Bonus Issue of H Shares
Datang Intl Power Generation Co Ld
26 July 2007
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to
be taken, you should consult a 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
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
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)
BONUS ISSUE OF H SHARES
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26 July 2007
CONTENTS
Page
Definitions 1
Expected Timetable 3
Letter from the Board 4
DEFINITIONS
In this circular, unless otherwise indicated in the context, the following
expressions have the following meanings:
'A Shares' the domestic listed ordinary share(s) of the Company with
a nominal value of RMB1.00 each
'AGM' the 2006 annual general meeting of the Company held on
29 June 2007, Friday, at the multi-purpose function room
at 3/F, CTS (HK) Grand Metro Park Hotel, No. 338
Guanganmennei Avenue, Xuanwu District, Beijing, the PRC
'Board' the board of Directors
'Bonus Issue' bonus issue of bonus shares to the Shareholders whose
names appear on the register of members of the Company at
the close of business on Record Date on the basis of 10
bonus shares for every 10 existing ordinary shares of the
Company held on that day
'Bonus A Shares' new A Shares to be issued pursuant to the Bonus Issue
'Bonus H Shares' new H Shares to be issued pursuant to the Bonus Issue
'CCASS' the Central Clearing and Settlement System established and
operated by HKSCC
'Company' Datang International Power Generation Co., Ltd., a
sino-foreign joint stock limited company incorporated in
the PRC on 13 December 1994, of which the H Shares are
listed on the Hong Kong Stock Exchange and The London
Stock Exchange and the A Shares are listed on the Shanghai
Stock Exchange
'Directors' the directors of the Company
'H Shares' the overseas listed foreign share(s) of the Company with a
nominal value of RMB1.00 each
'HKSCC' Hong Kong Securities Clearing Company Limited
'HK$' Hong Kong dollar(s), the lawful currency of Hong Kong
'Hong Kong' the Hong Kong Special Administrative Region of the PRC
'Hong Kong Stock The Stock Exchange of Hong Kong Limited
Exchange'
'Listing Rules' the Rules Governing the Listing of Securities on the Hong
Kong Stock Exchange
'PRC' the People's Republic of China
'Record Date' 4:30 p.m. on Wednesday 18 July 2007, being the record date
by reference to which entitlements to the Bonus Issue and
dividends for holders of H Shares will be determined
'RMB' Renminbi, the lawful currency of the PRC
'Shares' the ordinary shares of RMB1.00 each in the issued share
capital of the Company
'Shareholder(s)' the holder(s) of the Shares
'%' per cent
EXPECTED TIMETABLE
2007
Last day of dealings in H Shares on a cum-entitlement basis Monday, 16 July
First day of dealings in H Shares on an ex-entitlement basis Tuesday, 17 July
Latest time for lodging transfer of H Shares for 4:30 p.m. on Wednesday, 18 July
entitlement to the Bonus Issue and dividends
Record Date 4:30 p.m. on Wednesday, 18 July
Book closure period for H Shares (both days inclusive) Thursday, 19 July to
Tuesday, 24 July
Register of members of H Shares of the Company reopens Wednesday, 25 July
Dispatch of certificates for Bonus H Shares Monday, 30 July
Dealings in Bonus H Shares are expected to commence Wednesday, 1 August
Dispatch of dividends cheques in respect of H Shares Wednesday, 8 August
LETTER FROM THE BOARD
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: Registered office:
Mr. Zhang Yi No. 482 Guanganmennei Avenue
Mr. Zhou Gang Xuanwu District
Beijing, 100053
Non-Executive Directors: PRC
Mr. Zhai Ruoyu (Chairman)
Mr. Hu Shengmu Principal place of business
Mr. Fang Qinghai in Hong Kong:
Mr. Liu Haixia c/o Huen Wong & Co. in association with
Ms. Guan Tiangang Fried, Frank, Harris, Shriver & Jacobson LLP
Mr. Su Tiegang Rooms 1105-1108, Gloucester Tower
Mr. Ye Yonghui The Landmark
Mr. Li Gengsheng 15 Queen's Road Central
Hong Kong
Independent non-executive Directors:
Mr. Xie Songlin 26-Jul-07
Mr. Liu Chaoan
Mr. Yu Changchun
Mr. Xia Qing
To the Shareholders
Dear Sir or Madam,
BONUS ISSUE OF H SHARES
Bonus Issue of Shares
According to the announcement of the Company dated 30 March 2007, the Board
resolved to propose to the AGM the Bonus Issue, on the basis of 10 bonus Shares
to be issued for every 10 Shares held by the Shareholders on the Record Date,
under the share capital expansion by utilising the capital reserve fund. This
proposal was approved by the Shareholders at the AGM. Based on the Company's
total share capital of 5,844,880,580 Shares on the Record Date, 5,844,880,580
bonus Shares will be issued by the Company, of which 1,612,700,580 Shares are
Bonus H Shares and 4,232,180,000 Shares are Bonus A Shares. The total share
capital of the Company will increase to 11,689,761,160 Shares upon completion of
the Bonus Issue. The Bonus H Shares shall rank pari passu in all respects with
the existing H Shares.
Conditions of the Bonus Issue
The Bonus Issue is conditional upon obtaining the approval of the Shareholders
at the AGM. The Company has obtained the approval from its Shareholders in
respect of the Bonus Issue by way of special resolution in the AGM on 29 June
2007. The Bonus Issue in respect of the Bonus A Shares has become unconditional.
The Bonus Issue in respect of Bonus H Shares is conditional upon the Listing
Committee of the Hong Kong Stock Exchange's granting listing of, and
permission to deal in, the Bonus H Shares.
Reasons for the Bonus Issue
The Bonus Issue will reciprocate the Shareholders' long term support and
concern, and expand the share capital base of the Company.
Closure of Register of H Shares Members
According to the announcement of the Company dated 29 June 2007, the register of
H Shares members of the Company was closed from 19 July 2007 to 24 July 2007
(both days inclusive) during which period no transfer of H Shares was effected.
Holders of H Shares of the Company whose names appear on the register of H
Shares members of the Company as at the close of business at 4:30 p.m. on 18
July 2007 were entitled to the dividends of the Company for the year ended 31
December 2006 and the Bonus Issue.
Listing and Dealings
The H Shares of the Company are listed on the Hong Kong Stock Exchange and The
London Stock Exchange while the Company's A Shares are listed on the Shanghai
Stock Exchange. The Company had issued US Dollar convertible bonds of US$153.8
million, which are convertible into H Shares, and are listed on the Luxembourg
Stock Exchange.
Application has been made to the Listing Committee of the Hong Kong Stock
Exchange for listing of, and permission to deal in, the Bonus H Shares. Subject
to the satisfaction of the condition as set out in this circular, the Bonus H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance
and settlement in CCASS. All necessary arrangements will be made for the Bonus H
Shares to be admitted into CCASS. All activities under CCASS are subject to the
General Rules of CCASS and CCASS Operational Procedures in effect from time to
time.
Upon the Bonus Issue becoming unconditional, it is expected that certificates
for the Bonus H Shares will be posted to those entitled thereto at their own
risk on or before 30 July 2007. In the case of joint shareholdings, the
certificates for the Bonus H Shares will be posted to the address of the first
named member on the register of members of the Company in respect of such joint
holding.
Dealings in the Bonus H Shares, which are expected to commence on 1 August 2007
will be subject to Hong Kong stamp duty.
Warning of Risks of Dealings in Shares
Shareholders of H Shares should note that the Shares have been dealt with on an
ex-entitlement basis commencing from 17 July 2007. The Bonus Issue is
conditional upon the condition set out in this circular under heading of
'Conditions of the Bonus Issue'. Any person dealing in the Shares on an ex-
entitlement basis up to such condition is fulfilled will accordingly bear the
risk that the Bonus Issue may not become unconditional and may not proceed. Any
person contemplating selling or purchasing Shares during such period who is in
any doubt about his/her/its position is recommended to consult his/her/its own
professional adviser.
Yours faithfully,
For and on behalf of
Datang International Power Generation Co., Ltd.
Zhai Ruoyu
Chairman
This information is provided by RNS
The company news service from the London Stock Exchange