3rd May 2006 09:35
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 H SHARES CLASS MEETING NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ('RMB') denominated ordinary shares of RMB1.00 each in the registered capital ofDatang International Power Generation Co., Ltd. (the 'Company') which aresubscribed for and traded in Hong Kong dollars ('H Shares') will be held on20 June 2006 at 11:00 a.m. (or immediately after the 2005 annual general meetingof the Company (the '2005 AGM') to be held on the same date and at the sameplace) at Conference Room No. 804, No. 482, Guanganmennei Avenue, XuanwuDistrict, Beijing, the People's Republic of China (the 'PRC') (the 'HShares Class Meeting') to consider and, if thought fit, to pass the followingresolution: THAT the validity period of all relevant resolutions relating to the A SharesIssue (as defined below) and referred to in special resolution numbered one inthe notices of the 2004 EGM (as def ined below) and 2004 CSMs (as definedbelow) dated 6 May 2004 in the same structure and manner and in essentiallyidentical terms as those considered and passed at the extraordinary generalmeeting ('2004 EGM') and the class shareholders meeting of the Company foreach of the holders of H Shares and holders of domestic shares of the Company ('2004 CSMs') held on 22 June 2004 and the authorisation of the board ofdirectors of the Company (the 'Board') to make the final decision, do allacts and sign all such agreements and/or documents as the Board deems necessaryfor completing the A Shares Issue be extended for a further one year commencingfrom the date of the passing of this special resolution be and is herebyconsidered and approved. (note 1) By order of the BoardYang HongmingCompany Secretary Beijing, the PRC, 3 May 2006 Notes: 1. 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 RMBdenominated ordinary shares of RMB1.00 each ('A Shares'), comprising aprivate placing of not more than 301,704,761 A Shares and 92,358,600 A Shares toChina Datang Corporation and Tianjin Jinneng Investment Company, respectively,and a public offer of not more than 605,936,639 A Shares to natural persons andinstitutional investors within the PRC (except those prohibited by PRC laws andregulations) (the '(S)A Shares Issue!) were considered and approved. The Boardwas authorised to make all decisions in relation to the A Shares Issue which wasvalid for one year from the date of the 2004 EGM and the 2004 CSMs, expired on21 June 2005. By way of special resolutions sought at the 2004 AGM and 2005 CSMsheld on 21 June 2005, the Company obtained the approval from the Company'sshareholders for the refreshment of all relevant resolutions relating to the AShares Issue in the same structure and manner and in essentially identical termsas those considered and passed at the 2004 EGM and the 2004 CSMs for a one yearperiod expiring on 20 June 2006. As at the date hereof, the A Shares Issue isnot completed. The Board resolved to seek approval from the shareholders of theCompany to refresh the validity period of the A Shares Issue and theauthorisation of the Board to do all act in respect thereof as it sees fit for afurther period of one year from the date of this H Shares Class Meeting. 2. Other matters (1) Holders of H Shares are reminded that pursuant to the articles ofassociation of the Company, the register of members of the Company will beclosed from 21 May to 20 June 2006, both dates inclusive, during which period notransfer of any H Shares will be registered. Holders of H Shares, whose namesappear on the register of members of the Company at the close of business on 19May 2006 are entitled to attend and vote at the H Shares Class Meeting. (2) Every shareholder of the Company entitled to attend and vote at the H SharesClass Meeting is entitled to appoint one or more proxies to attend and vote onhis behalf. A proxy need not be a shareholder of the Company. (3) A proxy of a holder of H Shares may vote by hand or vote on a poll, but aholder of H Shares who has appointed more than one proxy may only vote on apoll. (4) To be valid, holders of H Shares must deliver the proxy form and, if suchproxy is signed by a person on behalf of his appointer pursuant to a power ofattorney or other authority, the power of attorney or other authority underwhich it is signed or a certif ied copy of that power or authority (suchcertification to be made by a notary) to the Company's H Share registrar,Computershare Hong Kong Investor Services Limited of 46/F, Hopewell Centre, 183Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before thetime scheduled for holding the H Shares Class Meeting. (5) Shareholders of the Company who wish to attend the H Shares Class Meetingare required to return the notice of attendance to the Company's registeredaddress at 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, thePRC. Postcode: 100053. Tel: (8610) 8358 1905, Fax: (8610) 8397 7083 or (8610)8358 1907, on or before 30 May 2006 (3 weeks before the date of the H SharesClass Meeting). Completion and return of the proxy form and notice of attendancewill not preclude a holder of H Shares from attending and voting at the H SharesClass Meeting in person. (6) The H Shares Class Meeting is expected to last for about half an hour.Holders of H Shares and their proxies attending the H Shares Class Meeting shallbe responsible for their own travel and accommodation expenses. 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'sRepublic of China) Notice of Attendance for the H Shares Class Meeting Name of shareholder (Note 1) Number of shares held (Note 2) H Shares I/We intendto attend, or appoint a proxy (proxies) to attend the H shares class meeting ofDatang International Power Generation Co., Ltd. (the 'Company') to be held atthe Company's Conference Room No. 804, No. 482 Guanganmennei Avenue, XuanwuDistrict, Beijing, the People's Republic of China at 11:00 a.m. on Tuesday,20 June 2006. Notes: 1. Name(s) registered in the register of members of the Company to beinserted in block letters. 2. Please insert the number of H shares of the Company registered under yourname(s). 3. This notice, when duly completed and signed, is required to be deliveredto the 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 ExchangeRelated Shares:
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