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CGN Power Co., Ltd. — Regulatory Filings 2025
Mar 26, 2025
50190_rns_2025-03-26_ada317cc-8dae-4ffd-aaa2-ade475b04ccc.pdf
Regulatory Filings
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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 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.

CGN Power Co., Ltd.*
中國廣核電力股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1816)
CONTINUING CONNECTED TRANSACTIONS 2026-2028 ENGINEERING SERVICES FRAMEWORK AGREEMENT
The Board announces that, on March 26, 2025, the Board considered and approved the resolution on the entering into of the 2026-2028 Engineering Services Framework Agreement with CGN, which will be submitted to the 2024 AGM for consideration and approval by the Independent Shareholders. CGN will abstain from voting in respect of the ordinary resolution on the Renewed Agreement at the 2024 AGM.
A circular containing (among other things) (i) the details of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); (ii) a letter from the Independent Board Committee to the Independent Shareholders in respect of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); and (iv) the notice convening the 2024 AGM, will be published on or before April 16, 2025.
As at the date of this announcement, CGN, which holds 58.89% of the issued share capital of the Company, is the Controlling Shareholder of the Company. Under Rule 14A.07 of the Listing Rules, CGN is a connected person of the Company. Therefore, the engineering service transactions contemplated under the Renewed Agreement by the Group and CGN and/or its associates will constitute Continuing Connected Transactions of the Company pursuant to Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) exceed 5% on an annual basis, the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) constitute non-exempt Continuing Connected Transactions of the Company, and are subject to reporting, announcement, annual review and the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.
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BACKGROUND
The Company entered into the 2014 Engineering Services Framework Agreement with CGN on November 21, 2014, completed amendments to the above agreement on September 25, 2016 and completed renewals on March 12, 2019 and March 17, 2022. As a continuation of the Agreement Currently in Force, the Company entered into the 2026-2028 Engineering Services Framework Agreement with CGN on March 26, 2025, pursuant to which the Group shall provide services to CGN Group, primarily including pre-construction engineering services, survey, design and technical services, engineering project management services, general engineering, procurement and construction services, bidding agency services, sales of used and/or superfluous materials and other engineering services. Compared to the Agreement Currently in Force, the amendments in the Renewed Agreement are primarily to renew the validity period of the agreement and apply for a renewal of the transaction caps for the relevant years under the Renewed Agreement.
The Renewed Agreement shall be valid and effective from January 1, 2026 to December 31, 2028. Separate contracts will be entered into between relevant entities of both parties, which will set out the specific terms and conditions pursuant to the principles provided in the above agreement.
On March 26, 2025, the Board considered and approved the resolution on the entering into of the 2026-2028 Engineering Services Framework Agreement with CGN, which will be submitted to the 2024 AGM for the consideration and approval by the Independent Shareholders. CGN will abstain from voting in respect of the ordinary resolution on the Renewed Agreement at the 2024 AGM.
A circular containing (among other things) (i) the details of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); (ii) a letter from the Independent Board Committee to the Independent Shareholders in respect of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); and (iv) the notice convening the 2024 AGM, will be published on or before April 16, 2025.
Major Terms of the Renewed Agreement
Date and term: The Company entered into the 2026-2028 Engineering Services Framework Agreement with CGN on March 26, 2025. Subject to the Renewed Agreement being signed and sealed by the legal representatives or authorized representatives of both parties and its approval by the Independent Shareholders at the 2024 AGM, the Renewed Agreement shall be valid and effective for a term of three years from January 1, 2026 to December 31, 2028. Separate contracts will be entered into between relevant entities of both parties, which will set out the specific terms and conditions pursuant to the principles provided in the above agreement.
Scope of services: The Group shall provide services to CGN Group, primarily including pre-construction engineering services, survey, design and technical services, engineering project management services, general engineering, procurement and construction services, bidding agency services, sales of used and/or superfluous materials and other engineering services.
Pricing principles and its application: The following pricing principles shall apply to the pricing of services contemplated under the Renewed Agreement in the following order:
i. Government-prescribed price and government-guided price: if at any time, the government-prescribed price is applicable to any particular type of products, technologies or services, such product, technology or service shall be supplied at the applicable government-prescribed price. Where a government-guided price standard is available, the price shall be agreed by reference to the government-guided price;
This pricing principle mainly applies to pre-construction engineering services, survey, design and technical services, general engineering, procurement and construction services, engineering project management services and bidding agency services. In particular, the relevant government-prescribed prices and government-guided prices of pre-construction engineering services, general engineering, procurement and construction services and engineering project management services mainly refer to the Guidelines on Fee Nature and Project Categorization of Nuclear Power Plant Construction (《核電廠建設項目費用性質及項目劃分導則》), Construction Budgeting Methodology of Nuclear Power Plant Construction Projects (《核電廠建設項目建設預算編製方法》), Regulations on Other Expense Budgeting of Nuclear Power Plant Construction Projects (《核電廠建設項目工程其他費用編製規定》) and Regulation for Content of Pre-feasibility Study Report of Nuclear Power Plants (《核電廠初步可行性研究報告內容深度規定》) issued by the National Energy Administration (國家能源局) on its website as well as the Regulations on Construction Project Supervision and Associated Service Fees Management (《建設工程監理與相關服務收費管理規定》) issued by the Ministry of Housing and Urban-Rural Development of the PRC (中華人民共和國住房和城鄉建設部) on its website; the relevant government-prescribed prices and government-guided prices of survey, design and technical services mainly refer to the Regulations on Fees Management of Engineering Survey and Design (《工程勘察設計收費管理規定》) issued by the State Development and Planning Committee (國家發展計劃委員會) (now the National Development and Reform Commission (國家發展和改革委員會)) and the Ministry of Housing and Urban-Rural Development of the PRC (中華人民共和國住房和城鄉建設部) on their websites; the relevant government-prescribed prices and government-guided prices of bidding agency services mainly refer to the Provisional Measures on the Administration of Service Fees for Tender Agency Services (《招標代理服務收費管理暫行辦法》) issued by the National Development and Reform Commission (國家發展和改革委員會) etc.
ii. Market price: the price of the same or similar products or services provided by an Independent Third Party in the ordinary course of business on normal commercial terms; and
This pricing principle mainly applies to pre-construction engineering services, survey, design and technical services and general engineering, procurement and construction services. Such prices are mainly those of the equipment, materials and services related to engineering construction sourced from the market through public bidding in accordance with the Implementing Regulations on the Tendering and Bidding Law of the PRC (《中華人民共和國招標投標法實施條例》) or the market price of the Independent Third Parties. In particular, the Company conducts public bidding by issuing tender invitations to all unspecified bidders. The number of bidders depends on the nature of the tender. For the aforesaid services, there are usually more than three bidders. However, the Company will also invite specific bidders to participate in tenders. According to the Company's procurement procedures, the number of bidders invited must be three or more.
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iii. Agreed price: the price to be determined by adding a reasonable profit over a reasonable cost.
This pricing principle is applied less frequently. It is applied occasionally to survey, design and technical services and engineering project management services. The costs of such services primarily include (i) the cost of services procured in the market or the cost of service stipulated by the internal pricing standard applicable to all members of CGN Group and the Group; and (ii) labor cost and travel expenses incurred by the Group's management of relevant services, which are determined by the Group's labor cost and travel policies. The profit of these services is mainly derived from the management fees on the basis of the costs above. The rate of management fee is determined based on the historical costs and benefits of CGN Group and the subsidiaries of the Group in the respective service projects. The rate of management fee is mainly affected by (i) the market share of similar services; and (ii) inflation and changes in costs, and is ultimately determined based on the negotiation between the parties to the transactions in accordance with normal commercial terms. Based on the historical transactions, the rate of management fee of these services was generally not lower than 10%.
Reasons for and benefits of the transactions: The provision of engineering services is one of the principal operations of the Company, and the transactions thereunder are revenue in nature in the ordinary course of business of the Company. Given that (i) arising from the complexity of nuclear power plant construction and the strict requirements for the safety, quality, and past experience, CGN Engineering is currently one of the few nuclear construction companies with management and construction capabilities in the field of nuclear power plant engineering in the PRC, and according to the industry practices in the nuclear power sector, it is common for a nuclear power project company under a group engaged in the construction or operation of nuclear power plants to entrust an engineering construction company within the same group to provide relevant services; (ii) the Group has extensive experience in the construction and management of nuclear power projects, and through years of cooperation, is capable of providing nuclear power engineering services up to required standards and of required quality to the satisfaction of CGN Group consistently, enabling the Group to monitor the construction of nuclear power projects of CGN on a continuous basis, which allows the Company to better determine the timing of exercising the options for acquisitions to avoid potential competition; and (iii) our experience in the construction and management of nuclear power projects may also be applied to the engineering construction of wind power, photovoltaic power and other new energy projects. Participating in the engineering construction of new energy projects under CGN Group not only meets the needs of business expansion but also helps to continuously maintain and enhance the core capabilities of the Group in engineering construction management. We will continue to provide engineering services to CGN Group based on the above reasons and benefits.
Termination: Before the termination of the 2026-2028 Engineering Services Framework Agreement, both parties may jointly negotiate for the signing of a new framework agreement to ensure the normal production and operation of both parties.
Historical amounts: The amounts of the engineering service fees received and receivable from CGN Group for the three years ended December 31, 2022, 2023 and 2024 are set out below:
| Year ended December 31, (RMB million) | |||
|---|---|---|---|
| 2022 | 2023 | 2024 | |
| Approximate total fees received and receivable from CGN Group by our Group on an actual basis | 21,857.19 | 16,740.15 | 17,188.17 |
Proposed annual caps under the Renewed Agreement: The maximum aggregate annual amount of fees for the three years ending December 31, 2026, 2027 and 2028 shall not exceed the caps as set out below:
| Year ending December 31, (RMB million) | ||||
|---|---|---|---|---|
| Current approved annual cap 2025 | Proposed annual caps | |||
| 2026 | 2027 | 2028 | ||
| Total fees to be received/receivable from CGN Group by our Group | 43,111.00 | 33,600.00 | 31,400.00 | 32,000.00 |
The Group's proposed annual caps for the engineering services for the three years 2026, 2027 and 2028 have been reduced, mainly due to the decreased transaction amounts based on the construction progress of CGN's new energy projects and the adjustment to the contract model.
Basis of caps: In determining the above proposed annual caps, we have considered, among other factors, (i) the historical transaction amounts received for the provision of the engineering services to CGN Group; (ii) the expected demand for engineering services in the upcoming years in view of the business development of CGN Group; (iii) the estimated contract value and payment arrangement of projected new engineering services contracts to be entered into between our Group and CGN Group; and (iv) the estimated increase in the average market rates charged for similar services due to inflation and anticipated increase in cost.
In estimating the engineering services to be provided to CGN Group by our Group for the three years ending December 31, 2026, 2027 and 2028, we have considered, among other factors:
(a) the decrease in the proposed annual cap from RMB43,111 million for the year ending December 31, 2025 to RMB33,600 million for the year ending December 31, 2026, representing a difference of approximately RMB9,511 million, is primarily attributable to, among other things: (i) an increase of approximately RMB5,470 million as a result of an increased demand for engineering services as required by CGN for its nuclear power projects under construction; (ii) an increase of approximately RMB4,100 million as a result of an increased demand for engineering services as required by CGN for its photovoltaic projects; and (iii) a decrease of approximately RMB19,150 million due to decreased engineering services provided by the Group as a result of the adjustment in the cooperation model for the construction of some of the offshore wind power projects of CGN Group from engineering-procurement-construction model to project management model;
(b) the decrease in the proposed annual cap from RMB33,600 million for the year ending December 31, 2026 to RMB31,400 million for the year ending December 31, 2027, representing a difference of RMB2,200 million, is primarily attributable to, among other things, a decrease of approximately RMB2,400 million due to a decreased demand for engineering services based on the construction progress of CGN's photovoltaic projects; and
(c) the increase in the proposed annual cap from RMB31,400 million for the year ending December 31, 2027 to RMB32,000 million for the year ending December 31, 2028, representing a difference of RMB600 million, is primarily attributable to, among other things: (i) an increase of approximately RMB2,100 million based on the construction progress of CGN’s nuclear power projects under construction and contractual payment arrangements; and (ii) a decrease of approximately RMB1,460 million due to a decreased demand for engineering services based on the construction progress of CGN’s new energy projects.
Directors’ view: Taking into account the long established business relationship between our Group and CGN Group, the stable revenue to be generated from the businesses of CGN Group for the benefit of our Group, as well as the rising demand for new transactions, the Directors (including the independent non-executive Directors) are of the view that the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) are entered into in the ordinary and usual course of business of the Group, on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of our Company and the Shareholders as a whole.
Listing Rules implications: As at the date of this announcement, CGN, which holds 58.89% of the issued share capital of the Company, is the Controlling Shareholder of the Company. Under Rule 14A.07 of the Listing Rules, CGN is a connected person of the Company. Therefore, the engineering service transactions contemplated under the Renewed Agreement by the Group and CGN and/or its associates will constitute Continuing Connected Transactions of the Company pursuant to Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) exceed 5% on an annual basis, the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) constitute non-exempt Continuing Connected Transactions of the Company, and are subject to reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Internal control measures: Our Company has established a series of internal control measures, including the formulation of the “Management Rules on Connected Transactions of CGN Power Co., Ltd.”, “Management Procedures on Connected Transactions of CGN Power Co., Ltd.” and a connected transaction management system to standardize and stipulate the pricing policies and mechanism, the assignment of responsibility and decision making authority to ensure the Continuing Connected Transactions are conducted in accordance with their respective framework agreements, and that the pricing policies will be strictly complied with. We will evaluate the Continuing Connected Transactions on at least a quarterly basis.
In particular, for the purpose of the non-exempt Continuing Connected Transactions (if applicable), the applicable guiding principles and relevant internal control measures are as follows:
(i) For the purpose of the principles of government price, our Group reviews the relevant government-prescribed prices or government-guided prices to ensure that the prices with CGN comply with the relevant government-prescribed prices or government-guided prices;
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(ii) For the purpose of the principles of market price, (a) for the purpose of purchasing the products or services of CGN Group, our Group reviews the terms provided by the Independent Third Parties, and ensures that the principal terms provided by CGN Group are no less favourable to our Group than those provided by the Independent Third Parties; and (b) for the purpose of providing products or services to CGN Group, our Group reviews the terms provided to the Independent Third Parties, and ensures that the principal terms provided to CGN Group are no less favourable to our Group than those provided to the Independent Third Parties;
(iii) For the purpose of the principles of agreed price, if both the principles of the government price and market price are not applicable, the prices with CGN Group will be determined by adding a reasonable profit over a reasonable cost, and our Group will ensure that the relevant profit margin is no less favourable than that provided to the Independent Third Parties; and
(iv) In accordance with the Listing Rules, (a) the external auditors of our Group will continue to report annually on the Continuing Connected Transactions to confirm, among other matters, whether the Continuing Connected Transactions were entered into in accordance with their respective framework agreements and, for the transactions involving the provision of goods or services by our Group, to confirm whether anything has come to their attention that causes them to believe the Continuing Connected Transactions are not, in all material respects, in accordance with the pricing policies of our Group; and (b) the independent non-executive Directors will continue to review and report annually on whether the Continuing Connected Transactions are, among other things, entered into in accordance with the respective framework agreements governing them and on terms that are fair and reasonable and in the interests of our Company and the Shareholders as a whole.
In respect of the Renewed Agreement, if the prices of the relevant transactions are to be determined under the principle of agreed price, the Group will monitor the changes in relevant government standards in real time and regularly track the market price levels of the services needed to be procured by the Group, so as to ensure such transactions are conducted on normal commercial terms or more favourable terms. We will also strictly enforce the Group's labor cost and travel policies, and conduct internal audits from time to time to ensure a reasonable profit margin.
In the event that the above proposed annual caps are exceeded, renewed or materially varied, the Company will re-comply with the reporting, announcement and the Independent Shareholders' approval requirements pursuant to Rules 14A.35 to 14A.47 of the Listing Rules.
INFORMATION ON THE PARTIES
Our Group
Our Group is primarily engaged in the construction, operation and management of nuclear power stations, sales of electricity generated by these stations and organizing and developing the design and research & development of nuclear power stations.
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CGN
Established on September 29, 1994, CGN is a large clean energy enterprise under supervision of the State-owned Assets Supervision and Administration Commission of the State Council of the PRC. CGN Group is principally engaged in the generation and sale of power, and the construction, operation and management of nuclear and non-nuclear clean projects. As at the date of this announcement, CGN held approximately 58.89% of the issued share capital of our Company and is the Controlling Shareholder of our Company.
Board’s approval
Our Company convened a Board meeting on March 26, 2025. The Directors who have a conflict of interests in the abovementioned Continuing Connected Transactions, including Mr. Yang Changli, Mr. Gao Ligang, Ms. Li Li and Mr. Pang Songtao, have abstained from voting on the resolution in connection with the 2026-2028 Engineering Services Framework Agreement. The Board had considered and approved the resolution in relation to the entering into of the 2026-2028 Engineering Services Framework Agreement with CGN.
The Directors are of the view that the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) are fair and reasonable, on normal commercial terms and in the interests of our Company and the Shareholders as a whole. The resolution on the Renewed Agreement, all transactions contemplated thereunder and the abovementioned proposed annual caps will be submitted to the 2024 AGM for consideration and approval by the Independent Shareholders.
Independent Board Committee
The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders as to whether the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) are on normal commercial terms, entered into in the ordinary and usual course of business of the Group and fair and reasonable and in the interests of our Company and the Shareholders as a whole.
Independent Financial Adviser
First Shanghai Capital Limited has been appointed by our Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) are on normal commercial terms, entered into in the ordinary and usual course of business of the Group and fair and reasonable and in the interests of our Company and the Shareholders as a whole.
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Connected persons who are required to abstain from voting
CGN Group is considered to have material interests in the Renewed Agreement. In accordance with Rule 14A.36 of the Listing Rules, any connected person who has material interests in such connected transactions must abstain from voting on the relevant resolution at the general meeting. As at the date of this announcement, CGN holds 29,736,876,375 Shares in our Company, representing approximately 58.89% of the total issued Shares, and therefore CGN shall abstain from voting on the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps) at the 2024 AGM. To the best knowledge, information and belief of the Directors, as at the date of this announcement, there is (i) no shareholding trust or other agreement or arrangement or intention entered into by its ultimate beneficial owners and their respective associates which is binding upon them; and (ii) no obligation or entitlement of its ultimate beneficial owners and their respective associates, whereby they have or may have temporarily or permanently passed control over the exercise of the voting rights in respect of its Shares to a third party, either generally or on a case-by-case basis.
As at the date of this announcement, and to the best knowledge, information and belief of the Directors, saved as disclosed in this announcement, no Shareholder is required to abstain from voting in respect of other resolutions to be proposed at the 2024 AGM.
Publication of the circular
The Company is expected to convene the 2024 AGM in May 2025 to consider and approve the matters set out in the notice of the 2024 AGM. A circular containing (among other things) (i) the details of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); (ii) a letter from the Independent Board Committee to the Independent Shareholders in respect of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Renewed Agreement and the transactions contemplated thereunder (including the proposed annual caps); and (iv) the notice convening the 2024 AGM, will be published on or before April 16, 2025.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the meaning below:
“A Share(s)” ordinary shares issued by the Company which are denominated in RMB with a nominal value of RMB1.00 each and listed on the Shenzhen Stock Exchange
“Agreement Currently in Force” the 2023-2025 Engineering Services Framework Agreement entered into between the Company and CGN on March 17, 2022
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Board” the board of Directors of our Company
“CGN” China General Nuclear Power Corporation* (中國廣核集團有限公司), a state-owned enterprise established in the PRC on September 29, 1994 and our Controlling Shareholder and promoter, and thus a connected person of our Company
“CGN Engineering” China Nuclear Power Engineering Co., Ltd.* (中廣核工程有限公司), a limited liability company established in the PRC on November 11, 1997, and a wholly-owned subsidiary of the Company
“CGN Group” collectively, CGN and its subsidiaries (unless otherwise specified, excluding our Group)
“Company” or “our Company” CGN Power Co., Ltd.* (中國廣核電力股份有限公司), a joint stock company with limited liability incorporated under PRC law on March 25, 2014, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (1816.HK) and the A Shares of which are listed on the Shenzhen Stock Exchange (003816.SZ)
“connected person(s)” has the meaning ascribed to it under the Listing Rules
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| “Continuing Connected Transactions” | individually or collectively, the partially exempt continuing connected transactions and the non-exempt continuing connected transactions |
|---|---|
| “Controlling Shareholder” | has the meaning ascribed to it under the Listing Rules, as at the date of this announcement, it refers to CGN |
| “Director(s)” | the director(s) of our Company |
| “Group”, “our Group”, “we” or “us” | our Company and its subsidiaries |
| “H Share(s)” | ordinary shares with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Main Board of the Hong Kong Stock Exchange, subscribed for and traded in Hong Kong dollars |
| “Hong Kong” | Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Independent Board Committee” | the independent board committee constituted by Mr. Wong Ming Fung, Mr. Li Fuyou and Ms. Xu Hua, for the purpose of providing advice to the Independent Shareholders in respect of the 2026-2028 Engineering Services Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) |
| “Independent Financial Adviser” | First Shanghai Capital Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and the independent financial adviser responsible for providing advice to the Independent Board Committee and the Independent Shareholders in respect of the 2026-2028 Engineering Services Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) |
| “Independent Shareholders” | Shareholders other than CGN |
| “Independent Third Party(ies)” | person(s) which is/are not connected with any Directors, supervisors, chief executive or substantial shareholders of our Company or any of its subsidiaries and their respective associates |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended from time to time |
"PRC" the People's Republic of China, for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan region
"RMB" the lawful currency of the PRC
"Shareholder(s)" shareholder(s) of our Company
"Share(s)" shares in the share capital of the Company, with a nominal value of RMB1.00 each
"subsidiary(ies)" has the meaning ascribed to it under the Listing Rules
"substantial shareholders" has the meaning ascribed to it under the Listing Rules
"2024 AGM" the 2024 annual general meeting proposed to be convened by the Company in May 2025, to consider and approve, among other things, the terms and proposed annual caps of the 2026-2028 Engineering Services Framework Agreement
"2026-2028 Engineering Services Framework Agreement" or "Renewed Agreement" the 2026-2028 engineering services framework agreement entered into between the Company and CGN on March 26, 2025
"%" per cent
By order of the Board
CGN Power Co., Ltd.*
Yin Engang
Chief Financial Officer, Joint Company Secretary and Board Secretary
The PRC, March 26, 2025
As at the date of this announcement, the Board of the Company comprises Mr. Gao Ligang as an executive Director; Mr. Yang Changli, Ms. Li Li, Mr. Pang Songtao, Mr. Feng Jian and Mr. Liu Huanbing as non-executive Directors; Mr. Wong Ming Fung, Mr. Li Fuyou and Ms. Xu Hua as independent non-executive Directors.
- For identification purpose only