,
head office of the Company, No. 9 Guangningbo Street, Xicheng District, Beijing, the
PRC on 6 December 2011 (Tuesday) at 9:00 a.m. to consider and, if thought fit, pass
the following additional resolutions and revised resolution:
ORDINARY RESOLUTIONS
1. To consider and approve the "Resolution on the Provision of Entrusted Loan to
Datang Inner Mongolia Duolun Coal Chemical Company Limited (including the
Framework Entrusted Loan Agreement)". (Note 2)
2. For details of ordinary resolution numbered two, please refer to the EGM Notice.
3. To consider and approve the "Resolution on the Provisions of Guarantees for the
Financing of Wangtan Power Generation Company, Jinkang Electricity Company and
Ningde Power Generation Company". (Note 3)
(1) To consider and approve the provision of guarantee for the financing of
Wangtan Power Generation Company.
(2) To consider and approve the provision of guarantee for the financing of
Jinkang Electricity Company.
(3) To consider and approve the provision of guarantee for the financing of
Ningde Power Generation Company.
4. To consider and approve the "Resolution on the Adjustment of Supervisor
Representing Shareholders of Datang International Power Generation Co., Ltd."
and conditional upon the passing of resolution to approve that Mr. Fu Guoqiang
would no longer assume the office of supervisor representing shareholders of the
Company, the appointment of Mr. Zhou Xinnong as supervisor representing
shareholders. (Note 4)
(1) To consider and approve the appointment of Mr. Zhou Xinnong as supervisor
representing shareholders of the Company.
(2) To consider and approve that Mr. Fu Guoqiang would no longer assume the
office of supervisor representing shareholders of the Company.
SPECIAL RESOLUTIONS
5. To consider and approve the "Resolution on the Issuance of RMB10 Billion Super
Short-Term Debentures". (Note 5)
6. To consider and approve the "Resolution on the Non-public Directed Issuance of
RMB10 Billion Debt Financing Instruments". (Note 6)
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
11 November 2011
Notes:
1. As a result of the postponement of the EGM, the period of closure of the
register of members of the Company for determining the entitlement of H shares
shareholders to attend the EGM will be extended, details of which please refer
to the Announcement.
Save as the re-scheduled time for the EGM, the extended book closure period, the
newly-added resolutions, the revised resolution and other information as set out
in this Supplemental Notice of 2011 Fourth Extraordinary General Meeting, other
matters in relation to the EGM as set out in the EGM Notice remain unchanged.
Unless otherwise defined, capitalized terms used in this supplemental notice
shall have the same meanings as defined in the circular of the Company dated 1
November 2011 (the "Circular").
2. To ensure the smooth progress and the timely repayment of due loans of the
Duolun Coal Chemical Project, the Board proposes to the EGM to consider and
approve the provision of an entrusted loan of not exceeding RMB2 billion to
Datang Inner Mongolia Duolun Coal Chemical Co., Ltd. ("Duolun Coal Chemical
Company") by the Company or Datang Energy and Chemical Co., Ltd. ("Energy and
Chemical Company"), the Company's wholly-owned subsidiary, through CCB Diao Yu
Tai Branch; and the entrusted loan shall be repaid after other financings for
Duolun Coal Chemical Company are in place. In this regard, the Company entered
into the Framework Entrusted Loan Agreement with Energy and Chemical Company,
CCB Diao Yu Tai Branch and Duolun Coal Chemical Company on 24 October 2011,
details of which please refer to the Circular of the Company.
As Energy and Chemical Company holds 60% equity interests in Duolun Coal
Chemical Company and CDC, the controlling shareholder of the Company, holds 40%
equity interests in Duolun Coal Chemical Company, Duolun Coal Chemical Company
is a connected person of the Company pursuant to the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"),
therefore the transaction constitutes a connected transaction of the Company and
will be tabled to the EGM for shareholders' consideration and approval. CDC, a
connected shareholder, and its associates, are required to abstain from voting
at this resolution at the EGM.
3. In order to ensure normal progression on project construction, production and
operation of the following subsidiaries, the Company intends to provide
guarantees to the following subsidiaries:
(1) To provide guarantees in proportion to the Company's shareholding for an
amount of not exceeding RMB210 million for the financing of Hebei Datang
International Wangtan Power Generation Company Limited, in which the
Company holds 70% equity interests;
(2) To provide guarantees in proportion to the Company's shareholding for an
amount of not exceeding RMB409 million for the financing of Sichuan Jinkang
Electricity Development Company Limited, in which the Company holds 54.44%
equity interests;
(3) To provide guarantees in full amount of not exceeding RMB600 million for
the financing of Fujian Datang International Ningde Power Generation
Company Limited, in which the Company holds 51% equity interests.
Since the asset-liability ratios of the aforesaid subsidiaries are all over 70%,
the provisions of guarantees are required to be tabled to the EGM for
shareholders' consideration and approval pursuant to the Listing Rules of the
Shanghai Stock Exchange and the "Articles of Association of Datang International
Power Generation Co., Ltd.". Please refer to the announcement of the Company
dated 2 November 2011 for details.
4. Due to Mr. Fu Guoqiang's work rearrangement, the replacement of Mr. Fu Guoqiang
by Mr. Zhou Xinnong as supervisor representing shareholders of the Company was
proposed to be tabled to the EGM for shareholders' consideration and approval.
Mr. Zhou Xinnong's profile is as follows:
Zhou Xinnong, male, aged 43, university graduate, is a senior accountant. Mr.
Zhou has served as Chief Accountant and Deputy Manager of the Finance Department
of the Company, Head of the Price General Services Office of the Finance and
Assets Management Department and Deputy Director of the Finance and Assets
Management Department of China Datang Corporation. Mr. Zhou is currently Deputy
Director of the Finance Management Department of China Datang Corporation
(Person-in-Charge). Mr. Zhou has long been engaged in finance management of
power systems and has extensive practical experience in operation and
management.
If elected, the term of office for Mr. Zhou Xinnong will commence on the day
upon approval of his appointment at the EGM and will end on the day when the
term of office of the seventh session of the supervisory committee ends (i.e. 30
June 2013). If elected, Mr. Zhou will not be entitled to any remuneration for
being a supervisor of the Company. As at the date of this supplemental notice,
Mr. Zhou Xinnong does not have any interest in the shares of the Company within
the meaning of Part XV of the Securities and Futures Ordinance. He has not been
subjected to any public sanctions by any statutory or regulatory authority.
Mr. Zhou Xinnong had been a director of Datang Huayin Electric Power. Ltd.
(stock code of A shares: 600744) from December 2003 to May 2010. Apart from that,
Mr. Zhou Xinnong has not held any directorship in any public listed companies in
the past three years. Mr. Zhou does not have any relationship with any directors,
senior management, substantial or controlling shareholders (as defined in the
Listing Rules) of the Company. Save as disclosed above, there are no other
matters concerning the proposed appointment of Mr. Zhou Xinnong as a supervisor
of the Company that need to be brought to the attention of the shareholders and
The Stock Exchange of Hong Kong Limited and there are no other matters which
shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
5. In order to enhance the short-term financing capacity of the Company, fulfill
the need for short-term working capital requirement and reduce finance costs,
the Company intends to apply to the National Association of Financial Market
Institutional Investors ("National Association") for the issuance of super
short-term debentures with a principal amount of not exceeding RMB10 billion,
and to issue on a rolling basis by tranches within the effective registration
period of the super short-term debentures according to the demand for subsequent
fundings and market circumstances. The proceeds from the fund-raising will be
primarily used in the replenishment of working capital of the Company and the
replacement of due borrowings. It is hereby proposed to be tabled to the EGM for
shareholders' consideration and approval:
(1) To agree that the Company will apply to the National Association for the
limit of the issuance of super short-term debentures with a principal
amount of not exceeding RMB10 billion within 12 months from the date of
obtaining an approval at the general meeting, and to issue on a rolling
basis within the effective registration period;
(2) To agree to authorize 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 super short-term debentures.
6. In order to meet the capital needs of the Company, enhance the long-term
financing capacity and reduce finance costs, the Company intends to apply to the
National Association for the issuance of private bonds with a principal amount
of not exceeding RMB10 billion, and to issue on a rolling basis by tranches
within the effective registration period of the private bonds according to the
demand for subsequent fundings and market circumstances. The first tranche of
the private bonds will be completed within six months after the registration
with the National Association. The proceeds from the fund-raising will be
primarily used in the replenishment of working capital of the Company and the
replacement of due borrowings. It is hereby proposed to be tabled to the EGM for
shareholders' consideration and approval:
(1) To agree that the Company will apply to the National Association for the
limit of the issuance of private bonds with a principal amount of not
exceeding RMB10 billion within 12 months from the date of obtaining an
approval at the general meeting, and to issue on a rolling basis within the
effective registration period;
(2) To agree to authorize 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 private bonds.
7. 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
distributed with the EGM Notice dated 13 October 2011 (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 Fourth Extraordinary General Meeting.
(5) Holders of H shares who wish to attend the EGM are required to return the
revised notice of attendance by hand, post, cable or fax to the Company's
office address on or before 16 November 2011. Completion and return of the
revised notice of attendance will not preclude a shareholder of the Company
from attending and voting at the EGM in person. The revised notice of
attendance supersedes and replaces the notice of attendance which was
distributed with the EGM Notice (the "Previous Notice of Attendance") and
the Previous Notice of Attendance is invalid. Shareholders who have signed
and returned the Previous Notice of Attendance should sign and return the
revised notice of attendance in accordance with this Supplemental Notice of
2011 Fourth Extraordinary General Meeting.
(6) The EGM is expected to last 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 or (8610) 8800 8682
Fax: (8610) 8800 8672 or (8610) 8800 8111
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