Adjournment of EGM

Beijing Datang Power Generation Com 28 April 2000 (A sino-foreign joint venture joint stock limited company incorporated in the People's Republic of China) Notice of Adjournment of Extraordinary General Meeting of Overseas Listed Foreign Shares The Board of Directors of Beijing Datang Power Generation Company Limited (the 'Company') has resolved that: the extraordinary general meeting (the 'EGM') for the holders of overseas listed foreign shares ('H shares') of the Company to be held at the Company's Conference room at 8/F, No. 482 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China at 11:30am on 28th April, 2000 has been adjourned. The adjournment is due to the number of shares of the class carrying voting rights represented by shareholders intending to attend the EGM does not reach one half or more of the total number of such shares of the Company. According to Article 82 of the Articles of Association of the Company, notice is hereby given that the Extraordinary General Meeting of Overseas Listed Foreign Shares is adjourned to be held at the same venue at 9:00am on 18th May, 2000. The forms of proxy for the use by holders of H shares and notice of attendance delivered to the Company according to Note 4 and Note 5 of the original notice convening the EGM shall remain valid and effective. Please refer to the original notice convening the EGM which is set out below for other information concerning the EGM. Notice of Extraordinary General Meeting of Overseas Listed Foreign Shares Notice is hereby given that the Board of Directors of Beijing Datang Power Generation Company Limited (the 'Company') has resolved that an extraordinary meeting for the holders of overseas listed foreign shares (or H shares) of the Company be held at the Company's Conference Room at 8/F, No.482 Guanganmennei Avenue, Xuan Wu District, Beijing, the People's Republic of China at 11:30a.m. on 28th April, 2000 for the following purposes: 1. To consider and, if thought fit, pass the following resolution as a special resolution to authorise the Board of Directors of the Company to repurchase H Shares up to a maximum of 10 per cent. of the aggregate nominal value of the H Shares in issue: 'THAT: a) subject to paragraphs (b) and (c) below, the exercise by the Board of Directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to purchase overseas listed foreign shares in issue in the capital of the Company on The Stock Exchange of Hong Kong Limited (the 'Hong Kong Stock Exchange'), subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the People's Republic of China, the Hong Kong Stock Exchange or of any other governmental or regulatory body be and is hereby approved; b) the aggregate nominal value of overseas listed foreign shares authorised to the purchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal value of the overseas listed foreign shares in issue of the Company as at the date of the passing of this resolution; c) the approval in paragraph (a) above shall be conditional upon: i) the passing of a special resolution in the same terms as the resolution set out in this paragraph 1 (except for this sub- paragraph (c)(i)) at the annual general meeting of the Company and the extraordinary general meeting for holders of domestic shares of the Company both to be held on 28th April, 2000 (or on such adjourned date as may be applicable); ii) the approvals of the China Securities Regulatory Commission, the State Administration for Exchange Control and the State Economic and Trade Commission being obtained by the Company; and iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in article 22 of the Articles of Association of the Company; d) for the purpose of this special resolution, 'Relevant Period' means the period from the passing of this special resolution until whichever is the earlier of: i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution; ii) the expiration of a period of twelve months following the passing of this special resolution; and iii) the date on which the authority set out in this special resolution in revoked or varied by a special resolution of the members of the Company in general meeting; and e) the Board of Directors of the Company be and is hereby authorised to make such amendments to article 15 and article 18 of the Articles of Association of the Company as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the purchase of shares of the Company as contemplated in paragraph (a) above.' 2. To transact other business, if necessary. By order of the board Yang Hongming Company secretary Beijing, 6th March, 2000 Notes: 1. Holders of the Company's H Shares are reminded that pursuant to Article 38 of the Articles of Association of the Company, the register of members of the Company's H Shares will be closed from 29th March, 2000 to 27th April, 2000, both days inclusive, during which period no transfer of H Shares will be registered. Holders of the Company's H Share, whose names appear on the register of members of the Company on 29th March, 2000 are entitled to attend the Extraordinary General Meeting and to vote thereat. 2. Any holders of the Company's H Shares entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. 3. Where a shareholder appoints more than one proxy, his proxies may only vote in a poll. 4. To be valid, the form of proxy for the use of H Shareholders and, if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company at 8/F, No. 482 Guanganmennei Avenue, Xuan Wu District, Beijing, People's Republic of China not less than 24 hours before the time appointed for holding the Extraordinary General Meeting. 5. Shareholders of H Shares who intend to attend the Extraordinary General Meeting are required to send the Notice of Attendance whether by hand, post, cable or fax to the office of the Company at its registered address on or before 8th April, 2000. Completion and return of the Notice of Attendance will not affect the right of shareholders to attend the Extraordinary General Meeting. 6. The Extraordinary General Meeting of H Shareholders is expected to last for half an hour. The attending shareholders and proxies shall be responsible for their own travelling and accommodation expenses. Registered address of the Company: No. 482 Guanganmennei Avenue Xuanwu District Beijing People's Republic of China Tel: (8610) 83581905 Fax: (8610) 83581907 Post Code: 100053 By order of the board Yang Hongming Company secretary Beijing, 27th April, 2000
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