Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility forthe contents of this notice, make no representation as to its accuracy or completeness and expressly disclaimany liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of thecontents of this notice. 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 2013 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2013 annual general meeting (the "AGM") of Datang International Power GenerationCo., Ltd. (the "Company" or "Datang International") will be held at the meeting room of 5/F, InterContinentalHotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 12 June2014 (Thursday) at 9:00 a.m. to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS 1. to consider and approve the "Report of the Board of Directors (the "Board") for the Year 2013" (including Independent Directors' Report on Work) 2. to consider and approve the "Report of the Supervisory Committee for the Year 2013" 3. to consider and approve the "Proposal of Final Accounts for the Year 2013" 4. to consider and approve the "Profit Distribution Proposal for the Year 2013" (Note 1) 5. to consider and approve the "Resolution on the appointment of Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler" (Note 2) 6. to consider and approve the "Resolution on the Provision of Guarantee for the Financing of Datang Inner Mongolia Duolun Coal Chemical Company Limited" (Note 3) 7. to consider and approve the "Resolution on Certain Continuing Connected Transactions of the Company for 2014" (Note 4) SPECIAL RESOLUTION 8. to consider and approve the "Proposal on Proposing to the General Meeting to Grant a Mandate to the Board to Determine the Issuance of New Shares of Not More Than 20% of Each Class of Shares" (Note 5) 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 ofassociation of the Company (the "Articles"), the register of members of the Company will be closed from 14 May2014 (Wednesday) to 12 June 2014 (Thursday) (both dates inclusive), during which period no transfer of any Hshares of the Company will be registered. Holders of H shares whose names appear on the register of members ofthe Company on 14 May 2014 (Wednesday) are entitled to attend and vote at the AGM. In order to be entitled tothe attendance of the AGM, Holders of H shares are required to deposit the transfer document together with therelevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor ServicesLimited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before4:30 p.m. on 13 May 2014 (Wednesday). If the above ordinary resolution numbered 4 regarding "Profit Distribution Proposal for the Year 2013" isapproved by shareholders at the AGM and in order to confirm shareholders' entitlement to the final dividend, theregister of members of the Company will be closed from 19 June 2014 (Thursday) to 25 June 2014 (Wednesday) (bothdates inclusive) and no transfer of any H shares of the Company will be registered. Holders of H shares whosenames appear on the register of members of the Company on 25 June 2014 (Wednesday) are entitled to thedistribution of final dividend for the year 2013. To ensure the eligibility of receiving the proposed finaldividend, holders of H shares are required to deposit the transfer document together with the relevant sharecertificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, atRooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before 4:30 p.m.on 18 June 2014 (Wednesday). By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC 25 April 2014 Notes: 1. As audited by Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler, net profit attributable to the equity holders of the Company for the financial year ended 31 December 2013 under PRC Accounting Standards for Business Enterprises and International Financial Reporting Standards amounted to approximately RMB3,526,890,000 and RMB3,528,780,000, respectively. The Company withdrew 10% of the net profit of the parent company under PRC Accounting Standards for Business Enterprises as statutory surplus reserve amounting to approximately RMB322,170,000 for the year 2013. The Company's profit distribution proposal for the year 2013 is as follows: Based on the Company's total share capital (as at 31 December 2013, the Company's total share capital was 13,310,037,578 shares), the Company proposes to distribute a dividend of RMB0.12 per share (tax included) to all shareholders and the total amount of the dividends to be distributed is approximately RMB1,597,200,000. 2. The Board of the Company proposes to re-appoint Ruihua China CPAs (Special Ordinary Partnership) and RSM Nelson Wheeler as certified public accountants for carrying out the domestic and overseas auditing work of the Company for the year 2014. The appointment term is one year with the audit fee amounting to approximately RMB15,240,000. 3. Datang Energy and Chemical Company Limited ("Energy and Chemical Company"), a wholly-owned subsidiary of the Company, proposed to provide joint liability guarantee, in proportion to its equity holding (60%), to Datang Inner Mongolia Duolun Coal Chemical Company Limited ("Duolun Coal Chemical Company", its controlling subsidiary), for its financing (RMB1 billion) based on its actual needs. The guarantee amount shall be RMB600 million and shall be used for the replacement of due loans and the replenishment of liquid capital. For details of the abovementioned provisions of guarantee, please refer to the announcement of the Company dated 24 April 2014. 4. (1) Keqi Coal-based Gas Company and Energy and Chemical Marketing Company entered into The Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi) a. The Framework Agreement of Sale of Natural Gas entered into between Inner Mongolia Datang International Keshiketeng Coal-based Gas Company Limited ("Keqi Coal-based Gas Company"), the Company's subsidiary, and Datang Energy and Chemical Marketing Company Limited ("Energy and Chemical Marketing Company"), the Company's wholly-owned subsidiary. The agreement is effective from 18 December 2013 to 31 December 2014. During the term of the agreement, Keqi Coal-based Gas Company agreed to sell coal-based natural gas to Energy and Chemical Marketing Company with a maximum annual transaction amount of approximately RMB4.029 billion; b. The Sale and Purchase Contract of Chemical Products (Keqi) entered into between Keqi Coal-based Gas Company and Energy and Chemical Marketing Company. The agreement is effective from 18 December 2013 to 31 December 2014. During the term of the agreement, Keqi Coal-based Gas Company agreed to sell chemical products to Energy and Chemical Marketing Company with a maximum annual transaction amount of approximately RMB623 million; (2) The Sale and Purchase Contract of Chemical Products (Duolun) entered into between Duolun Coal Chemical Co., Ltd. and Energy and Chemical Marketing Company. The contract is for a term effective from 1 January 2014 to 31 December 2014. During the term of the agreement, Duolun Coal Chemical Co., Ltd. agreed to sell chemical products to Energy and Chemical Marketing Company with a maximum annual transaction amount of approximately RMB3.63 billion; For the details of the transactions, please refer to the continuing connected transactions announcement of the Company dated 25 April 2014 and the circular to be dispatched to the shareholders. 5. The Board agreed to propose to the AGM 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 shareholders' general meeting, exercise all rights of the Company to 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 allot or issue, either separately or concurrently, A shares and H shares with the respective numbers of A shares and H shares to be 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 allotted or issued, either separately or concurrently; (4) Subject to the restrictions of notes (1), (2) and (3) of this resolution and according to the Company's actual condition of the allotment or issuance 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". 6. Other Matters (1) Each of the 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. (2) If Holders of H shares have appointed more than one proxy to attend the AGM, 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 AGM. (4) 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 22 May 2014. Completion and return of the notice of attendance will not preclude a shareholder of the Company from attending and voting at the AGM in person. (5) The AGM 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: 100033Telephone: (8610) 8800 8669 or (8610) 8800 8682Fax: (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