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China Power International Development Limited Proxy Solicitation & Information Statement 2026

Apr 24, 2026

50563_rns_2026-04-24_6fed0d1f-f6b8-4875-ba43-a923fadb4fde.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 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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China Power International Development Limited

中國電力國際發展有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 2380)

Notice of Annual General Meeting

The annual general meeting will be held by way of virtual meeting via the Online Platform which can be accessed from any location with connection to the internet. Shareholders of the Company need not to attend the annual general meeting in person.

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of China Power International Development Limited (the “Company”) will be held on Monday, 8 June 2026 at 10:30 a.m. by way of virtual meeting via the Online Platform for the purpose of transacting the following business:

  1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the board of directors and the auditor of the Company for the year ended 31 December 2025.
  2. To consider and declare a final dividend of RMB0.168 (equivalent to HK$0.1911) per ordinary share for the year ended 31 December 2025.
  3. To re-elect Mr. GUI Xude as an executive director of the Company.
  4. To re-elect Mr. ZHAO Yonggang as an executive director of the Company.
  5. To re-elect Mr. ZHOU Jie as a non-executive director of the Company.
  6. To re-elect Ms. HUANG Qinghua as a non-executive director of the Company.
  7. To authorize the board of directors of the Company to fix the directors’ remuneration.

  1. To re-appoint Ernst & Young as the auditor of the Company and to authorize the board of directors of the Company to fix its remuneration.

  2. To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

A. “THAT:

(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as hereinafter defined);

(ii) the exercise of any options granted under the share option schemes of the Company for the time being adopted and approved by the shareholders of the Company;

(iii) the exercise of any rights of subscription or conversion under the terms of any options, warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into shares of the Company;

(iv) any issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company; or

(v) a specific authority granted by the shareholders of the Company in general meeting,


shall not exceed 15 per cent. of the number of shares of the Company in issue at the date of passing this resolution (excluding any treasury shares and subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares in accordance with applicable laws and regulations after the passing of this resolution) and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

(iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange, in any territory applicable to the Company).

Any reference to an allotment, issue, grant, offer or dealing of shares of the Company shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any securities of the Company, including warrants, bonds, debentures, notes and other securities convertible into shares of the Company) to the extent permitted by, and subject to the Company complying with the prevailing requirements of, the Listing Rules, the Companies Ordinance and any other applicable laws and regulations from time to time in force.”

B. “THAT:

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back its shares on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) or on any other stock exchange on which the shares may be listed and which is recognized by the Securities and Futures Commission and the Hong Kong Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Hong Kong Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;


(b) the aggregate number of shares of the Company authorized to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the number of shares of the Company in issue at the date of passing this resolution (excluding any treasury shares and subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares in accordance with applicable laws and regulations after the passing of this resolution) and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

(iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.”

C. “THAT conditional on the passing of the resolutions set out in paragraphs 9A and 9B of the notice convening this meeting, the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional shares of the Company pursuant to the resolution set out in paragraph 9A of the notice convening this meeting be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of shares of the Company bought back by the Company under the authority granted pursuant to the resolution set out in paragraph 9B of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the number of shares of the Company in issue as at the date of passing this resolution (excluding any treasury shares).”

By Order of the Board

China Power International Development Limited

GUI Xude

Chairman

Hong Kong, 24 April 2026


Notes:

  1. The AGM will be a virtual meeting. All shareholders of the Company (“Shareholders”) can attend, participate and vote at the AGM by accessing to the website at (https://meetings.computershare.com/CHINAPOWER_2026AGM) (the “Online Platform”). Shareholders are reminded that physical attendance in person at the AGM is NOT necessary. Shareholders joining the AGM using the Online Platform will be counted towards the quorum and they will be able to cast their votes and submit questions through the Online Platform.

  2. Details regarding AGM arrangements and login access for joining the AGM through the Online Platform are provided on the notification letter to be despatched together with the Company’s circular dated 24 April 2026 (the “Circular”) and related documents. Shareholders attend the AGM are reminded to read the “GUIDANCE FOR THE AGM” set out in the Circular prior to joining the AGM.

  3. With regard to Resolutions Nos. 3 to 6 and 9A to 9C, details of the proposed re-election of retiring directors of the Company and the proposed general mandates to issue and buy-back shares, are set out in the Circular.

  4. Each of the resolutions as set out in the Circular will be voted by way of a poll. A member of the Company entitled to vote at the AGM is entitled to appoint one or more proxies to attend the AGM and vote on his/her behalf. A proxy need not be a member of the Company.

  5. All Shareholders who wish to appoint a proxy to attend and vote at the AGM through the Online Platform, they are advised to appoint the chairman of the AGM as their proxy to act according to their indicated voting instructions, by completing, signing and returning the proxy form accompanying the Circular.

  6. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited (i) at the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or (ii) electronically via the Company’s email address at [email protected] not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). This email address is provided solely for receiving proxy forms relating to the AGM and shall not be used for any other purposes.

  7. Closure of register of members of the Company for the AGM: The register of members of the Company will be closed from Wednesday, 3 June 2026 to Monday, 8 June 2026, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify to vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 2 June 2026.

  8. Closure of register of members of the Company for the final dividend: The register of members of the Company will be also closed from Friday, 12 June 2026 to Tuesday, 16 June 2026, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 11 June 2026.

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  1. Shareholders attending the AGM will be able to raise questions relevant to the proposed resolutions during the AGM using the Online Platform. Prior to the AGM, Shareholders are also welcome to send such questions or matters in writing to the Company’s email address at [email protected] no later than 4:30 p.m. on Friday, 5 June 2026. The Company will endeavor to address relevant questions in relation to the proposed resolutions at the AGM. However, the Company may not be able to answer all the questions during the time allocated. Unanswered questions may be responded to after the AGM.

  2. In the event that a gale warning (tropical cyclone no. 8 or above) or black rainstorm warning is in effect at any time between 9:00 a.m. and 10:30 a.m. on the day of the AGM, the AGM will be automatically postponed to a later date. In this event, the Company will, as soon as practicable, post an announcement on its website and on the website of the Hong Kong Stock Exchange to notify the Shareholders that the AGM has been postponed (however, a failure to post such an announcement shall not affect the automatic postponement of such meeting). The Shareholders may also telephone the Company’s share registrar’s hotline on (852) 2862 8555 to enquire whether the AGM has been cancelled. When the date, time and details of the rescheduled meeting has been fixed, the Company will post a further announcement on its website and on the website of the Hong Kong Stock Exchange to notify the Shareholders of the date, time and location of the rescheduled meeting. At least seven clear days’ notice shall be given of the rescheduled meeting.

If Shareholders have any questions relating to the AGM, please contact the share registrar of the Company as follows:

Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre
183 Queen’s Road East
Wanchai, Hong Kong
Tel: (852) 2862 8555
Fax: (852) 2865 0990
Online Enquiries: www.computershare.com/hk/en/online_feedback

As at the date of this announcement, the directors of the Company are: executive directors GUI Xude and ZHAO Yonggang, non-executive directors HU Jiandong, ZHOU Jie, HUANG Qinghua and CHEN Pengjun, and independent non-executive directors LI Fang, YAU Ka Chi and HUI Hon Chung, Stanley.