Result of EGM
Beijing Datang Power Generation Com
23 June 2004
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(formerly known as Beijing Datang Power Generation Co. Ltd.)
(A Sino-foreign Joint Stock Limited Company incorporated in the People's
Republic of China)
(Stock Code: 991)
RESOLUTIONS PASSED AT EXTRAORDINARY GENERAL MEETING,
H SHARES CLASS MEETING AND DOMESTIC SHARES CLASS MEETING
Datang International Power Generation Co., Ltd. (the 'Company') held its
extraordinary general meeting ('EGM'), H Shares Class Meeting and Domestic
Shares Class Meeting at the Company's Conference Room No. 804, No. 482,
Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China
on 22 June 2004. The convening of the EGM, H Shares Class Meeting and Domestic
Shares Class Meeting complied with the Company Law of the People's Republic of
China and the articles of association of the Company.
The following resolutions were passed as special resolutions at the EGM, H
Shares Class Meeting and Domestic Shares Class Meeting:
I. The following resolutions were passed as special resolutions at the EGM:
1. The Company's application for the proposed issue of not more than 1,000,000,000 Renminbi ('RMB')
denominated ordinary shares ('A Shares'), comprising a private placing of A Shares made to China
Datang Corporation and Tianjin Jinneng Investment Company and a public offer of A Shares to the
public (the 'A Share Issue') was approved. The A Shares proposed to be issued shall be of par value
RMB1.00 each and the A Shares proposed to be issued to the public shall be listed on the Shanghai
Stock Exchange. Details are as follows:-
(1) the Company's issue of not more than 1,000,000,000 A Shares pursuant to the proposed A Share
Issue was approved;
(2) the Company's private placing in the form of state-owned legal person shares, which are
provisionally prohibited from listing and trading, of 301,704,761 and 92,358,600 state-owned
legal person shares to China Datang Corporation and Tianjin Jinneng Investment Company
respectively out of the total amount of A Shares to be issued by the Company pursuant to the
proposed A Share Issue stated in the above resolution 1(1) was approved (China Datang
Corporation and Tianjin Jinneng Investment Company were abstained from voting);
(3) the Company's issue of not more than 605,936,639 A Shares to the public out of the total
amount of A Shares to be issued by the Company pursuant to the proposed A Share Issue stated
in the above resolution 1(1) was approved;
(4) the A Shares to be issued by the Company pursuant to the proposed A Share Issue shall be of
par value RMB1.00 was approved;
(5) the A Shares to be issued by the Company to the public shall be applied to be listed on the
Shanghai Stock Exchange was approved;
(6) the A Shares to be issued by the Company to the public pursuant to the proposed A Share
Issue shall be issued to natural persons and institutional investors within the PRC (except
those prohibited by PRC laws and regulations) who and which have established shareholder
accounts was approved;
(7) the proposal in relation to the share of accumulated profits among the new and old
shareholders of the Company after the completion of the proposed A Share Issue was approved;
(8) the authorisation of the board of directors of the Company to make final decision in
relation to the proposal of the A Share Issue, sign all such agreements and/or documents,
carry out all such procedures and take all such actions as they deem necessary, in
connection with the completion of the proposed A Share Issue as well as the execution and
completion of the procedures for the listing on the Shanghai Stock Exchange of such portion
of shares to be issued to the public in the PRC after the completion of the A Share Issue
was approved.
2. all decisions made by the Company in relation to the A Share issue were approved, i.e. all
resolutions mentioned in 1 above, shall be valid for one year from the date of passing of the
relevant resolutions at the EGM and being approved by way of resolutions by holders of H Shares of
the Company at a H Shares Class Meeting and by holders of domestic shares of the Company at a
Domestic Shares Class Meeting.
3. the Company's proposed plan in relation to the use of proceeds from the A Share Issue was approved,
and the board of directors of the Company be and is hereby authorised to determine the final plan of
the use of proceeds.
4. the authorisation of the board of directors of the Company to complete and file the amendments to
the articles of association of the Company with the relevant authorities for approval to such
amendments was approved.
5. the amendments to the articles of association of the Company were approved, i.e. the change of the
Company's name from Beijing Datang Power Generation Co. Ltd.' to Datang International Power Generation Co.
Ltd.', and that the board of directors of the Company be and is hereby authorized to file the
amendments to the articles of association of the Company with the relevant authorities for approval
to such amendments.
II. The following resolutions were passed at the H Shares Class Meeting by more than two thirds of the
shareholders of the Company with voting rights in issue:
1. The Company's application for the proposed issue of not more than 1,000,000,000 Renminbi ('RMB')
denominated ordinary shares ('A Shares'), comprising a private placing of A Shares made to China
Datang Corporation and Tianjin Jinneng Investment Company and a public offer of A Shares to the
public (the 'A Share Issue') was approved. The A Shares proposed to be issued shall be of par value
RMB1.00 each and the A Shares proposed to be issued to the public shall be listed on the Shanghai
Stock Exchange. Details of which are stated in the above EGM resolutions 1(1) to (8);
2. all decisions made by the Company in relation to the A Share Issue were approved, i.e. all
resolutions mentioned in 1 above, shall be valid for one year from the date of passing of the
relevant resolutions at the EGM and being approved by way of resolutions by holders of H Shares of
the Company at a H Shares Class Meeting and by holders of domestic shares of the Company at a
Domestic Shares Class Meeting.
III. The following resolutions were passed at the Domestic Shares Class Meeting by more than two thirds of the
shareholders of the Company with voting rights in issue:
1. The Company's application for the proposed issue of not more than 1,000,000,000 Renminbi ('RMB')
denominated ordinary shares ('A Shares'), comprising a private placing of A Shares made to China
Datang Corporation and Tianjin Jinneng Investment Company and a public offer of A Shares to the
public (the 'A Share Issue') was approved. The A Shares proposed to be issued shall be of par value
RMB1.00 each and the A Shares proposed to be issued to the public shall be listed on the Shanghai
Stock Exchange. Details of which are stated in the above EGM resolutions 1(1) to (8);
2. all decisions made by the Company in relation to the A Share Issue were approved, i.e. all
resolutions mentioned in 1 above, shall be valid for one year from the date of passing of the
relevant resolutions at the EGM and being approved by way of resolutions by holders of H Shares of
the Company at a H Shares Class Meeting and by holders of domestic shares of the Company at a
Domestic Shares Class Meeting.
By Order of the Board
Yang Hongming
Company Secretary
Beijing, the People's Republic of China, 22 June 2004
As at the date of this announcement, the directors of the Company are:-
Zhai Ruoyu, Yu Hongji, Zhang Yi, Hu Shengmu, Yang Hongming, Wang Xianzhou, Liu
Haixia, Su Tiegang, Ye Yonghui, Tong Yunshang, Zhang Wantuo, Yang Jiayi, Xu
Daping*, Wu Zhentao*
* independent non-executive directors
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