NOTICE OF H SHARES MEETING
Datang Intl Power Generation Co Ld
03 May 2006
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 H SHARES CLASS MEETING
NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ('RMB')
denominated ordinary shares of RMB1.00 each in the registered capital of
Datang International Power Generation Co., Ltd. (the 'Company') which are
subscribed for and traded in Hong Kong dollars ('H Shares') will be held on
20 June 2006 at 11:00 a.m. (or immediately after the 2005 annual general meeting
of the Company (the '2005 AGM') to be held on the same date and at the same
place) at Conference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu
District, Beijing, the People's Republic of China (the 'PRC') (the 'H
Shares Class Meeting') to consider and, if thought fit, to pass the following
resolution:
THAT the validity period of all relevant resolutions relating to the A Shares
Issue (as defined below) and referred to in special resolution numbered one in
the notices of the 2004 EGM (as def ined below) and 2004 CSMs (as defined
below) dated 6 May 2004 in the same structure and manner and in essentially
identical terms as those considered and passed at the extraordinary general
meeting ('2004 EGM') and the class shareholders meeting of the Company for
each of the holders of H Shares and holders of domestic shares of the Company ('
2004 CSMs') held on 22 June 2004 and the authorisation of the board of
directors of the Company (the 'Board') to make the final decision, do all
acts and sign all such agreements and/or documents as the Board deems necessary
for completing the A Shares Issue be extended for a further one year commencing
from the date of the passing of this special resolution be and is hereby
considered and approved. (note 1)
By order of the Board
Yang Hongming
Company Secretary
Beijing, the PRC, 3 May 2006
Notes:
1. At the 2004 EGM and the 2004 CSMs, the resolutions in relation to the
Company's application for the issue of not more than 1,000,000,000 RMB
denominated ordinary shares of RMB1.00 each ('A Shares'), comprising a
private placing of not more than 301,704,761 A Shares and 92,358,600 A Shares to
China Datang Corporation and Tianjin Jinneng Investment Company, respectively,
and a public offer of not more than 605,936,639 A Shares to natural persons and
institutional investors within the PRC (except those prohibited by PRC laws and
regulations) (the '(S)A Shares Issue!) were considered and approved. The Board
was authorised to make all decisions in relation to the A Shares Issue which was
valid for one year from the date of the 2004 EGM and the 2004 CSMs, expired on
21 June 2005. By way of special resolutions sought at the 2004 AGM and 2005 CSMs
held on 21 June 2005, the Company obtained the approval from the Company's
shareholders for the refreshment of all relevant resolutions relating to the A
Shares Issue in the same structure and manner and in essentially identical terms
as those considered and passed at the 2004 EGM and the 2004 CSMs for a one year
period expiring on 20 June 2006. As at the date hereof, the A Shares Issue is
not completed. The Board resolved to seek approval from the shareholders of the
Company to refresh the validity period of the A Shares Issue and the
authorisation of the Board to do all act in respect thereof as it sees fit for a
further period of one year from the date of this H Shares Class Meeting.
2. 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 21 May to 20 June 2006, 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 19
May 2006 are entitled to attend and vote at the H Shares Class Meeting.
(2) Every shareholder of the Company entitled to attend and vote at the H Shares
Class Meeting is entitled to appoint one or more proxies to attend and vote on
his 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 appointer pursuant to a power of
attorney or other authority, the power of attorney or other authority under
which it is signed or a certif ied 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 46/F, Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the
time scheduled for holding the H Shares Class Meeting.
(5) Shareholders of the Company who wish to attend the H Shares Class Meeting
are required to return the notice of attendance 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 30 May 2006 (3 weeks before the date of the H Shares
Class Meeting). Completion and return of the proxy form and notice of attendance
will not preclude a holder of H Shares from attending and voting at the H Shares
Class Meeting in person.
(6) The H Shares Class Meeting is expected to last for about half an hour.
Holders of H Shares and their proxies attending the H Shares Class Meeting shall
be responsible for their own travel and accommodation expenses.
As at the date of this notice, the directors of the Company are:!V
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 H Shares Class Meeting
Name of shareholder (Note 1)
Number of shares held (Note 2) H Shares I/We intend
to attend, or appoint a proxy (proxies) to attend the H shares class meeting of
Datang International Power Generation Co., Ltd. (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 11:00 a.m. on Tuesday,
20
June 2006.
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 H 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 People's Republic of China. Postcode : 100053,
by hand, post, cable or fax on or before 30 May 2006. Tel: (8610) 83581905 Fax:
(8610) 83977083 or (8610) 83581907.
Signature(s):
Date: 2006
This information is provided by RNS
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