REG-Acer Incorporated: Notice of 2012 Second Extraordinary General Meeting
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice. DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 00991) NOTICE OF 2012 SECOND EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2012 second extraordinary general meeting (the "EGM") of Datang International Power Generation Co., Ltd. (the "Company" or "Datang International") will be held at the meeting room no. 1608, head office of the Company, No. 9 Guangningbo Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") on 25 October 2012 (Thursday) at 9:00 a.m. to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS 1. To consider and approve the "Resolution on the Provision of Guarantees for the Financing of Liancheng Power Generation Company and Dalian Wind Power Company" (Note 1); (1) To consider and approve the provision of guarantee to Liancheng Power Generation Company (2) To consider and approve the provision of guarantee to Dalian Wind Power Company CLOSURE OF THE REGISTER OF MEMBERS OF THE COMPANY Holders of H shares of the Company ("Holders of H shares") should note that, pursuant to the articles of association of the Company (the "Articles"), the register of members of the Company will be closed from 26 September 2012 to 25 October 2012 (both dates inclusive), during which period no transfer of any H shares of the Company will be registered. Holders of H shares whose names appear on the register of members of the Company at the close of business, i.e. 4:30 p.m., on 25 September 2012 are entitled to attend and vote at the EGM. In order to be entitled to the attendance of the EGM, Holders of H shares are required to deposit the transfer document together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before 4:30 p.m. on 25 September 2012. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC 7 September 2012 Notes: 1. To ensure normal progression on the project construction, production and operation of the following subsidiaries, the Company proposed to provide guarantees for the financing of the following subsidiaries: (1) The Company proposed to provide guarantees, to Gansu Datang International Liancheng Power Generation Company Limited ("Liancheng Power Generation Company"), which the Company holds 55% equity interest, for Liancheng Power Generation Company's full amount financing. The total maximum guarantee amount to be approved shall not exceed RMB450 million. For the first financing guarantee, the Company proposed to provide a guarantee with joint liability in an amount not exceeding RMB200 million to the commercial bank for the proposed borrowing of RMB200 million by Liancheng Power Generation Company under the Short-term Borrowing Contract between Liancheng Power Generation Company and the commercial bank. For the subsequent financing guarantees of Liancheng Power Generation Company, the Company will consider to provide guarantees to Liancheng Power Generation Company within the total approved maximum guarantee amount according to the subsequent actual financial needs of Liancheng Power Generation Company. (2) The Company proposed to provide guarantees, to Liaoning Datang International Dalian Wind Power Company Limited ("Dalian Wind Power Company"), a wholly-owned subsidiary of the Company, for Dalian Wind Power Company's full amount financing. The total maximum guarantee amount to be approved shall not exceed RMB300 million. For the first financing guarantee, the Company proposed to provide a guarantee with joint liability in an amount not exceeding RMB100 million to the commercial bank for the proposed borrowing of RMB100 million by Dalian Wind Power Company under the Fixed Assets Borrowing Contract between Dalian Wind Power Company and the commercial bank. For the subsequent financing guarantees of Dalian Wind Power Company, the Company will consider to provide guarantees to Dalian Wind Power Company within the total approved maximum guarantee amount according to the subsequent actual financial needs of Dalian Wind Power Company. Since the asset-liability ratios of the aforesaid subsidiaries are over 70%, the provision of guarantees are required to be tabled to the EGM for shareholders' consideration and approval pursuant to the listing rules of the Shanghai Stock Exchange and the "Articles of Association of Datang International Power Generation Co., Ltd.". For details of the above guarantees, please refer to the relevant announcement of the Company dated 5 September 2012 published on the websites of The Hong Kong Stock Exchange, Shanghai Stock Exchange (www.sse.com.cn) and China Securities Journal and Shanghai Securities News. 2. 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 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 at 17M 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) Holders of H shares who wish to attend the EGM are required to return the notice of attendance by hand, post, cable or fax to the Company's office address on or before 4 October 2012. Completion and return of the notice of attendance will not preclude a shareholder of the Company from attending and voting at the EGM in person. (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. The Company's office address: No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC Postcode: 100033 Telephone: (8610) 8800 8669 or (8610) 8800 8682 Fax: (8610) 8800 8672 As at the date of this notice, the directors of the Company are: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie* and Jiang Guohua* END
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