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Modern Innovative Digital Technology Company Limited Proxy Solicitation & Information Statement 2009

Apr 16, 2009

50521_rns_2009-04-16_48054d1c-3c85-490e-9725-dd9ff5ef4be0.pdf

Proxy Solicitation & Information Statement

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(a sino-foreign joint stock limited company incorporated in the People’s Republic of China) (Stock Code: 991)

Proxy Form for Use at the 2008 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 2008 annual general meeting of the Company (the “AGM”) to be held at the function room of 5/F., Intercontinental Hotel, No. 11 Financial Street, Xicheng District, Beijing, the People’s Republic of China (the “PRC”) on 3 June 2009 (Wednesday) 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 resolutions as listed in the Notice of 2008 AGM or, if no such indication is given, as my/our proxy(ies) thinks fit.

Ordinary Resolutions Ordinary Resolutions For(Note 5) Against(Note 5)
1. To consider and approve the “Report of the board of directors of the Company (the“Board”) for the year 2008” (including independent non-executive directors reporton work)”.
2. To consider and approve the “Report of the supervisory committee of the Companyfor the year 2008”.
3. To consider and approve the“Proposal of final accounts for the year 2008”.
4. To considerand approve the“Profit distributionproposal forthe year 2008”.
5. To consider and approve the“Proposal on the re-appointment of PricewaterhouseCoopers”.
6. To consider and approve the “Proposal on the method of receiving the Company’scorrespondence by the shareholders”.
Special Resolutions
7. To consider and approve the “Amendments to the Articles of Association of theCompany”.
8. To consider and approve the “Extension on the Mandate for the Issue of Medium-to-short-term Debentures by the Company”.
9. To consider and approve the “Proposal on Requesting the General Meeting to Granta Mandate to the Board to Issue New Shares Not More Than 20% of Each Class ofShares”.
10. To consider and approve the “Resolution on the Company’s Fulfillments to theConditions for Non-public Issue of A Shares”.
11. To consider and approve the “Proposal for Non-public Issue of A Shares”.
(1)Type of shares to be issued and par value;
(2)Number of shares to be issued;
(3)Method and time of issue;
(4)Target subscribers and subscription method;
(5)Place of listing;
(6)Issue price and method of pricing;
(7)Use of fundraising proceeds;
(8)Arrangement for the accumulated profits prior to the current issue;
(9)Arrangement for the lock-up period; and
(10)The effective period for the resolution on the current non-public issue ofshares.
12. To consider and approve the “Proposal to the General Meeting to Authorise the Board
to Conduct All Matters in relation to the Current Non-public Issue of A Shares at
its Discretion”.
13. To consider and approve the “Feasibility Analysis Report on the Use of Fundraising
Proceeds under the Current Non-public Issue of A Shares”.
14. To consider and approve the “Plan relating to the Current Non-public Issue of A
Shares”.
15. To consider and approve the“Report on the Previous Use of Fundraising Proceeds”.

Date: 2009 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 Rooms 1806-1807, 18/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 2008 Annual General Meeting published by the Company dated 17 April 2009 shall have the same meanings when used herein.