Adjournment of EGM
Beijing Datang Power Generation Com
28 April 2000
(A sino-foreign joint venture joint stock limited company
incorporated in the People's Republic of China)
Notice of Adjournment of Extraordinary General Meeting of Overseas
Listed Foreign Shares
The Board of Directors of Beijing Datang Power Generation Company
Limited (the 'Company') has resolved that: the extraordinary
general meeting (the 'EGM') for the holders of overseas listed
foreign shares ('H shares') of the Company to be held at the
Company's Conference room at 8/F, No. 482 Guanganmennei Avenue,
Xuanwu District, Beijing, the People's Republic of China at
11:30am on 28th April, 2000 has been adjourned. The adjournment
is due to the number of shares of the class carrying voting rights
represented by shareholders intending to attend the EGM does not
reach one half or more of the total number of such shares of the
Company. According to Article 82 of the Articles of Association
of the Company, notice is hereby given that the Extraordinary
General Meeting of Overseas Listed Foreign Shares is adjourned to
be held at the same venue at 9:00am on 18th May, 2000.
The forms of proxy for the use by holders of H shares and notice
of attendance delivered to the Company according to Note 4 and
Note 5 of the original notice convening the EGM shall remain valid
and effective.
Please refer to the original notice convening the EGM which is set
out below for other information concerning the EGM.
Notice of Extraordinary General Meeting of Overseas Listed Foreign
Shares
Notice is hereby given that the Board of Directors of Beijing
Datang Power Generation Company Limited (the 'Company') has
resolved that an extraordinary meeting for the holders of overseas
listed foreign shares (or H shares) of the Company be held at the
Company's Conference Room at 8/F, No.482 Guanganmennei Avenue,
Xuan Wu District, Beijing, the People's Republic of China at
11:30a.m. on 28th April, 2000 for the following purposes:
1. To consider and, if thought fit, pass the following
resolution as a special resolution to authorise the Board of
Directors of the Company to repurchase H Shares up to a maximum of
10 per cent. of the aggregate nominal value of the H Shares in
issue:
'THAT:
a) subject to paragraphs (b) and (c) below, the exercise by the
Board of Directors of the Company during the Relevant Period (as
defined in paragraph (d) below) of all the powers of the Company
to purchase overseas listed foreign shares in issue in the capital
of the Company on The Stock Exchange of Hong Kong Limited (the
'Hong Kong Stock Exchange'), subject to and in accordance with all
applicable laws, rules and regulations and/or requirements of the
governmental or regulatory body of securities in the People's
Republic of China, the Hong Kong Stock Exchange or of any other
governmental or regulatory body be and is hereby approved;
b) the aggregate nominal value of overseas listed foreign shares
authorised to the purchased pursuant to the approval in paragraph
(a) above during the Relevant Period shall not exceed 10 per cent.
of the aggregate nominal value of the overseas listed foreign
shares in issue of the Company as at the date of the passing of
this resolution;
c) the approval in paragraph (a) above shall be conditional
upon:
i) the passing of a special resolution in the same terms as the
resolution set out in this paragraph 1 (except for this sub-
paragraph (c)(i)) at the annual general meeting of the Company
and the extraordinary general meeting for holders of domestic
shares of the Company both to be held on 28th April, 2000 (or on
such adjourned date as may be applicable);
ii) the approvals of the China Securities Regulatory Commission,
the State Administration for Exchange Control and the State
Economic and Trade Commission being obtained by the Company; and
iii) the Company not being required by any of its creditors to
repay or to provide guarantee in respect of any amount due to
any of them (or if the Company is so required by any of its
creditors, the Company having, in its absolute discretion, repaid
or provided guarantee in respect of such amount) pursuant to the
notification procedure set out in article 22 of the Articles of
Association of the Company;
d) for the purpose of this special resolution, 'Relevant Period'
means the period from the passing of this special resolution until
whichever is the earlier of:
i) the conclusion of the next annual general meeting of the
Company following the passing of this special resolution;
ii) the expiration of a period of twelve months following the
passing of this special resolution; and
iii) the date on which the authority set out in this special
resolution in revoked or varied by a special resolution of the
members of the Company in general meeting; and
e) the Board of Directors of the Company be and is hereby
authorised to make such amendments to article 15 and article 18 of
the Articles of Association of the Company as it thinks fit so as
to reduce the registered share capital of the Company and to
reflect the new capital structure of the Company upon the purchase
of shares of the Company as contemplated in paragraph (a) above.'
2. To transact other business, if necessary.
By order of the board
Yang Hongming
Company secretary
Beijing, 6th March, 2000
Notes:
1. Holders of the Company's H Shares are reminded that pursuant
to Article 38 of the Articles of Association of the Company, the
register of members of the Company's H Shares will be closed from
29th March, 2000 to 27th April, 2000, both days inclusive, during
which period no transfer of H Shares will be registered. Holders
of the Company's H Share, whose names appear on the register of
members of the Company on 29th March, 2000 are entitled to attend
the Extraordinary General Meeting and to vote thereat.
2. Any holders of the Company's H Shares entitled to attend and
vote at the Extraordinary General Meeting is entitled to appoint
one or more proxies to attend and vote on his behalf. A proxy
need not be a shareholder of the Company.
3. Where a shareholder appoints more than one proxy, his proxies
may only vote in a poll.
4. To be valid, the form of proxy for the use of H Shareholders
and, if such proxy is signed by a person on behalf of the
appointor pursuant to a power of attorney or other authority, a
notarially certified copy of that power of attorney or other
authority must be delivered to the Company at 8/F, No. 482
Guanganmennei Avenue, Xuan Wu District, Beijing, People's Republic
of China not less than 24 hours before the time appointed for
holding the Extraordinary General Meeting.
5. Shareholders of H Shares who intend to attend the
Extraordinary General Meeting are required to send the Notice of
Attendance whether by hand, post, cable or fax to the office of
the Company at its registered address on or before 8th April,
2000. Completion and return of the Notice of Attendance will not
affect the right of shareholders to attend the Extraordinary
General Meeting.
6. The Extraordinary General Meeting of H Shareholders is
expected to last for half an hour. The attending shareholders and
proxies shall be responsible for their own travelling and
accommodation expenses.
Registered address of the Company:
No. 482 Guanganmennei Avenue
Xuanwu District
Beijing
People's Republic of China
Tel: (8610) 83581905 Fax: (8610) 83581907 Post Code: 100053
By order of the board
Yang Hongming
Company secretary
Beijing, 27th April, 2000