Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this notice, make norepresentation as to its accuracy or completeness and expressly disclaimany liability whatsoever for any loss howsoever arising from or in relianceupon the whole or any part of the contents of this notice. DATANG INTERNATIONAL GENERATION CO., LTD(a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code:00991) NOTICE OF 2014 FIRST EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2014 first 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, thePeople's Republic of China (the "PRC") on 24 January 2014 (Friday) at 9:00 a.m.to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS 1. To consider and approve the "Resolution on the Financial Guarantee for 2014" (Note 1) 2. To consider and approve the "Resolution on Certain Continuing Connected Transactions of the Company for 2014" (Note 2) 3. To consider and approve the "Resolution on Supply of Coal by Inner Mongolia Datang International Xilinhaote Mining Company Limited to Enterprises Managed by the Company in 2014" (Note 3) 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"), theregister of members of the Company will be closed from 26 December 2013 to 24January 2014 (both dates inclusive), during which period no transfer of any Hshares of the Company will be registered. Holders of H shares whose namesappear on the register of members of the Company on 26 December 2013 areentitled to attend and vote at the EGM. In order to be entitled to theattendance of the EGM, Holders of H shares are required to deposit the transferdocument together with the relevant share certificates at the H share registrarof the Company, Computershare Hong Kong Investor Services Limited, at Rooms1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, HongKong at or before 4:30 p.m. on 24 December 2013. By Order of the Board ZhouGang SecretarytotheBoard Beijing, the PRC,9 December 2013 Notes: 1. The board of directors of the Company (the "Board") agreed the Company to provide joint liability guarantee for the financing of its recognised 18 controlling subsidiaries and associates (joint venture companies) with the total amount of RMB 7.035 billion in 2014; agreed the Company to adjust the amount of guarantee to be provided to the 18 controlling subsidiaries and associates (joint venture companies) within the limit of RMB7.035 billion based on the actual circumstances. If the amount of guarantee to be provided to a particular subsidiary is higher than the planned guarantee amount approved by the Board and the general meeting, disclosure shall be made separately in accordance with the relevant requirements; agreed the Company to provide guarantee to other controlling subsidiaries which are not listed above (including companies with gearing ratio over 70%) within the limit of RMB7.035 billion. However, the aggregate amount of guarantee to be provided for these companies shall not exceed 5% of the latest audited net assets of the Company and a separate announcement shall be made in relation to the guarantee in accordance with the relevant requirements. For more details of the financial guarantee for 2014, please refer to the announcement of the Company dated 6 December 2013. 2. On 9 December 2013, the Company or its subsidiaries entered into the Coal Purchase and Sale Framework Agreements with relevant parties. Below are the continuing connected transactions within 2014: 2.1 Supply of coal by Beijing Datang Fuel Company and Hong Kong Company to the power generation enterprises of CDC (1) Beijing Datang Fuel Company Limited ("Beijing Datang Fuel Company"), a controlling subsidiary of the Company, entered into the Coal Purchase and Sale Framework Agreements (Beijing-Datang) with each of the enterprises managed by the controlling shareholder China Datang Corporation ("CDC"), namely Datang Guiguan Heshan Power Generation Co., Ltd., Datang Huangdao Power Generation Co., Ltd. and Jiangsu Xutang Power Generation Co., Ltd.. The term of the agreement is from 1 January 2014 to 31 December 2014; Beijing Datang Fuel Company will supply coal to the aforesaid three enterprises managed by CDC within the term of the agreements, with an aggregate annual transaction amount (annual cap) of approximately RMB975 million; (2) Datang International (Hong Kong) Limited ("Hong Kong Company") entered into three Coal Purchase and Sale Framework Agreements (Hong Kong-Datang) with the aforesaid three enterprises managed by CDC and Hong Kong Company will supply coal to the aforesaid three enterprises managed by CDC within the term of the agreements, with an annual transaction amount (annual cap) of approximately RMB970 million; 2.2 Supply of coal by Beijing Datang Fuel Company and its subsidiary, Inner Mongolia Fuel Company, to enterprises managed by the Company (1) Beijing Datang Fuel Company entered into the Coal Purchase and Sale Framework Agreement (Beijing) with the Company. The term of the agreement is from 1 January 2014 to 31 December 2014; Beijing Datang Fuel Company will supply different types of coal to the Company within the term of the agreement, with an annual transaction amount (annual cap) of approximately RMB40.5 billion; (2) Inner Mongolia Datang Fuel Company Ltd. ("Inner Mongolia Fuel Company"), a wholly-owned subsidiary of Beijing Datang Fuel Company, entered into the Coal Purchase and Sale Framework Agreement (Inner Mongolia) with the Company. The term of the agreement is from 1 January 2014 to 31 December 2014; Inner Mongolia Datang Fuel Company will supply different types of coal to certain power generation enterprises of the Company within the term of the agreement, with an annual transaction amount (annual cap) of approximately RMB6.081 billion; 2.3 Supply of coal by Hong Kong Company to Beijing Datang Fuel Company Hong Kong Company entered into the Coal Purchase and Sale Framework Agreement(Hong Kong-Beijing) with Beijing Datang Fuel Company. The term of the agreement is from 1 January 2014 to 31 December 2014; Hong Kong Company will supply different types of coal to Beijing Datang Fuel Company within the term of the agreement, with an annual transaction amount (annual cap) of approximately RMB2.74 billion; 2.4 Supply of coal by Hong Kong Company to certain subsidiaries of the Company along the coast Hong Kong Company entered into the Coal Purchase and Sale Framework Agreement(Hong Kong-Beijing) with the Company. The term of the agreement is from 1 January 2014 to 31 December 2014; Hong Kong Company will supply different types of coal to Guangdong Datang International Chaozhou Power Generation Company Limited and Jiangsu Datang International Lvsigang Power Generation Company Limited, both being subsidiaries of the Company, within the term of the agreement, with an annual transaction amount (annual cap) of approximately RMB3.67 billion; For more details of the abovementioned purchase and sale of coal, please refer to the announcement of the Company dated 9 December 2013, and a circular will be dispatched to the shareholders by the Company. 3. On 9 December 2013, the Company entered into the Coal Purchase and Sale Framework Agreement (Xilinhaote) with Inner Mongolia Datang International Xilinhaote Mining Company Limited ("Xilinhaote Mining Company"), a subsidiary of the Company. The term of the agreement is from 1 January 2014 to 31 December 2014; Xilinhaote Mining Company will supply chemical feed coal and thermal coal to the coal chemical and power generation enterprises of the Company within the term of the agreement, with an aggregate transaction amount of approximately RMB2.318 billion (annual cap). For more details of the abovementioned purchase and sale of coal, please refer to the announcement of the Company dated 9 December 2013, and a circular will be dispatched to the shareholders by the Company. 4. Other Matters (1) Unless otherwise defined, capitalised term used herein shall have the same meanings as defined in the continuing connected transactions announcement of the Company dated 9 December 2013. (2) 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. (3) 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. (4) 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. (5) 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 3 January 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. (6) 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 PRCPostcode: 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, Cao Jingshan, 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