Notice of 2014 Second EGM
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DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's Republic
of China)
(Stock Code: 00991)
NOTICE OF 2014 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2014 second extraordinary general meeting (the "EGM")
of Datang International Power Generation Co., Ltd. (the "Company" or "Datang
International") will be held at the function room of 5/F, Intercontinental Hotel,
No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China
(the "PRC") on 25 March 2014 (Tuesday) at 9:00 a.m. to consider and, if thought fit,
pass the following resolution:
SPECIAL RESOLUTION
1. To consider and approve the"Resolution on the Issuance of Debt Financing
Instruments" (Note 1)
CLOSURE OF THE REGISTER OF MEMBERS OF THE COMPANY
Holders of H shares of the Company ("Holders of H shares") should note that, pursuant
to the articles of association of the Company (the "Articles"), the register of
members of the Company will be closed from 24 February 2014 to 25 March 2014 (both
dates inclusive), during which period no transfer of any H shares of the Company will
be registered. Holders of H shares whose names appear on the register of members of
the Company on 24 February 2014 are entitled to attend and vote at the EGM. In order
to be entitled to the attendance of the EGM, 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 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai,
Hong Kong at or before 4:30 p.m. on 21 February 2014.
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
7 February 2014
Notes:
1. In order to optimise the debt structure, reduce the cost of financing and
increase the financial risk management capabilities of the Company, the
Company contemplates to apply to the National Association of Financial Market
Institutional Investors ("NAFMII") for registering the issue limit of the
medium-term notes with a principal amount of not exceeding RMB6 billion and
short-term debentures with a principal amount of not exceeding RMB5 billion
and to be issued in tranches within the effective period of the registration
according to the funding requirements following and market conditions. The
proceeds will mainly be used to replenish the working capital of the Company
and for replacement of bank borrowings due by the Company. The Company
proposes the following matters for shareholders' consideration and approval
at the EGM:
(1) Approve the Company to apply to the NAFMII for registering the issue
of medium-term notes with a principal amount of not exceeding RMB6
billion and short-term debentures with a principal amount of not
exceeding RMB5 billion for a period of 12 months from the date of
approval by the shareholders at the extraordinary general meeting
and to be issued in tranches within the effective period of the
registration;
(2) Approve the authorisation of any two of the Company's directors or
the management of the Company to conduct all relevant matters in
relation to the registration and issuance of the medium-term notes
and short-term debentures; including but not limited to the
determination of the amount, term, specific terms, conditions and
other relevant matters of each tranche of the medium-term notes and
short-term debentures based on the needs of the Company and market
conditions, and the execution of all necessary legal documents.
2. Other Matters
(1) Each of the Holders of H shares 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.
(2) If Holders of H shares have appointed more than one proxy to attend
the EGM, the proxies can only exercise their voting rights by way of
poll.
(3) To be valid, Holders of H shares must deliver the proxy form, and if
such proxy form 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 at
17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong, in not less than 24 hours before the time scheduled for
holding the EGM.
(4) Holders of H shares who wish to attend the EGM are required to return
the notice of attendance by hand, post, cable or fax to the Company's
office address on or before 4 March 2014. Completion and return of
the notice of attendance will not preclude a shareholder of the
Company from attending and voting at the EGM in person.
(5) The EGM is expected to last for one hour. Attending shareholders and
their proxies shall be responsible for their own travel and
accommodation expenses.
The Company's office address:
No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC
Postcode: 100033
Telephone: (8610) 8800 8669 or (8610) 8800 8682
Fax: (8610) 8800 8672
As at the date of this notice, the directors of the Company are:
Chen Jinhang, Hu Shengmu, Wu Jing, Fang Qinghai, Zhou Gang,
Li Gengsheng, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang,
Dong Heyi*, Ye Yansheng*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive director