Notice of Class Meeting

Beijing Datang Power Generation Com 07 May 2004 Datang International Power Generation Co. Ltd. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) NOTICE OF H Shares CLASS MEETING NOTICE IS HEREBY GIVEN that a class meeting of the holders of Renminbi ('RMB') denominated ordinary shares of RMB1.00 each in the registered capital of Datang International Power Generation Co., Ltd. (the 'Company') which are subscribed for and traded in Hong Kong dollars ('H Shares') will be held on 22 June 2004 at 11:30 a.m. (or immediately after the extraordinary general meeting of the Company to be held on the same date and at the same place) at Conference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China (the 'PRC') (the 'H Shares Class Meeting') to consider and, if thought fit, to pass the following resolutions: 1. THAT the Company's application for the proposed issue of not more than 1,000,000,000 RMB denominated ordinary shares ('A Shares), comprising a private placing of A Shares made to China Datang Corporation and Tianjin Jinneng Investment Company and a public offer of A Shares to the public (the 'A Share Issue), be and is hereby considered and approved. The A Shares proposed to be issued shall be of par value RMB1.00 each and the A Shares proposed to be issued to the public shall be listed on the Shanghai Stock Exchange. Details are as follows:- (1) THAT the Company's issue of not more than 1,000,000,000 A Shares pursuant to the proposed A Share Issue be and is hereby considered and approved (Note 1); (2) THAT the Company's private placing in the form of state-owned legal person shares, which are provisionally prohibited from listing and trading, of 301,704,761 and 92,358,600 state-owned legal person shares to China Datang Corporation and Tianjin Jinneng Investment Company respectively out of the total amount of A Shares to be issued by the Company pursuant to the proposed A Share Issue stated in the above special resolution 1(1) be and is hereby considered and approved (Note 2); (3) THAT the Company's issue of not more than 605,936,639 A Shares to the public out of the total amount of A Shares to be issued by the Company pursuant to the proposed A Share Issue stated in the above special resolution 1(1) be and is hereby considered and approved; (4) THAT the shares to be issued by the Company pursuant to the proposed A Share Issue shall be of par value RMB1.00 be and is hereby considered and approved; (5) THAT the A Shares to be issued by the Company to the public shall be listed on the Shanghai Stock Exchange be and is hereby considered and approved; (6) THAT the A Shares to be issued by the Company to the public pursuant to the proposed A Share Issue shall be issued to natural persons and institutional investors within the PRC (except those prohibited by PRC laws and regulations) who and which have established shareholder accounts be and is hereby considered and approved; (7) THAT the proposal in relation to the share of accumulated profits among the new and old shareholders of the Company after the completion of the proposed A Share Issue be and is hereby considered and approved (Note 3); (8) THAT the board of directors of the Company be and is hereby authorised to make final decision in relation to the proposal of the A Share Issue, sign all such agreements and/or documents, carry out all such procedures and take all such actions as they deem necessary, in connection with the completion of the proposed A Share Issue as well as the execution and completion of the procedures for the listing on the Shanghai Stock Exchange of such portion of shares to be issued to the public in the PRC after the completion of the A Share Issue. 2. THAT all decisions made by the Company in relation to the A Share Issue, i.e. all resolutions mentioned in resolution 1 above, shall be valid for one year from the date of passing of the relevant resolutions at the forthcoming H Shares Class Meeting and being approved by way of resolutions at an extraordinary general meeting and the domestic shares class meeting of the Company be and is hereby considered and approved. By order of the Board Yang Hongming Company Secretary Beijing, the People's Republic of China, 6 May 2004 Notes: 1. The proposed A Share Issue and the Company's proposed plan in relation to the use of net proceeds from the A Share Issue The Company's shareholders are reminded to read carefully details of the proposed A Share Issue as well as the relevant content of the proposal made by the Company in relation to the use of proceeds from the A Share Issue as contained in the announcement of the Company dated 6 May 2004 (the ' Announcement). Further details will be included in a circular to be despatched to the shareholders of the Company (the 'Circular'). 2. Private placing of state-owned legal person shares to holders of domestic shares of the Company ('Domestic Shares') Both China Datang Corporation and Tianjin Jinneng Investment Company are substantial shareholders of the Company. Accordingly, the Company's private placing of A Shares, being state-owned legal person shares which are provisionally prohibited from listing and circulating, to the aforesaid holders of Domestic Shares will constitute connected transactions of the Company as defined under the Rules governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is subject to the Company's independent shareholders approval respectively. Details of such private placing of A Shares are contained in the Announcement and Circular. 3. Arrangement on accumulated profits After the completion of the Company's A Share Issue, the Company's unappropriated accumulated profits as at the date of such issue shall be shared among the new and old shareholders of the Company. 4. Other matters (A) The Company's holders of H Shares are reminded that pursuant to the articles of association of the Company, the register of members of the Company will be closed from 22 May 2004 to 22 June 2004, both dates inclusive, during which period no transfer of shares will be registered. The Company's holders of H Shares, whose names appear on the register of members of the Company on 22 May 2004 are entitled to attend and vote at the H Shares Class Meeting. (B) Every shareholder of the Company entitled to attend and vote at the H Shares Class 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. (C) Where a holder of H Shares appoints more than one proxy, his proxies may only vote in a poll. (D) To be valid, holders of H Shares must deliver the form of proxy and, if such proxy is signed by a person on behalf of his appointer pursuant to a power of attorney or other authority, the power of attorney or other authority under which it is signed or a certified copy of that power or authority (such certification to be made by a notary) to the Company's H Share registrar Computershare Hong Kong Investor Services Limited, which is located at Rooms 1712-16 Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in not less than 24 hours before the time scheduled for holding the H Shares Class Meeting. (E) Shareholders of the Company who wish to attend the H Shares Class Meeting are required to return to the Company's H Share registrar Computershare Hong Kong Investor Services Limited, which is located at Rooms 1712-16 Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, notice of attendance on or before 1 June 2004 (3 weeks before the date of the meeting). Completion and return of the form of proxy and notice of attendance will not preclude a holder of H Shares from attending and voting at the H Shares Class Meeting in person. (F) The H Shares Class Meeting is expected to last for about half an hour. Holders of H Shares and their proxies attending the H Shares Class Meeting shall be responsible for their own travel and accommodation expenses. As at the date of this announcement, the directors of the Company are:- Zhai Ruoyu, Yu Hongji, Zhang Yi, Hu Shengmu, Yang Hongming, Wang Xianzhou, Liu Haixia, Su Tiegang, Ye Yonghui, Tong Yunshang, Zhang Wantuo, Yang Jiayi, Xu Daping*, Wu Zhentao* * independent non-executive directors DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) Notice of Attendance for the H Shares Class Meeting Name of shareholder (Note 1) __________________________________________ Number of shares held (Note 2)_______________________________ H Shares I/We intend to attend, or appoint a proxy (proxies) to attend the H Shares class meeting of the Company to be held at the Company's Conference Room No. 804, No. 482 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China at 11:30 a.m. on Tuesday, 22 June 2004. Notes: 1. Name(s) registered in the register of members to be inserted in block letters. 2. Please insert the number of shares registered under your name(s). 3. This notice, when duly completed and signed, is required to be delivered to the Company's H Share registrar Computershare Hong Kong Investor Services Limited at Rooms 1712-16, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by hand, post, cable or fax on or before 1 June 2004. Fax: (852) 2529 6087 or (852) 2865 0990. Signature(s): Date: 2004 This information is provided by RNS The company news service from the London Stock Exchange
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