Notice of 2008 First Extraord

RNS Number : 3900E

Datang Intl Power Generation Co Ld

26 September 2008

 



The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 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 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2008 first extraordinary general meeting (the 'EGM') of Datang International Power Generation Co., Ltd. (the 'Company') will be held at the multi-purpose function room of 3/F, CTS (HK) Grand Metro Park Hotel, No. 338 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China (the 'PRC') on 11 November 2008 (Tuesday) at 9:00 a.m. to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

1.    To consider and approve the provision of guarantee by the Company for the financing of Jiangxi Datang International Xinyu Power Generation Company Limited (see Note 1); 

2.    To consider and approve the provision of guarantee by the Company for the financing of Shanxi Datang International Yuncheng Power Generation Company Limited (see Note 2);

3.    To consider and approve the Company's contribution to construct two 300 MW coal-fired heat supply and power generation units at Fengrun Thermal Power Project Phase 1 (see Note 3); and

4.    To consider and approve the Company's entering into the Financial Services Agreement with China Datang Finance Co., Ltd. (see Note 4).

SPECIAL RESOLUTIONS

1.    To consider and approve the change in the registered capital of the Company (see Note 5);

2.    To consider and approve the amendments of the articles of association of the Company (see Note 6).

  CLOSURE OF THE REGISTER OF MEMBERS OF THE COMPANY

Holders of H shares of the Company ('Holders of H shares') should note that, pursuant to the articles of association of the Company (the 'Articles of Association'), the register of members of the Company will be closed from 13 October 2008 to 11 November 2008 (both dates inclusive), during which period no transfer of any H shares of the Company will be registered. Holders of H shares whose names appear on the register of members of the Company on 13 October 2008 are entitled to attend and vote at the EGM. In order to be entitled to the attendance of the EGM, 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 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before 4:30 p.m. on 10 October 2008.

By Order of the Board

Zhou Gang

Secretary to the Board

Beijing, the PRC

25 September 2008

Notes:

1.    Please refer to the overseas regulatory announcement of the Company dated 21 July 2008. The board of directors of the Company (the 'Board') agreed to provide a joint-liability guarantee for the financing of the Company's wholly-owned subsidiary, Jiangxi Datang International Xinyu Power Generation Company Limited ('Xinyu Power Generation Company'), in an amount of RMB180 million, for its application of bank loans and construction of desulphurisation facilities. As the asset-to-liability ratio of Xinyu Power Generation Company exceeds 70%, the Company's provision of guarantee for Xinyu Power Generation Company is required to be proposed to the general meeting for consideration and approval under the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and the Articles of Association.

    Please refer to the overseas regulatory announcement of the Company dated 9 September 2008 for the details of the contemplated guarantee provided by the Company for a bank loan in an amount of RMB80 million applied by Xinyu Power Generation Company, for its construction of desulphurisation facilities.

2.    Please refer to the overseas regulatory announcement of the Company dated 25 September 2008, the Board agreed to provide a joint-liability guarantee for the financing of the Company's subsidiary in proportion to capital contributions, Shanxi Datang International Yuncheng Power Generation Company Limited ('Yuncheng Power Company'), in an amount of RMB300 million, for its replacement of bank loans and replenishment of the Company's capital. As the asset-to-liability ratio of Yuncheng Power Company exceeds 70%, the Company's provision of guarantee for Yuncheng Power Company is required to be proposed to the general meeting for consideration and approval under the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and the Articles of Association.

3.    Please refer to the connected transaction announcement of the Company dated 26 August 2008. According to the 'Investment Agreement on two 300 MW heat supply and power generation units at the Hebei Datang International Fengrun Thermal Power Project' ('Investment Agreement') entered into between the Company and Tangshan City Construction Investment Company ('Tangshan Investment Company') on 26 August 2008, the Company agreed to contribute RMB432.8 million in the proportion of 84% to the joint establishment of Hebei Datang International Fengrun Thermal Power Company Limited with Tangshan Investment Company, for the purpose of constructing and operating two 300 MW coal-fired heat supply and power generation units at the Hebei Datang International Fengrun Thermal Power Project Phase 1 ('Fengrun Thermal Power Project'). As at the date of entering into the Investment Agreement, Tangshan Investment Company held 20% equity interest of the Company's subsidiary, Hebei Datang International Tangshan Thermal Power Company Limited ('Tangshan Thermal Power Company') and is a substantial shareholder of Tangshan Thermal Power Company pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Listing Rules'). Accordingly, Tangshan Investment Company is a connected person of the Company under the Listing Rules and the Company's entering into the Investment Agreement for the joint establishment of the Fengrun Thermal Power Project with Tangshan Investment Company constitutes a connected transaction of the Company. Tangshan Investment Company and its associates should abstain from voting in respect of this resolution at the EGM.

      Please refer to the announcement and circular of the Company dated 26 August 2008 and 16 September 2008, respectively, for the details of the Tangshan Investment Agreement.

4.    Please refer to the continuing connected transactions announcement of the Company dated 28 August 2008. On 28 August 2008, the Company and China Datang Finance Co., Ltd. ('Datang Finance') entered into the Financial Services Agreement which will be effective for three years (i.e. 1 January 2008 to 31 December 2010) after the consideration and approval at the EGM. According to the Financial Services Agreement, the average daily deposit balance (including any interest accrued therefrom) for the Group's deposits with Datang Finance should not exceed RMB4.5 billion per annum. As at 28 August 2008, China Datang Corporation ('CDC') held approximately 33.61% of the issued share capital of the Company and Datang Finance is a subsidiary of CDC. As such, the Financial Services Agreement entered into between the Company and Datang Finance and its deposit arrangements constitutes continuing connected transactions of the Company pursuant to the Listing Rules. CDC and its associates should abstain from voting in respect of this resolution at the EGM.

    Please refer to the announcement and circular of the Company dated 28 August 2008 and 16 September 2008, respectively, for the details of the Financial Services Agreement.

5.    Please refer to the overseas regulatory announcement of the Company dated 25 September 2008. On 5 September 2008, the 153.8 million convertible US bonds (which are convertible into H shares of the Company) issued by the Company in September 2003 had all been converted into H shares of the Company, leading to a total of 11,780,037,578 shares of the Company. As a result, the Company has to apply to the State Administration for Industry and Commerce of the People's Republic of China for changing the registered capital of the Company from RMB11,695,190,463 to RMB11,780,037,578. Meanwhile, the Company also needs to amend the relevant article of the Articles of Association.

6.    The resolution on the amendments of Articles of Association was proposed due to the change in registered capital and shareholding structure of the Company arising from the conversion of all of the 153.8 million convertible US bonds (which are convertible into H shares of the Company) issued by the Company in September 2003 into H shares of the Company and as a result of the disposal of 39,706,700 shares of the Company by a substantial shareholder of the Company, Hebei Construction Investment Company, in early 2008, and in accordance with the requirements of the relevant PRC authorities at the same time.

    According to the Articles of Association and the relevant laws and regulations of the PRC, the proposed amendments to the Articles of Association (the 'Proposed Amendments') are subject to the approval of the shareholders by way of special resolution at the general meeting of the Company. Further, the Proposed Amendments will become effective after the relevant procedures for the approval and/or registration or filing in the PRC have been completed.

The details of the Proposed Amendments are set out as follows:-

(i)    Article 18

The original Article 18 of the Articles of Association provides:-

'Article 18

As at 30 September 2007, the share capital structure and the numbers of shares held by various shareholders of the Company are:

China Datang Corporation    3,959,241,160 shares    33.85%

Beijing Energy Investment (Group) Company Limited    1,343,584,800 shares    11.49%

Hebei Construction Investment Company    1,343,584,800 shares    11.49%

Tianjin Jinneng Investment Company    1,212,012,600 shares    10.36%

Other domestic shareholders    605,936,640 shares    5.18%

Overseas listed foreign shareholders    3,230,830,463 shares    27.63%

In accordance with the authorisation of the general meeting, the abovementioned numbers of shares shall be amended correspondingly upon the decision made by the board of directors within its scope of authorisation on the number of separate or concurrent placement or issue of domestic shares and overseas listed foreign shares was approved by the approving authorities authorised by the State Council.'

It is proposed that the original Article 18 be replaced by the following:-

'Article 18

As at 10 September 2008, the share capital structure and the numbers of shares held by various shareholders of the Company are:

China Datang Corporation    3,959,241,160 shares    33.61%

Beijing Energy Investment (Group) Company Limited    1,343,584,800 shares    11.41%

Hebei Construction Investment Company    1,303,878,100 shares    11.07%

Tianjin Jinneng Investment Company    1,212,012,600 shares    10.29%

Other domestic shareholders    645,643,340 shares    5.48%

Overseas listed foreign shareholders    3,315,677,578 shares    28.15%

In accordance with the authorisation of the general meeting, the abovementioned numbers of shares shall be amended correspondingly upon the decision made by the board of directors within its scope of authorisation on the number of separate or concurrent placement or issue of domestic shares and overseas listed foreign shares was approved by the approving authorities authorised by the State Council.'

(ii)    Article 21

The original Article 21 of the Articles of Association provides:-

'Article 21

As at 30 September 2007, the registered share capital of the Company is RMB11, 695,190,463.'

It is proposed that the original Article 21 be replaced by the following:-

'Article 21

The registered share capital of the Company is RMB11,780,037,578.'

(iii)    Article 22

The original Article 22 of the Articles of Association provides:-

'Article 22

The Company may, depending on the needs of its operation and development, and in accordance with relevant provisions contained in the Articles of Association, increase capital, and shall complete registration procedure(s) in accordance with the relevant laws and administrative rules of the PRC.

The Company may increase capital in any of the following manners:

1.    issue new shares to non-specified investors;

2.    place new shares to existing shareholders;

3.    issue bonus shares to existing shareholders;

4.    increase the share capital by means of transfer of common reserve fund;

5.    other manners permitted under PRC laws, administrative rules and by the China Securities Regulatory Commission.'

It is proposed that the original Article 22 be replaced by the following:-

'Article 22

The Company may, depending on the needs of its operation and development, and in accordance with relevant provisions contained in the Articles of Association, increase capital, and shall complete registration procedure(s) in accordance with the relevant laws and administrative rules of the PRC.

The Company may increase capital in any of the following manners:

1.    issue new shares to non-specified investors;

2.    place new shares to existing shareholders;

3.    issue bonus shares to existing shareholders;

4.    increase the share capital by means of transfer of common reserve fund;

5.    increase the share capital through a conversion of registered foreign debts;

6.    other manners permitted under PRC laws, administrative rules and by the China Securities Regulatory Commission.'

7.    Other Matters

(1)    Holders of H shares of the Company should note that, pursuant to the Articles of Association, the register of members of the Company will be closed from 13 October 2008 to 11 November 2008 (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 on 13 October 2008 are entitled to attend and vote at the EGM.

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

(3)    If Holders of H shares have appointed more than one proxy to attend the EGM, the proxies can only exercise their voting rights by way of poll.

(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 Rooms 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 EGM.

(5)    Holders of H shares who wish to attend the EGM are required to return the notice of attendance by hand, post, cable or fax to the Company's registered address on or before 21 October 2008. Completion and return of the notice of attendance will not preclude a shareholder of the Company from attending and voting at the EGM in person.

(6)    The EGM is expected to last for half day. Attending shareholders and their proxies shall be responsible for their own travel and accommodation expenses.

The Company's registered address:

8/F., No. 482 Guanganmennei Avenue

Xuanwu District

Beijing, the PRC

Postcode: 100053

Telephone: [phone]

Fax: [phone] or (8610) 8358 1907

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*, Yu Changchun*, Liu Chaoan*, Xia Qing* and Li Hengyuan*.

* Independent non-executive directors

 

END

 

 

NOELFMRTMMBTMBP