Proxy Form for AGM
Datang Intl Power Generation Co Ld
16 April 2008
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 991)
Proxy Form for Use at the 2007 Annual General Meeting
The number of
shares which this
proxy form relates
(Note 1)
I/We (Note 2) ______________________________________________ of
_____________________________________being the registered holder(s) of
_____________________________________________ H shares (Note 3) in Datang
International Power Generation Co., Ltd. (the 'Company') HEREBY APPOINT the
Chairman of the Meetings, or ______________________________________________
(Note 4) as my/our proxy(ies) to attend and act for me/us at the 2007 annual
general meeting of the Company (the 'AGM') to be held at the multi-purpose
function room of 3/F, CTS (HK) Grand Metro Park Hotel, No. 338 Guanganmennei
Avenue, Xuanwu District, Beijing, the People's Republic of China (the 'PRC')
on 30 May 2008 (Friday) at 9:00 a.m. or at any adjournment thereof and to
vote at such meeting or any adjournment thereof as hereunder indicated in
respect of the resolution as listed in the Notice of 2007 AGM or, if no such
indication is given, as my/our proxy(ies) thinks fit.
Ordinary Resolutions For (Note 5) Against
(Note 5)
1. to consider and approve the 'Report of the board of directors of the Company!
(including non-executive independent directors report on work)
2. to consider and approve the 'Report of the supervisory committee of the Company for
the year 2007!
3. to consider and approve the 'Financial report of the Company for the year 2007'
4. to consider and approve the 'Profit distribution plan for the year 2007'
5. to consider and approve the 'Resolution on the re-appointment of
PricewaterhouseCoopers Zhong Tian CPAs Co, Ltd. and PricewaterhouseCoopers Certified
Public Accountants, Hong Kong as the Company's 2008 domestic and international
auditors, respectively'
6. to consider and approve the 'Resolution on the Investment in the Construction of the
Coal-based Natural Gas Project in Kesheketeng'
7. to consider and approve the 'Resolution on the Provision of Guarantees for the
Company's Investment and Construction Projects'
8. to consider and approve the 'Resolution on the Provision of Guarantee for the Loan
of Jiangxi Datang International Xinyu Power Generation Company Limited, the
wholly-owned subsidiary of the Company'
9. to consider and approve the 'Proposal to the General Meeting on Replacement of
Supervisor
agree Mr. Zhang Wantuo no longer be the supervisor of the Company
to appoint Mr. Zhang Xiaoxu as supervisor of the Company
Special Resolutions For (Note 5) Against
(Note 5)
1. to consider and approve the 'Proposal on the Preparation of Medium-to-short-term
Debt Financing'
The Company intends to apply for a medium-to-short-term debt financing quota of not
more than RMB10 billion and submit the followings to the general meeting for approval:
(i) To approve, verify and ratify the Company's medium-to-short-term debt financing
plan, and pursuant to which a mandate be granted to the Company to issue
medium-to-short-term debt financing in a principal amount of not more than RMB10
billion and that such mandate be effective for a term of 12 months effective from
the date of approval by the Company's shareholders; and
(ii) To grant a mandate to any two directors of the Company to, with reference to the
market conditions and the Company's needs, decide and plan the relevant
matters, including but not limited to, the final issue size, term, issue method
and interest rate, and to grant a mandate to any two directors of the Company to,
when deemed necessary, beneficial or in the interest of the Company, sign any
necessary documents or take any necessary actions regarding the effection of the
plan or any additional matters related or relevant to the plan.
2. to consider and approve the !(S)Proposal on Requesting the General Meeting to Grant a
Mandate to the Board to Issue New Shares Not More Than 20% of Each Class of Shares!
The Board agreed to request the general meeting to grant the following mandates to the
Board:
(1) Proposes, subject to note (2) of this special resolution, to generally and
unconditionally authorise the Board to, within 12 months from the date of approval
of this special resolution at the AGM, exercise all rights of the Company to place
or issue, individually or jointly, domestic shares (A shares) and overseas-listed
foreign shares (H shares) and execute or grant any offers, agreements and
arrangements which may require the exercise of such rights;
(2) Pursuant to note (1) of this special resolution, the Board may place or issue,
individually or jointly, A shares and H shares with the respective number of A
shares and H shares to be placed or issued, individually or jointly, not more than
20% of the respective number of the issued A shares and H shares of the Company at
the date of passing this resolution;
(3) Subject to note (1) and note (2) of this special resolution, the Board may, within
the given limits, determine the respective number of A shares and H shares to be
placed or issued, individually and jointly, and
(4) Subject to notes (1), (2) and (3) of this special resolution and according to the
actual condition of the placement or issue of new A shares and new H shares, the
Board be authorised to increase the registered capital of the Company and make
appropriate amendments to Articles 18 and 21 to the !(S)Articles of Association!.
Date: ______________________ 2008 Signature (Note 6): ______________________
Notes:
1. Please insert the number of shares in the Company registered in your name(s) and to which this proxy form
relates. If no such number is inserted, this proxy form will be deemed to relate to all the shares in the
Company registered in your name(s).
2. Please insert full name(s) and address(es) (as shown in the register of members of the Company) in block
capitals.
3. Please insert the number of all the shares in the Company registered in your name(s) and delete if
inappropriate.
4. If any proxy other than the Chairman is preferred, strike out 'the Chairman of the Meetings, or' and insert
the name of the proxy desired in the space provided. Each shareholder is entitled to appoint one or more proxy
(ies) to attend and vote at the meeting. A proxy needs not be a shareholder of the Company. Any alteration made
to this proxy form must be signed by the person who signs it.
5. Important: if you wish to vote for any resolution, tick in the box marked 'For'. If you wish to vote against
any resolution, tick in the box marked 'Against'. Failure to tick either box will entitle your proxy to cast
your vote at his discretion.
6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a
corporation or institution, either under its common seal or under the hand of an officer or attorney duly
authorised in that regard.
7. Holder of H shares must deliver this proxy form and, if such proxy is signed by a person on behalf of the
appointor 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 at 46/
F, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong. Fax: (852) 2885 0990 or (852) 2529 6087.
8. Unless otherwise indicated in the context in this Proxy Form, terms defined in the Notice of the 2007 Annual
General Meeting published by the Company dated 14 April 2008 shall have the same meanings when used herein.
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