RNS Number:8955K
Beijing Datang Power Generation Com
09 May 2003
BEIJING DATANG POWER GENERATION COMPANY LIMITED
(Incorporated as a Sino-foreign joint stock limited company in the People's
Republic of China with limited liability)
Proposal for shareholders' approvals to extend the effective period of
the special resolutions passed on 10 May, 2002 in relation to the
issue of bonds convertible into new H shares of the Company
The Company held an extraordinary general meeting, a class meeting of the holders of H Shares (as defined below) and a
class meeting of the holders of Domestic Shares (as defined below) separately on 10 May, 2002, pursuant to which
special resolutions were passed to authorise, among other matters, (a) the Company to issue up to US$300 million in
principal amount of bonds convertible into new H Shares (as defined below) on such terms and conditions as the
directors of the Company ("Directors") determine (the "Convertible Bonds"); and (b) the Directors to issue such number
of new H Shares (as defined below) pursuant to the exercise of the conversion rights (if any) attached to the
Convertible Bonds. According to the relevant laws of the PRC, the effective period of such authority granted by the
shareholders shall expire twelve months after date of the above mentioned extraordinary general meeting and class
meetings on 10 May, 2003.
The relevant procedures in relation to the issue of the Convertible Bonds have not yet been completed. In addition,
consideration is also taken in respect of the seriousness of the recent outbreak of "SARS" which has resulted in
unfavourable market conditions, the Directors are of the opinion that the market conditions in the recent weeks has not
been suitable for the issue of the Convertible Bonds.
For the above reasons, the Company will not be able to complete the necessary preparation work for the issue of the
Convertible Bonds before 10 May, 2003. The Company proposes to extend the effective period of the relevant special
resolutions in relation to the issue of the Convertible Bonds by the Company, which were passed held on 10 May, 2002,
until 29 June, 2004. During the period of extension, the size, terms and conditions and the use of proceeds of the
issue of the Convertible Bonds will remain the same as described in a circular to shareholders of the Company dated 25
March, 2002 in respect of the proposed issue of the Convertible Bonds.
Proposed extension of the effective period of the special resolutions passed on
10 May, 2002
The Company held an extraordinary general meeting, a class meeting of the
holders of H Shares (as defined below) and a class meeting of the holders of
Domestic Shares (as defined below) separately on 10 May, 2002, pursuant to which
special resolutions were passed to authorise, among other matters, (a) the
Company to issue up to US$300 million in principal amount of bonds convertible
into new H Shares (as defined below) on such terms and conditions as the
directors of the Company ("Directors") determine (the "Convertible Bonds"); and
(b) the Directors to issue such number of new H Shares (as defined below)
pursuant to the exercise of the conversion rights (if any) attached to the
Convertible Bonds. According to the relevant laws of the PRC, the effective
period of such authority granted by the shareholders shall expire twelve months
after date of the above mentioned extraordinary general meeting and class
meetings on 10 May, 2003. The Company proposes to extend the effective period of
the special resolutions passed on 10 May, 2002
The Convertible Bonds are expected to be offered to professional and
institutional investors, and shareholders of the Company will not be entitled to
subscribe for the Convertible Bonds solely by virtue of their shareholders in
the Company. The Company will make further announcements and will comply with
all relevant requirements under the Rules Governing the Listing of Securities on
the Stock Exchange (the "Listing Rules") if any Convertible Bonds are proposed
to be offered to any person who is connected to the Company's Directors, chief
executive officer, substantial shareholder and their respective Associates
(within the meaning as defined in the Listing Rules) before the issue of the
Convertible Bonds.
Resolutions passed on 10 May, 2002
The following resolutions were passed on 10 May, 2002 as special resolutions:
(1) "THAT subject to the passing of special resolutions (2) and (3) below and conditional upon:
(a) approvals being granted by the holders of RMB denominated ordinary shares with a nominal value
of RMB 1.00 each in the registered capital of the Company which are subscribed for and traded
in Hong Kong dollars ("H Shares") by way of special resolutions at a class meeting of the
holders of H Shares (the"H Class Meeting") and the holders of RMB denominated ordinary shares
with a nominal value of RMB1.00 each in the registered capital of the Company ("Domestic
Shares") by way of special resolutions at a class meeting of the holders of Domestic Shares
(the "Domestic Class Meeting"); and
(b) such approvals being granted by the relevant PRC regulatory authorities for the issue of the
Convertible Bonds (as defined below) and the new H Shares to be issued upon the exercise (if
any) from time to time of the conversion rights attached to the Convertible Bonds (as defined
below),
the Company may issue up to US$300,000,000 in principal amount of bonds convertible into new H Shares on
such terms and conditions as the Directors determine (the "Convertible Bonds") and the Directors be and are
hereby authorized to issue the Convertible Bonds, such authority to expire twelve months after the date of
this extraordinary general meeting unless otherwise revoked or varied by shareholders at a general meeting
or by holders of H Shares or holders of Domestic Shares at their respective class meetings."
(2) "THAT subject to the passing of special resolution (1) above and special resolution (3) below, the Company
may increase the registered capital of the Company and make appropriate and necessary amendments to the
Company's articles of association at any time as the Directors think fit in order to reflect the increase
in the registered capital of the Company upon conversion (if any) of the Convertible Bonds, and the
Directors be and are hereby authorized to carry out such increase, to make such amendments, to attend to
and handle all necessary procedures and registrations regarding the amendments to the registered capital
and articles of association of the Company."
(3) "THAT subject to the passing of special resolutions (1) and (2) above and conditional upon (a) approvals
being granted by the holders of H Shares by way of special resolutions at the H Class Meeting and the
holders of Domestic Shares by way of special resolutions at the Domestic Class Meeting; and (b) the issue
of Convertible Bonds, the Company may issue and the Directors be and are hereby authorised to issue from
time to time and in accordance with the terms and conditions of the Convertible Bonds, such number of new H
Shares as may be required to be issued pursuant to the exercise of the conversion rights (if any) attached
to the Convertible Bonds."
Reasons for extension
Pursuant to the resolutions passed at the extraordinary general meeting held on
10 May, 2002 as set out above, the Company has been actively carrying out and
preparing the necessary work in respect of the issue of the Convertible Bonds.
However, the relevant procedures have not yet been completed. In addition,
consideration is also taken in respect of the seriousness of the recent outbreak
of "SARS" which has resulted in unfavourable market conditions, the Directors
are of the opinion that the market conditions in the recent weeks has not been
suitable for the issue of the Convertible Bonds.
For the above reasons, the Company will not be able to complete the necessary
preparation work for the issue of the Convertible Bonds before 10 May, 2003.
However, the Company has already carried out a large amount of preparation work
and the Company anticipates that the market condition will improve gradually. In
order to satisfy the financing needs of the Company, to protect the interests of
the Company and its shareholders and to ensure the successful issue of the
Convertible Bonds, the Company proposes to extend the effective period of the
relevant special resolutions in relation to the issue of the Convertible Bonds
by the Company, which were passed at the extraordinary general meeting, the
class meeting of holders of H Shares and the class meeting of the holders of
Domestic Shares held on 10 May, 2002, until 29 June, 2004. During the period of
extension, the size, terms and conditions and the use of proceeds of the issue
of the Convertible Bonds will remain the same as described in a circular to
shareholders of the Company in respect of the proposed issue of the Convertible
Bonds, which was dated and dispatched to the shareholders of the Company on 25
March, 2002.
Proposed Use of Proceeds
The proposed use of proceeds of the issue of the Convertible Bonds will remain
the same as described in the circular dated and dispatched to the shareholders
of the Company on 25 March, 2002. The net proceeds are expected to be used to
finance the Company's foreign exchange requirements for the following:
(a) funding the purchase of imported equipment for use in power generation plants for an aggregate amount of up
to US$220 million; and
(b) any remaining balance will be used for refinancing part of the Company's current foreign exchange
borrowings.
Since (i) the purchase of the equipment for the use in power generation plants,
which is intended to be funded by the proceeds of the issue of the Convertible
Bonds, is only one of the on-going long term development plan of the Company ;
and (ii) the Company has other ways of financing, the Directors are of the
opinion that the delay in the issue of the Convertible Bonds will not result in
any adverse impact on the business and operation of the Company.
Impact on Shareholders
Upon conversion of the Convertible Bonds to be issued, there would be an
increase in the number of H Shares held by the public. The exact size of the
increase will depend upon the final terms of the Convertible Bonds, including,
among other terms, the size of the issue and the conversion price at which the
Convertible Bonds will be converted into H Shares. It is currently contemplated
that the initial conversion price will be determined with reference to a premium
over the average closing price of H Shares for a certain period of trading days
immediately prior to the pricing date. The final terms of the Convertible Bonds
are expected to be determined only after the completion of a roadshow and
"book-building" offering process. For illustrative purposes only, assuming an
issue size of US$300 million, full conversion of the Convertible Bonds and that
the initial conversion price equals to HK$2.99 (being the average closing price
of the H Shares for the last five trading days ending 7 May, 2003), the equity
interest of the existing holders of H Shares in the Company will be diluted from
the current level of 27.7% to approximately 24.1% of the then enlarged
registered capital of the Company. Shareholders' equity interest in the Company
will be diluted as a result of the exercise of the conversion rights attached to
the Convertible Bonds. Further announcements will be made to shareholders of the
Company once the terms and conditions of the Convertible Bonds are determined.
Extraordinary General Meeting, H Class Meeting and Domestic Class Meeting
The Extraordinary General Meeting, H Class Meeting and the Domestic Class
Meeting will be convened at 11:00 a.m., 11:30 a.m. and noon respectively on 30
June, 2003 at which special resolutions of the shareholders, holders of H Shares
and holders of Domestic Shares will be proposed to approve the extension of the
effective period of all special resolutions passed on 10 May, 2002, in relation
to the issue of the Convertible Bonds, until 29 June, 2004. Notices of the
Extraordinary General Meeting and the H Class Meeting are set out at the end of
this announcement.
By order of the Board
Yang Hongming
Executive Director and Company Secretary
9 May, 2003, Beijing
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NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will
be held on 30 June, 2003 at 11:00 a.m. at the conference room of the Company, 8/
F, No. 428 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic
of China (the "PRC") to consider and, if thought fit, to pass the following
resolution as special resolution (the "Extraordinary General Meeting"):
"THAT the effective period of the special resolutions passed at the
extraordinary general meeting held on 10 May, 2002, which authorized, among
other matters, (a) the Company to issue up to US$300,000,000 in principal amount
of bonds convertible into new RMB denominated ordinary shares with a nominal
value of RMB1.00 each in the registered capital of the Company which are
subscribed for and traded in Hong Kong dollars ("H Shares") on such terms and
conditions as the Directors determine (the "Convertible Bonds"); and (b) the
Directors to issue such number of new H Shares pursuant to the exercise of the
conversion rights (if any) attached to the Convertible Bonds, be and are hereby
extended until 29 June, 2004."
For details of the special resolutions passed at the extraordinary general
meeting held on 10 May, 2002, please refer to the South China Morning Post and
Hong Kong Economic Journal dated 25 Mach, 2002 or the website of the Hong Kong
Stock Exchange Limited at www.hkex.com.hk (Company's stock code: 991).
By order of the Board of Directors
Yang Hongming
Executive Director and Company Secretary
9 May, 2003, Beijing, PRC
Notes:
(A) The Company's shareholders are reminded that pursuant to the articles of association of the Company, the
register of shareholders of the Company will be closed from 1 June, 2003 to 30 June, 2003, both days
inclusive, during which period no transfer of shares will be registered. The Company's shareholders, whose
names appear on the register of shareholders of the Company on 1 June, 2003 are entitled to attend the
Extraordinary General Meeting and to vote thereat.
(B) Any holders of the Company's 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.
(C) Where a shareholder of the Company appoints more than one proxy, his proxies may only vote in a poll.
(D) To be valid, the proxy forms for the use of shareholders of the Company 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 must be delivered to the Company not less than 24 hours before
the time scheduled for holding the Extraordinary General Meeting.
(E) Shareholders of the Company who intend to attend the Extraordinary General Meeting are required to return
the notices of attendance to the Company on or before 7 June, 2003 (3 weeks before the day of meeting).
(F) Completion and return of the proxy forms and notices of attendance will not affect the right of
shareholders of the Company to attend and vote at the Extraordinary General Meeting.
(G) Holders of H Shares shall deliver the proxy forms (and a notarised copy of the power of attorney or other
authority if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or
other authority) and the notices of attendance to the Company's Registrar, Computershare Hong Kong Investor
Services Limited at Room 1901--5, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong.
(H) Holders of RMB denominated ordinary shares of RMB1.00 each in the registered capital of the Company
("Domestic Shares") shall deliver the proxy forms (and a notarised copy of the power of attorney or other
authority if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or
other authority) and the notices of attendance to the office of the Company at its registered address.
Details of the Company's registered address are as follows:
No. 482 Guanganmennei Avenue
Xuanwu District
Beijing
People's Republic of China
Tel: (8610) 8358 1905
Fax: (8610) 8358 1907
Post Code: 100053
(I) The Extraordinary General Meeting is expected to last for half an hour. Shareholders of the Company and
their respective proxies attending the Extraordinary General Meeting shall be responsible for their own
transportation and accommodation expenses.
--------------------------------------------------------------------------------
NOTICE OF H CLASS MEETING
NOTICE IS HEREBY GIVEN that a class meeting of the holders of RMB denominated
ordinary shares of RMB1.00 each in the registered capital of the Company which
are subscribed for and traded in Hong Kong dollars ("H Shares") will be held on
30 June, 2003 at 11:30 a.m. (or as soon thereafter as the extraordinary general
meeting of the Company convened on the same day and at the same place shall have
been concluded or adjourned), at the conference room of the Company, 8/F, No.
458 Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of
China (the "PRC") to consider and, if thought fit, to pass the following
resolution as special resolution (the "H Class Meeting"):
"THAT the effective period of the special resolutions passed at the class
meeting of the holders of H Shares held on 10 May, 2002, which authorized, among
other matters, (a) the Company to issue up to US$300,000,000 in principal amount
of bonds convertible into new H Shares on such terms and conditions as the
Directors determine (the "Convertible Bonds"); and (b) the Directors to issue
such number of new H Shares pursuant to the exercise of the conversion rights
(if any) attached to the Convertible Bonds, be and are hereby extended until 29
June, 2004."
For details of the special resolutions passed at the class meeting of the
holders of H Shares held on 10 May, 2002, please refer to the South China
Morning Post and Hong Kong Economic Journal dated 25 Mach, 2002 or the website
of the Hong Kong Stock Exchange Limited at www.hkex.com.hk (Company's stock
code: 991).
By order of the Board of Directors
Yang Hongming
Executive Director and Company Secretary
9 May, 2003, Beijing, PRC
Notes:
(A) Holders of H Shares are reminded that pursuant to the articles of association of the Company, the register
of shareholders of the Company will be closed from 1 June, 2003 to 30 June, 2003, both days inclusive,
during which period no transfer of shares will be registered. Holders of the H Shares, whose names appear
on the register of shareholders of the Company on 1 June, 2003 are entitled to attend the H Class Meeting
and to vote thereat.
(B) Any holders of H Shares entitled to attend and vote at the H 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, the proxy forms for the use of holders of H Shares 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 must be delivered to the Company's H Share Registrar, Computershare Hong
Kong Investor Services Limited at Room 1901--5, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong
not less than 24 hours before the time scheduled for holding the H Class Meeting.
(E) Holders of H Shares who intend to attend the H Class Meeting are required to return the notices of
attendance to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Room
1901--5, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong on or before 7 June, 2003 (3 weeks
before the day of meeting).
(F) Completion and return of the proxy forms and notices of attendance will not affect the right of holders of
H Shares to attend and vote at the H Class Meeting.
(G) The H Class Meeting is expected to last for half an hour. Holders of H Shares and their proxies attending
the H Class Meeting shall be responsible for their own transportation and accommodation expenses.
This information is provided by RNS
The company news service from the London Stock Exchange
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