TIDMDAT
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 Chemical
Company Limited ("Energy and Chemical Company") to establish Inner Mongolia
Datang International Duolun Coal Chemical Company Limited ("Duolun Coal
Chemical Company"), for the purposes of constructing and operating the Duolun
Coal Chemical Project (Note 1);
2. To consider and approve the provision of counter-guarantee by the Company
for a loan of Hong Kong Company (Note 2);
3. To consider and approve the provision of entrusted loan to Duolun Coal
Chemical Company by China Datang Finance Company Limited under the Revolving
Entrusted Loan Agreement ("Datang Finance Company") (Note 3).
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC, 1 April 2010
Notes:
1. Reference is made to the Company's discloseable and connected transaction
announcement dated 4 September 2009. According to the "Investment Agreement on
Duolun Coal-based Olefin Project" ("Investment Agreement") entered into between
the Company's wholly-owned subsidiary, Energy and Chemical Company and China
Datang Corporation ("CDC") on 14 August 2009, Energy and Chemical Company
agreed to contribute RMB3,888 million in the proportion of 60% to the joint
investment and establishment of Duolun Coal Chemical Company with CDC, for the
purposes of constructing and operating the Duolun Coal Chemical Project.
Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited ("Listing Rules"), as Energy and Chemical Company is a
wholly-owned subsidiary of the Company, and CDC and its subsidiaries held a
total of approximately 36.65% of the issued capital of the Company as at the
publication date of this announcement and is a substantial shareholder of the
Company, CDC is therefore a connected person of the Company under the Listing
Rules. In addition, Energy and Chemical Company has signed the Investment
Agreement, and the joint investment and construction of the Duolun Coal
Chemical Project with CDC constitutes a connected transaction of the Company.
CDC and its associates should abstain from voting in respect of this resolution
at the EGM.
For details of the Investment Agreement, please refer to the Company's circular
dated 4 September 2009.
2. The original "Resolution in respect of the provision of counter-guarantee by
the Company for a loan of Hong Kong Company" includes: the Company to provide a
counter-guarantee in respect of a proposed loan not exceeding HK$810 million to
be borrowed by Hong Kong Company from Bank of China (Hong Kong) Limited. The
counter-guarantee will be provided on a joint-liability basis with an amount
not exceeding HK$810 million.
Major content of the present "Resolution in respect of the provision of
counter-guarantee by the Company for a loan of Hong Kong Company": China Datang
Overseas Investment Company Limited ("Datang Overseas Investment"), a
whollyowned subsidiary of CDC, entered into a "Deed of Guarantee" with Bank of
China (Hong Kong) Limited, pursuant to which, Datang Overseas Investment
pledged its 358,680,000 H shares of the Company as a guarantee for the HK$700
million loan of Hong Kong Company. In consideration of the provision of the
Deed of Guarantee, the Company shall provide a counter-guarantee in favour of
Datang Overseas Investment for the Deed of Guarantee provided by Datang
Overseas Investment. The counter-guarantee covers all the amount incurred by
Datang Overseas Investment under the Deed of Guarantee.
According to the Listing Rules of the Shanghai Stock Exchange, as the
asset-liability ratio of Hong Kong Company is over 70%, the provision of the
counter-guarantee by the Company is required to be submitted to the general
meeting for shareholders' approval.
Please refer to the announcement of the Company dated 1 April 2010 for details
of 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 loan
of RMB3,000 million to Duolun Coal Chemical Company through Datang Finance
Company, and that such loan would be arranged in separate batches according to
the construction progress of the Duolun Coal Chemical Project.
As at the date of this notice, CDC and its subsidiaries held a total of
approximately 36.65% of the issued share capital of the Company and is a
substantial shareholder of the Company, whilst Datang Finance Company is a
subsidiary of CDC. Datang Finance Company is therefore a connected person of
the Company under the Listing Rules. Since CDC owns 40% of equity interest in
Duolun Coal Chemical Company, Duolun Coal Chemical Company is therefore a
connected person of CDC under the Listing Rules. Accordingly, the provision of
the entrusted loan by the Company to Duolun Coal Chemical Company through
Datang Finance Company constitutes a connected transaction of the Company. The
connected transaction is required to be proposed to the Company's general
meeting for consideration and approval under the requirements of the Listing
Rules. CDC and its associates shall abstain from voting in respect of this
resolution at the EGM.
For details of the entrusted loan, please refer to the discloseable and
connected transaction announcement dated 4 February 2010 and the circular dated
24 February 2010, respectively.
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 revised proxy form (the
"Revised Proxy Form"), and if such proxy 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 of Rooms
1806-1807, 18th 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) The Revised Proxy Form supersedes and replaces the complete proxy form
which 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 sign
and return the Revised Proxy Form in accordance with instructions of this
revised notice of EGM.
(5) The EGM is expected to last for one hour. Attending shareholders and their
proxies shall be responsible for their own travel and accommodation expenses.
(6) Unless as specified herein, all other matters relating to the EGM shall
remain 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 PRC
Postcode: 100140
Telephone: (8610) 8800 8669
Fax: (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
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