EGM Statement

2 Apr 2007 07:00

Datang Intl Power Generation Co Ld02 April 2007 Datang International Power Generation Co., Ltd. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) Resolutions Passed at the 2007 First Extraordinary General Meeting Datang International Power Generation Co., Ltd. (the "Company") held its 2007 first extraordinary general meeting (the"EGM") at the multi-purpose function room at 3/F, CTS (HK) Grand Metro Park Hotel, No. 338 Guanganmennei Avenue, XuanwuDistrict, Beijing, the People's Republic of China (the "PRC") on 30 March 2007 (Friday) at 11:00 a.m. The convening ofthe EGM complied with the Company Law of the PRC and the articles of association of the Company. As at the date of the EGM, there were 5,753,555,774 issued shares of the Company in total entitled to vote for oragainst all resolutions at the EGM (except Ordinary Resolution 1). Shareholders of the Company or their authorisedproxies who attended the EGM represented an aggregate of 4,503,122,051 voting shares or approximately 78.27% of thetotal issued shares of the Company. The EGM was chaired by Mr. Zhai Ruoyu, the Chairman of the board. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "ListingRules"), the transaction contemplated under Ordinary Resolution 1 constitutes a connected transaction of the Company.Accordingly, Beijing Energy Investment (Group) Company Limited, which held 671,792,400 shares of the Company, and ChinaDatang Corporation, which held 1,979,620,580 shares of the Company, and their respective associates (having the meaningas ascribed under the Listing Rules) were required to abstain from voting on Ordinary Resolution 1 at the EGM and theydid abstain from voting on Ordinary Resolution 1 at the EGM. The following resolutions were passed at the EGM by way of poll: Ordinary Resolution Number of shares Passing Rate For Against (%)1. To confirm, approve and ratify the investment agreement 1,851,709,071 0 100 entered into on 9 January 2007 (as amended by the Supplemental Agreement dated 15 February 2007) between the Company, Beijing Energy Investment (Group) Company Limited, China Datang Corporation and Inner Mongolia Mengdian Huaneng Thermal Power Corporation Limited; and the investment in the power plant project of phases IV and V of Tuoketuo Power Plant contemplated thereunder. (Note 5)Special Resolutions1. To approve the change of the registered share capital of 4,503,122,051 0 100 the Company from the original RMB5,162,849,000 to RMB5,662,849,000.2. To approve the amendments to the articles of association 4,503,122,051 0 100 of the Company. (Note 6) By Order of the Board Yang Hongming Secretary to the Board Beijing, the PRC, 30 March 2007 Note: 1. Unless otherwise defined, the terms used herein shall have the same meanings as defined in the circulars dated 31 January 2007 and 12 February 2007 and the announcement dated 15 February 2007.2. Computershare Hong Kong Investor Services Limited, the H shares share registrar of the Company, acted as the scrutineer for the vote-takings of the ordinary resolution as well as the special resolutions at the EGM.3. According to the Listing Rules, Beijing Energy Investment (Group) Company Limited and China Datang Corporation were required to abstain from voting on Ordinary Resolution 1 at the EGM. Accordingly, shareholders of the Company or their authorised proxies who were entitled to attend and to vote for or against Ordinary Resolution 1 at the EGM represented an aggregate of 3,102,142,794 shares.4. Save as disclosed herein, none of the shareholders of the Company who were entitled to attend the EGM had to vote only against the ordinary resolution and the special resolutions at the EGM.5. For details of the transaction contemplated under Ordinary Resolution 1, please refer to the circular of the Company dated 31 January 2007 and the announcement dated 15 February 2007.6. For details of the amendments to the articles of association of the Company, please refer to the circular of the Company dated 12 February 2007. As at the date of this announcement, the Directors of the Company 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