Notice of EGM
Datang Intl Power Generation Co Ld
13 October 2005
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 an extraordinary general meeting (the 'EGM') of
Datang International Power Generation Co., Ltd. (the 'Company') 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 28
November 2005 for the purpose of considering and, if thought fit, passing the
following resolutions:
A. Ordinary Resolutions:
1. To consider and approve the investment plans of the Company;
2. To consider and approve the appointment of Mr. Fang Qinghai as non-executive
director of the Company (note 1);
3. To consider and approve the accounting treatments of monetizing the Company's
internal staff quarter allocation (note 2);
B. Special Resolution:
1. To consider and approve the proposed amendments to the articles of
association of the Company (note 3).
By Order of the Board
Yang Hongming
Company Secretary
Beijing, the People's Republic of China, 13 October 2005
Notes:
1. Appointment of director of the Company (the 'Director'). With respect to
the proposed resignation of Mr. Kou Bingen from his current position of
non-executive Director due to personal reason, the Company's controlling
shareholder, China Datang Corporation, proposes Mr. Fang Qinghai to stand for
election as non-executive Director.
Mr. Fang Qinghai, aged 51, senior engineer. He is currently Deputy Head of the
Development and Planning Department of China Datang Corporation. Mr. Fang has
been working in the area of power systems for several years and is well
experienced in the operation of power generation.
2. Pursuant to the articles of association of the Company (the 'Articles'),
the monetization proposal for the Company's internal staff quarter allocation
has been considered and approved by the board of Director(s) (the 'Board').
The housing allowance provided by the Company is in the form of deferred housing
benefit and will be amortized over ten years. Pursuant to the first rule of
Clause 2, Section 1 of the Ministry of Finance of China Cai Kuai (2005) No. 5,
concerning 'The utilization of owners' interests for housing allowance
shall be considered and approved at a general meeting!, the accounting
treatments for direct utilizing the relevant housing allowance to the interests
of the Company's owners in respect of the implementation of the monetization
of the Company's internal staff quarter allocation, shall be tabled to a
general meeting for consideration and approval.
3. The proposed amendments to the Articles. The original Article 104 of the
Articles shall be amended as:
'The Supervisory Committee comprises four members, including one chairman and
one deputy chairman. The number of external supervisors (supervisors who are not
employees of the Company) of the Supervisory Committee shall not be less than
half of the total number of supervisors, and the number of supervisors assumed
by staff representatives shall not be less than one-third of the total number of
supervisors.
The term of office for a supervisor is three years and re-appointment is allowed
subject to re-election.
The appointment and removal of the chairman and deputy chairman of the
Supervisory Committee should be resolved and passed by more than two-third of
the members of the Supervisory Committee.'
The original Article 105 of the Articles shall be amended as:
'Supervisors assumed by shareholders of the Company shall be elected and
removed at a general meeting, and supervisors assumed by staff representatives
of the Company shall be democratically elected and removed by staff members of
the Company.'
4. Other Matters
(1) Shareholders of the Company should note that, pursuant to the Articles,
no transfer of shares of the Company will be registered from 29 October 2005 to
28 November 2005, both dates inclusive. Shareholders of the Company whose names
are registered in the register of members of the Company at the close of
business on 28 October 2005 are entitled to attend and vote at the EGM.
(2) Any 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) 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 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'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 EGM.
(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 EGM.
(6) Shareholders of the Company who intend to attend the EGM are required to
send the Notice of Attendance to the registered address of the Company by hand,
post, cable or fax on or before 7 November 2005. Completion and return of the
Notice of Attendance will not affect the right of shareholders of the Company to
attend the EGM.
(7) The EGM is expected to last for half a day. Shareholders of the Company
or their proxies (if any) attending the EGM 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
As at the date of this notice, the Directors are:
Zhai Ruoyu, Zhang Yi, Hu Shengmu, Kou Bingen, 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 Extraordinary
General Meeting of the Company to 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 28 November 2005.
Notes:
1. Name(s) registered in the register of members to be inserted in block
letters.
2. Please insert the number of shares 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 People's Republic of China. Postcode: 100053,
by hand, post, cable or fax on or before 7 November 2005. Tel: (8610) 8358 1905
Fax: (8610) 8397 7083 or (8610) 8358 1907
Signature(s):
Date: 2005
This information is provided by RNS
The company news service from the London Stock Exchange