Notice of Class Meeting
Beijing Datang Power Generation Com
07 May 2004
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 22 June 2004 at
11:30 a.m. (or immediately after the extraordinary general meeting of the
Company 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 resolutions:
1. THAT the Company's application for the proposed issue of not more than
1,000,000,000 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), be and is hereby considered and 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) THAT the Company's issue of not more than 1,000,000,000 A Shares pursuant to
the proposed A Share Issue be and is hereby considered and approved (Note 1);
(2) THAT 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 special resolution 1(1) be and is hereby considered
and approved (Note 2);
(3) THAT 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 special resolution 1(1) be and is
hereby considered and approved;
(4) THAT the shares to be issued by the Company pursuant to the proposed A Share
Issue shall be of par value RMB1.00 be and is hereby considered and approved;
(5) THAT the A Shares to be issued by the Company to the public shall be listed
on the Shanghai Stock Exchange be and is hereby considered and approved;
(6) THAT 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 be and is hereby considered
and approved;
(7) THAT 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 be and is hereby considered and approved (Note 3);
(8) THAT the board of directors of the Company be and is hereby authorised 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.
2. THAT all decisions made by the Company in relation to the A Share Issue,
i.e. all resolutions mentioned in resolution 1 above, shall be valid for one
year from the date of passing of the relevant resolutions at the forthcoming H
Shares Class Meeting and being approved by way of resolutions at an
extraordinary general meeting and the domestic shares class meeting of the
Company be and is hereby considered and approved.
By order of the Board
Yang Hongming
Company Secretary
Beijing, the People's Republic of China, 6 May 2004
Notes:
1. The proposed A Share Issue and the Company's proposed plan in relation to
the use of net proceeds from the A Share Issue
The Company's shareholders are reminded to read carefully details of the
proposed A Share Issue as well as the relevant content of the proposal made by
the Company in relation to the use of proceeds from the A Share Issue as
contained in the announcement of the Company dated 6 May 2004 (the '
Announcement). Further details will be included in a circular to be despatched
to the shareholders of the Company (the 'Circular').
2. Private placing of state-owned legal person shares to holders of domestic
shares of the Company ('Domestic Shares')
Both China Datang Corporation and Tianjin Jinneng Investment Company are
substantial shareholders of the Company. Accordingly, the Company's private
placing of A Shares, being state-owned legal person shares which are
provisionally prohibited from listing and circulating, to the aforesaid holders
of Domestic Shares will constitute connected transactions of the Company as
defined under the Rules governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited and is subject to the Company's independent
shareholders approval respectively. Details of such private placing of A Shares
are contained in the Announcement and Circular.
3. Arrangement on accumulated profits
After the completion of the Company's A Share Issue, the Company's
unappropriated accumulated profits as at the date of such issue shall be shared
among the new and old shareholders of the Company.
4. Other matters
(A) The Company's 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 22 May 2004 to 22 June 2004, both dates inclusive, during
which period no transfer of shares will be registered. The Company's holders of
H Shares, whose names appear on the register of members of the Company on 22 May
2004 are entitled to attend and vote at the H Shares Class Meeting.
(B) 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.
(C) Where a holder of H Shares appoints more than one proxy, his proxies may
only vote in a poll.
(D) To be valid, holders of H Shares must deliver the form of proxy 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 certified 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, which is located at Rooms
1712-16 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.
(E) Shareholders of the Company who wish to attend the H Shares Class Meeting
are required to return to the Company's H Share registrar Computershare Hong
Kong Investor Services Limited, which is located at Rooms 1712-16 Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong, notice of attendance on or
before 1 June 2004 (3 weeks before the date of the meeting). Completion and
return of the form of proxy and notice of attendance will not preclude a holder
of H Shares from attending and voting at the H Shares Class Meeting in person.
(F) 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 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
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 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 11:30 a.m. on Tuesday, 22 June 2004.
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 H Share registrar Computershare Hong Kong Investor Services
Limited at Rooms 1712-16, Hopewell Centre, 183 Queen's Road East, Wanchai,
Hong Kong, by hand, post, cable or fax on or before 1 June 2004. Fax:
(852) 2529 6087 or (852) 2865 0990.
Signature(s):
Date: 2004
This information is provided by RNS
The company news service from the London Stock Exchange