Bonus Issue of H Shares

Datang Intl Power Generation Co Ld 26 July 2007 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in DATANG INTERNATIONAL POWER GENERATION CO. LTD., you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. -------------------------------------------------------------------------------- DATANG INTERNATIONAL POWER GENERATION CO. LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) BONUS ISSUE OF H SHARES -------------------------------------------------------------------------------- 26 July 2007 CONTENTS Page Definitions 1 Expected Timetable 3 Letter from the Board 4 DEFINITIONS In this circular, unless otherwise indicated in the context, the following expressions have the following meanings: 'A Shares' the domestic listed ordinary share(s) of the Company with a nominal value of RMB1.00 each 'AGM' the 2006 annual general meeting of the Company held on 29 June 2007, Friday, at the multi-purpose function room at 3/F, CTS (HK) Grand Metro Park Hotel, No. 338 Guanganmennei Avenue, Xuanwu District, Beijing, the PRC 'Board' the board of Directors 'Bonus Issue' bonus issue of bonus shares to the Shareholders whose names appear on the register of members of the Company at the close of business on Record Date on the basis of 10 bonus shares for every 10 existing ordinary shares of the Company held on that day 'Bonus A Shares' new A Shares to be issued pursuant to the Bonus Issue 'Bonus H Shares' new H Shares to be issued pursuant to the Bonus Issue 'CCASS' the Central Clearing and Settlement System established and operated by HKSCC 'Company' Datang International Power Generation Co., Ltd., a sino-foreign joint stock limited company incorporated in the PRC on 13 December 1994, of which the H Shares are listed on the Hong Kong Stock Exchange and The London Stock Exchange and the A Shares are listed on the Shanghai Stock Exchange 'Directors' the directors of the Company 'H Shares' the overseas listed foreign share(s) of the Company with a nominal value of RMB1.00 each 'HKSCC' Hong Kong Securities Clearing Company Limited 'HK$' Hong Kong dollar(s), the lawful currency of Hong Kong 'Hong Kong' the Hong Kong Special Administrative Region of the PRC 'Hong Kong Stock The Stock Exchange of Hong Kong Limited Exchange' 'Listing Rules' the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange 'PRC' the People's Republic of China 'Record Date' 4:30 p.m. on Wednesday 18 July 2007, being the record date by reference to which entitlements to the Bonus Issue and dividends for holders of H Shares will be determined 'RMB' Renminbi, the lawful currency of the PRC 'Shares' the ordinary shares of RMB1.00 each in the issued share capital of the Company 'Shareholder(s)' the holder(s) of the Shares '%' per cent EXPECTED TIMETABLE 2007 Last day of dealings in H Shares on a cum-entitlement basis Monday, 16 July First day of dealings in H Shares on an ex-entitlement basis Tuesday, 17 July Latest time for lodging transfer of H Shares for 4:30 p.m. on Wednesday, 18 July entitlement to the Bonus Issue and dividends Record Date 4:30 p.m. on Wednesday, 18 July Book closure period for H Shares (both days inclusive) Thursday, 19 July to Tuesday, 24 July Register of members of H Shares of the Company reopens Wednesday, 25 July Dispatch of certificates for Bonus H Shares Monday, 30 July Dealings in Bonus H Shares are expected to commence Wednesday, 1 August Dispatch of dividends cheques in respect of H Shares Wednesday, 8 August LETTER FROM THE BOARD DATANG INTERNATIONAL POWER GENERATION CO. LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) Executive Directors: Registered office: Mr. Zhang Yi No. 482 Guanganmennei Avenue Mr. Zhou Gang Xuanwu District Beijing, 100053 Non-Executive Directors: PRC Mr. Zhai Ruoyu (Chairman) Mr. Hu Shengmu Principal place of business Mr. Fang Qinghai in Hong Kong: Mr. Liu Haixia c/o Huen Wong & Co. in association with Ms. Guan Tiangang Fried, Frank, Harris, Shriver & Jacobson LLP Mr. Su Tiegang Rooms 1105-1108, Gloucester Tower Mr. Ye Yonghui The Landmark Mr. Li Gengsheng 15 Queen's Road Central Hong Kong Independent non-executive Directors: Mr. Xie Songlin 26-Jul-07 Mr. Liu Chaoan Mr. Yu Changchun Mr. Xia Qing To the Shareholders Dear Sir or Madam, BONUS ISSUE OF H SHARES Bonus Issue of Shares According to the announcement of the Company dated 30 March 2007, the Board resolved to propose to the AGM the Bonus Issue, on the basis of 10 bonus Shares to be issued for every 10 Shares held by the Shareholders on the Record Date, under the share capital expansion by utilising the capital reserve fund. This proposal was approved by the Shareholders at the AGM. Based on the Company's total share capital of 5,844,880,580 Shares on the Record Date, 5,844,880,580 bonus Shares will be issued by the Company, of which 1,612,700,580 Shares are Bonus H Shares and 4,232,180,000 Shares are Bonus A Shares. The total share capital of the Company will increase to 11,689,761,160 Shares upon completion of the Bonus Issue. The Bonus H Shares shall rank pari passu in all respects with the existing H Shares. Conditions of the Bonus Issue The Bonus Issue is conditional upon obtaining the approval of the Shareholders at the AGM. The Company has obtained the approval from its Shareholders in respect of the Bonus Issue by way of special resolution in the AGM on 29 June 2007. The Bonus Issue in respect of the Bonus A Shares has become unconditional. The Bonus Issue in respect of Bonus H Shares is conditional upon the Listing Committee of the Hong Kong Stock Exchange's granting listing of, and permission to deal in, the Bonus H Shares. Reasons for the Bonus Issue The Bonus Issue will reciprocate the Shareholders' long term support and concern, and expand the share capital base of the Company. Closure of Register of H Shares Members According to the announcement of the Company dated 29 June 2007, the register of H Shares members of the Company was closed from 19 July 2007 to 24 July 2007 (both days inclusive) during which period no transfer of H Shares was effected. Holders of H Shares of the Company whose names appear on the register of H Shares members of the Company as at the close of business at 4:30 p.m. on 18 July 2007 were entitled to the dividends of the Company for the year ended 31 December 2006 and the Bonus Issue. Listing and Dealings The H Shares of the Company are listed on the Hong Kong Stock Exchange and The London Stock Exchange while the Company's A Shares are listed on the Shanghai Stock Exchange. The Company had issued US Dollar convertible bonds of US$153.8 million, which are convertible into H Shares, and are listed on the Luxembourg Stock Exchange. Application has been made to the Listing Committee of the Hong Kong Stock Exchange for listing of, and permission to deal in, the Bonus H Shares. Subject to the satisfaction of the condition as set out in this circular, the Bonus H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS. All necessary arrangements will be made for the Bonus H Shares to be admitted into CCASS. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Upon the Bonus Issue becoming unconditional, it is expected that certificates for the Bonus H Shares will be posted to those entitled thereto at their own risk on or before 30 July 2007. In the case of joint shareholdings, the certificates for the Bonus H Shares will be posted to the address of the first named member on the register of members of the Company in respect of such joint holding. Dealings in the Bonus H Shares, which are expected to commence on 1 August 2007 will be subject to Hong Kong stamp duty. Warning of Risks of Dealings in Shares Shareholders of H Shares should note that the Shares have been dealt with on an ex-entitlement basis commencing from 17 July 2007. The Bonus Issue is conditional upon the condition set out in this circular under heading of 'Conditions of the Bonus Issue'. Any person dealing in the Shares on an ex- entitlement basis up to such condition is fulfilled will accordingly bear the risk that the Bonus Issue may not become unconditional and may not proceed. Any person contemplating selling or purchasing Shares during such period who is in any doubt about his/her/its position is recommended to consult his/her/its own professional adviser. Yours faithfully, For and on behalf of Datang International Power Generation Co., Ltd. Zhai Ruoyu Chairman This information is provided by RNS The company news service from the London Stock Exchange
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