Notice of 2008 Annual General

RNS Number : 8082Q

Datang Intl Power Generation Co Ld

20 April 2009

 



Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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 OF 2008 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2008 annual general meeting (the 'AGM') of Datang International Power Generation Co., Ltd. (the 'Company') will be held at function room of 5/F, Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the 'PRC') on Wednesday, 3 June 2009 at 9:00 a.m. to consider and, if thought fit, pass the following resolutions:

A    Ordinary Resolutions:

1.    to consider and approve the 'Report of the board of directors of the Company (the 'Board') for the year 2008' (including independent non-executive directors report on work)';

2.    to consider and approve the 'Report of the supervisory committee of the Company for the year 2008';

3.    to consider and approve the 'Proposal of final accounts for the year 2008';

4.    to consider and approve the 'Profit distribution proposal for the year 2008' (Note 1);

5.    to consider and approve the 'Proposal on the re-appointment of PricewaterhouseCoopers' (Note 2);

6.    to consider and approve the 'Proposal on the method of receiving the Company's correspondence by the shareholders';

B    Special Resolutions:

7.    to consider and approve the 'Amendments to the Articles of Association of the Company' (Note 3);

8.    to consider and approve the 'Extension on the Mandate for the Issue of Medium-to-short-term Debentures by the Company';

The Board agreed to propose to the general meeting that the effective period of the resolution in relation to the 'Issue of medium-to-short-term debentures of not more than RMB10 billion' approved at the 2007 annual general meeting be extended for 12 months from the date of the 2008 annual general meeting.

9.    to consider and approve the 'Proposal on Requesting the General Meeting to Grant a Mandate to the Board to Issue New Shares Not More Than 20% of Each Class of Shares' (Note 4);

The Board agreed to request the general meeting to grant the following mandates to the Board:

(1)    To propose, subject to the requirements of note (2) of this resolution, to generally and unconditionally authorise the Board to, within 12 months from the date of approval of this resolution at the Company's general meeting, exercise all rights of the Company to authorise, allot or issue, either separately or concurrently, domestic shares (A shares) and overseas-listed foreign shares (H shares) and execute or grant any offers, agreements and arrangements which may require the exercise of such rights;

(2)    Pursuant to the approval of note (1) of this resolution, the Board may authorise, allot or issue, either separately or concurrently, A shares and H shares with the respective numbers of A shares and H shares to be authorised, allotted or issued, either separately or concurrently, not more than 20% of the respective number of the issued A shares and H shares of the Company;

(3)    Subject to the restrictions of note (1) and note (2) of this resolution, the Board may, within the given limits, determine the respective numbers of A shares and H shares to be authorised, allotted or issued, either separately or concurrently, and

(4)    Subject to the restrictions of notes (1), (2) and (3) of this resolution and according to the Company's actual condition of the authorisation, allotment or issue of new A shares and new H shares, either separately or concurrently, the Board may increase the registered capital of the Company and make appropriate amendments to Articles 18 and 21 to the 'Articles of Association of Datang International Power Generation Co., Ltd'.

10.    To consider and approve the 'Resolution on the Company's Fulfillments to the Conditions for Non-public Issue of A Shares';

  11.    To consider and approve the 'Proposal for Non-public Issue of A Shares';

The Board agreed to the non-public issue of A shares of the Company according to the following proposal (Note 5):

(1)    Type of shares to be issued and par value

The type of shares to be issued this time is domestic listed RMB-denominated ordinary shares (A share) with a par value of RMB1.00 each.

(2)    Number of shares to be issued

The number of A shares to be issued in this non-public offering shall not be more than 700 million shares (inclusive of 700 million shares).

Within the upper limit, the general meeting authorised the Board to negotiate with the sponsor (lead underwriter) and determine the actual number of shares to be issued with reference to the market situations during the issue.

In the event of trading of shares on ex-right or ex-dividend basis from the date of this announcement on the resolutions of the Board to the issue date, the number of A shares to be issued under the current non-public offering shall be adjusted accordingly. Further announcement will be made by the Company in accordance with the requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the 'Listing Rules') when the actual number of A shares to be issued can be ascertained.

(3)    Method and time of issue

All shares under the current issue shall be issued to specific targets by means of non-public issue.

Shares shall be issued to specific targets at any suitable time chosen by the Company within six months upon the approval of the China Securities Regulatory Commission.

(4)    Target subscribers and subscription method

The target subscribers under the current non-public offering shall not be more than ten, including: securities investment and fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors and other legal investors, etc.

  All target subscribers shall subscribe the shares under the current issue by way of cash.

(5)    Place of listing

The shares under the current issue shall be listed and traded on the Shanghai Stock Exchange after expiry of the lock-up period.

(6)    Issue price and method of pricing

The issue price of the current non-public issue of A shares shall not be lower than 90% of the average trading prices of the Company's A shares (ie: RMB6.33 per share) for the 20 trading days immediately preceding the date of this announcement. The final issue price shall be determined on a best available price basis with reference to the subscription quotation of the target subscribers after obtaining the approval documents for issue. In the event of trading of shares on ex-right or ex-dividend basis from the date of this announcement of the resolutions of the Board to the issue date, the minimum issue price of the current non-public offering of A shares shall be adjusted accordingly. The final issue price shall be determined by the Board and the sponsor (lead underwriter) through negotiation, and according to the authorisation of the general meeting as well as the requirements of the relevant laws, regulations and other regulatory documents with reference to the market situation.

(7)    Use of fundraising proceeds:

The proposed net proceeds under the current non-public issue of A shares shall not exceed RMB5 billion and are planned to be invested in the following projects:

	No.	Project to be funded by the Fundraising	Total investment of the project	Proceeds to be invested
			(RMB million)	(RMB million)
	1	2×300MW new construction project with 'Large Generating Units Replace Small One' at Liaoning Datang International Jinzhou Thermal Power Plant	2,980	320
	2	2×300MW Expansion Project at Phase 2 of the Shanxi Datang International Yungang Thermal Power Project	2,720	352
	3	2×300MW Expansion Project of Joint Production of Thermal Power with 'Large Generating Units Replace Small One' at Phase 4 of Hebei Datang International Tangshan Thermal Power Plant at New Area	2,576	435
	4	2×300MW Expansion Project of Joint Production of Thermal Power with 'Large Generating Units Replace Small One' at Phase 4 of Hebei Datang International Zhang Jia Kou Thermal Power Plant	2,878	458
	5	Phase 1 of the Unit 2 open-cut coal mine project located east of Shengli Coal Mine	2,965	750
	6	2×300MW Expansion Project of Joint Production of Thermal Power with 'Large Generating Units Replace Small One' at Shanxi Datang International Linfenhexi Thermal Power Plant	2,778	445
	7	Phase 2 Project at Wenshanzhou Malutong Hydropower Station	2,058	190
	8	Chongqing Wujiang Yinpan Hydropower Station	8,045	744
	9	Commencement portion for 2009 of Phase 1 at the Fujian Ningde Nuclear Power Project	49,342	748
	10	Replenishment of working capital	-	558
			_________	_________
	Total		76,342	5,000
			========	========

  For detailed projects involved in the use of the proceeds of the fundraising, please refer to the 'Feasibility Analysis Report on the Use of Fundraising Proceeds from Non-public Issue of A Shares of Datang International Power Generation Co., Ltd.'. In the event that the Company carried out the investment in certain relevant projects by using bank loans and internal resources prior to obtaining the proceeds, the proceeds from the fundraising shall be used for repaying relevant bank loans and replenishing the Company's working capital after obtaining the proceeds. In the event that the actual net proceeds from the fundraising under the current issue are not sufficient for the capital required for the projects, the insufficient portion will be satisfied by the Company's internally generated funds. In the event that the actual net proceeds under the current issue exceed the capitals required for the projects, the excess portion shall be used to replenish the Company's working capital. Under the premises that there are no changes in the projects requiring the use of the current proceeds, the Board shall make appropriate adjustments to the sequence of applying the proceeds and the amount of proceeds for the above-mentioned projects according to the actual needs of funds by the projects.

(8)    Arrangement for the accumulated profits prior to the current issue

After completion of the current non-public offering, the new and existing shareholders of the Company are entitled to share the accumulated, undistributed profits of the Company prior to the completion of the current non-public offering in proportion to their shareholdings.

(9)    Arrangement for the lock-up period

Upon the completion of the issue, the shares to be subscribed by the target subscribers under the current non-public offering shall not be transferred within 12 months commencing from the date of the completion of the issue.

(10)    The effective period for the resolution on the current non-public issue of shares

The resolution on the current non-public issue of shares shall be effective for 12 months commencing on the day on which the resolutions are considered and approved by the general meeting.

  12.    To consider and approve the 'Proposal to the General Meeting to Authorise the Board to Conduct All Matters in relation to the Current Non-public Issue of A Shares at its Discretion';

The Board agreed to propose to the general meeting to authorise the Board to conduct all matters in relation to the current non-public issue of A shares at its discretion, including but not limited to:

(1)    To authorise the appointment of intermediary institutions including the sponsor (lead underwriter) to deal with the registration matters relating to the current non-public issue of shares;

(2)    To authorise the formulation and implementation of the detailed proposal of the current non-public issue of shares with reference to actual conditions, including but not limited to the selection of specific timing of issue, issue quantity, issue date, issue price as well as target subscribers;

(3)    To authorise the determination of the detailed arrangement for the use of proceeds in the above-mentioned directions of investment according to the status of approval, authorisation, documentation or implementation, actual progress and actual amount of the proceeds with adjustments made with reference to the importance and urgency, actual investment amount, actual capital requirement and actual progress of the projects to be invested. Under the premises of compliance with the then applicable laws of the PRC, if the State stipulates new regulations relating to the increase of share issue, or if the regulatory authorities set out new requirements and market condition changes, the Board shall make adjustments to the current non-public offering proposal and the directions of investment pursuant to the regulations of the State and the requirements of the regulatory authorities (including the feedback on the approval for the application for the current non-public issue) except for matters involving laws and regulations and the Articles of Association which require re-voting at the general meeting;

(4)    To authorise the signing, amendment, supplement, submission, registration and execution of all documents and agreements in relation to the current non-public issue and listing;

(5)    To authorise the corresponding registration for change in shareholding according to the actual result of the current non-public issue of shares;

(6)    To authorise the handling of matters relating to the listing and trading of the non-public issued shares on the Shanghai Stock Exchange after the completion for the current non-public issue of shares;

  (7)    To authorise the amendments to the relevant articles of the Articles of Association, and the application for amendment to the investment for foreign-invested enterprise with the Ministry of Commerce and the application for amendment to the industry and the commerce registration after the completion for the current non-public issue of shares;

(8)    To authorise the conducting of other matters relating to the current non-public issue of shares;

(9)    To authorise the making of corresponding adjustments to the current detailed non-public offering proposal pursuant to the new requirements in the event that new requirements are issued in laws, regulations and other regulatory documents and the policies regarding issue of new shares adopted by the securities regulating authorities, except for such new requirements which require re-voting at the general meeting;

(10)    The above authorised matters shall be effective within 12 months commencing from the day on which the resolutions are considered and approved at the Company's general meeting.

13.    To consider and approve the 'Feasibility Analysis Report on the Use of Fundraising Proceeds under the Current Non-public Issue of A Shares';

The Board agreed to the feasibility analysis report on the use of fundraising proceeds under the current non-public issue of A shares and agreed to submit the report to the general meeting for consideration (For details, please refer to the websites of the Shanghai Stock Exchange: www.sse.com.cn and the Hong Kong Stock Exchange: www.hkex.com.hk).

14.    To consider and approve the 'Plan relating to the Current Non-public Issue of A Shares'; and

The Board agreed to the plan relating to the current non-public issue of A shares and agreed to submit the plan to the general meeting for consideration (For details, please refer to the websites of the Shanghai Stock Exchange: www.sse.com.cn and the Hong Kong Stock Exchange: www.hkex.com.hk).

15.    To consider and approve the 'Report on the Previous Use of Fundraising Proceeds'.

The Board agreed to the report on the previous use of fundraising proceeds and agreed to submit the above-mentioned report to the general meeting for consideration (For details, please refer to the websites of the Shanghai Stock Exchange: www.sse.com.cn and the Hong Kong Stock Exchange: www.hkex.com.hk).

  CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS FOR THE AGM

Holders of H shares of the Company ('H Shares') should note that, pursuant to the articles of association of the Company, no transfer of H Shares will be registered from 5 May 2009 (Tuesday) to 3 June 2009 (Wednesday), both dates inclusive. Holders of H Shares whose names are registered in the register of members at the close of business i.e. 4:30 p.m. on 4 May 2009 are entitled to attend the AGM and vote for the distribution of dividend for the year of 2008. In order to be entitled to the attendance of the AGM and the payment of dividend, holders of H Shares are required to deposit the transfer document together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on 4 May 2009.

By Order of the Board

Zhou Gang

Secretary to the Board

Beijing, the PRC, 17 April 2009

Notes:

1.    The 2008 profit distribution proposal is as follows:

(1)    Contributing 10% of the statutory surplus reserve fund in an amount of approximately RMB292,345,823.13, in accordance with the net profit of the parent company based on the PRC GAAP;

(2)    As at 31 December 2008, the Company's total number of shares was 11,780,037,578 shares (the Company's earnings per share calculated based on such number of shares under the PRC GAAP and International Financial Reporting Standards were approximately RMB0.25 and RMB0.22, respectively). The Company proposes to distribute a dividend of RMB0.11 per share (tax included) and the total amount of the proposed cash dividends to be distributed is approximately RMB1,295,804,133.58 (based on the total number of shares of the Company of 11,780,037,578 shares as at the end of 2008).

(3)    Under the International Accounting Standards, the proposed distribution of cash dividends amounts to RMB1,295,804,133.58 with an amount of RMB1,065,495,895 being contributed to the discretionary surplus reserve. The remaining undistributed profit amounts to RMB0.

(4)    Under the PRC GAAP, the proposed distribution of cash dividends amounts to RMB1,295,804,133.58 with an amount of RMB1,065,495,895 being contributed to the discretionary surplus reserve. The remaining undistributed profit amounts to RMB498,792,174.

(5)    Distributing cash dividends according to the total number of shares actually registered as at the record date for the declaration of dividends distribution. Of the cash dividends to be distributed by the Company, dividends to be distributed to domestic shareholders will be declared in and paid in Renminbi, while those to be distributed to foreign shareholders will be declared in Renminbi but paid in Hong Kong dollars. The exchange rate for Hong Kong dollar shall be based on the average closing price of Hong Kong dollar to Renminbi published by the People's Bank of China in each business day within the week immediately preceding the date of the declaration of dividends.

  2.    The Board proposed to re-appoint the PricewaterhouseCoopers Zhong Tian CPAs Limited Company and PricewaterhouseCoopers as the Company's domestic and international auditors, respectively, for 2009. It is recommended that the auditing fee of the Company for the year 2009 to be RMB15.195 million.

3.    The details relating to the proposed amendments to the articles of association of the Company are set out in the circular of the Company dated 17 April 2009.

4.    The general mandate referred to in special resolution numbered (3) shall be exercised within the Relevant Period.

'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.

5.    The proposed non-public issue of A shares is expected to be made under a general mandate to be granted to the Board in the 2008 AGM in accordance with Rules 13.36(2)(b) and 19A.38 of the Listing Rules. The proposed non-public issue of A shares is still subject to the approval by the shareholders at the general meeting and the approval by the relevant authorities in the PRC. Further announcement will be made by the Company in accordance with the requirements of the Listing Rules when the terms of the proposed non-public issue of A shares are finalised.

6.    Others 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 5 May 2009 to 3 June 2009 (both dates inclusive). Shareholders whose names appear on the register of members of the Company at the close of business, i.e. 4:30 p.m. on 4 May 2009 are entitled to attend and vote at the AGM.

(2)    Every holders of H Shares entitled to attend and vote at the AGM, is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.

(3)    If shareholder has appointed more than one proxy to attend the AGM, the proxies can only exercise their voting rights by way of 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 the appointer pursuant to a power of attorney or other authority, a notarised copy of that power of attorney or other authority, to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited of Room 1806-1807, 18th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the time scheduled for holding the AGM.

(5)    Holders of H Shares who wish to attend the AGM are required to return the notice of attendance by hand, post, cable or fax to the Company's office address on or before 12 May 2009. Completion and return of the proxy form and notice of attendance will not preclude a shareholder of the Company from attending and voting at the AGM in person.

  (6)    The AGM is expected to last for two hours. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.

The Company's office address:

Datang International Power Generation Co., Ltd.

No. 9 Guangningbo Street

Xicheng District

Beijing, the PRC

Postcode: 100140

Telephone: [phone] or (8610) 8800 8682

Fax: [phone] or (8610) 8800 8672

As at the date of this notice, the directors of the Company are: Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu Changchun*, Xia Qing* and Li Hengyuan*.

* Independent non-executive directors

 

END

 

 

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