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Modern Innovative Digital Technology Company Limited — Proxy Solicitation & Information Statement 2021
Dec 8, 2021
50521_rns_2021-12-08_62a9fa6a-1c7a-4785-bc42-75d70dc785dd.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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(a sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 00991)
NOTICE OF 2021 FOURTH EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2021 fourth extraordinary general meeting (the “ EGM ”) of Datang International Power Generation Co., Ltd. (the “ Company ”) will be held at 1616 Conference Room, Datang International Power Generation Co., Ltd., No. 9 Guangningbo Street, Xicheng District, Beijing, the People’s Republic of China (the “ PRC ”) at 9:30 a.m. on 30 December 2021 (Thursday) to consider and, if thought fit, pass the following resolutions:
SPECIAL RESOLUTION
- To consider and approve the “Resolution on Financial Proposal of Datang International as the Parent Company for the Year of 2022” [(Note][1)]
ORDINARY RESOLUTIONS
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To consider and approve the “Resolution on the Entering Into of the Comprehensive Product and Service Framework Agreement from 2022 to 2024 with CDC” [(Note][2)]
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To consider and approve the “Resolution on the Adjustment to the Director of the Company”:
- 3.1 Mr. Xiao Zheng serves as a non-executive Director of the tenth session of the Board of the Company [(Note][3)]
CLOSURE OF THE REGISTER OF MEMBERS OF THE COMPANY
Holders of H-shares of the Company (the “ H Shareholders ”) should note that, pursuant to the Articles of Association of the Company (the “ Articles of Association ”), the register of members of the Company will be closed from 24 December 2021 (Friday) to 30 December 2021 (Thursday) (both dates inclusive), during which period no transfer of any H-shares of the Company will be registered. H Shareholders whose names appear on the register of members of the Company on 24 December 2021 (Friday) are entitled to attend and vote at the EGM. In order to be entitled to the attendance of the EGM, H Shareholders are required to deliver the transfer document together with the relevant
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share certificates to the H-share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at or before 4:30 p.m. on 23 December 2021 (Thursday).
By order of the Board Jiang Jinming Company Secretary
Beijing, the PRC 8 December 2021
Notes:
- As considered and approved at the twenty-fifth meeting of the tenth session of the Board, the financing proposal of Datang International as the parent company for the year of 2022 was approved. The aggregate amount to be raised by way of domestic and overseas equity financing and debt financing in 2022 will be no more than RMB80 billion.
For details of this resolution, please refer to the overseas regulatory announcement dated 30 November 2021 regarding the resolutions of the Board of the Company.
- On 15 November 2021, the Company and China Datang Corporation Ltd. (“ CDC ”) entered into the 2021 Comprehensive Product and Service Framework Agreement. The transactions contemplated under the 2021 Comprehensive Product and Service Framework Agreement constitute the continuing connected transactions of the Company, and CDC and its associates will abstain from voting for relevant resolution.
For details, please refer to relevant announcement dated 15 November 2021 (the “ Announcement ”) and the circular dated 3 December 2021 of the Company.
- For details on the adjustment to the Director, please refer to the announcement of the Company dated 30 November 2021 in relation to the resolutions of the Board and the proposed adjustment to the Director of the Company.
Mr. Qu Bo will cease to act as the Director of the Company due to work adjustment and his term of office shall expire on the date when the new Director was considered and approved at the general meeting. Mr. Qu Bo has confirmed that he has no disagreement with the Board of the Company, and there is no matter that needs to be bought to the attention of the shareholders of the Company and the Shanghai Stock Exchange and the Hong Kong Stock Exchange.
The biographical details of Mr. Xiao Zheng are set out as follows:
Mr. Xiao Zheng, male, aged 57, is a senior economist with a bachelor degree. He has served as secretary of the Youth League General Branch of the Taiyi Engineering Division of Shanxi Electric Power Construction No. 1 Engineering Company (山西省電力建設第一工程公司); deputy secretary of the Youth League Committee of Shanxi Electric Power Construction No. 4 Engineering Company (山西省電 力建設第四工程公司); director of the office of Shanxi Electric Power Huaqing Enterprise Company (山 西電力華青企業公司); director of the office of Diversified Operation and Management Administration of Shanxi Electric Power Company (山西省電力公司); deputy director of the General Manager Work Department of Shanxi Jinneng Group Co., Ltd. (山西晉能集團有限公司); cadre and deputy director of
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the Diversified Operation Division of the Human Resources Department of the State Power Corporation (國家電力公司); deputy director (in charge of the work) of the Comprehensive Utilization Division of the Diversified Operation and Management Department of Huaneng Power International, Inc. (600011.SH, 0902.HK, HNP.N); deputy director (in charge of the work), and director of the Diversified Operation and Management Division of the Human Resources Department, and deputy director of the Human Resources Department of China Datang Corporation Ltd. (中國大唐集團有限公 司); secretary of the Party group and deputy general manager of Datang Yunnan Power Generation Co., Ltd. (大唐雲南發電有限公司); secretary of the Party Committee and deputy general manager of Datang Yunnan Power Generation Co., Ltd.; and secretary of the Party Committee and deputy general manager of Datang Shaanxi Power Generation Co., Ltd. (大唐陝西發電有限公司). He is currently the deputy secretary of the Party Committee of the Company.
If elected, the term of office of Mr. Xiao Zheng will commence from the date of approval at the EGM until the date of conclusion of the term of office of the tenth session of the Board (i.e. 30 June 2022). Mr. Xiao Zheng will receive remuneration according to relevant regulations and based on his actual positions in the Company, including salary, bonus, subsidy, employee welfare and insurance, housing fund and annuity, and will not receive any director’s remuneration from the Company.
As at the date of this notice, Mr. Xiao Zheng did not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and was not subject to any public disciplinary actions or sanctions by statutory and regulatory authorities.
As at the date of this notice, save as disclosed above, Mr. Xiao Zheng (i) has not hold any directorship in any other public companies listed on securities market in Hong Kong or overseas in the past three years; and (ii) does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Save as disclosed above, there are no other matters concerning the proposed appointment of Mr. Xiao Zheng that need to be brought to the attention of the shareholders and the Hong Kong Stock Exchange, and there are no other matters that need to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules.
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Other Matters
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(1) Each of the H Shareholders 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.
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(2) If the H Shareholders have appointed more than one proxy to attend the EGM, the proxies can only exercise their voting rights by way of poll.
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(3) To be valid, the H Shareholders must deliver the proxy form, and if such proxy form is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarized copy of that power of attorney or other authority, to the Company’s H-share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, in not less than 24 hours before the time scheduled for holding the EGM.
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(4) The above resolution No. 3 shall adopt the method of cumulative voting, i.e., the number of votes carried by each share held by the shareholders shall be equal to the number of positions and the shareholders may concentrate their entitled votes when voting. In particular, each shareholder shall be entitled to such number of votes as shall be equal to the number of shares held by him/her multiplied by the total number of non-executive Directors upon whom he/she can vote, when electing non-executive Directors, and such votes may only be voted for the candidates of the nonexecutive Directors of the Company. If a candidate of non-executive Director obtains more than half of the votes representing total number of shares with voting rights (on the basis of noncumulative number of shares) from the shareholders attending the EGM, he/she will be deemed as elected.
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(5) The EGM (onsite meeting) is expected to last for one hour. Shareholders and their proxies attending the EGM shall be responsible for their own travel and accommodation expenses. In view of the current situation, shareholders who wish to attend the EGM are recommended to give priority to exercising the shareholders’ voting rights by appointing the Chairman of the meeting to vote.
The Company’s office address:
No. 9 Guangningbo Street, Xicheng District, Beijing, the PRC Postcode: 100033 Telephone: (8610) 8800 8276 Fax: (8610) 8800 8264 Email: [email protected]
- (6) Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as defined in the overseas regulatory announcement of the Company dated 30 November 2021 in relation to the resolutions of the Board of the Company.
As at the date of this notice, the Directors of the Company are:
Liang Yongpan, Qu Bo, Ying Xuejun, Liu Jianlong, Su Min, Zhu Shaowen, Cao Xin, Zhao Xianguo, Jin Shengxiang, Sun Yongxing, Liu Jizhen*, Niu Dongxiao*, Kou Baoquan*, Zong Wenlong*, Si Fengqi*
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Independent non-executive Directors
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