Notice of EGM

Datang Intl Power Generation Co Ld 13 October 2005 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 EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the 'EGM') of Datang International Power Generation Co., Ltd. (the 'Company') will be held at the Company's Conference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China at 9:00 a.m. on 28 November 2005 for the purpose of considering and, if thought fit, passing the following resolutions: A. Ordinary Resolutions: 1. To consider and approve the investment plans of the Company; 2. To consider and approve the appointment of Mr. Fang Qinghai as non-executive director of the Company (note 1); 3. To consider and approve the accounting treatments of monetizing the Company's internal staff quarter allocation (note 2); B. Special Resolution: 1. To consider and approve the proposed amendments to the articles of association of the Company (note 3). By Order of the Board Yang Hongming Company Secretary Beijing, the People's Republic of China, 13 October 2005 Notes: 1. Appointment of director of the Company (the 'Director'). With respect to the proposed resignation of Mr. Kou Bingen from his current position of non-executive Director due to personal reason, the Company's controlling shareholder, China Datang Corporation, proposes Mr. Fang Qinghai to stand for election as non-executive Director. Mr. Fang Qinghai, aged 51, senior engineer. He is currently Deputy Head of the Development and Planning Department of China Datang Corporation. Mr. Fang has been working in the area of power systems for several years and is well experienced in the operation of power generation. 2. Pursuant to the articles of association of the Company (the 'Articles'), the monetization proposal for the Company's internal staff quarter allocation has been considered and approved by the board of Director(s) (the 'Board'). The housing allowance provided by the Company is in the form of deferred housing benefit and will be amortized over ten years. Pursuant to the first rule of Clause 2, Section 1 of the Ministry of Finance of China Cai Kuai (2005) No. 5, concerning 'The utilization of owners' interests for housing allowance shall be considered and approved at a general meeting!, the accounting treatments for direct utilizing the relevant housing allowance to the interests of the Company's owners in respect of the implementation of the monetization of the Company's internal staff quarter allocation, shall be tabled to a general meeting for consideration and approval. 3. The proposed amendments to the Articles. The original Article 104 of the Articles shall be amended as: 'The Supervisory Committee comprises four members, including one chairman and one deputy chairman. The number of external supervisors (supervisors who are not employees of the Company) of the Supervisory Committee shall not be less than half of the total number of supervisors, and the number of supervisors assumed by staff representatives shall not be less than one-third of the total number of supervisors. The term of office for a supervisor is three years and re-appointment is allowed subject to re-election. The appointment and removal of the chairman and deputy chairman of the Supervisory Committee should be resolved and passed by more than two-third of the members of the Supervisory Committee.' The original Article 105 of the Articles shall be amended as: 'Supervisors assumed by shareholders of the Company shall be elected and removed at a general meeting, and supervisors assumed by staff representatives of the Company shall be democratically elected and removed by staff members of the Company.' 4. Other Matters (1) Shareholders of the Company should note that, pursuant to the Articles, no transfer of shares of the Company will be registered from 29 October 2005 to 28 November 2005, both dates inclusive. Shareholders of the Company whose names are registered in the register of members of the Company at the close of business on 28 October 2005 are entitled to attend and vote at the EGM. (2) Any shareholder of the Company 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. (3) If more than one proxy are appointed to attend the meeting, the voting rights can only be exercised by way of poll. (4) If the proxy form of a holder of H shares of the Company is signed by any person other than the shareholder of the Company, the power of attorney or other authority should be notarially certified. To be valid, notarially certified copy of the power of attorney or other authority, together with the proxy form, must be deposited at the Company's H share registrar, Computershare Hong Kong Investor Services Limited of 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the holding of the EGM. (5) If the proxy form of a holder of domestic shares of the Company is signed by any person other than the shareholder of the Company, the power of attorney or other authority should be notarially certified. To be valid, notarially certified copy of the power of attorney or other authority, together with the proxy form, must be deposited at the Company at 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China. Postcode: 100053, not less than 24 hours before the holding of the EGM. (6) Shareholders of the Company who intend to attend the EGM are required to send the Notice of Attendance to the registered address of the Company by hand, post, cable or fax on or before 7 November 2005. Completion and return of the Notice of Attendance will not affect the right of shareholders of the Company to attend the EGM. (7) The EGM is expected to last for half a day. Shareholders of the Company or their proxies (if any) attending the EGM shall be responsible for their own travel and accommodation expenses. Registered Address of the Company: 8/F, No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, The People's Republic of China Postcode: 100053 Tel: (8610) 83581905 Fax: (8610) 83977083 or (8610) 83581907 As at the date of this notice, the Directors are: Zhai Ruoyu, Zhang Yi, Hu Shengmu, Kou Bingen, Yang Hongming, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, Liu Chaoan*, Yu Changchun* and Xia Qing* * 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 Extraordinary General Meeting Name of shareholder (Note 1) Number of shares held (Note 2) Domestic Shares/H Shares I/We intend to attend, or appoint a proxy (proxies) to attend the Extraordinary General 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 9:00 a.m. on 28 November 2005. 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 registered address at 8/F., No. 482 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China. Postcode: 100053, by hand, post, cable or fax on or before 7 November 2005. Tel: (8610) 8358 1905 Fax: (8610) 8397 7083 or (8610) 8358 1907 Signature(s): Date: 2005 This information is provided by RNS The company news service from the London Stock Exchange
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