CGN Power Co., Ltd. — AGM Information 2017

Apr 7, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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中國廣核電力股份有限公司 CGN Power Co., Ltd. *

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1816)

NOTICE OF 2016 ANNUAL GENERAL MEETING

NOTICE IS HERBY GIVEN THAT the 2016 annual general meeting (the “ AGM ”) of CGN Power Co., Ltd.* (the “ Company ”) will be held at 10:00 a.m. on Wednesday, May 24, 2017 at Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments or supplements:

Ordinary Resolutions

1. To consider and approve the report of the board of directors (“ Board ”) for the year ended December 31, 2016.

2. To consider and approve the report of the supervisory committee for the year ended December 31, 2016.

3. To consider and approve the annual report for the year 2016.

4. To consider and approve the audited financial statements for the year ended December 31, 2016.

5. To consider and approve the profit distribution plan for the year ended December 31, 2016.

6. To consider and approve the investment plan and capital expenditure budget for the year 2017.

7. To consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the domestic and international auditors of the Company, respectively, for the year 2017 until the close of the next annual general meeting of the Company, and to authorize the Board to determine their remuneration.

8. To re-elect and appoint directors.

   • (1) To approve Mr. Zhang Shanming to be non-executive Director.

   • (2) To approve Mr. Gao Ligang to be executive Director.

   • (3) To approve Mr. Tan Jiansheng to be non-executive Director.

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• (4) To approve Mr. Shi Bing to be non-executive Director.

• (5) To approve Ms. Zhong Huiling to be non-executive Director.

• (6) To approve Mr. Zhang Yong to be non-executive Director.

• (7) To approve Mr. Na Xizhi to be independent non-executive Director.

• (8) To approve Mr. Hu Yiguang to be independent non-executive Director.

• (9) To approve Mr. Francis Siu Wai Keung to be independent non-executive Director.

1. To re-elect and appoint supervisors.

   • (1) To approving Mr. Chen Sui as non-employee representative Supervisor.

   • (2) To approving Mr. Yang Lanhe as non-employee representative Supervisor.

   • (3) To approving Mr. Chen Rongzhen as non-employee representative Supervisor.

2. To consider and approve the remuneration of directors and supervisors of the Company for the year 2017.

Special Resolution

1. (I) To consider and approve the grant of a general mandate to the Board to allot, issue and deal with additional overseas-listed foreign-invested shares (“ H Shares ”) during the relevant period. The Board may, independently or simultaneously, allot, issue and deal with additional H Shares (otherwise than pursuant to the issue of shares by conversion of the surplus reserve into the share capital in accordance with the PRC Company Law and the Articles of Association of the Company) that shall not exceed 20% of the number of H Shares in issue as at the date of passing the resolution. The exercise of the general mandate shall comply with the conditions below:

• (a) The Board may make or grant share sales proposal and agreements which would or might require the exercise of such power after the expiry of the relevant period:

For the purpose of this resolution, the “relevant period” means the period from the date of passing this resolution until the earliest of either:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution at the general meeting;

• (ii) the expiry date of 12 months after the passing of this resolution at the general meeting; and

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  - (iii) the date on which the authorization set out in this resolution is revoked or amended by a special resolution in a general meeting of the Company. 

• (b) The number of H Shares to be allotted, issued or dealt with or conditionally or unconditionally agreed to be allotted, issued or dealt with (whether pursuant to the exercise of options or otherwise by the Board) shall not exceed 20% of the number of H Shares in issue as at the date of passing the resolution.

• (c) The Board will exercise the power under such mandate in accordance with the PRC Company Law, other applicable laws and regulations of the PRC and the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited as amended from time to time and upon the necessary approval from the China Securities Regulatory Commission and other relevant authorities.

• (II) The Board be and is hereby authorized to make such amendments to the Articles of Association of the Company as it thinks fit so as to increase the registered share capital and reflect the new capital structure of the Company upon the allotment, issuance of and dealing with shares as contemplated in the above paragraph (I) of this resolution in accordance with the PRC Company Law, other applicable laws and regulations in the PRC and the Listing Rules;

• (III) Contingent on the Board resolving to allot, issue and deal with shares of the Company pursuant to paragraph (I) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be approved, executed and done, all such documents, deeds and things as it may consider necessary in connection with the issuance, allotment of and dealing with such shares including, without limitation, determining the size of the issue, the issue price, the use of proceeds from the issue, the target of the issue and the place and time of the issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement or any other agreements, and making all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities.

By order of the Board CGN Power Co., Ltd. Zhang Shanming* Chairman

The PRC, April 7, 2017

* For identification purpose only

Notes:

a. Any shareholder who wishes to appoint a proxy to attend the AGM shall refer to the Company’s AGM circular dated April 7, 2017 and the annual report for the year 2016. The annual report for the year 2016 includes the report of the Board for the year 2016, the report of the Supervisory Committee of the Company for the year 2016 and the audited annual financial statements for the year 2016, for the information of the shareholders (the “ Shareholder(s) ”) of the Company.

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• b. A Shareholder entitled to attend and vote at the AGM or its adjournment (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more issued shares of RMB1.00 each in the Company (the “ Shares ”) more than one) proxy to attend and, on a poll, vote instead of him in accordance with the Articles of Association. A proxy needs not be a Shareholder.

• c. A form of proxy for use at the AGM and reply slip is issued and published by the Company on April 7, 2017. Whether or not you intend to attend the AGM in person, you are urged to complete and return the form of proxy in accordance with the instructions printed on the form of proxy issued and published by the Company on April 7, 2017 as soon as possible. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof if you so wish. In such event, your form of proxy will be deemed to have been revoked.

• d. In the case of holders of H Shares (the “ H Shareholders ”), a form of proxy together with any power of attorney or other authorisation documents (if any) under which it is signed or a notarized copy of that power of attorney or authorization documents must be lodged with 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, and in the case of holders of Domestic Shares (the “ Domestic Shareholders ”), to the office of the Board at the headquarters of the Company at 18/F, South Tower, CGN Building, No. 2002, Shennan Road, Shenzhen, Guangdong Province, PRC, no later than 24 hours before the time appointed for holding the AGM or any adjournment thereof, in order to be valid.

• e. The register of Shareholders will be closed from Monday, April 24, 2017 to Wednesday, May 24, 2017, both days inclusive, during which period no transfer of the H Shares will be effected. In order to determine the list of Shareholders who are entitled to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of holders of H Shares), or the office of the Board at the headquarters of the Company in the PRC at 18/F, South Tower, CGN Building, No. 2002, Shennan Road, Shenzhen, Guangdong Province, PRC (in the case of holders of Domestic Shares) no later than 4:30 p.m. on Friday, April 21, 2017.

• f. In the case of joint registered holders of any Shares, any one of such joint registered holders may vote at the AGM, either in person or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto; but should more than one of such joint registered holders be present at the AGM, either in person or by proxy, the vote of that one of them so present, whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).

• g. If the H Shareholders intend to attend the AGM in person or by proxy, they shall complete the enclosed reply slip for the AGM and return it, by hand or by post, 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, or by fax (852) 2865 0990 no later than 4:30 p.m. on Thursday, May 4, 2017.

• h. If the Domestic Shareholders intend to attend the AGM in person or by proxy, they shall complete the enclosed reply slip for the AGM and return it, by hand or by post, to the the office of the Board at the headquarters of the Company in the PRC at 18/F, South Tower, CGN Building, No. 2002, Shennan Road, Shenzhen, Guangdong Province, PRC or by fax ((86) 755 83699900) no later than 4:30 p.m. on Thursday, May 4, 2017.

• i. The AGM is expected to take less than half a day. Shareholders who attend the AGM shall be responsible for their own travel and accommodation expenses.

• j. The address of the office of the Board at the Company’s headquarters in the PRC is as follows:

  • 18/F, South Tower, CGN Building, No. 2002, Shennan Road, Shenzhen, Guangdong Province, PRC Contact: Mr. Gao Kefu Telephone: (86) 755 84431212

As at the date of this announcement, the Board of the Company comprises Mr. Gao Ligang as executive Director; Mr. Zhang Shanming, Mr. Shi Bing, Mr. Xiao Xue and Mr. Zhuo Yuyun, as non-executive Directors; Mr. Na Xizhi, Mr. Hu Yiguang and Mr. Francis Siu Wai Keung, as independent non-executive Directors.

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