1st Apr 2010 17:59
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China) (Stock Code: 991) REVISED NOTICE OF 2010 FIRST EXTRAORDINARY GENERAL MEETING
REFERENCE IS MADE to the notice of 2010 first extraordinary general meeting ("EGM") of Datang International Power Generation Co., Ltd. (the "Company") dated 24 February 2010 ("EGM Notice"). The original second item to be considered in the EGM of the Company as set out in the EGM Notice was "the provision of counter-guarantee by the Company for a loan of Datang International (Hong Kong) Limited ("Hong Kong Company")". Since Hong Kong Company is an overseas enterprise, the provision of guarantee to an overseas enterprise by a domestic enterprise is subject to the approval by the relevant government authorities. The application procedures for obtaining the above-mentioned approval may take a long period of time and in such case, the Hong Kong Company may not be able to obtain the relevant loan on a timely basis. Therefore, the Company has made re-arrangement in respect of the provision of counter-guarantee to Hong Kong Company and such re-arrangement has been submitted to the 33rd meeting of the sixth session of the board of directors (the "Board"), which was held on 30 March, for consideration and approval. The Board has approved to submit the "Amended resolution in respect of the provision of counter-guarantee by the Company for a loan of Hong Kong Company" to the EGM, for consideration and approval. The Company hereby re-issues the revised notice of EGM.
REVISED NOTICE OF EGM NOTICE IS HEREBY GIVEN that the 2010 first EGM will be held at the function room of 5/F, Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 19 April 2010 (Monday) at 11:00 a.m. to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the fund contribution of Datang Energy and ChemicalCompany Limited ("Energy and Chemical Company") to establish Inner MongoliaDatang International Duolun Coal Chemical Company Limited ("Duolun CoalChemical Company"), for the purposes of constructing and operating the DuolunCoal Chemical Project (Note 1);2. To consider and approve the provision of counter-guarantee by the Companyfor a loan of Hong Kong Company (Note 2);3. To consider and approve the provision of entrusted loan to Duolun CoalChemical Company by China Datang Finance Company Limited under the RevolvingEntrusted Loan Agreement ("Datang Finance Company") (Note 3).By Order of the BoardZhou GangSecretary to the BoardBeijing, the PRC, 1 April 2010
Notes:
1. Reference is made to the Company's discloseable and connected transactionannouncement dated 4 September 2009. According to the "Investment Agreement onDuolun Coal-based Olefin Project" ("Investment Agreement") entered into betweenthe Company's wholly-owned subsidiary, Energy and Chemical Company and ChinaDatang Corporation ("CDC") on 14 August 2009, Energy and Chemical Companyagreed to contribute RMB3,888 million in the proportion of 60% to the jointinvestment and establishment of Duolun Coal Chemical Company with CDC, for thepurposes of constructing and operating the Duolun Coal Chemical Project.Pursuant to the Rules Governing the Listing of Securities on The Stock Exchangeof Hong Kong Limited ("Listing Rules"), as Energy and Chemical Company is awholly-owned subsidiary of the Company, and CDC and its subsidiaries held atotal of approximately 36.65% of the issued capital of the Company as at thepublication date of this announcement and is a substantial shareholder of theCompany, CDC is therefore a connected person of the Company under the ListingRules. In addition, Energy and Chemical Company has signed the InvestmentAgreement, and the joint investment and construction of the Duolun CoalChemical Project with CDC constitutes a connected transaction of the Company.CDC and its associates should abstain from voting in respect of this resolutionat the EGM.For details of the Investment Agreement, please refer to the Company's circulardated 4 September 2009.2. The original "Resolution in respect of the provision of counter-guarantee bythe Company for a loan of Hong Kong Company" includes: the Company to provide acounter-guarantee in respect of a proposed loan not exceeding HK$810 million tobe borrowed by Hong Kong Company from Bank of China (Hong Kong) Limited. Thecounter-guarantee will be provided on a joint-liability basis with an amountnot exceeding HK$810 million.Major content of the present "Resolution in respect of the provision ofcounter-guarantee by the Company for a loan of Hong Kong Company": China DatangOverseas Investment Company Limited ("Datang Overseas Investment"), awhollyowned subsidiary of CDC, entered into a "Deed of Guarantee" with Bank ofChina (Hong Kong) Limited, pursuant to which, Datang Overseas Investmentpledged its 358,680,000 H shares of the Company as a guarantee for the HK$700million loan of Hong Kong Company. In consideration of the provision of theDeed of Guarantee, the Company shall provide a counter-guarantee in favour ofDatang Overseas Investment for the Deed of Guarantee provided by DatangOverseas Investment. The counter-guarantee covers all the amount incurred byDatang Overseas Investment under the Deed of Guarantee.According to the Listing Rules of the Shanghai Stock Exchange, as theasset-liability ratio of Hong Kong Company is over 70%, the provision of thecounter-guarantee by the Company is required to be submitted to the generalmeeting for shareholders' approval.Please refer to the announcement of the Company dated 1 April 2010 for detailsof the Deed of Guarantee and counterguarantee.CDC and its associates will abstain from voting for such resolution in the EGM.3. The Board agreed that the Company would provide a revolving entrusted loanof RMB3,000 million to Duolun Coal Chemical Company through Datang FinanceCompany, and that such loan would be arranged in separate batches according tothe construction progress of the Duolun Coal Chemical Project.As at the date of this notice, CDC and its subsidiaries held a total ofapproximately 36.65% of the issued share capital of the Company and is asubstantial shareholder of the Company, whilst Datang Finance Company is asubsidiary of CDC. Datang Finance Company is therefore a connected person ofthe Company under the Listing Rules. Since CDC owns 40% of equity interest inDuolun Coal Chemical Company, Duolun Coal Chemical Company is therefore aconnected person of CDC under the Listing Rules. Accordingly, the provision ofthe entrusted loan by the Company to Duolun Coal Chemical Company throughDatang Finance Company constitutes a connected transaction of the Company. Theconnected transaction is required to be proposed to the Company's generalmeeting for consideration and approval under the requirements of the ListingRules. CDC and its associates shall abstain from voting in respect of thisresolution at the EGM.For details of the entrusted loan, please refer to the discloseable andconnected transaction announcement dated 4 February 2010 and the circular dated24 February 2010, respectively.4. Other Matters(1) Each of the Holders of H shares entitled to attend and vote at the EGM, isentitled to appoint one or more proxies to attend and vote on his/her behalf. Aproxy need not be a shareholder of the Company.(2) If Holders of H shares have appointed more than one proxy to attend theEGM, the proxies can only exercise their voting rights by way of poll.(3) To be valid, Holders of H shares must deliver the revised proxy form (the"Revised Proxy Form"), and if such proxy is signed by a person on behalf of theappointer pursuant to a power of attorney or other authority, a notarised copyof that power of attorney or other authority, to the Company's H shareregistrar, Computershare Hong Kong Investor Services Limited of Rooms1806-1807, 18th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, HongKong, in not less than 24 hours before the time scheduled for holding the EGM.(4) The Revised Proxy Form supersedes and replaces the complete proxy formwhich was previously distributed with the EGM Notice dated 24 February 2010(the "Previous Proxy Form") and that the Previous Proxy Form is invalid.Shareholders who have signed and returned the Previous Proxy Form should signand return the Revised Proxy Form in accordance with instructions of thisrevised notice of EGM.(5) The EGM is expected to last for one hour. Attending shareholders and theirproxies shall be responsible for their own travel and accommodation expenses.(6) Unless as specified herein, all other matters relating to the EGM shallremain unchanged as set out in the EGM Notice dated 24 February 2010.The Company's office address:No. 9 Guangningbo Street, Xicheng District,Beijing, the PRCPostcode: 100140Telephone: (8610) 8800 8669Fax: (8610) 8800 8111 or (8610) 8800 8672
As at the date of this notice, the directors of the Company are: Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu Changchun*, Xia Qing* and Li Hengyuan* * Independent non-executive director
vendorRelated Shares:
Datang Intl H