Datang Intl H Regulatory News (DAT)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes noresponsibility for the contents of this notice, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents 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 2014 THIRD EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2014 third extraordinary general meeting (the "EGM") ofDatang International Power Generation Co., Ltd. (the "Company" or "DatangInternational") will be held at the function room of 5/F, Intercontinental Hotel, No. 11Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 27August 2014 (Wednesday) at 9:30 a.m. to consider and, if thought fit, pass the followingresolutions: ORDINARY RESOLUTIONS 1. To consider and approve the "Resolution on the Investment for Construction of Guangdong Datang International Leizhou Thermal Power Project" (Note 1) 2. To consider and approve the "Resolution on the Adjustments of Directors of the Company" (Note 2) SPECIAL RESOLUTION 3. To consider and approve the"Resolution on the Issuance of Medium-Term Notes (with Long-Term Option)" (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 thearticles of association of the Company (the "Articles"), the register of members of theCompany will be closed from 29 July 2014 to 27 August 2014 (both dates inclusive), duringwhich period no transfer of any H shares of the Company will be registered. Holders of Hshares whose names appear on the register of members of the Company on 29 July 2014 areentitled 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 relevantshare certificates at the H share registrar of the Company, Computershare Hong Kong InvestorServices 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 28 July 2014. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC, 11 July 2014 Notes: 1. Pursuant to the resolution of the Board, the Company contemplates to make joint capital contribution with Datang Huayin Electric Power Co., Ltd. ("Huayin Electric"), CDC and Leizhou City Peicai Infrastructure Construction Co., Ltd. ("Peicai Construction") in the proportion of 34%, 33%, 30% and 3%, respectively in establishing Guangzhou Datang International Leizhou Power Generation Co., Ltd. ("Leizhou Power Generation Company") for the development of the Leizhou Thermal Power Project (2x1000MW coal-fired power generating units). The Company will make contribution in the sum of approximately RMB675.5236 million; For details of the transaction, please refer to the announcement of the Company dated 16 June 2014 and the circular to be dispatched to the shareholders. 2. As Mr. Li Gengsheng intended to cease to hold the office as a non-executive director of the Company due to work adjustment and Mr. Li Hengyuan intended to cease to hold the office as an independent non-executive director of the Company due to expiration of the term of his office, it is proposed to submit the proposal to the general meeting for shareholders' consideration and approval of the replacement of Mr. Li Gengsheng by Mr. Yang Wenchun as a non- executive director of the eighth session of the Board and the appointment of Mr. Feng Genfu as an independent non-executive director of the eighth session of the Board. Mr. Li Gengsheng and Mr. Li Hengyuan have both confirmed that they have no disagreement with the Board and there are no matters relating to their resignation as Directors of the Company that need to be brought to the attention of the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and the shareholder. Biography of candidates for non-executive director and non-executive independent director are as follow: Yang Wenchun, aged 49, a senior engineer who holds a bachelor's degree and a master's degree. He is currently the Manager of integrated planning department of Tianjin Energy Investment Group Limited. Mr. Yang served as an engineer of maintenance workshop, Director of operation workshop, Assistant to General Engineer of expansion department of Tianjin Yangliuqing Thermal Power Plant, Head of Power Generation Department of Huaneng Yangliuqing Thermal Power Plant, Assistant to President, Assistant to President and General Manager of the industrial company, Assistant to President as well as Head and Deputy General Manager of Production Safety and Technology Department of Huaneng Yangliuqing Thermal Power Co., Ltd., Assistant to President and Manager of asset management department and Assistant to President of Tianjin Jineng Investment Company. He served as the Manager of integrated planning department of Tianjin Energy Investment Group Limited since November 2013. Mr. Yang has long been involved in production, operation, management and administrative work of power generation enterprises. He has extensive experience in production, operation and management of power generation companies. Feng Genfu, aged 57, a professor and a doctoral supervisor who holds a doctorate degree in Economics. He is currently the Dean and a professor (Grade II) of the School of Finance and Economics of Xi'an Jiaotong University. Dr. Feng served as the Director, Chief Editor of the editorial department of university journal, the Dean, a professor and a doctoral supervisor of the Business School of Shaanxi Institute of Finance and Economics. He served as the Dean, a doctoral supervisor and a professor (Grade II) of the School of Finance and Economics of Xi'an Jiaotong University since May 2000. For the past three years, Dr. Feng served as an Independent Non-Executive Director of AVIC Aircraft Co., Ltd. (Shenzhen Stock Exchange listed company, Stock Code: 000768), China Nonferrous Metal Industry's Foreign Engineering And Construction Co., Ltd (Shenzhen Stock Exchange listed company, Stock Code: 000758), Shaanxi Broadcast & TV Network Intermediary Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code 600831) and Shaanxi Aerospace Power Hi-Tech. Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code 600343). He is currently an Independent Non-Executive Director of Shaanxi Broadcast & TV Network Intermediary Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code 600831), Shaanxi Aerospace Power Hi-Tech. Co., Ltd. (Shanghai Stock Exchange listed company, Stock Code 600343) and Shaanxi Fenghuo Electronics Co., Ltd. (Shenzhen Stock Exchange listed company, Stock Code 000561). He is the Executive Vice President of China Industry Economic Research Institute and the Executive Director of Chinese Institute of Business Administration. Dr. Feng has long been involved in education and administration management of Economics and Finance. He has extensive experience in Economics and Finance. The term of office of Mr. Yang Wenchun and Mr. Feng Genfu, if elected, will commence on date of approval by the shareholders at the EGM to the expiration of the term of the eighth session of the Board (i.e. 30 June 2016). If elected, Mr. Yang will not be entitled to any remuneration by being a Director of the Company and Mr. Feng Genfu will be entitled to the annual remuneration of RMB100,000 (after tax), by being an independent non-executive director as set out in the Allowance Policy for Directors of the Eighth Session of the Board considered and approved by the Company on the third EGM in 2013. As at the date of this notice, Mr. Yang and Mr. Feng do not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. They have not been subjected to any public sanctions by statutory or regulatory authority. Save as disclosed above, Mr. Yang and Mr. Feng have not held any directorships in any public listed companies in the past three years and have no relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange). Save as disclosed above, there are no other matters concerning the proposed appointment of Mr. Yang and Mr. Feng that need to be brought to the attention of the shareholders and the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. 3. In order to further expand the financing channels, improve the financial condition, and increase the capital 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 issue of medium-term notes (with long-term option) with a principal amount of not exceeding RMB5 billion ("Perpetual Medium-term Notes") and to be issued in tranches within the effective period of the registration of the Perpetual Medium-term Notes according to the funding requirements following and market conditions. The proceeds will mainly be used to replenish the liquidity, replace the bank borrowings due by the Company (including its subsidiaries) and used as project investment expenditure. 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 Perpetual Medium-term Notes 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 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 Perpetual Medium-term Notes; including but not limited to the determination of the amount, term, specific terms, conditions and other relevant matters of each tranche of the Perpetual Medium-term Notes based on the needs of the Company and market conditions, and the execution of all necessary legal documents. 4. 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 6 August 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) Shareholders and their proxies attending the EGM 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