Notice of EGM

Datang Intl Power Generation Co Ld 12 February 2007 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 EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2007 first extraordinary general meeting (the 'EGM') of Datang International Power Generation Company Limited (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 30 March 2007 (Friday) at 11:00 a.m. to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTION 1) To confirm, approve and ratify the investment agreement entered into on 9 January 2007 between the Company, Beijing Energy Investment (Group) Company Limited, China Datang Corporation and Inner Mongolia Mengdian Huaneng Thermal Power Corporation Limited; and the investment of power plant project of phases IV and V of Tuoketuo power plant contemplated thereunder (Note 1); SPECIAL RESOLUTIONS 1) To consider and approve the change of the registered share capital of the Company (Note 2); and 2) To consider and approve the amendments to the articles of association of the Company (Note 3). By Order of the Board Yang Hongming Company Secretary Beijing, the PRC 12 February 2007 Notes: 1. Investment of power plant project of phases IV and V of Tuoketuo power plant The Company has entered into an investment agreement (the 'Investment Agreement') on 9 January 2007 with Beijing Energy Investment (Group) Company Limited, China Datang Corporation and Inner Mongolia Mengdian Huaneng Thermal Power Corporation Limited to establish and operate Tuoketuo No.2 Power Co. for the purposes of constructing and operating the Tuoketuo power plant project. The signing of the said Investment Agreement constitutes a connected transaction of the Company and requires the approval of the independent shareholders of the Company. For relevant definitions and details, please refer to the 'Discloseable and Connected Transaction' circular of the Company dated 31 January 2007. As at the date of this notice, Beijing Energy Investment (Group) Company Limited and China Datang Corporation held approximately 11.86% and 34.96%, respectively, of the issued share capital of the Company. As such, each of Beijing Energy Investment (Group) Company Limited and China Datang Corporation is a connected person of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Listing Rules'). As such, the Investment Agreement constitutes a connected transaction of the Company under the Listing Rules. As the assets and consideration ratios (as defined in Rule 14.07 of the Listing Rules) is more than 2.5%, the Investment Agreement is subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. As required under the Listing Rules, each of Beijing Energy Investment (Group) Company Limited and China Datang Corporation and their respective associate(s) (as defined in the Listing Rules) will abstain from voting on the ordinary resolution numbered 1 stated herein and the voting on such resolution will be taken by way of a poll. 2. Change of Registered Share Capital of the Company The initial public offering of 500,000,000 A shares of the Company was completed on 18 December 2006. According to the relevant requirements of the PRC, the Company has to make application to the State Administration for Industry and Commerce to change its registered capital from RMB5,162,849,000 to RMB5,662,849,000 and to make corresponding amendments to the articles of association of the Company. 3. Amendments to the articles of association The proposed amendments to the articles of association of the Company were made pursuant to the relevant regulatory requirements of the PRC, as set out in the Appendix of the circular to be dispatched to the shareholders of the Company, and have to be proposed to the EGM of the Company for shareholders' approval. For details of the proposed amendments to the articles of association, please refer to the circular to be dispatched to the shareholders of the Company and the website of the Shanghai Stock Exchange (http:// www.sse.com.cn). 4. 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 1 March 2007 to 30 March 2007 (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 28 February 2007 are entitled to attend and vote at the EGM. (2) Every shareholder of the Company 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) 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/her 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 Rooms 1806-1807, 18/F, 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) To be valid, holders of domestic shares of the Company must deliver the proxy form and, if such proxy is signed by a person on behalf of his/her 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, 8/F., No.482 Guanganmennei Avenue, Xuanwu District, Beijing, the PRC, Postcode: 100053, in not less than 24 hours before the time scheduled for holding the EGM. (6) Shareholders of the Company 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 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 9 March 2007. 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 EGM in person. (7) The EGM is expected to last for about two hours. Shareholders of the Company and their proxies attending the EGM shall be responsible for their own travel and accommodation expenses. Shareholders of the Company or their proxies shall produce their identity documents when attending the EGM. As at the date of this notice, the directors of the Company are: Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, Liu Chaoan*, Yu Changchun* and Xia Qing* * Independent non-executive directors DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) Notice of Attendance for the Extraordinary General Meeting Name of shareholder (Note 1) Number of shares held (Note 2) domestic shares/ H shares I/We intend to attend, or appoint a proxy (proxies) to attend the 2007 first extraordinary general meeting of Datang International Power Generation Co., Ltd. (the 'Company') to 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 30 March 2007 (Friday) at 11:00 a.m. Notes: 1. Name(s) registered in the register of members of the Company to be inserted in block letters. 2. Please insert the number of shares of the Company registered under your name(s). 3. This notice, when duly completed and signed, is required to be delivered to the Company's registered address at 8/ F., No. 482 Guanganmennei Avenue, Xuanwu District, Beijing, the PRC, Postcode: 100053, by hand, post, cable or fax on or before 9 March 2007. Tel: (8610) 8358 1905 Fax: (8610) 8397 7083 or (8610) 8358 1907. Signature(s): Date: 2007 This information is provided by RNS The company news service from the London Stock Exchange
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