Application to issue A Shares
Datang Intl Power Generation Co Ld
31 May 2005
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your
licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in DATANG INTERNATIONAL POWER GENERATION CO., LTD., you should at once
hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through
whom the sale or transfer was effected for transmission to the purchaser or the transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
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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: 991)
Proposed application to issue A Shares in the PRC
and
Connected transactions
Independent financial adviser to the Independent Board Committee
and the Independent Shareholders
DBS
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IT IS IMPORTANT TO NOTE THAT THE PURPOSE OF DISTRIBUTING THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF THE COMPANY
WITH ADDITIONAL INFORMATION ON, AMONG OTHER THINGS, THE PROPOSED ISSUE OF A SHARES BY THE COMPANY, SO THAT THE
SHAREHOLDERS OF THE COMPANY MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT OF CERTAIN RESOLUTIONS TO BE TABLED AT
THE ANNUAL GENERAL MEETING FOR THE YEAR 2004 AND THE CLASS SHAREHOLDERS MEETINGS FOR THE YEAR 2005 OF THE COMPANY. THE A
SHARES WILL BE ISSUED ONLY TO SUBSCRIBERS IN THE PEOPLE'S REPUBLIC OF CHINA. THIS CIRCULAR DOES NOT CONSTITUTE AN OFFER
OF, OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE A SHARES OF THE COMPANY, NOR IS THIS CIRCULAR INTENDED TO INVITE
OFFERS FOR ANY CLASS OF SHARES OR OTHER SECURITIES OF THE COMPANY.
A letter from the board of directors of the Company is set out on pages 5 to 14 of this circular. A letter from the
independent board committee of the Company is set out on pages 15 to 16 of this circular. A letter from DBS Asia Capital
Limited, the independent financial adviser to the independent board committee and the independent shareholders of the
Company, is set out on pages 17 to 22 of this circular.
A notice dated 5 May 2005 convening each of the annual general meeting for the year 2004 and the class shareholders
meeting for each of the holders of the overseas listed foreign shares of the Company and the domestic shares of the
Company to be held at Conference Room No. 804, No. 482 Guanganmennei Avenue, Xuanwu District, Beijing, the People's
Republic of China at 9 a.m., 11 a.m. and 11:30 a.m., respectively on 21 June 2005 is set out on pages 27 to 34 of this
circular for your reference and the relevant reply slips for attendance and proxy forms are enclosed with this circular.
If you are eligible, and intend, to attend any of the aforementioned meetings, please complete and return the relevant
reply slips for attendance in accordance with the instructions printed thereon as soon as possible and in any event not
later than 31 May 2005. Whether or not you will attend the annual general meeting of the Company for the year 2004 and/
or the class shareholders meeting for each of the holders of the overseas listed foreign shares of the Company and the
domestic shares of the Company, you are requested to complete and return the relevant proxy forms enclosed herewith in
accordance with the instructions printed thereon. Completion and return of the proxy form(s) will not preclude you from
attending and voting in person at any of the aforementioned meetings or any adjournment thereof should you so wish.
25 May 2005
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Contents
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Page
DEFINITIONS 1
LETTER FROM THE BOARD
1. Introduction 5
2. Proposed A Shares Issue 6
2.1 Structure of the A Shares Issue
2.2 Ancillary matters relating to the A Shares Issue 9
2.3 Reasons for and benefits of the A Shares Issue 10
2.4 Effects of the A Shares Issue on the capital structure of the Company 11
3. General Information 12
3.1 The A Shares Issue and connection transactions 12
3.2 2004 AGM 12
3.3 2005 CSMs and closure of the register of members 13
4. Recommendation 13
5. Additional information 14
LETTER FROM THE INDEPENDENT BOARD COMMITTEE 15
LETTER FROM DBS ASIA 17
APPENDIX - GENERAL INFORMATION 23
NOTICE OF ANNUAL GENERAL MEETING 27
NOTICE OF H SHARES CLASS MEETING 31
NOTICE OF DOMESTIC SHARES CLASS MEETING 33
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DEFINITIONS
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In this circular, unless the context otherwise requires, the following expressions have the following meanings:
'2004 AGM' means the annual general meeting of the Company for the year ended 31
December 2004 to be held on 21 June 2005;
'2004 CSMs' means the class shareholders meeting of the Company for each of the
holders of H Shares and holders of domestic shares of the Company held
on 22 June 2004;
'2004 EGM' means the extraordinary general meeting of the Company held on 22 June
2004;
'2005 CSMs' means the 2005 Domestic Shares Class Meeting and the 2005 H Shares
Class Meeting;
'2005 Domestic Shares Class means the class shareholders meeting of the holders of
Meeting' domestic shares of the Company to be held on 21 June 2005;
'2005 H Shares Class Meeting' means the class shareholders meeting of the holders of H Shares to be
held on 21 June 2005;
'A Share(s)' means the domestic ordinary share(s) of the Company with a nominal
value of RMB1.00 each which are to be subscribed for in RMB and are
proposed to be issued by the Company to (i) part of the existing
holders of domestic shares (in the form of unlisted state-owned legal
person shares); and (ii) natural persons and institutional investors in
the PRC;
'A Shares Issue' means the proposed issue of not more than 1,000,000,000 A Shares, of
which (i) a maximum of an aggregate of 394,063,361 A Shares (in the
form of unlisted state-owned legal person shares) are proposed to be
allocated to CDGC and TJIC under the Private Placement Arrangements;
and (ii) a maximum of 605,936,639 A Shares are proposed to be issued to
natural persons and institutional investors in the PRC, and the
proposed listing of the A Shares to be issued under the Public
Subscription Tranche on the Shanghai Stock Exchange;
'Articles of Association' means the articles of association of the Company;
'associate(s)' has the meaning ascribed thereto in the Listing Rules;
'BEIH' Beijing Energy Investment Holding Company Limited (!(S)Chinese
Characters!), a substantial shareholder of the Company and Independent
Shareholder, holding approximately 13.01% of the issued share capital
of the Company as a result of the merger of the Company's then
shareholder Beijing International Power Development Investment Company
and Beijing Integrated Investment Company;
'Board' means the board of Directors;
'CDGC' means China Datang Corporation (!(S)Chinese Characters!), a state-owned
enterprise established under the laws of the PRC and a substantial
shareholder of the Company, holding approximately 35.43% of the issued
share capital of the Company. CDGC is principally engaged in the
business of the development, investment, construction, operation and
management of power plants and the production and sale of electricity
and thermal power;
'Company' means Datang International Power Generation Co., Ltd. (!(S)Chinese
Characters!), a joint stock limited company incorporated in the PRC on
13 December 1994, the H Shares of which are listed on the Hong Kong
Stock Exchange and the London Stock Exchange;
'Convertible Bond' means the convertible bonds issued by the Company on 3 September 2003
which can be converted into new H Shares;
'CSRC' means China Securities Regulatory Commission;
'DBS Asia' means DBS Asia Capital Limited, the independent financial adviser to
the Independent Board Committee and the Independent Shareholders in
respect of the Private Placement Arrangements, a deemed licensed
corporation to carry out types 1, 4 and 6 of the regulated activities
under the SFO;
'Directors' means the directors of the Company;
'Group' means the Company and its subsidiaries from time to time;
'HCIC' means Hebei Construction Investment Company (!(S)Chinese Characters!),
a state-owned enterprise established under the laws of the PRC and a
substantial shareholder of the Company and Independent Shareholder,
holding approximately 13.01% of the issued share capital of the
Company;
'H Share(s)' means the overseas listed foreign shares of the Company with a nominal
value of RMB1.00 each which are listed on the Hong Kong Stock Exchange
and the London Stock Exchange;
'HK$' means Hong Kong dollars, the lawful currency of Hong Kong;
'Hong Kong' means the Hong Kong Special Administrative Region of the PRC;
'Hong Kong Stock Exchange' means The Stock Exchange of Hong Kong Limited;
'Independent Board Committee' means a committee of the Board comprising the five independent
non-executive Directors (namely, Xie Songlin, Xu Daping, Liu Chaoan,
Yiu Changchun and Xia Qing) established for the purpose of advising the
Independent Shareholders in respect of the Private Placement
Arrangements;
'Independent Shareholders' means shareholders of the Company other than CDGC and TJIC, their
respective associates and any parties acting in concert with them;
'Latest Practicable Date' means 18 May 2005, being the latest practicable date for ascertaining
certain information referred to in this circular prior to the printing
of this circular;
'Listing Rules' means the Rules Governing the Listing of Securities on the Hong Kong
Stock Exchange;
'London Stock Exchange' means the London Stock Exchange Limited;
'PRC' means the People's Republic of China;
'Private Placement Arrangements' means the proposed private placing of 301,704,761 A Shares and
92,358,600 A Shares to CDGC and TJIC, respectively at the same issue
price as the A Shares to be issued under the Public Subscription
Tranche. Such A Shares will not be listed and traded on the Shanghai
Stock Exchange for the time being;
'Public Subscription Tranche' means the public offer of not more than 605,936,639 A Shares to natural
persons and institutional investors in the PRC. Such A Shares are
proposed to be listed on the Shanghai Stock Exchange;
'RMB' means Renminbi, the lawful currency of the PRC;
'SFO' means the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong);
'Shanghai Stock Exchange' means Shanghai Stock Exchange of the PRC;
'substantial shareholder(s)' has the meaning ascribed thereto in the Listing Rules;
'TJIC' means Tianjin Jinneng Investment Company (!(S)Chinese Characters!), a
state-owned enterprise established under the laws of the PRC and a
substantial shareholder of the Company, holding approximately 10.84% of
the issued share capital of the Company. TJIC is principally engaged in
the business of the development and investment of power plants; and
'%' percent.
For the purpose of this circular, where amounts in HK$ have been derived from RMB, such translations are for the
convenience of the reader only, and except as otherwise indicated, have been made at the rate of RMB1.06 to HK$1.00. No
representation is made that RMB amounts could have been or could be converted into HK$ at this rate or any other rate or
at all.
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LETTER FROM THE BOARD
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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: 991)
Executive Directors: Legal address:
ZHANG Yi No. 482 Guanganmennei Avenue,
YANG Hongming Xuanwu District Beijing, 100053
The People's Republic of China
Non-executive Directors:
ZHAI Ruoyu Principal place of business
HU Shengmu in Hong Kong:
KOU Bingen c/o Simmons & Simmons
LIU Haixia 35th Floor Cheung Kong Center
GUAN Tiangang 2 Queen's Road Central
SU Tiegang Central
YE Yonghui Hong Kong
TONG Yunshang
Independent non-executive Directors:
XIE Songlin
XU Daping
LIU Chaoan
YU Changchun
XIA Qing
25 May 2005
To the shareholders of the Company
Dear Sir or Madam,
PROPOSED APPLICATION TO ISSUE A SHARES IN THE PRC
AND
CONNECTED TRANSACTIONS
1. INTRODUCTION
As mentioned in the announcement dated 6 May 2004 issued by the Company and the Company's circular dated 27 May 2004,
the Company intended to apply to the CSRC for the issue of not more than 1,000,000,000 A Shares under which the A Shares
to be issued under the Public Subscription Tranche were proposed to be listed on the Shanghai Stock Exchange. The
proposed A Shares Issue was conditionally approved by way of special resolutions at the 2004 EGM and the 2004 CSMs.
These resolutions were, in compliance with and as legally required under the relevant PRC laws, passed with effect for a
period of one year from the date of the 2004 EGM and the 2004 CSMs, each expiring on 21 June 2005.
As announced in the announcement of the Company dated 4 May 2005, the Company had applied to the CSRC in connection with
the A Shares Issue and the CSRC indicated on 1 April 2005 its acceptance to review such application. The A Shares Issue
was, as at the Latest Practicable Date, not completed. The Company anticipates that the A Shares Issue cannot be
completed before the expiry of the aforementioned one-year period. In view of these circumstances, the Board has
resolved to seek approval from the Company's shareholders, by way of special resolutions to be sought at the 2004 AGM
and the 2005 CSMs, to refresh for a further one-year period all relevant resolutions relating to the A Shares Issue in
the same structure and manner and in essentially identical terms as those considered and passed at the 2004 EGM and the
2004 CSMs.
The purpose of this circular is to provide the shareholders of the Company with further information in relation to the A
Shares Issue so as to enable the shareholders of the Company to vote on the resolutions to be sought at the 2004 AGM and
2005 CSMs. The recommendations of the Independent Board Committee to the Independent Shareholders are set out on pages
15 to 16 of this circular. A copy of the letter from DBS Asia containing its advice to the Independent Board Committee
and the Independent Shareholders is set out on pages 17 to 22 of this circular.
2. PROPOSED A SHARES ISSUE
2.1 Structure of the A Shares Issue
The proposed structure of the A Shares Issue is set out below:
(1) Type of securities RMB denominated ordinary shares of the Company.
to be issued:
(2) Number of A Shares Not more than 1,000,000,000 A Shares, the exact
to be issued: number of which shall be determined by the Board as
proposed to be authorised by the shareholders of the
Company at the 2004 AGM and the 2005 CSMs.
(3) Par value: RMB1.00 per A Share.
(4) Target subscribers: The A Shares will be issued in two tranches, namely, to (a)
CDGC and TJIC through the Private Placement Arrangements;
and (b) natural persons and institutional investors (except
those prohibited by PRC laws or regulations) within the PRC
through the Public Subscription Tranche, who are not
connected persons (as defined in the Listing Rules) of the
Company.
(i) Private Placement Arrangements
CDGC and TJIC, the existing holders of domestic shares of
the Company, intended to subscribe at the same issue price
as the A Shares to be issued under the Public Subscription
Tranche for not more than 301,704,761 and 92,358,600 A
Shares (based on the issue of 1,000,000,000 A Shares),
respectively, representing approximately 30.17% and 9.24%
of the total number of A Shares to be issued (based on the
issue of 1,000,000,000 A Shares), respectively.(Note) If
the total number of A Shares to be issued is less than
1,000,000,000, the number of A Shares to be placed to each
of CDGC and TJIC will be adjusted accordingly with
reference to the total number of A Shares to be issued.
Such A Shares will be issued in the form of state-owned
legal person shares which are provisionally prohibited from
listing. Hence, the A Shares to be subscribed by CDGC and
TJIC, respectively will not be listed and traded on the
Shanghai Stock Exchange for the time being.
The extension of the validity period for each of the
Private Placement Arrangements with CDGC and TJIC
constitutes connected transaction of the Company under the
Listing Rules, which is subject to the approval of the
Independent Shareholders at the 2004 AGM.
(ii) Public Subscription Tranche
The Company intends to issue not more than 605,936,639 A
Shares (based on the issue of 1,000,000,000 A Shares) to
natural persons and institutional investors (except those
prohibited by PRC laws or regulations) within the PRC.
Note:
Each of CDGC and TJIC issued a written commitment in favour of the Company that it will fully subscribe in cash, at the
same issue price as the A Shares to be issued under the Public Subscription Tranche, for a maximum of 301,704,761 A
Shares (in the case of CDGC) and 92,358,600 A Shares (in the case of TJIC)(both in the form of state-owned legal person
shares which are provisionally prohibited from listing).
(5) Issue price and pricing The issue price of the A Shares will be determined
process: in accordance with strict market principles based on the PRC
securities market condition at the time when the A Shares
Issue takes place. The final issue price as well as the
pricing mechanism will, as may be required under the relevant
PRC laws and regulations be subject to the approval of all
relevant PRC regulatory authorities including the CSRC.
(6) Use of proceeds: It is intended that not more than RMB6 billion will be raised
from the A Shares Issue and the proceeds therefrom are
intended to be used as follows:
(a) approximately RMB261 million to complete the Datang Shentou
power generation project;
(b) approximately RMB113 million to complete the Datang Liancheng
power generation project;
(c) approximately RMB321 million to complete the Datang Honghe
power generation project;
(d) approximately RMB854 million to complete the Datang Pengshui
hydropower generation project;
(e) approximately RMB547 million to complete phase III of the
Datang Tuoketuo power generation project;
(f) approximately RMB1,089 million to complete the Datang Chaozhou
power generation project;
(g) approximately RMB235 million to complete phase I of the Datang
Ningde power generation project; and
(h) approximately RMB506 million to complete phase I of the Datang
Wushashan power generation project.
The remaining balance of the proceeds from the A Shares Issue,
if any, will be used as working capital of the Company and for
the development of other power generation projects as approved
by the Board and the relevant PRC government authorities.
Further announcement will be made in compliance with the
Listing Rules as and when required.
To the extent that proceeds of the A Shares Issue are not
sufficient to fund the above projects, the Company will use
its internal resources, if necessary.
To the extent that the net proceeds from the A Shares Issue
are not immediately required for the above projects, the
Company may place such funds in deposits with banks. The Board
is authorised to make appropriate adjustments to the use of
proceeds from the A Shares Issue and to determine the final
plan for the use of proceeds as approved by the shareholders
of the Company in the 2004 EGM. In the event that any material
adjustments are to be made to the use of proceeds from the A
Shares Issue on the projects as stated above, the Company will
make an announcement as and when appropriate.
The A Shares Issue (including the proposed issue of A Shares under the Private Placement Arrangements which will not be
listed on the Shanghai Stock Exchange) shall be conducted in accordance with the requirements of the CSRC. It should be
noted that the A Shares Issue and the structure thereof, are subject to the approval and/or endorsement of the CSRC, and
that of the Shanghai Stock Exchange in respect of the listing and trading on the Shanghai Stock Exchange of such A
Shares to be issued under the Public Subscription Tranche.
2.2 Ancillary matters relating to the A Shares Issue
2.2.1 Sharing of undistributed profits
After completion of the A Shares Issue, the existing and new shareholders of the Company shall, subject to be approved
by the shareholders of the Company at the 2004 AGM and the 2005 CSMs, be entitled to mutual sharing of the
unappropriated accumulated profits of the Company when the A Shares Issue takes place.
2.2.2 Taking of necessary action by the Directors
The Directors shall, under circumstances that do not violate any PRC laws, regulatory requirements and the Articles of
Association and subject to the approval of the shareholders of the Company at the 2004 AGM and the 2005 CSMs, be
authorised to sign all documents and do all acts as are necessary to effect, for the purpose of or otherwise in
connection with the A Shares Issue.
2.2.3 Shareholders' approvals passed at the 2004 EGM and 2004 CSMs and refreshment of such approvals
The A Shares Issue was conditionally approved by way of special resolutions passed at the 2004 EGM and 2004 CSMs. These
resolutions were, in compliance with and as legally required under the relevant PRC laws, passed with effect for a
period of one year from the date of the 2004 EGM and the 2004 CSMs, expiring on 21 June 2005.
The Company had applied to the CSRC for the A Shares Issue and the CSRC indicated on 1 April 2005 its acceptance to
review such application. The A Shares Issue was, as at the Latest Practicable Date, not completed, and the Company will
endeavour to complete the A Shares Issue as soon as practicable. In the circumstances, the Board has, in compliance with
the relevant PRC laws and regulations, resolved to seek approval from the shareholders of the Company, by way of special
resolutions to be sought at the 2004 AGM and the 2005 CSMs, to approve the following:
(a) conditional on the passing of the resolution as set out in paragraph (b) below, to refresh the validity period of
all the special resolutions relating to the A Shares Issue and referred to in special resolution numbered one (save for
the Private Placement Arrangements) in the notices of the 2004 EGM and 2004 CSMs both dated 6 May 2004 in the same
structure and manner and in essentially identical terms as those considered and passed at the 2004 EGM and 2004 CSMs for
a further one year and the authorisation of the Board to make the final decision, do all acts and sign all such
agreements and/or documents as the Board deems necessary for completing the A Shares Issue (save for the Private
Placement Arrangements); and
(b) conditional on the passing of the resolution as set out in paragraph (a) above, to refresh the validity period of
the Private Placement Arrangements approved in the 2004 EGM and 2004 CSMs for a further one year and the authorisation
of the Board to make the final decision, do all acts and sign all such agreements and/or documents as the Board deems
necessary for completing the Private Placement Arrangements.
CDGC and TJIC and their respective associates, holding approximately 46.27% of the shares of the Company in aggregate,
will abstain from voting on the resolution set out in paragraph (b) above at the 2004 AGM.
2.3 Reasons for and benefits of the A Shares Issue
The Directors believe that with the proceeds raised from the A Shares Issue, the Company could further develop its
business in the development, construction and operation of power plants in the PRC. The A Shares Issue, will also
provide the Company with an alternative channel to raise further capital and will enhance its shareholders base and
enlarge the capital base of the Company. It will also enhance the profile of the Company in the PRC.
2.4 Effects of the A Shares Issue on the capital structure of the Company
Set out below is a summary of the changes in the shareholding percentage of the Company prior to and immediately upon
completion of the A Shares Issue based on the assumption that the entire 1,000,000,000 A Shares will be issued and the
Convertible Bond will be fully converted into 215,812,558 H Shares (based on the conversion price of HK$5.558 per H
Share) immediately upon completion of the A Shares Issue:
Shareholding Immediately upon Shareholding
Prior to the percentage (%) completion of the Percentage (%)
Type of shares A Shares Issue (approximate) A Shares Issue (approximate)
1. Unlisted domestic
shares:
CDGC 1,828,768,200 35.43 2,130,472,961(1) 33.40
BEIH 671,792,400 13.01 671,792,400 10.53
HCIC 671,792,400 13.01 671,792,400 10.53
TJIC 559,827,000 10.84 652,185,600(2) 10.22
2. Listed shares:
A Shares held by - - 605,936,639 9.50
public
H Shares held by 1,430,669,000 27.71 1,646,481,558(3) 25.81
public
Total 5,162,849,000 100.00 6,378,661,558 100.00
Notes:
(1) Include the 301,704,761 A Shares to be issued under the Private Placement Arrangements.
(2) Include the 92,358,600 A Shares to be issued under the Private Placement Arrangements.
(3) Include the 215,812,558 H Shares to be issued assuming full conversion of the Convertible Bond.
Set out below is a summary of the changes in the shareholding percentage of the Company prior to and immediately upon
completion of the A Shares Issue based on the assumption that the entire 1,000,000,000 A Shares will be issued and no
conversion of the Convertible Bond has taken place immediately upon completion of the A Shares Issue:
Shareholding Immediately upon Shareholding
Prior to the percentage (%) completion of the Percentage (%)
Type of shares A Shares Issue (approximate) A Shares Issue (approximate)
1. Unlisted domestic
shares:
CDGC 1,828,768,200 35.43 2,130,472,961(1) 34.57
BEIH 671,792,400 13.01 671,792,400 10.90
HCIC 671,792,400 13.01 671,792,400 10.90
TJIC 559,827,000 10.84 652,185,600(2) 10.58
2. Listed shares:
A Shares held by - - 605,936,639 9.83
public
H Shares held by 1,430,669,000 27.71 1,430,669,000(3) 23.21
public
Total 5,162,849,000 100.00 6,162,849,000 100.00
Notes:
(1) Include the 301,704,761 A Shares to be issued under the Private Placement Arrangements.
(2) Include the 92,358,600 A Shares to be issued under the Private Placement Arrangements.
(3) Assuming no conversion of the Convertible Bond has taken place.
3. GENERAL INFORMATION
3.1 The A Shares Issue and connected transactions
As at the Latest Practicable Date, each of CDGC and TJIC controlled, or was entitled to exercise control, approximately
35.43% and 10.84% of the voting rights in respect of the issued share capital of the Company, respectively. Each of them
is a substantial shareholder of the Company (as defined in the Listing Rules). By virtue of their respective
shareholding interests in the Company, each of the Private Placement Arrangements, if materialised, will constitute
connected transaction under Chapter 14A of the Listing Rules and is subject to the approval of the Independent
Shareholders in the 2004 AGM. In accordance with the Listing Rules, CDGC and TJIC, their respective associates and
parties acting in concert with them will abstain from voting in the resolution(s) regarding the extension of the
validity period of the Private Placement Arrangements for a further one year. In these circumstances, the Board has
appointed the Independent Board Committee to consider and advise the Independent Shareholders on, among other things,
the Private Placement Arrangements, and has appointed DBS Asia as the independent financial adviser to advise the
Independent Board Committee and the Independent Shareholders.
There is no assurance that the A Shares Issue will materialise or will proceed in such manner and in such terms as are
set out herein. Investors are therefore advised to exercise caution when dealing in the H Shares. Further details
regarding the A Shares Issue will, when the A Shares Issue materialises, be disclosed in newspapers in the PRC, and the
Company will then publish an announcement in newspapers in Hong Kong simultaneously in accordance with the Listing
Rules.
3.2 2004 AGM
The Board has resolved to convene the 2004 AGM on Tuesday, 21 June 2005 to approve, among other things, (i) the
Company's financial statements for the financial year ended 31 December 2004; (ii) the granting of the general mandate
to the Board to issue not more than 20% of the shares of the Company in issue as at the date of the passing of this
resolution; and (iii) special resolutions to refresh for a one-year period all relevant resolutions relating to the A
Shares Issue in the same structure and manner and in essentially identical terms as those considered and passed at the
2004 EGM. In respect of the special resolution regarding the Private Placement Arrangements, CDGC and TJIC and their
respective associates will abstain from voting and such resolution will be taken on poll pursuant to the Listing Rules.
A notice dated 5 May 2005 convening the 2004 AGM, together with the reply slip for attendance and proxy form, is being
despatched to the shareholders of the Company with the circular.
3.3 2005 CSMs and closure of the register of members
In accordance with Rule 19A.38 of the Listing Rules and the Articles of Association, for the purpose of approving the A
Share Issue, the 2005 H Shares Class Meeting and the 2005 Domestic Shares Class Meeting will be held, at which certain
resolutions will be proposed to consider and, if thought fit, approve, inter alia, the extension of the validity period
of A Shares Issue for a further one year commencing from the date of passing such resolution(s).
Shareholders whose names appear on the H Share register of members at the close of business on Friday, 20 May 2005 are
entitled to attend and vote at the 2004 AGM and the 2005 H Shares Class Meeting. The H Share register of members will be
closed from 21 May 2005 to 21 June 2005, both days inclusive, during which period no transfer of any H Share will be
registered. Holders of the H Shares intending to attend the 2004 AGM and the 2005 H Shares Class Meeting should lodge
their respective instrument(s) of transfer and the relevant share certificate(s) to the H share registrar of the
Company, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong, by 4:00 p.m. on Friday, 20 May 2005.
If you are eligible, and intend, to attend the 2004 AGM or the 2005 H Shares Class Meeting, please complete and return
the relevant reply slip for attendance in accordance with the instructions printed thereon as soon as possible and in
any event by Tuesday, 31 May 2005. Whether or not you will attend the 2004 AGM or the 2005 H Shares Class Meeting, you
are requested to complete and return the relevant proxy form in accordance with the instructions printed thereon.
Completion and returning the relevant proxy form will not preclude you from attending and voting in person at the 2004
AGM or the 2005 H Shares Class Meeting or any adjournment thereof should you so wish.
4. RECOMMENDATION
Your attention is drawn to the letter from the Independent Board Committee which is set out on pages 15 to 16 of this
circular. The text of a letter from DBS Asia, the independent financial adviser to the Independent Board Committee and
the Independent Shareholders, containing its advice in respect of the Private Placement Arrangements, is set out on
pages 17 to 22 of this circular.
The Independent Board Committee, having taken into account the advice of DBS Asia, consider that the terms of each of
the Private Placement Arrangements are fair and reasonable so far as the Company and its shareholders as a whole are
concerned. Accordingly, the Independent Board Committee recommends that the Independent Shareholders vote in favour of
the special resolution to refresh for a further one-year period regarding the issue of a maximum of 301,704,761 A Shares
to CDGC and a maximum of 92,358,600 A Shares to TJIC by the Company (i.e. the Private Placement Arrangements) at the
2004 AGM.
The Directors consider that the resolutions proposed to be passed at the 2004 AGM and the 2005 CSMs (including the A
Shares Issue) are in the interest of the Company. Accordingly, the Directors recommend the shareholders of the Company
to vote in favour of the resolutions to be proposed at the 2004 AGM and the 2005 CSMs.
5. ADDITIONAL INFORMATION
Your attention is drawn to the additional information (including the procedures for the shareholders of the Company to
demand for a poll) set out in the appendix to this circular.
Yours faithfully,
For and on behalf of the board of Directors of
Datang International Power Generation Company Limited
Zhai Ruoyu
Chairman
------------------------------------------------------------------------------------------------------------------------
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
------------------------------------------------------------------------------------------------------------------------
Datang International Power Generation Co., Ltd.
a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 991)
Legal address and head office:
No. 482 Guanganmennei Avenue
Xuanwu District Beijing, 100053
The People's Republic of China
25 May 2005
To the Independent Shareholders
Dear Sir or Madam,
We refer to the circular (the 'Circular') dated 25 May 2005 to the shareholders of the Company of which this letter
forms part. Unless the context requires otherwise, terms and expressions defined in the Circular shall have the same
meanings in this letter.
As mentioned in the Circular, the A Shares Issue was conditionally approved by way of special resolutions passed at the
2004 EGM and 2004 CSMs. These resolutions were, in compliance with and as legally required under the relevant PRC laws,
passed with effect for a period of one year from the date of the 2004 EGM and the 2004 CSMs, expiring on 21 June 2005.
The Company had applied to the CSRC for the A Shares Issue and the CSRC indicated on 1 April 2005 its acceptance to
review such application. The A Shares Issue is, as at the Latest Practicable Date, not completed. In the circumstances,
the Board has, in compliance with the relevant PRC laws and regulations, resolved to seek approval from the shareholders
of the Company, by way of special resolutions to be sought at the 2004 AGM and the 2005 CSMs, to refresh for a one-year
period all relevant resolutions relating to the A Shares Issue in the same structure and manner and in essentially
identical terms as those considered and passed at the 2004 EGM and 2004 CSMs, with, in respect of the relevant
resolution regarding the each of the Private Placement Agreements, CDGC and TJIC, their respective associates and
parties acting in concert with them abstaining from voting at the 2004 AGM.
As each of CDGC and TJIC is a substantial shareholder of the Company holding approximately 35.43% and 10.84%,
respectively of the entire issued share capital of the Company, the proposed refreshment of the validity period to issue
any of the A Shares (in the form of unlisted state-owned legal person shares) under the Private Placement Arrangements
to each of CDGC and TJIC for a further one year, if materialized, will constitute a connected transaction of the Company
under the Listing Rules.
We have been appointed to advise the Independent Shareholders, for the purpose of considering the special resolution to
be sought at the 2004 AGM to refresh for a one-year period the relevant resolution regarding the Private Placement
Agreements, in connection with terms regarding such proposed issue of A Shares by the Company to each of CDGC and TJIC,
details of all of which are set out in the letter from the Board contained in the Circular.
We wish to draw your attention to the letter of advice issued by DBS Asia which is set out on pages 17 to 22 of the
Circular. We have discussed that letter and the advice contained therein with DBS Asia.
Having considered, among other things, the factors and reasons considered by, and the advice of, DBS Asia, as stated in
the aforementioned letter, we are of the opinion that the terms regarding the proposed issue of A Shares by the Company
to each of CDGC and TJIC under the Private Placement Arrangements are fair and reasonable so far as the Company and its
shareholders as a whole are concerned. Accordingly, we recommend that the Independent Shareholders to vote in favour of
the special resolution to refresh for a one-year period regarding the issue of a maximum of 301,704,761 A Shares to CDGC
and a maximum of 92,358,600 A Shares to TJIC by the Company (i.e. the Private Placement Arrangements) at the 2004 AGM.
Yours faithfully,
XIE Songlin
XU Daping
LIU Chaoan
YU Changchun
XIA Qing
Independent Board Committee
------------------------------------------------------------------------------------------------------------------------
LETTER FROM DBS ASIA
------------------------------------------------------------------------------------------------------------------------
The following is the text of the letter of advice dated 25 May 2005 from DBS Asia to the Independent Board
Committee and the Independent Shareholders in respect of the terms of the proposed issue of A Shares by the Company to
each of CDGC and TJIC under the Private Placement Arrangements prepared for the purpose of incorporation into this
circular:
DBS
25 May 2005
To the Independent Board Committee and the Independent Shareholders of
Datang International Power Generation Company Limited
Dear Sirs,
CONNECTED TRANSACTIONS
PROPOSED ISSUE OF A SHARES UNDER THE PRIVATE
PLACEMENT ARRANGEMENTS
We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent
Shareholders in relation to the Private Placement Arrangements, details of which are contained in a circular (the
'Circular') issued by the Company to the shareholders dated 25 May 2005, of which this letter forms part. Expressions
used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.
As each of CDGC and TJIC is a substantial shareholder of the Company as at the Latest Practicable Date, the proposed
issue and allotment of A Shares to CDGC and TJIC under the Private Placement Arrangements, if materialised, constitute
connected transactions of the Company under the Listing Rules. Our scope of work under this engagement is to assess the
fairness and reasonableness of the terms of such connected transactions insofar as the Independent Shareholders are
concerned and to provide our advice to the Independent Board Committee and the Independent Shareholders as to whether or
not the proposed issue and allotment of A Shares to CDGC and TJIC under the Private Placement Arrangements is fair and
reasonable and in the interest of the Company and its shareholders as a whole. It is not within our scope of work to
opine on any other aspects of the A Shares Issue or the A Shares Issue as a whole.
In arriving at our opinion and recommendations, we have relied on the statements, information and facts supplied, and
representations made to us, by the Directors, and advisers and representatives of the Company (including those contained
or referred to in the Circular). We have also relied on the assumptions described in the Circular being materialised in
deriving our opinions and recommendations. We have assumed that the statements, information, facts and representations
contained or referred to in the Circular were true, complete and accurate in all respects at the time they were made and
given and continue to be so in all respects at the date of the despatch of the Circular. We have also assumed that all
statements of beliefs, opinions, assumptions and intentions made by the Directors in the Circular were reasonably made
after due and careful enquiry and were based on honestly-held opinions. We have no reason to doubt the truth, accuracy
and completeness of the information and representations provided to us by the Directors. We have relied on certain
information available to the public and have assumed such information to be accurate and reliable, and we have not
independently verified the accuracy of such information. We have also been advised by the Directors and believe that no
material facts have been omitted from the information and representations provided in and referred to in the Circular.
We consider that we have been provided and have reviewed sufficient information to reach an informed view, to justify
reliance on the accuracy of the information and representations contained in the Circular and to provide a reasonable
basis for our opinion and recommendations. We have no reason to suspect that any relevant information has been withheld,
nor are we aware of any facts or circumstances which would render the information provided and the representations made
to us to be untrue, inaccurate, or misleading. We have not, however, conducted an independent verification of the
information provided to us by the Directors nor have we conducted any form of in-depth investigation into the businesses
and affairs or the prospects of the Company or any of its respective subsidiaries or associates or any related
transactions referred to in the Circular.
Principal factors and reasons considered
In arriving at our opinion with regard to the terms of the proposed issue of A Shares to each of CDGC and TJIC under the
Private Placement Arrangements, we have considered the principal factors and reasons set out below.
Background and principal terms
The Company and its subsidiaries are engaged in the development and operation of power plants, the sale of electricity
and thermal power, and the repair and maintenance of power equipment and power-related technical services. We note in
the Company's annual report for the financial year ended 31 December 2004 that, in 2005, the Company aims to increase
production and revenue and achieve better economic effectiveness by focusing on a number of strategies. Two of the
Company's strategies are to 'actively pursue business expansion, continue pre-construction works and identify as well as
create development opportunities' and 'actively identify different financing channels that would lower the Company's
capital costs and appropriately rationalize its capital structure to prepare for future financing requirements arising
from the Company's rapid business expansion'.
The A Shares Issue was conditionally approved by way of special resolutions at the 2004 EGM and the 2004 CSMs (the
'Previously Approved A Shares Issue'). These resolutions were, in compliance with and as legally required under the
relevant PRC laws, passed with effect for a period of one year from the date of the 2004 EGM and the 2004 CSMs, each
expiring on 21 June 2005.
As mentioned in the letter from the Board contained in the Circular, the Previously Approved A Shares Issue was, as at
the Latest Practicable Date, not completed. The Company anticipates that the A Shares Issue cannot be completed before
the expiry of the aforementioned one-year period. In view of these circumstances, the Board has resolved to seek
approval from the Company's shareholders, by way of special resolutions to be sought at the 2004 AGM and the 2005 CSMs,
to refresh for a further one-year period all relevant resolutions relating to the Previously Approved A Shares Issue in
the same structure and manner and in essentially identical terms as those considered and passed at the 2004 EGM and the
2004 CSMs.
As stated in the announcement of the Company dated 4 May 2005, the Company had applied to the CSRC in connection with
the A Shares Issue and the CSRC indicated on 1 April 2005 its acceptance to review such application. The A Shares Issue
of not more than 1,000,000,000 A Shares will involve (i) the issue of a maximum of 301,704,761 A Shares and 92,358,600 A
Shares (both in the form of state-owned legal person shares which are provisionally prohibited from listing) to CDGC and
TJIC, respectively at the same issue price as the A Shares to be issued under the Public Subscription Tranche; and (ii)
the issue of a maximum of 605,936,639 A Shares to natural persons and institutional investors (except those prohibited
by PRC laws or regulations) within the PRC. The A Shares to be issued under the Public Subscription Tranche are proposed
to be listed on the Shanghai Stock Exchange. Further details regarding the structure and other aspects of the A Shares
Issue are contained in the letter from the Board contained in the Circular.
In connection with the Private Placement Arrangements, each of CDGC and TJIC issued a written commitment in favour of
the Company that CDGC and TJIC will fully subscribe in cash, at the same issue price as the A Shares to be issued under
the Public Subscription Tranche, for a maximum of 301,704,761 A Shares and 92,358,600 A Shares, respectively (both in
the form of state-owned legal person shares which are provisionally prohibited from listing) to be allocated to it under
the Private Placement Arrangements. Such A Shares to be subscribed by CDGC and TJIC respectively pursuant to the Private
Placement Arrangements will not be listed and traded on the Shanghai Stock Exchange for the time being. The numbers of A
Shares to be placed to each of CDGC and TJIC will be adjusted accordingly with reference to the total number of A Shares
to be issued.
We note that, as at the Latest Practicable Date, each of CDGC and TJIC controlled, or was entitled to exercise control,
approximately 35.43% and 10.84% of the voting rights in respect of the issued share capital of the Company,
respectively. Each of them is a substantial shareholder of the Company (as defined in the Listing Rules). By virtue of
their respective shareholding interests in the Company, each of the Private Placement Arrangements, if materialised,
will constitute connected transaction under Chapter 14A of the Listing Rules and is subject to the approval of the
Independent Shareholders in the 2004 AGM. In accordance with the Listing Rules, CDGC and TJIC, their respective
associates and parties acting in concert with them will abstain from voting in the resolution(s) regarding the extension
of the validity period of the Private Placement Arrangements for a further one year.
Reasons for the A Shares Issue
As stated in the letter from the Board, the Directors believe that with the proceeds raised from the A Shares Issue, the
Company could further develop its business in the development, construction and operation of power plants in the PRC.
The Company's proposal regarding its intended use of net proceeds to be raised from the A Shares Issue of not more than
RMB6 billion was, by reference to the expected financing requirements of the relevant power generation projects,
adjusted and revised as follows:
(a) approximately RMB261 million to complete the Datang Shentou power generation project;
(b) approximately RMB113 million to complete the Datang Liancheng power generation project;
(c) approximately RMB321 million to complete the Datang Honghe power generation project;
(d) approximately RMB854 million to complete the Datang Pengshui hydropower generation project;
(e) approximately RMB547 million to complete phase III of the Datang Tuoketuo power generation project;
(f) approximately RMB1,089 million to complete the Datang Chaozhou power generation project;
(g) approximately RMB235 million to complete phase I of the Datang Ningde power generation project; and
(h) approximately RMB506 million to complete phase I of the Datang Wushashan power generation project.
The remaining balance of the proceeds from the A Shares Issue, if any, will be used as working capital of the Company
and for the development of other power generation projects as approved by the Board and the relevant PRC government
authorities.
We were advised by the Company that the Company may adjust its proposal regarding its intended use of net proceeds to be
raised from the A Shares Issue and it is possible that more power generation projects will be undertaken in addition to
the ones described above. In addition, we note that the final number of A Shares to be issued may be less than 1 billion
A Shares depending on the market condition and business needs of the Company when the A Shares Issue is approved by the
relevant PRC regulatory authorities.
To the extent that the net proceeds from the A Shares Issue are not immediately required for the above projects, the
Company may place such funds in deposits with banks. The Board is authorised to make appropriate adjustments to the use
of proceeds from the A Shares Issue and to determine the final plan for the use of proceeds as approved by the
shareholders of the Company in the 2004 EGM.
The Company advised us that the Directors believe demand for electricity in the PRC will continue to be strong in the
forthcoming years and it has undertaken detailed feasibility and return studies for each of the projects. We note that
the Company intends to utilise the net proceeds from the A Shares Issue towards its core business of power generation.
Taking into account the intended use of proceeds and the funding requirements of the Company, we concur with the view of
the Directors that the A Shares Issue is in the interests of the Company.
The A Shares Issue will provide the Company with an alternative channel to raise further capital and will enhance its
shareholder base and enlarge the capital base of the Company. It will also enhance the profile of the Company in the PRC
since the A Shares will be sold to natural persons and institutional investors in the PRC.
The Directors indicated that they have considered various fund raising alternatives (including issue of convertible
bonds and placing of H Shares) and have concluded that the A Shares Issue is appropriate for the Company at this stage
having considered the facts that preparation work for the A Shares Issue has been undertaken for an extended period of
time and that the A Shares Issue could raise the profile of the Company in the PRC. We consider such view of the
Directors to be reasonably based.
Regulatory requirements for holding of the A Shares
According to the current PRC laws and regulations, unless specifically approved, A Shares can only be subscribed by
natural persons and institutional investors in the PRC. Accordingly, while the proposed issue of A Shares to CDGC and
TJIC under the Private Placement Arrangements constitute connected transactions of the Company under the Listing Rules,
the Company is effectively not allowed to extend similar private placement arrangements to the holders of H Shares due
to the restrictions of the relevant PRC laws and regulations for A Shares.
Shareholding and dilution effect of the A Shares Issue
Assuming that a total of 1,000,000,000 A Shares are issued under the A Shares Issue, of which a total of 301,704,761 A
Shares and 92,358,600 A Shares (in the form of unlisted state-owned legal person shares) are allocated and issued to
CDGC and TJIC respectively (without considering any conversion of the Convertible Bond), the approximate shareholding
percentage of CDGC and TJIC in the Company will be diluted from 35.43% and 10.84% respectively immediately before
completion of the A Shares Issue to 34.57% and 10.58% respectively immediately upon completion of the A Shares Issue.
The aggregate shareholding of the Independent Shareholders (excluding the holders of the A Shares pursuant to the A
Shares Issue) will decrease from approximately 53.73% immediately before completion of the A Shares Issue to
approximately 45.01% immediately upon completion of the A Shares Issue. The aggregate shareholding of H Shares will be
diluted from approximately 27.71% immediately before completion of the A Shares Issue to approximately 23.21%
immediately upon completion of the A Shares Issue. The aggregate amount of H Shares and such A Shares to be issued and
held by the public following completion of the A Shares Issue will represent approximately 33.04% of the then total
enlarged issued share capital of the Company.
We note that following completion of the A Shares Issue, CDGC will continue to be the controlling shareholder of the
Company and that each of BEIH, HCIC and TJIC will continue to be a substantial shareholder of the Company. The Directors
consider that such arrangement is conducive to the maintenance of a close relationship between the Company and each of
CDGC, BEIH, HCIC and TJIC which is instrumental to the future continuing performance of the Company. Given the
importance of communications with governmental authorities in the industry sector that the Company is operating in and
the fact that CDGC, BEIH, HCIC and TJIC are among the key state-owned companies operating in such industry in the PRC,
we concur with such view of the Directors.
We also note, given the fact that the Independent Shareholders (except for BEIH and HCIC) are effectively not legally
allowed to subscribe or hold any A Shares to be issued under the A Shares Issue, the individual shareholding levels of
each shareholder of the Company (excluding CDGC and TJIC) shall be diluted due to the issue of A Shares under the A
Shares Issue as a whole rather than as a result of the proposed issue of A Shares to each of CDGC and TJIC under the
Private Placement Arrangements.
Having considered (a) the Company's proposal regarding its intended use of net proceeds, and (b) the potential valuation
of the Company in the A Share market, we are of the view that the potential shareholding dilution effect is considered
to be acceptable so far as the Independent Shareholders are concerned.
Pricing of the A Shares Issue under the Private Placement Arrangements
The A Shares Issue (including the proposed issue of A Shares to each of CDGC and TJIC), as stated in the letter from the
Board contained in the Circular, shall be conducted in accordance with the requirements of the CSRC and is subject to,
among other things, the approval and/or endorsement of the CSRC. The issue price as well as the pricing mechanism for
the A Shares Issue will, as may be required under the relevant PRC laws and regulations, be subject to the approval of
all relevant PRC regulatory authorities including the CSRC, and be determined in accordance with strict market
principles based on the PRC securities market condition at the time when the A Shares Issue takes place.
We note that the issue of A Shares to each of CDGC and TJIC will be at the same issue price as the issue price
for the A Shares to be issued under the Public Subscription Tranche. We consider the basis for determining the issue
price for the A Shares to be issued to each of CDGC and TJIC to be in line with market practice and reasonable so far as
the Independent Shareholders are concerned. We also note that there were precedents whereby new A shares were proposed
to be issued to the existing state-owned shareholders of a H Share listed company on the Hong Kong Stock Exchange.
Opinion
Having considered all of the principal analyses, factors and reasons discussed above, we are of the opinion that the
terms of the proposed issue of A Shares by the Company to each of CDGC and TJIC under the A Shares Issue are fair and
reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and its
shareholders as a whole. Accordingly, we would recommend the Independent Shareholders to vote at the 2004 AGM in favour
of the resolution to refresh for a one-year period the relevant resolution regarding the issue of a maximum of
301,704,761 A Shares and 92,358,600 A Shares to CDGC and TJIC respectively under the A Shares Issue.
Yours faithfully,
For and on behalf of
DBS ASIA CAPITAL LIMITED
Kelvin S.K. Lau
Managing Director
------------------------------------------------------------------------------------------------------------------------
APPENDIX GENERAL INFORMATION
------------------------------------------------------------------------------------------------------------------------
1. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with
regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the
information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other facts not contained in this circular, the omission of which would make any
statement herein misleading.
2. DISCLOSURE OF INTERESTS
(a) Directors and supervisors of the Company
As at the Latest Practicable Date, none of the Directors, chief executive officer or supervisors of the Company had any
interest or short position in the shares, underlying shares and/or debentures (as the case may be) of the Company or any
of its associated corporations (within the meaning of Part XV of the SFO) which was required to be notified to the
Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest and
short position which any such Director, chief executive or supervisor is taken or deemed to have under such provisions
of the SFO) or which was required to be entered in the register required to be kept by the Company pursuant to Section
352 of the SFO or which was otherwise required to be notified to the Company and the Hong Kong Stock Exchange pursuant
to the Model Code for Securities Transactions by Directors of Listed Companies as contained in Appendix 10 to the
Listing Rules.
(b) Substantial shareholders
As at the Latest Practicable Date, so far as the Directors are aware, each of the following persons, not being a
Director, chief executive or supervisor of the Company, had an interest in the Company's shares which falls to be
disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the
SFO:
Percentage to Percentage to
total issued total issued Percentage to
share capital of domestic shares total issued
Name of Shareholder Class of share No. of shares held the Company (%) of the Company (%) H Shares (%)
CDGC (Note 1) Domestic 1,828,768,200(L) 35.43 49 -
BEIH (Note 2) Domestic 671,792,400(L) 13.01 18 -
HCIC (Note 3) Domestic 671,792,400(L) 13.01 18 -
TJIC (Note 4) Domestic 559,827,000(L) 10.84 15 -
J.P.Morgan Chase & Co. H Shares 142,443,044(L) 2.76 - 9.96(L)
104,002,871(P) 2.01 7.27(P)
Alliance Capital H Shares 143,610,071(L) 2.78 - 10.04(L)
Management L.P.
UBS AG H Shares 141,801,587(L) 2.75 - 9.91(L)
71,919,424(S) 1.39 5.03(S)
Percentage to Percentage to
total issued total issued Percentage to
share capital of domestic shares total issued
Name of Shareholder Class of share No. of shares held the Company (%) of the Company (%) H Shares (%)
Schroder Investment H Shares 75,470,000(L) 1.46 - 5.28(L)
Management (S'pore)
Limited
Sumitomo Life Insurance H Shares 85,058,000(L) 1.65 - 5.95(L)
Company
Templeton Asset H Shares 84,472,320(L) 1.64 - 5.90(L)
Management Limited
Deutsche Bank H Shares 72,756,563(L) 1.41 - 5.09(L)
Aktiengesellschaft 66,268,462(S) 1.28 4.63(S)
(L) means long position (S) means short position (P) means lending pool
Notes:
(1) Each of Mr. Zhai Ruoyu, Mr. Hu Shengmu and Mr. Kou Bingen, all non-executive Director, is an employee of CDGC.
(2) Each of Mr. Liu Haixia and Ms. Guan Tiangang, both non-executive Director, is an employee of BEIH.
(3) Each of Mr. Su Tiegang and Mr. Ye Yonghui, both non-executive Director, is an employee of HCIC.
(4) Mr. Tong Yunshang, a non-executive Director, is an employee of TJIC.
Save as disclosed above and so far as the Directors are aware, as at the Latest Practicable Date, no other person had an
interest or short position in the Company's shares or underlying shares (as the case may be) which would fall to be
disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the
SFO.
(c) Other Directors' and Company's supervisors' interests
As at the Latest Practicable Date, none of the Directors, the Company's supervisors had any interest, direct or
indirect, in any assets which had, since 31 December 2004, being the date to which the latest published audited accounts
of the Company were made up to, been acquired or disposed of by or leased to any member of the Group or were proposed to
be acquired or disposed of by or leased to any member of the Group.
As at the Latest Practicable Date, none of the Directors or the Company's supervisors was materially interested in any
contract or arrangement subsisting as at the date of this circular which is significant to the business of the Group.
As at the Latest Practicable Date, none of the Directors, proposed directors (if any) or supervisors of the Company had
any existing or proposed service contract with any member of the Group, other than contracts expiring or determinable
within one year without payment of compensation (other than statutory compensation).
As at the Latest Practicable Date, none of the Directors has any interests in the business which is considered to
compete or is likely to compete, either directly or indirectly, with the business of the Group.
3. PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS OF THE COMPANY
Pursuant to the Articles of Association, a general voting shall be made at the shareholders' meeting by a show of hands.
However, (i) the chairman of the meeting; or (ii) at least two shareholders of the Company present in person or by proxy
entitled to vote at the meeting; or (iii) one or more shareholders of the Company present in person or by proxy
representing 10% or more of the total voting rights of all the shareholders of the Company, shall have the right to
request for a voting by poll before or after a voting by show of hands. A person who has made a request for voting by
poll can withdraw such demand.
4. QUALIFICATIONS OF EXPERT AND CONSENT
The following is the qualification of the expert who has been named in this circular or has given opinion or advice
contained in this circular:
Name Qualification
DBS Asia Capital Limited Deemed licensed corporation to carry out types 1, 4 and
6 of the regulated activities under the SFO
DBS Asia has given and has not withdrawn its written consent to the issue of this circular, with the inclusion herein of
its report, letter and/or certificate (as the case may be) and references to its name, in the form and context in which
it appears.
As at the Latest Practicable Date, DBS Asia did not have any interest in the securities of the Company or any
shareholding in its subsidiaries or had the right (whether legally enforceable or not) to subscribe for or to nominate
persons to subscribe for securities in the Company or its subsidiaries.
As at the Latest Practicable Date, DBS Asia did not have any interest, direct or indirect, in any assets which had,
since 31 December 2004, being the date to which the latest published audited accounts of the Company were made up to,
been acquired or disposed of by or leased to the Company or its subsidiaries or were proposed to be acquired or disposed
of by or leased to the Company or its subsidiaries.
5. NO MATERIAL ADVERSE CHANGE
The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31
December 2004, being the date to which the latest published audited accounts of the Group were made up to.
6. LITIGATION
None of the members of the Company and its subsidiaries was at present engaged in any litigation or arbitration of
material importance and there was no litigation or claim of material importance known to the Directors to be pending or
threatened by or against any member of the Company and its subsidiaries as at the Latest Practicable Date.
7. INFORMATION RELATING TO THE Group
The Group is principally engaged in the development and operation of power plants, the sale of electricity and thermal
power, and the repair and maintenance of power equipment and power related technical services.
8. GENERAL
(a) The legal address and head office of the Company is situated at No. 482 Guanganmennei Avenue, Xuanwu District,
Beijing, the PRC.
(b) The Hong Kong share registrar and transfer office of the Company is Computershare Hong Kong Investor Services
Limited of 46/F, Hopewell Centre, 183 Queen's Road East, Hong Kong.
(c) The secretary of the Company is Mr. Yang Hongming, who is a senior economist and graduated from North China Power
College.
(d) The English text of this circular shall prevail over the Chinese text.
9. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection at the office of Simmons & Simmons at 35th Floor,
Cheung Kong Center, 2 Queen's Road Central, Hong Kong during normal business hours from the date of this circular to and
including 20 June 2005:
(a) the letter from the Independent Board Committee, the text of which is set out in this circular;
(b) the letter from DBS Asia, the text of which is set out in this circular; and
(c) the written consent referred to under the paragraph headed 'Qualifications of Expert and Consent' in this
appendix.
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Notice of Annual General Meeting
------------------------------------------------------------------------------------------------------------------------
Datang International Power Generation Co., Ltd.
a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 991)
NOTICE IS HEREBY GIVEN that the annual general meeting of Datang International Power Generation Co., Ltd. (the
'Company') for the year 2004 (the '2004 AGM') will be held at the Company's Conference Room No. 804, No. 482,
Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China at 9:00 a.m. on 21 June 2005 for the
purposes of considering and, if thought fit, passing the following resolutions:
A. Ordinary Resolutions:
1. to consider and approve the report of the board of directors of the Company for the year 2004;
2. to consider and approve the report of the supervisory committee of the Company for the year 2004;
3. to consider and approve the audited financial statement of the Company for the year 2004;
4. to consider and approve the budget of the Company for the year 2005;
5. to consider and approve the profit distribution plan of the Company for the year 2004;
6. to consider and approve the proposed re-appointment of PricewaterhouseCoopers Zhong Tian Certified
Public Accountants Company Limited and PricewaterhouseCoopers as the Company's domestic and
international auditors respectively and to authorise the board of directors of the Company to fix their
remunerations;
7. to consider and approve the investment plans of the Company;
8. to consider and approve the remuneration scheme for the directors and supervisors of the Company;
9. to consider and approve any proposals by way of ordinary resolution put forward by shareholder(s)
holding 5% or more of the total number of shares of the Company with voting rights.
B. Special Resolutions:
1. to consider and approve the proposal of amending the articles of association of the Company (note 1);
2. to consider and approve the proposed granting of an unconditional general mandate to the board of
directors of the Company (the 'Board') to issue, allot and deal with any additional new shares of up to
20% of the total number of shares in issue (note 2);
3(a) conditional on the passing of the special resolution numbered 3(b) below, to consider and approve the
proposed refreshment of the validity period of all relevant resolutions relating to the A Shares Issue
(as defined below) and referred to in special resolution numbered one in the notices of the 2004 EGM
(as defined below) and 2004 CSMs (as defined below) dated 6 May 2004 (save for the Private Placement
Arrangements (as defined below)) in the same structure and manner and in essentially identical terms as
those considered and passed at the extraordinary general meeting ('2004 EGM') and the class
shareholders meeting of the Company for each of the holders of H shares and holders of domestic shares
of the Company ('2004 CSMs') held on 22 June 2004 for a further one year commencing from the date of
the passing of this special resolution and the authorisation of the Board to make the final decision,
do all acts and sign all such agreements and/or documents as the Board deems necessary for completing
the A Shares Issue (save for the Private Placement Arrangements) (note 3);
(b) conditional on the passing of the special resolution numbered 3(a) above, to consider and approve the
proposed refreshment of the validity period of the Private Placement Arrangements (as defined below)
approved at the 2004 EGM and 2004 CSMs for a further one year commencing from the date of the passing
of this special resolution and the authorisation of the Board to make the final decision, do all acts
and sign all such agreements and/or documents as the Board deems necessary for completing the Private
Placement Arrangements (note 3).
4. to consider and approve any proposal by way of special resolution put forward by shareholder(s) holding
5% or more of the total number of shares of the Company with voting rights (if any).
By order of the Board
Yang Hongming
Company Secretary
Beijing, the People's Republic of China, 5 May 2005
Notes:
1. Amendments to the articles of association of the Company ('Articles of Association').
A new paragraph to be inserted after the end of article 1 of the original Articles of Association as follows:
'Pursuant to the Notice of Related Matters Concerning the Merger and Reorganisation of Beijing International
Power Development and Investment Company and Beijing Integrated Investment Company 'Chinese Charactors'
(Document Jing Guo Zi Gai Fa Zi No. 2004 45) issued by State-Owned Assets Supervision and Administration
Commission of Beijing Municipal Government 'Chinese Charactors', Beijing Energy Investment Holding Company
Limited 'Chinese Charactors' ('Beijing Investment Company') was established by way of the merger and
reorganisation of Beijing International Power Development and Investment Company 'Chinese Charactors' and
Beijing Integrated Investment Company 'Chinese Charactors'. The 13.01% stake in the Company held by the
original Beijing International Power Development and Investment Company was transferred to Beijing Investment
Company.'
2. An unconditional general mandate to be granted to the Board to issue new shares of the Company of up to 20% of
the total number of shares of the Company in issue is proposed as follows:
(a) subject to paragraph (c) below, the exercise by the Board during the Relevant Period (as defined below) of all
the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant
offers, agreements and options which might require the exercise of such powers be hereby generally and
unconditionally approved;
(b) the approval in paragraph (a) shall authorise the Board during the Relevant Period to make or grant offers,
agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the amount of additional domestic shares or overseas-listed foreign invested shares ('H Shares') (as the case
may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and
dealt with either separately or concurrently by the Board pursuant to the approval in paragraph (a), otherwise
than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement
providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares in
accordance with the Articles of Association or otherwise, shall not exceed 20% of each of the Company's existing
domestic shares and H Shares (as the case may be) in issue at the date of passing this special resolution; and
(d) for the purpose of this special resolution:
'Relevant Period' means the period from the passing of this special resolution until the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the 12 months period following the passing of this special resolution; and
(iii) the revocation or variation of the authority given to the Board under this special resolution by a
resolution of the Company's shareholders in general meetings.
'Rights Issue' means an offer of shares open for a period fixed by the Board to holders of shares of the Company
on the register of members on a fixed record date in proportion of their then holdings of such shares (subject
to such exclusion or other arrangements as the Board may deem necessary or expedient in relation to fractional
entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the
requirement of, any recognised regulatory body or any stock exchange in any territory applicable to the Company)
and an offer, allotment or issue of shares by way of rights shall be construed accordingly.'
3. At the 2004 EGM and the 2004 CSMs, the resolutions in relation to the Company's application for the issue of not
more than 1,000,000,000 Renminbi ('RMB') denominated ordinary shares of RMB1.00 each ('A Shares'), comprising a
private placing of not more than 301,704,761 A Shares and 92,358,600 A Shares to China Datang Corporation and
Tianjin Jinneng Investment Company (the 'Private Placement Arrangements') and a public offer of not more than
605,936,639 A Shares to natural persons and institutional investors within the PRC (except those prohibited by
PRC laws and regulations) (the 'Public Subscription Tranche')(collectively, the 'A Shares Issue') were
considered and approved. The Board was authorised to make all decisions in relation to the A Shares Issue which
was valid for one year from the date of the 2004 EGM and the 2004 CSMs, expiring on 21 June 2005. As at the date
hereof, the A Shares Issue is not completed. The Board resolved to seek approval from the shareholders of the
Company to refresh the validity period of the A Shares Issue and the authorisation of the Board to do all act as
the Board sees fit for a further period of one year.
4. Other Matters
(1) Holders of H Shares should note that, pursuant to the Articles of Association, no transfer of H Shares will be
registered from 21 May 2005 to 21 June 2005, both dates inclusive. Holder of H shares whose names are registered
in the register of members at the close of business on 20 May 2005 are entitled to attend and vote at the 2004
AGM.
(2) Any shareholder of the Company entitled to attend and vote at the 2004 AGM 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) If more than one proxy are appointed to attend the meeting, the voting rights can only be exercised by way of
poll.
(4) If the proxy form of a holder of H Shares is signed by any person other than the shareholder of the Company, the
power of attorney or other authority should be notarially certified. To be valid, notarially certified copy of
the power of attorney or other authority, together with the proxy form, must be deposited at the Company's H
share registrar, Computershare Hong Kong Investor Services Limited of 46/F, Hopewell Centre, 183 Queen's Road
East, Wanchai, Hong Kong not less than 24 hours before the holding of the 2004 AGM.
(5) If the proxy form of a holder of domestic shares of the Company is signed by any person other than the
shareholder of the Company, the power of attorney or other authority should be notarially certified. To be
valid, notarially certified copy of the power of attorney or other authority, together with the proxy form, must
be deposited at the Company at 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the People's
Republic of China. Postcode: 100053, not less than 24 hours before the holding of the 2004 AGM.
(6) Shareholders of the Company who intend to attend the 2004 AGM are required to send the Notice of Attendance to
the registered address of the Company by hand, post, cable or fax on or before 31 May 2005. Completion and
return of the Notice of Attendance will not affect the right of shareholders of the Company to attend the 2004
AGM.
(7) The 2004 AGM is expected to last for half a day. Shareholders of the Company or their proxies (if any) attending
the 2004 AGM shall be responsible for their own travel and accommodation expenses.
Registered Address of the Company:
8/F, No. 482, Guanganmennei Avenue,
Xuanwu District, Beijing,
The People's Republic of China
Postcode: 100053
Tel: (8610) 83581905 Fax: (8610) 83977083 or (8610) 83581907
------------------------------------------------------------------------------------------------------------------------
NOTICE OF H SHARES CLASS MEETING
------------------------------------------------------------------------------------------------------------------------
Datang International Power Generation Co., Ltd.
a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 991)
NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ('RMB') denominated ordinary shares of RMB1.00
each in the registered capital of Datang International Power Generation Co., Ltd. (the 'Company') which are subscribed
for and traded in Hong Kong dollars ('H Shares') will be held on 21 June 2005 at 11:00 a.m. (or immediately after the
2004 annual general meeting of the Company (the '2004 AGM') to be held on the same date and at the same place) at
Conference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China (the
'PRC') (the 'H Shares Class Meeting') to consider and, if thought fit, to pass the following resolution:
THAT the validity period of all relevant resolutions relating to the A Shares Issue (as defined below) and referred to
in special resolution numbered one in the notices of the 2004 EGM (as defined below) and 2004 CSMs (as defined below)
dated 6 May 2004 in the same structure and manner and in essentially identical terms as those considered and passed at
the extraordinary general meeting ('2004 EGM') and the class shareholders meeting of the Company for each of the holders
of H Shares and holders of domestic shares of the Company ('2004 CSMs') held on 22 June 2004 and the authorisation of
the board of directors of the Company (the 'Board') to make the final decision, do all acts and sign all such agreements
and/or documents as the Board deems necessary for completing the A Shares Issue be extended for a further one year
commencing from the date of the passing of this special resolution be and is hereby considered and approved. (note 1)
By order of the Board
Yang Hongming
Company Secretary
Beijing, the People's Republic of China, 5 May 2005
Notes:
1. At the 2004 EGM and the 2004 CSMs, the resolutions in relation to the Company's application for the issue of not
more than 1,000,000,000 RMB denominated ordinary shares of RMB1.00 each ('A Shares'), comprising a private
placing of not more than 301,704,761 A Shares and 92,358,600 A Shares to China Datang Corporation and Tianjin
Jinneng Investment Company, respectively and a public offer of not more than 605,936,639 A Shares to natural
persons and institutional investors within the PRC (except those prohibited by PRC laws and regulations) (the 'A
Shares Issue') were considered and approved. The Board was authorised to make all decisions in relation to the A
Shares Issue which was valid for one year from the date of the 2004 EGM and the 2004 CSMs, expiring on 21 June
2005. As at the date hereof, the A Shares Issue is not completed. The Board resolved to seek approval from the
shareholders of the Company to refresh the validity period of the A Shares Issue and the authorisation of the
Board to do all act as it sees fit for a further period of one year.
2. Other matters
(1) Holders of H Shares are reminded that pursuant to the articles of association of the Company, the register
of members of the Company will be closed from 21 May 2005 to 21 June 2005, both dates inclusive, during
which period no transfer of any H Shares will be registered. Holders of H Shares, whose names appear on the
register of members of the Company at the close of business on 20 May 2005 are entitled to attend and vote
at the H Shares Class Meeting.
(2) Every shareholder of the Company entitled to attend and vote at the H Shares Class 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) A proxy of a holder of H Shares may vote by hand or vote on a poll, but a holder of H Shares who has
appointed more than one proxy may only vote on a poll.
(4) To be valid, holders of H Shares must deliver the proxy form and, if such proxy is signed by a person on
behalf of his appointer pursuant to a power of attorney or other authority, the power of attorney or other
authority under which it is signed or a certified copy of that power or authority (such certification to be
made by a notary) to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited of
46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the time
scheduled for holding the H Shares Class Meeting.
(5) Shareholders of the Company who wish to attend the H Shares Class Meeting are required to return the notice
of attendance to the Company's registered address at 8/F, No. 482, Guanganmennei Avenue, Xuanwu District,
Beijing, the PRC. Postcode : 100053. Tel : (8610) 8358 1905, Fax : (8610) 8397 7083 or (8610) 8358 1907, on
or before 31 May 2005 (3 weeks before the date of the H Shares Class Meeting). Completion and return of the
proxy form and notice of attendance will not preclude a holder of H Shares from attending and voting at the
H Shares Class Meeting in person.
(6) The H Shares Class Meeting is expected to last for about half an hour. Holders of H Shares and their proxies
attending the H Shares Class Meeting shall be responsible for their own travel and accommodation expenses.
------------------------------------------------------------------------------------------------------------------------
NOTICE OF DOMESTIC SHARES CLASS MEETING
------------------------------------------------------------------------------------------------------------------------
Datang International Power Generation Co., Ltd.
a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 991)
NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ('RMB') denominated ordinary shares of RMB1.00
each in the registered capital of Datang International Power Generation Co., Ltd. (the 'Company') ('Domestic Shares')
will be held on 21 June 2005 at 11:30 a.m. (or immediately after the H shares class meeting of the Company to be held on
the same date and at the same place) at Conference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu District,
Beijing, the People's Republic of China (the 'PRC') (the 'Domestic Shares Class Meeting') to consider and, if thought
fit, to pass the following resolutions:
THAT the validity period of all relevant resolutions relating to the A Shares Issue (as defined below) and referred to
in special resolution numbered one in the notices of the 2004 EGM (as defined below) and 2004 CSMs (as defined below)
dated 6 May 2004 in the same structure and manner and in essentially identical terms as those considered and passed at
the extraordinary general meeting ('2004 EGM') and the class shareholders meeting of the Company for each of the holders
of H Shares and holders of domestic shares of the Company ('2004 CSMs') held on 22 June 2004 and the authorisation of
the board of directors of the Company (the 'Board') to make the final decision, do all acts and sign all such agreements
and/or documents as the Board deems necessary for completing the A Shares Issue be extended for a further one year
commencing from the date of the passing of this special resolution be and is hereby considered and approved. (note 1)
By order of the Board
Yang Hongming
Company Secretary
Beijing, the People's Republic of China, 5 May 2005
Notes:
1. At the 2004 EGM and the 2004 CSMs, the resolutions in relation to the Company's application for the issue of not
more than 1,000,000,000 RMB denominated ordinary shares of RMB1.00 each ('A Shares'), comprising a private
placing of not more than 301,704,761 A Shares and 92,358,600 A Shares to China Datang Corporation and Tianjin
Jinneng Investment Company, respectively and a public offer of not more than 605,936,639 A Shares to natural
persons and institutional investors within the PRC (except those prohibited by PRC laws and regulations) (the 'A
Shares Issue') were considered and approved. The Board was authorised to make all decisions in relation to the A
Shares Issue which was valid for one year from the date of the 2004 EGM and the 2004 CSMs, expiring on 21 June
2005. As at the date hereof, the A Shares Issue is not completed. The Board resolved to seek approval from the
shareholders of the Company to refresh the validity period of the A Shares Issue and the authorisation of the
Board to do all act as it sees fit for a further period of one year.
2. Other matters
(1) The Company's holders of Domestic Shares are reminded that pursuant to the articles of association of the
Company, the register of members of the Company will be closed from 21 May 2005 to 21 June 2005, both dates
inclusive, during which period no transfer of shares will be registered. The Company's holders of Domestic
Shares, whose names appear on the register of members of the Company on 20 May 2005 are entitled to attend
and vote at the Domestic Shares Class Meeting.
(2) Every shareholder of the Company entitled to attend and vote at the Domestic Shares Class 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 holder of Domestic Shares appoints more than one proxy, his proxies may only vote in a poll.
(4) To be valid, holders of Domestic Shares must deliver the proxy form and, if such proxy is signed by a person
on behalf of his appointer pursuant to a power of attorney or other authority, the power of attorney or
other authority under which it is signed or a certified copy of that power or authority (such certification
to be made by a notary) to the Company's registered address at 8/F, No. 482, Guangamennei Avenue, Xuanwu
District, Beijing, the People's Republic of China, Postcode: 100053, in not less than 24 hours before the
time scheduled for holding the Domestic Shares Class Meeting.
(5) Shareholders of the Company who wish to attend the Domestic Shares Class Meeting are required to return the
notice of attendance to the Company on or before 31 May 2005 (3 weeks before the date of the meeting).
Completion and return of the notice of attendance will not preclude a holder of Domestic Shares from
attending and voting at the Domestic Shares Class Meeting in person.
(6) The Domestic Shares Class Meeting is expected to last for about half an hour. Holders of Domestic Shares and
their proxies attending the Domestic Shares Class Meeting shall be responsible for their own travel and
accommodation expenses.
Registered Address of the Company:
8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, People's Republic of China
Postcode : 100053
Tel : (8610) 83581905 Fax : (8610) 83977083 or (8610) 83581907
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