RNS Number:0718L
Beijing Datang Power Generation Com
14 May 2003
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in any doubt about this document, you should consult a stockbroker or other registered dealer in securities,
bank manager, solicitor, professional accountant or other professional adviser.
If you have sold all your shares in Beijing Datang Power Generation Company Limited, you should at once hand this
document to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for
transmission to the purchaser.
The Stock Exchange of Hong Kong Limited (the "Stock Exchange") takes no responsibility for the contents of this
document, 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 document.
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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
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Notices convening an extraordinary general meeting ("Extraordinary General
Meeting"), a class meeting of holders of H shares ("H Class Meeting") and a
class meeting of holders of domestic shares ("Domestic Class Meeting") of
Beijing Datang Power Generation Company Limited (the "Company") to be held at
the conference room of the Company, 8/F, No. 482 Guanganmennei Avenue, Xuanwu
District, Beijing, the People's Republic of China ("PRC") on 30 June, 2003
commencing at 11:00 a.m., 11:30 a.m. and noon, respectively are set out on pages
6 to 11 of this document.
Whether or not you are able to attend the Extraordinary General Meeting, the H
Class Meeting or the Domestic Class Meeting in person, please complete the
enclosed proxy forms and notices of attendance in accordance with the
instructions printed thereon and return to the Company as soon as possible and
in any event to be received, in case of the proxy forms, not less than 24 hours
before the time scheduled for holding the Extraordinary General Meeting, H Class
Meeting or Domestic Class Meeting; in case of notices of attendance, by 7 June,
2003 (3 weeks before the day of meeting). If you are a holder of H Shares,
please return the proxy forms and notices of attendance to the Company's H
Shares Registrar, Computershare Hong Kong Investor Services Limited at Room 1901
-5 Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong. If you are a
holder of Domestic Shares, please return the proxy forms and notices of
attendance to the Company's office at its registered address, No. 482
Guanganmennei Avenue, Xuanwu District, Beijing, People's Republic of China,
100053. Completion and delivery of proxy forms and notices of attendance will
not preclude you from attending and voting at the relevant meeting.
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LETTER FROM THE CHAIRMAN
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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)
Executive Directors: Legal Address:
YU Hongji No. 482 Guanganmennei
ZHANG Yi Avenue, Xuanwu District
YANG Hongming Beijing
WANG Xianzhou People's Republic of China 100053
Non-Executive Directors: Principal place of business in Hong Kong:
ZHAI Ruoyu c/o Simmons & Simmons
HU Shengmu 35th Floor
YANG Jiayi Cheung Kong Center
LIU Haixia 2 Queen's Road Central
SU Tiegang Central
YE Yonghui Hong Kong
TONG Yushang
ZHANG Wan Tuo
Independent Non-Executive Directors:
XU Da Ping
WU Zhen Tao
9 May, 2003
To the shareholders of the Company
Dear Sir or Madam,
PROPOSAL FOR SHAREHOLDERS' APPROVAL 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
1. INTRODUCTION
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 Convertible Bonds are expected to be offered to professional and
institutional investors, and shareholding 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.
2. 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
RMB1.00 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."
3. 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.
4. 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.
5. 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.
6. EXTRAORDINARY GENERAL MEETING, H CLASS MEETING AND DOMESTIC CLASS MEETING
Set out in pages 6, 8 and 10 respectively of this Circular of which this
letter forms a part, are the notices (the "Notices") to convene the
Extraordinary General Meeting, H Class Meeting and the Domestic Class Meeting at
the conference room of the Company, 8/F, No. 482 Guanganmennei Avenue, Xuanwu
District, Beijing, the PRC at 11:00 a.m., 11:30 a.m. and noon respectively on 30
June, 2003 to consider and, if thought fit, pass the special resolution to
extend the effective period of all special resolutions passed on 10 May, 2002 by
the shareholders of the Company in relation to the issue of the Convertible
Bonds to 29 June, 2004.
The register of shareholders of the Company will be closed from 1 June,
2003 to 30 June, 2003, both days inclusive. A person registered in the register
of shareholders of the Company as at 1 June, 2003 shall be entitled to attend
and vote at the Extraordinary General Meeting and the H Class Meeting or the
Domestic Class Meeting, as the case may be.
The Company's articles of association provides that a general meeting or a
class meeting may be held on receipt of written replies 20 days before the date
of the relevant meeting by the relevant shareholders who intend to attend the
meeting representing (in the case of general meetings) one half or more of the
Company's total voting shares or (in the case of class meetings) one half or
more of the voting rights of the relevant class. If insufficient written replies
are received, the Company shall within five days notify the shareholders by
public notice of the matters to be transacted at, the place and date for, the
meeting. The Company may then hold the meeting after such publication of notice.
To pass a special resolution at a general meeting, more than two-thirds of the
votes represented by the shareholders (including proxies) present at the meeting
must be carried in favour of the resolution. Special resolutions at a class
meeting must be passed by votes of more than two-thirds of the voting rights of
shareholders of the relevant class (including proxies) present at the class
meeting who are entitled to vote at the class meeting.
A shareholder of the Company or a holder of H Shares or Domestic Shares is
entitled to appoint one or more proxies to attend and vote at the Extraordinary
General Meeting or the H Class Meeting or the Domestic Class Meeting (as the
case may be) in his place and the proxy need not be a shareholder or holder of H
Shares or Domestic Shares.
Proxy forms and notices of attendance for use at the Extraordinary General
Meeting, the H Class Meeting and the Domestic Class Meeting are enclosed.
Whether or not you intend to be present at the meeting, you are requested to
complete and return the proxy forms and notices of attendance to the Company.
If you are a holder of H Shares, please return the proxy forms and 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 in accordance with the instructions printed thereto.
The proxy forms are to be received not later than 24 hours before the time
scheduled for holding the respective meetings and the notices of attendance are
to be returned to the Company's H Share Registrar by 7 June, 2003 (3 weeks
before the day of meeting). Completion and deposit of proxy forms and notices of
attendances will NOT preclude you from attending and voting at the Extraordinary
General Meeting or the H Class Meeting.
If you are a holder of Domestic Shares, please return the proxy forms and
notices of attendance to the office of the Company at its registered address,
No. 428 Guanganmennei Avenue, Xuanwu District, Beijing, the PRC 100053 in
accordance with the instructions printed thereto. The proxy forms are to be
received not later than 24 hours before the time scheduled for holding the
respective meetings and the notices of attendance are to be returned to the
Company by 7 June, 2003 (3 weeks before the day of meeting). Completion and
deposit of proxy forms and notices of attendances will NOT preclude you from
attending and voting at the Extraordinary General Meeting or the Domestic Class
Meeting.
7. RECOMMENDATION
The Directors, including the independent non-executive Directors, are of
the opinion that the extension of the effective period of the special
resolutions passed on 10 May, 2002 in relation to the issue of the Convertible
Bonds are in the best interest of the Company and its shareholders as a whole
and recommend the shareholders, holders of H Shares and holders of Domestic
Shares to vote in favour of the resolution to be proposed at the Extraordinary
General Meeting, H Class Meeting and Domestic Class Meeting respectively.
Yours faithfully,
Zhai Ruoyu
Chairman
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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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)
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 H Share 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.
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NOTICE OF H CLASS MEETING
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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)
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.
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NOTICE OF DOMESTIC CLASS MEETING
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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)
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 ("Domestic Shares") will be held on 30 June, 2003 at noon (or as soon
thereafter as the extraordinary general meeting and the class meeting of the
holders of RMB denominated ordinary shares of RMB1.00 in the registered capital
of the Company which are subscribed for and traded in Hong Kong dollars ("H
Shares") 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 "Domestic 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 Domestic 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 Domestic 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 Domestic Shares, whose
names appear on the register of shareholders of the Company on 1 June, 2003 are entitled to attend the
Domestic Class Meeting and to vote thereat.
(B) Any holders of Domestic Shares entitled to attend and vote at the Domestic 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 Domestic 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 Domestic 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 office of the Company at its registered
address not less than 24 hours before the time scheduled for holding the Domestic Class Meeting.
(E) Holders of Domestic Shares who intend to attend the Domestic Class Meeting are required to return the
notices of attendance to the office of the Company at its registered address 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
Domestic Shares to attend and vote at the Domestic Class Meeting.
(G) The Domestic Class Meeting is expected to last for half an hour. Holders of Domestic Shares and their
proxies attending the Domestic Class Meeting shall be responsible for their own transportation and
accommodation expenses.
(H) Details of the registered address of the Company 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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