REG-Datang Intnl Pwr Gen: Notice of 2013 First EGM<601991.SS>
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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 2013 FIRST EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2013 first extraordinary general meeting (the "EGM") of Datang International Power Generation Co., Ltd. (the "Company" or "Datang International") 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 25 March 2013 (Monday) at 9:00 a.m. to consider and, if thought fit, pass the following resolutions: SPECIAL RESOLUTIONS 1. To consider and approve the "Resolution on the Amendments to the Company's Registered Capital and the Articles of Association of Datang International Power Generation Co., Ltd.". (Note 1) 2. To consider and approve the "Resolution on Extension of the Validity Period of the Shareholders' Resolution Passed at the General Meeting on the Application for Public Issuance of Corporate Bonds in 2011". (Note 2) 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 24 February 2013 to 25 March 2013 (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 22 February 2013 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 22 February 2013. By Order of the Board Zhou Gang Secretary to the Board Beijing, the PRC 5 February 2013 Notes: 1. The board of directors proposes to the EGM to approve the Company to make necessary amendments to the relevant clauses in the Articles regarding the share capital structure, registered share capital and the optimization of the principle of dividend payout; to authorize the Chairman of the Company or his/her authorized proxy to make necessary amendments to the Articles according to the requirements and/or instructions from the State's relevant authorities during the approval process of the Articles in order to fulfil the requirements of the State's relevant authorities. For the details of the proposed amendments to the Articles, please refer to the relevant announcement of the Company dated 28 January 2013 and the circular to be issued by the Company. 2. The Company passed the "Resolution on the Application for Public Issuance of Corporate Bonds in 2011" at the 2010 annual general meeting held on 3 June 2011 and arrived at the "Resolution on the Agreement of the Application for Public Issuance of Corporate Bonds in 2011" (the "Resolution on the Issuance of Bonds for the Company") to approve the Company to issue corporate bonds with a scale not more than RMB6 billion and with term of not more than 15 years; the validity period of the aforesaid resolution commenced on the date of passing the resolution on the 2010 annual general meeting and last for 24 months (i.e. until 2 June 2013). On 30 November 2012, the Company obtained the "Reply and Approval on the Application for Public Issuance of Corporate Bonds for Datang International Power Generation Co., Ltd." (CSRC Permit No.: 1611) by the China Securities Regulatory Commission ("CSRC"), and the approval is valid for 24 months, i.e. until 29 November 2014. As the expiry date of the CSRC's approval is later than the expiry date of the validity period in the aforesaid "Resolution on the Issuance of Bonds for the Company", the Company would like to propose in the EGM to approve the extension of the aforesaid resolution validity period from 2 June 2013 to 29 November 2014 in order to ensure the smooth progress of the issuance of the corporate bonds. 3. 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 at the meeting. 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 form 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 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 March 2013. 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 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*, Jiang Guohua* * Independent non-executive directors END
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