Datang Intl H Regulatory News (DAT)

5 Jul 2006 07:00

Datang Intl Power Generation Co Ld05 July 2006 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes norepresentation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Datang International Power Generation Co., Ltd. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) MAJOR TRANSACTION SUPPLEMENTAL ANNOUNCEMENT Reference is made to the Announcement in respect of the Investment Agreement which constitutes a major transaction ofthe Company under the Listing Rules. Since no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve theInvestment Agreement and the Company has obtained written confirmation approving the Investment Agreement from each ofChina Datang Corporation, Beijing Energy Investment (Group) Company, Hebei Construction Investment Company and TianjinJinneng Investment Company, who together hold an aggregate of 3,732,180,000 Domestic Shares representing approximately72.29% of the issued share capital of the Company, the shareholders' approval requirement under Rule 14.40 of theListing Rules has therefore been satisfied by means of written Shareholders' approval pursuant to Rule 14.44 of theListing Rules and a general meeting of the Company to approve the Investment Agreement will not be held. A circular containing details of the Investment Agreement will be despatched to the Shareholders on 5 July 2006. Reference is made to the announcement of the Company dated 13 June 2006 (the "Announcement") in respect of theInvestment Agreement which constitutes a major transaction of the Company under the Listing Rules. Terms used hereinshall have the same meanings as those defined in the Announcement unless stated otherwise. METHOD OF APPROVAL BY SHAREHOLDERS Under Rule 14.40 of the Listing Rules, the Investment Agreement is subject to, inter alia, Shareholders' approvalrequirement. Pursuant to Rule 14.44 of the Listing Rules, such Shareholders' approval requirement can be satisfied bymeans of the written approval from a closely allied group of Shareholders who together hold more than 50% in nominalvalue of the Shares giving the right to attend and vote at such general meeting of the Company to approve theInvestment Agreement. As at the date of this announcement, the Company has obtained written confirmation approving theInvestment Agreement from each of China Datang Corporation, Beijing Energy Investment (Group) Company, HebeiConstruction Investment Company and Tianjin Jinneng Investment Company, who holds 1,828,768,200 Domestic Shares,671,792,400 Domestic Shares, 671,792,400 Domestic Shares and 559,827,000 Domestic Shares, respectively, representingapproximately 35.43%, 13.01%, 13.01% and 10.84%, respectively, of the issued share capital of the Company. Each of (a) China Datang Corporation (or its predecessor, North China Power Group Company, which transferred its entireshareholding in the Company to China Datang Corporation by way of administrative allocation on 9 April 2003 without anychange of ultimate beneficial ownership since both China Datang Corporation and North China Power Group Company werewholly-owned by the PRC government), (b) Beijing Energy Investment (Group) Company (or its predecessor, BeijingInternational Power Development and Investment Company, which transferred its entire shareholding in the Company toBeijing Energy Investment (Group) Company by way of administrative allocation in December 2004 without any change ofultimate beneficial ownership since both Beijing International Power Development and Investment Company and BeijingEnergy Investment (Group) Company were wholly-owned by the PRC government), and (c) Hebei Construction InvestmentCompany has been Shareholder since the incorporation of the Company (formerly known as Beijing Datang Power GenerationCo., Ltd.) in December 1994. Tianjin Jinneng Investment Company has been Shareholder since 1999. Each of China Datang Corporation (or its predecessor, North China Power Group Company), Beijing Energy Investment(Group) Company (or its predecessor, Beijing International Power Development and Investment Company), HebeiConstruction Investment Company and Tianjin Jinneng Investment Company had voted in an affirmative way (save and exceptin the event that any of them was required to abstain from voting under the Listing Rules) on each of the Shareholders'resolutions (other than routine resolutions at annual general meetings of the Company) for the past 3 years (includingthe voting by way of written Shareholders' approval, where applicable). In view of the above, China Datang Corporation, Beijing Energy Investment (Group) Company, Hebei ConstructionInvestment Company and Tianjin Jinneng Investment Company could be viewed as a closely allied group of Shareholders forthe purpose of approving the Investment Agreement. Since no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve theInvestment Agreement and the Company has obtained written confirmation approving the Investment Agreement from each ofChina Datang Corporation, Beijing Energy Investment (Group) Company, Hebei Construction Investment Company and TianjinJinneng Investment Company, who together hold an aggregate of 3,732,180,000 Domestic Shares representing approximately72.29% of the issued share capital of the Company, the shareholders' approval requirement under Rule 14.40 of theListing Rules has therefore been satisfied by means of written Shareholders' approval pursuant to Rule 14.44 of theListing Rules and a general meeting of the Company to approve the Investment Agreement will not be held. CIRCULAR A circular containing details of the Investment Agreement will be despatched to the Shareholders on 5 July 2006. By Order of the Board Yang Hongming Company Secretary Bejing, the PRC, 4 July 2006 As at the date of this announcement, the Directors are: Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, TongYunshang, Xie Songlin*, Xu Daping*, Liu Chaoan*, Yu Changchun* and Xia Qing* * independent non-executive Directors This information is provided by RNS The company news service from the London Stock Exchange