Datang Intl H Regulatory News (DAT)

3 May 2006 09:38

Datang Intl Power Generation Co Ld03 May 2006 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 ANNUAL GENERAL MEETING AND CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS NOTICE IS HEREBY GIVEN that the annual general meeting of Datang InternationalPower Generation Co., Ltd. (the "Company") for the year 2005 (the "2005AGM") will be held at the Company's Conference Room No. 804, No. 482,Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic ofChina at 9:00 a.m. on 20 June 2006 for the purposes of considering and, ifthought fit, passing the following resolutions: A. Ordinary Resolutions: 1. to consider and approve the report of the board of directors of the Companyfor the year 2005; 2. to consider and approve the report of the supervisory committee of theCompany for the year 2005; 3. to consider and approve the audited financial statement of the Company forthe year 2005; 4. to consider and approve the budget of the Company for the year 2006; 5. to consider and approve the prof it distribution plan of the Company for theyear 2005; 6. to consider and approve the proposed re-appointment of PricewaterhouseCoopersZhong Tian Certified Public Accountants Company Limited andPricewaterhouseCoopers as the Company's domestic and international auditors,respectively, and to authorise the board of directors of the Company to f ixtheir remunerations; 7. to consider and approve the proposed granting of an conditional authorisationto the board of directors of the Company to consider and approve relevantinvestment plan(s) of the Company from time to time (note 1); 8. to consider and approve any proposals by way of ordinary resolution putforward by shareholder(s) holding 5% or more of the total number of shares ofthe Company with voting rights (if any). B. Special Resolutions: 1. to consider and approve the proposed granting of an unconditional generalmandate to the board of directors of the Company to issue, allot and deal withany additional new shares of up to 20% of the total number of shares in issue(note 2); 2. (a) conditional on the passing of the special resolution numbered 2(b) below,to consider and approve the proposed refreshment of the validity period of allrelevant resolutions relating to the A Shares Issue (as defined below) andreferred to in special resolution numbered one in the notices of the 2004 EGM(as defined below) and 2004 CSMs (as def ined below) dated 6 May 2004 (save for the Private PlacementArrangements (as def ined below)) in the same structure and manner and inessentially identical terms as those considered and passed at the extraordinarygeneral meeting ("2004 EGM") and the class shareholders meeting of theCompany for each of the holders of H shares and holders of domestic shares ofthe Company ("2004 CSMs") held on 22 June 2004 for a further one yearcommencing from the date of the passing of this special resolution and theauthorisation of the Board to make the final decision, do all acts and sign allsuch agreements and/or documents as the Board deems necessary for completing theA Shares Issue (save for the Private Placement Arrangements) (note 3); 2 (b) conditional on the passing of the special resolution numbered 2(a)above, to consider and approve the proposed refreshment of the validity periodof the Private Placement Arrangements (as defined below) approved at the 2004EGM and 2004 CSMs for a further one year commencing from the date of the passingof this special resolution and the authorisation of the Board to make the f inaldecision, do all acts and sign all such agreements and/or documents as the Boarddeems necessary for completing the Private Placement Arrangements (note 3); 3. to consider and approve any proposal by way of special resolution put forwardby shareholder(s) holding 5% or more of the total number of shares of theCompany with voting rights (if any). CLOSURE OF THE COMPANY'S REGISTER OF MEMBERS Holders of H shares of the Company ("H Shares") should note that, pursuant tothe Articles of Association, no transfer of H Shares will be registered from 21May 2006 to 20 June 2006, both dates inclusive. Holders of H Shares whose names are registered inthe register of members at the close of business on 19 May 2006 are entitled toattend and vote at the 2005 AGM. Pursuant to the announcement of the Company dated 27 March 2006, theBoard has recommended a dividend of RMB0.228 per share for the year ended 31December 2005, which will be paid on or before 30 June 2006. Holders of H Shares whosenames appear on the H Share register of members of the Company at the close ofbusiness on 19 May 2006 are entitled to such dividends. Beijing, the People's Republic of China, 3 May 2006 Notes: By order of the BoardYang HongmingCompany Secretary 1. The authorisation proposed to be granted to the board of directors of theCompany (the "Board") to approve the relevant investment plan(s) of theCompany from time to time as set out in the proposed resolution numbered 7 aboveis subject to the compliance of the relevant requirements under the RulesGoverning the Listing of Securities on the Stock Exchange of Hong Kong Limited. 2. An unconditional general mandate to be granted to the Board to issue newshares of the Company of up to 20% of the total number of shares of the Companyin issue is proposed as follows: (a) subject to paragraph (c) below, the exercise by the Board during theRelevant Period (as def ined below) of all the powers of the Company to allot,issue and deal with additional shares of the Company and to make or grant offers, agreements and options which might requirethe exercise of such powers be hereby generally and unconditionally approved; (b) the approval in paragraph (a) shall authorise the Board during the RelevantPeriod to make or grant offers, agreements and options which might require theexercise of such powers after the end of the Relevant Period; (c) the amount of additional domestic shares or overseas-listed foreign investedshares ("H Shares") (as the case may be) allotted, issued and dealt with oragreed conditionally or unconditionally to be allotted, issued and dealt witheither separately or concurrently by the Board pursuant to the approval inparagraph (a) shall not exceed 20% of each of the Company's existing domesticshares and H Shares (as the case may be) in issue at the date of passing thisspecial resolution; and (d) for the purpose of this special resolution: "Relevant Period" means the period from the passing of this specialresolution until the earlier of: (i) the conclusion of the next annual generalmeeting of the Company; (ii) the expiration of the 12 months period followingthe passing of this special resolution; and (iii) the revocation or variation ofthe authority given to the Board under this special resolution by a resolutionof the Company's shareholders in general meetings. 3. At the 2004 EGM and the 2004 CSMs, the resolutions in relation to theCompany's application for the issue of not more than 1,000,000,000 Renminbi("RMB") denominated ordinary shares of RMB1.00 each ("A Shares"), comprising a private placing of not more than 301,704,761A Shares and 92,358,600 A Shares to China Datang Corporation and Tianjin JinnengInvestment Company, respectively, (the "Private Placement Arrangements") and a public offer of not more than605,936,639 A Shares to natural persons and institutional investors within thePRC (except those prohibited by PRC laws and regulations) (the "PublicSubscription Tranche")(collectively, the "A Shares Issue") were consideredand approved. The Board was authorised to make all decisions in relation to theA Shares Issue which was valid for one year from the date of the 2004 EGM andthe 2004 CSMs, expiring on 21 June 2005. By way of special resolutions sought atthe 2004 AGM and 2005 CSMs expired on 21 June 2005, the Company obtained theapproval from the Company's shareholders for the refreshment of all relevantresolutions relating to the A Shares Issue in the same structure and manner andin essentially identical terms as those considered and passed at the 2004 EGMand the 2004 CSMs for a one year period expiring on 20 June 2006.As at the datehereof, the A Shares Issue is not completed. The Board resolved to seek approvalfrom the shareholders of the Company to refresh the validity period of the AShares Issue and the authorisation of the Board to do all act in respect thereofas the Board sees fit for a further period of one year from the date of the 2005AGM and 2006 CSMs. 4. Other Matters (1) Any shareholder of the Company entitled to attend and vote at the 2005 AGMis entitled to appoint one or more proxies to attend and vote on his behalf. Aproxy need not be a shareholder of the Company. (2) If more than one proxy are appointed to attend the meeting, the votingrights can only be exercised by way of poll. (3) If the proxy form of a holder of H Shares is signed by any person other thanthe shareholder of the Company, the power of attorney or other authority shouldbe notarially certif ied. To be valid, notarially certified copy of the power ofattorney or other authority, together with the proxy form, must be deposited atthe Company's H share registrar, Computershare Hong Kong Investor ServicesLimited of 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kongnot less than 24 hours before the holding of the 2005 AGM. (4) If the proxy form of a holder of domestic shares of the Company is signed byany person other than the shareholder of the Company, the power of attorney orother authority should be notarially certified. To be valid, notarially certified copy of the power of attorney or other authority, together with the proxyform, must be deposited at the Company at 8/F, No. 482, Guanganmennei Avenue,Xuanwu District, Beijing, the People's Republic of China. Postcode: 100053,not less than 24 hours before the holding of the 2005 AGM. (5) Shareholders of the Company who intend to attend the 2005 AGM are requiredto send the Notice of Attendance to the registered address of the Company byhand, post, cable or fax on or before 30 May 2006. Completion and return of the Notice of Attendance will not affect theright of shareholders of the Company to attend the 2005 AGM. (6) The 2005 AGM is expected to last for half a day. Shareholders of the Companyor their proxies (if any) attending the 2005 AGM shall be responsible for theirown travel and accommodation expenses. Registered Address of the Company: 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, The People's Republic of China Postcode: 100053 Tel: (8610) 83581905 Fax: (8610) 83977083 or (8610) 83581907 As at the date of this notice, the directors of the Company are:"V Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, GuanTiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, LiuChaoan*, Yu Changchun* and Xia Qing* * 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 Annual General Meeting Name of shareholder (Note 1) Number of shares held (Note 2) domestic shares/ H shares I/We intend toattend, or appoint a proxy (proxies) to attend the annual general meeting ofDatang International Power Generation Co., Ltd. (the "Company") for the year2005 to be held at the Company's Conference Room No. 804, No. 482Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic ofChina at 9:00 a.m. on Tuesday, 20 June 2006. Notes: 1. Name(s) registered in the register of members of the Company to be insertedin block letters. 2. Please insert the number of shares of the Company registered under yourname(s). 3. This notice, when duly completed and signed, is required to be delivered tothe Company's registered address at 8/F., No. 482 Guanganmennei Avenue,Xuanwu District, Beijing, the People's Republic of China. Postcode: 100053,by hand, post, cable or fax on or before 30 May 2006. Tel: (8610) 83581905 Fax:(8610) 83977083 or (8610) 83581907. Signature(s): Date: 2006 This information is provided by RNS The company news service from the London Stock Exchange