Supplemental Notice of 2013 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: 00991)
SUPPLEMENTAL NOTICE OF
2013 FIRST EXTRAORDINARY GENERAL MEETING
Reference is made to the Notice of 2013 First Extraordinary General Meeting
of Datang International Power Generation Co., Ltd. (the "Company") dated 5
February 2013 (the "EGM Notice").
After the date of the EGM Notice, 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 for the
consideration and approval by the shareholders of the Company (the
"Shareholders") at the 2013 First Extraordinary General Meeting (the "EGM").
Details of the proposal are as follows:
The "Resolution on the Provision of Coal by Inner Mongolia Electric Power
Fuel Company Ltd. to the Corporations Managed by the Company" and the
"Resolution on Certain Regular Continuing Connected Transactions of the
Company in 2013", are proposed to be considered and approved as
ordinary resolutions by the Shareholders at the EGM after being
considered and approved at the thirty-fourth meeting of the seventh
session of the Board.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM 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 25 March 2013 (Monday) at 9:00 a.m. to consider and, if
thought fit, pass the following ordinary resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the "Resolution on the Provision of Coal by
Inner Mongolia Electric Power Fuel Company Ltd. to the Corporations
Managed by the Company" (Note 2).
2. To consider and approve the "Resolution on Certain Regular Continuing
Connected Transactions of the Company in 2013" (Note 3).
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
4 March 2013
Notes:
1. Save as the additional resolutions and other information as set out in
this Supplemental Notice of 2013 First Extraordinary General Meeting,
all the information set out in the EGM Notice remains unchanged.
2. Inner Mongolia Electric Power Fuel Company Ltd. ("Inner Mongolia
Fuel Company"), a wholly-owned subsidiary of Beijing Datang Fuel
Company Limited ("Beijing Datang Fuel Company), a wholly-owned
subsidiary of the Company, entered into the Inner Mongolia Fuel
Purchase Framework Agreements with certain power plants or subsidiaries
of the Company on 6 February 2013 for a term from 1 January 2013 to 31
December 2013. During the term of the agreements, Inner Mongolia Fuel
Company agreed to supply coal to certain power plants or subsidiaries
of the Company with maximum aggregate annual transaction amount of
approximately RMB5,425 million.
For details of the transactions, please refer to the announcement of the
Company dated 6 February 2013 and the relevant circular dated 4 March
2013.
3. Certain continuing connected transactions of the Company in 2013 in
relation to purchase of coal
3.1 Purchase of coal from Beijing Datang Fuel Company by the Company and
its subsidiaries. The Company entered into the Fuel Purchase
Framework Agreement with Beijing Datang Fuel Company on 6 February
2013, pursuant to which, the Company and certain of its subsidiaries
agreed to purchase coal from Beijing Datang Fuel Company with maximum
aggregate annual transaction amount of approximately RMB35,505 million
for a term from 1 January 2013 to 31 December 2013.
3.2 Sale of coal by Datang International (Hong Kong) Limited ("Hong Kong
Company") to certain subsidiaries of the Company
3.2.1 Hong Kong Company entered into the Hong Kong-Beijing Fuel Sale
Framework Agreement with Beijing Datang Fuel Company on 6
February 2013, pursuant to which, Hong Kong Company agreed to
sell coal to Beijing Datang Fuel Company, with maximum aggregate
annual transaction amount of approximately USD380 million,
equivalent to RMB2,367.4 million, for a term of one year
commencing from 1 January 2013 to 31 December 2013.
3.2.2 Hong Kong Company entered into the Hong Kong-Power Plants Fuel
Sale Framework Agreement with the Company on 6 February 2013,
pursuant to which, Hong Kong Company agreed to sell coal to
Guangdong Datang International Chaozhou Power Generation Company
Limited and Jiangsu Datang International Lvsigang Power
Generation Company Limited, with a maximum aggregate annual
transaction amount of approximately USD522 million, equivalent
to RMB3,252.1 million, for a term from 1 January 2013 to 31
December 2013.
For details of the transactions, please refer to the announcement of the
Company dated 6 February 2013 and the relevant circular dated 4 March
2013.
4. Special resolutions numbered 1 and 2 under the EGM Notice dated 5
February 2013 will be renumbered as special resolutions numbered 3 and
4 respectively.
5. 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 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 (as define below), and if such revised 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
EGM.
(4) A revised proxy form for use at the EGM (the "Revised Proxy
Form") is published on the websites of The Stock Exchange of Hong
Kong Limited (www.hkexnews.hk) and the Company (www.dtpower.com).
The Revised Proxy Form shall supersede and replace the proxy
form enclosed with the EGM Notice dated 5 February 2013 (the
"Previous Proxy Form") and that the Previous Proxy Form shall be
invalid. Shareholders who have signed and returned the Previous
Proxy Form should complete and return the Revised Proxy Form in
accordance with the instructions provided in this Supplemental
Notice of 2013 First Extraordinary General Meeting. Completion and
return of the Revised Proxy Form will not preclude a Shareholder
from attending and voting at the EGM in person.
(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 or (8610) 8800 8682
Fax: (8610) 8800 8672
As at the date of this supplemental notice, the directors of the Company are:
Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia,
Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*,
Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors