Proposed Amendment to Article
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in DATANG INTERNATIONAL POWER GENERATION COMPANY LIMITED, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 991)
USE OF THE COMPANY'S OWN WEBSITE FOR
SENDING OR SUPPLYING CORPORATE COMMUNICATION TO
SHAREHOLDERS OF H SHARES
AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF 2008 AGM
A letter from the Board of Datang International Power Generation Co., Ltd. (the 'Company') is set out on pages 3 to 5 of this circular.
The Company will convene the 2008 AGM at 9:00 a.m. on Wednesday, 3 June 2009 at the function room of 5/F., Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the PRC. The notice convening the 2008 AGM is set out on pages 10 to 20 of this circular and the relevant notice of attendance and proxy form are enclosed with this circular. Shareholders who wish to attend the 2008 AGM are required to return the notice of attendance in accordance with the instructions printed thereon as soon as possible and in any event not later than 12 May 2009.
Completion and return of the proxy form shall not preclude you from attending and voting in person at the 2008 AGM or at any adjourned meetings should you so wish.
17 April 2009
Page
Definitions 1
Letter from the Board 3
Appendix - Proposed Amendments to the Articles of Association 6
Notice of 2008 Annual General Meeting 10
In this circular, unless otherwise indicated in the context, the following expressions have the meaning set out below:
'2008 AGM' the 2008 annual general meeting of the Company to be held at the function room of 5/F., Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the PRC on Wednesday, 3 June 2009 at 9:00 a.m., notice of which is set out on pages 10 to 20 of this circular
'A Shares' the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each and are listed on the Shanghai Stock Exchange
'Articles of Association' the articles of association of the Company
'Board' the board of Directors
'Company' Datang International Power Generation Co., Ltd. (大唐國際發電股份有限公司), a sino-foreign joint stock limited company incorporated in the PRC on 13 December 1994, of which the H Shares are listed on the Stock Exchange and The London Stock Exchange Limited and the A Shares are listed on the Shanghai Stock Exchange
'Corporate Communication' any document issued or to be issued by the Company for the information or action of holders of any of the Company's securities, including but not limited to: (a) the directors' report, its annual accounts together with a copy of the auditor's report and, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form
'Directors' the directors of the Company
'H Shares' the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and the London Stock Exchange
'Listing Rules' The Rules Governing the Listing of Securities on the Stock Exchange
'PRC' the People's Republic of China
'Proposed Amendments' the proposed amendments to the Articles of Association, details of which are set out in Appendix herein
'Shareholder(s)' shareholders of the Company
'Stock Exchange' The Stock Exchange of Hong Kong Limited
(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 991)
Executive Directors: Office address:
Mr. Cao Jingshan No.9 Guangningbo Street
Mr. Zhou Gang Xicheng District
Beijing, 100140
Non-executive Directors: the PRC
Mr. Zhai Ruoyu (Chairman)
Mr. Hu Shengmu Principal place of business
Mr. Fang Qinghai in Hong Kong:
Mr. Liu Haixia c/o Stephen Mok & Co.
Ms. Guan Tiangang 21/F, ICBC Tower, Citibank Plaza
Mr. Su Tiegang 3 Garden Road, Central
Mr. Ye Yonghui Hong Kong
Mr. Li Gengsheng
Independent non-executive Directors:
Mr. Xie Songlin
Mr. Liu Chaoan
Mr. Yu Changchun
Mr. Xia Qing
Mr. Li Hengyuan
17 April 2009
To the Shareholders
Dear Sir or Madam
USE OF THE COMPANY'S OWN WEBSITE FOR
SENDING OR SUPPLYING CORPORATE COMMUNICATION TO
SHAREHOLDERS OF H SHARES
AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF 2008 AGM
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the 2008 AGM relating to, among other things:-
(i) the proposed use of the Company's own website for sending or supplying Corporate Communication to the shareholders of H Shares who met the conditions set out hereunder; and
(ii) the Proposed Amendments.
1. USE OF THE COMPANY'S OWN WEBSITE FOR SENDING OR SUPPLYING Corporate Communication TO SHAREHOLDERS OF H SHARES WHO MET THE CONDITIONS
In order to save mailing and printing costs, increase efficiency in communication with holders of H Shares and contribute to environmental protection, the Company proposes that it may send or supply Corporate Communication to its shareholders holders of H Shares in relation to whom the following conditions (as required by Rule 2.07A (2A)(b) of the Listing Rules) are met by making such Corporate Communication available on the Company's own website: (i) each holder of H Shares of the Company has been asked individually by the Company to agree that the Company may send or supply Corporate Communication generally, or the Corporate Communication in question, to him by means of the Company's own website; and (ii) the Company has not received a response indicating objection from such holder of H Shares within the period of 28 days beginning with the date on which the Company's request was sent. The holders of H Shares in relation to whom the aforesaid two conditions are met shall be taken to have agreed that the Company may send or supply Corporate Communication to such shareholders by making such Corporate Communication available on the Company's own website.
2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
As a result of the change of office address of the Company, the requirements of 'Decisions concerning Revisions to Certain Regulations on Cash Dividends of Listed Companies (Order No.57 of China Securities Regulatory Commission)' made by the China Securities Regulatory Commission and the recent amendments to the Listing Rules in relation to the use of electronic means to make available Corporate Communication to shareholders, the Board proposed to make certain amendments to the Articles of Association in order to comply with the relevant requirements and regulations of the regulatory authorities. According to the Articles of Association and the relevant laws and regulations, 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 special resolution to consider and approve the Proposed Amendments will be proposed at the 2008 AGM. The Proposed Amendments deal with matters relating to a number of areas, including, among other things:-
(i) the change of office address;
(ii) the change of dividend policy of listed companies; and
(iii) the change of means of sending or supplying Corporate Communication.
The Company has received a confirmation from its Hong Kong legal adviser, Stephen Mok & Co, confirming that the Proposed Amendments are in compliance with the applicable provisions under the Listing Rules. The Company has also received a confirmation from its PRC legal adviser, Beijing Hylands Law Firm confirming that the Proposed Amendments are in compliance with the applicable laws and regulations in the PRC and as required by the China Securities Regulatory Commission.
3. 2008 AGM
A notice of the 2008 AGM is set out on pages 10 to 20 of this circular. A form of proxy for use at the 2008 AGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be lodged with in accordance with the instructions printed thereon and lodge the same with the Company's H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Room 1806-1807, 18th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time scheduled for holding of the 2008 AGM.
RECOMMENDATION
The Directors consider that each of the proposed resolutions set out in the notice of the 2008 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of each of such proposed resolutions.
Yours faithfully,
By Order of the Board of
Datang International Power Generation Co., Ltd.
Zhou Gang
Secretary to the Board
The Proposed Amendments are set out as follows:-
Article 4
The original Article 4 which provides:
'Article 4
The Company's Office address: 482 Guanganmen Nei Street, Xuanwu District, Beijing.
Postal Code: 100053
Telephone: 83581901
Facsimile: 83581907'
is proposed to be amended as follows:
'Article 4
The Company's Office address: No. 9 Guangningbo Street, Xicheng District, Beijing.
Postal Code: 100140
Telephone: 88008800
Facsimile: 88008111'
Article 208
The original Article 208 which provides:
'Article 208
1. The Company may distribute dividends by way of cash or bonus shares (or a combination of both).
(1) Dividends or other distributions on ordinary shares shall be distributed and denominated in Renminbi.
(2) Dividends or other cash distributions on domestic shares shall be paid in Renminbi.
(3) Dividends or other cash distributions payable on overseas-listed foreign-investment shares listed in Hong Kong and London shall be paid in Hong Kong dollars in accordance with the requirements relating to foreign exchange administration in the PRC. The conversion rate shall be the average of the closing Renminbi-Hong Kong dollar conversion rates quoted by the People's Bank of China on each business day in the calendar week preceding the date of declaration of dividend or distributions.
2. Unless otherwise resolved at the general meeting, the board can distribute interim dividends or bonus.
3. When distributing dividends to shareholders, the Company shall make withholdings for tax payable on dividend payable to shareholders in accordance with PRC tax law.
4. When the Company distributes dividends in the form of shares, approval shall be obtained from the State's examination and approval authority.'
is proposed to be amended as follows:
'Article 208
The content of the dividend distribution policy of the Company is as follows:
1. The Company may distribute dividends by way of cash or bonus shares (or a combination of both).
(1) Dividends or other distributions on ordinary shares shall be distributed and denominated in Renminbi.
(2) Dividends or other cash distributions on domestic shares shall be paid in Renminbi.
(3) Dividends or other cash distributions payable on overseas-listed foreign-investment shares listed in Hong Kong and London shall be paid in Hong Kong dollars in accordance with the requirements relating to foreign exchange administration in the PRC. The conversion rate shall be the average of the closing Renminbi-Hong Kong dollar conversion rates quoted by the People's Bank of China on each business day in the calendar week preceding the date of declaration of dividend or distributions.
2. Unless otherwise resolved at the general meeting, the board is authorised by the general meeting to distribute interim dividends or bonus.
3. When distributing dividends to shareholders, the Company shall make withholdings for tax payable on dividend payable to shareholders in accordance with PRC tax law.
4. When the Company distributes dividends in the form of shares, approval shall be obtained from the State's examination and approval authority.
5. The Company shall disclose information relating to profit appropriation in accordance with the state's laws, rules and regulations.
The dividend distribution policy of the Company shall be consistent and stable.'
Article 239
The original Article 239 which provides:
'Article 239
Save as otherwise provided in the Articles:
Any notice, information and other documents to be given by the Company to the holders of overseas-listed foreign-investment share shall be delivered or sent by post to each holder of the overseas-listed foreign-investment shares at their registered address;
Where notice is given by way of announcement according to any right exercised pursuant to the Articles, such notice shall be given by means of public announcements in newspapers;
With regard to joint shareholders, the Company is only required to deliver or send any notice, information or other documents to one of such joint shareholders.
The Company's notice delivered by courier shall be signed in hand (or by stamp) by the recipient on the receipt and the date of arrival shall be the date of signing of receipt; the Company's notice dispatched by post shall have the second working day upon handover to the postal service as the date of arrival. The Company's notice delivered in the form of announcement shall have the date of first publication as the date of arrival.
Meetings or resolutions made on meetings shall not be voided on the grounds that meeting notices are not dispatched, by accident or by mistake, to anyone entitled to receiving such notices or that such persons have not received the meeting notices.'
is proposed to be amended as follows:
'Article 239
Notices, corporate communication and other printed materials of the Company shall be dispatched by the following means:
1. delivery in person;
2. delivery by post;
3. sent by facsimile or email;
4. publication on the Company's website and/or the website designated by the stock exchange on which the Company's shares are listed, subject to the applicable laws, administrative regulations and related requirements of the securities regulatory bodies in the place where the Company's shares are listed;
5. publication in newspapers and/or other designated media in the form of announcement;
6. delivery through other means permitted by the securities regulatory bodies in where the Company's shares are listed.
Notwithstanding the requirements in the Articles of Association regulating the means of publication or announcement of any documents, notices and other corporate communication, the Company is entitled to publish its corporate communication in accordance with Article 239(4) subject to the listing rules of the stock exchanges on which the Company's shares are listed.
The above corporate communication refers to any document issued or to be issued by the Company for the information or action of holders of any of the Company's securities, including but not limited to: (a) the directors' report, its annual accounts together with a copy of the auditor's report and, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form.
(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) |
||
|
|
|
|
|
|
||
|
|
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: (8610) 8800 8800 or (8610) 8800 8682
Fax: (8610) 8800 8111 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
This information is provided by RNS
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