CGN POWER CO., LTD. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.
If you have sold or transferred all your shares in CGN Power Co., Ltd.*, you should at once hand this supplemental circular together with the enclosed Revised Form of Proxy and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, 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 supplemental circular.
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)
SUPPLEMENTAL CIRCULAR OF THE 2020 ANNUAL GENERAL MEETING
- APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR
- REMUNERATION OF THE NEWLY-APPOINTED INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE YEAR 2021
- AMENDMENTS TO THE ARTICLES OF ASSOCIATION
-
AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD OF DIRECTORS
AND
- SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING
This supplemental circular shall be read together with the circular dated April 9, 2021 of the Company. A letter from the Board is set out on pages 3 to 8 of this supplemental circular.
The Company is scheduled to convene the AGM at 2:30 p.m. on Wednesday, May 26, 2021 at Room 401, South Tower, CGN Building, No. 2002 Shennan Road, Shenzhen, Guangdong Province, the PRC. Please refer to the circular and the notice of AGM published by the Company on April 9, 2021. The supplemental notice of the AGM is set out on pages III-1 to III-3 of this supplemental circular.
If you intend to appoint a proxy to attend the AGM and have not yet returned the First Form of Proxy for the AGM to the Company, you are requested to complete the enclosed Revised Form of Proxy in accordance with the instructions printed thereon and return the same to the H Share Registrar (in case of H Shareholders) not less than 24 hours before the time scheduled for holding the AGM or any adjournment thereof (as the case may be). If you intend to attend the AGM in person or by proxy, you are requested to complete the reply slip enclosed in the Circular dated April 9, 2021 in accordance with the instructions printed thereon and return the same to the H Share Registrar (in case of H Shareholders) on or before Wednesday, May 5, 2021. Completion and return of the Revised Form of Proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
- For identification purpose only
April 23, 2021
CONTENTS | |||
Page | |||
DEFINITIONS . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
I. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
II. | Ordinary Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
To consider and approve the appointment of an independent | |||
non-executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
To consider and approve the remuneration of the newly-appointed | |||
independent non-executive Director for the year 2021 . . . . . . . . . . . . . . | 6 | ||
III. | Special Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
To consider and approve the amendments to the Articles | |||
of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
To consider and approve the amendments to the Procedural Rules of the | |||
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
IV. | AGM . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
V. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
VI. | Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
APPENDIX I: | PROPOSED AMENDMENTS TO THE ARTICLES OF | ||
ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | I-1 | ||
APPENDIX II: | PROPOSED AMENDMENTS TO THE PROCEDURAL | ||
RULES OF THE BOARD OF DIRECTOR . . . . . . . . . . . . . . . . | II-1 | ||
SUPPLEMENTAL NOTICE OF THE 2020 ANNUAL GENERAL MEETING . . . | III-1 |
- i -
DEFINITIONS
In this supplemental circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"A Shares" | ordinary shares issued by the Company and denominated |
in RMB with a nominal value of RMB1.00 each, which | |
are listed on the Shenzhen Stock Exchange | |
"A Shareholder(s)" | holder(s) of A Shares |
"AGM" or "2020 AGM" | the 2020 annual general meeting of the Company to be |
held at 2:30 p.m. on Wednesday, May 26, 2021 at Room | |
401, South Tower, CGN Building, No. 2002 Shennan | |
Road, Shenzhen, Guangdong Province, the PRC | |
"Articles of Association" | the articles of association of the Company |
"Board" or "Board of Directors" | the board of Directors of the 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 the controlling | |
shareholder and promoter of the Company, and thus a | |
connected person of the Company, with 90% of its equity | |
interest held by the State-owned Assets Supervision and | |
Administration Commission of the State Council of the | |
PRC and 10% by Guangdong Hengjian Investment | |
Holdings Co., Ltd.* (廣東恒健投資控股有限公司) | |
"Company" | CGN Power Co., Ltd.* (中國廣核電力股份有限公司), a |
joint stock company with limited liability established in | |
the PRC on March 25, 2014, the H Shares of which are | |
listed on the Main Board of the Hong Kong Stock | |
Exchange (Stock Code: 1816), and the A Shares of which | |
are listed on the Shenzhen Stock Exchange (Stock Code: | |
003816) | |
"connected person(s)" | has the meaning ascribed thereto under the Hong Kong |
Listing Rules | |
"CSRC" | China Securities Regulatory Commission |
"Director(s)" | director(s) of the Company |
- 1 -
DEFINITIONS | |
"First Form of Proxy for the | the form of proxy for the AGM published by the |
AGM" | Company on April 9, 2021 |
"H Share(s)" | ordinary shares in the share capital of the Company with |
a nominal value of RMB1.00 each, which are listed on | |
the Main Board of the Hong Kong Stock Exchange and | |
subscribed for and traded in Hong Kong dollars | |
"H Shareholder(s)" | holder(s) of H Shares |
"H Share Registrar" | Computershare Hong Kong Investor Services Limited |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | Hong Kong Special Administrative Region of the PRC |
"Hong Kong Listing Rules" | the Rules Governing the Listing of Securities on The |
Stock Exchange of Hong Kong Limited, as amended and | |
supplemented from time to time | |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"PRC" | the People's Republic of China excluding, for the purpose |
of this supplemental circular, Hong Kong Special | |
Administrative Region of the PRC, the Macau Special | |
Administrative Region of the PRC and Taiwan region | |
"Procedural Rules of the Board | the procedural rules of the Board of the Company |
of Directors" | |
"Remuneration Committee" | the remuneration committee of the Board |
"Revised Form of Proxy" | the revised form of proxy for the AGM, enclosed with |
this supplemental circular published by the Company on | |
April 23, 2021 | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Share(s)" | A Shares and H Shares |
"Shareholder(s)" | shareholder(s) of the Company |
The English names of the PRC entities in this supplemental circular are translations from their Chinese names and are for identification purposes only. If there is any inconsistency, the Chinese name shall prevail. For any inconsistency between the English and Chinese versions of the appendices in this supplemental circular, the Chinese version shall prevail.
- 2 -
LETTER FROM THE BOARD
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) | |
Executive Directors: | Registered Office and |
Mr. Gao Ligang | Headquarters in the PRC: |
Mr. Jiang Dajin | 18/F, South Tower, CGN Building, |
No. 2002 Shennan Road, | |
Non-executive Directors: | Shenzhen, Guangdong Province, |
Mr. Yang Changli (Chairman) | The PRC |
Mr. Shi Bing | |
Mr. Gu Jian | Principal Place of Business |
in Hong Kong: | |
Independent non-executive Directors: | 31/F, Tower Two Times Square |
Mr. Li Fuyou | 1 Matheson Street |
Mr. Yang Jiayi | Causeway Bay |
Mr. Xia Ceming | Hong Kong |
Dear Shareholders, |
SUPPLEMENTAL CIRCULAR OF THE 2020 ANNUAL GENERAL MEETING
- APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR
- REMUNERATION OF THE NEWLY-APPOINTED INDEPENDENT NON- EXECUTIVE DIRECTOR FOR THE YEAR 2021
- AMENDMENTS TO THE ARTICLES OF ASSOCIATION
-
AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD OF DIRECTORS
AND
- SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING
-
INTRODUCTION
This supplemental circular should be read together with the circular of the Company dated
April 9, 2021.
The Company has considered and approved, among other things, the appointment of an independent non-executive Director, the remuneration of the newly-appointed independent non-executive Director for the year 2021, the proposed amendments to the Articles of Association and the proposed amendments to the Procedural Rules of the Board of Directors at the Board meeting held on April 22, 2021.
- 3 -
LETTER FROM THE BOARD
Among the above resolutions, the resolutions in respect of the appointment of an independent non-executive Director and the remuneration of such independent non-executive Director for the year 2021 are subject to approval by the Shareholders by way of ordinary resolution at the AGM; and the resolutions in respect of the proposed amendments to the Articles of Association and the proposed amendments to the Procedural Rules of the Board of Directors are subject to approval by the Shareholders by way of special resolution at the AGM. A summary of the relevant resolutions is set out below.
The purpose of this supplemental circular is to provide you with the information regarding the resolutions to be proposed at the AGM, to enable you to make an informed decision on whether to vote for or against or abstain from voting at the resolutions at the AGM.
- ORDINARY RESOLUTIONS
1. To consider and approve the appointment of an independent non-executive Director
Reference is made to the announcement of the Company dated January 7, 2021 in relation to that the Company has been granted additional time by the Hong Kong Stock Exchange to comply with the requirement that at least one of the independent non-executive directors must be ordinarily resident in Hong Kong under Rule 19A.18(1) of the Hong Kong Listing Rules on or before May 31, 2021. At the seventh meeting of the third session of the Board convened on April 22, 2021, the Company considered and approved the additional appointment of Mr. Tang Chi Cheung as an independent non-executive Director of the third session of the Board of the Company.
The nomination committee of the Board has reviewed the nomination of Mr. Tang Chi Cheung and recommended for its approval to the Board. The independent non-executive Directors have also expressed an independent opinion approving the qualifications of Mr. Tang Chi Cheung.
Pursuant to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve the appointment of Mr. Tang Chi Cheung as an independent non-executive Director of the third session of the Board of the Company. This resolution is subject to the approval of the resolution on amendments to the Articles of Association at the AGM.
The qualification and independence of Mr. Tang Chi Cheung are subject to review by the Shenzhen Stock Exchange, and votes on the proposal on the election of the independent non-executive director cannot be taken at the AGM of the Company until approval by the Shenzhen Stock Exchange.
Mr. Tang Chi Cheung is still required to obtain the independent director qualification certificate recognized by the Shenzhen Stock Exchange as soon as possible, and he has publicly undertaken to participate in relevant trainings in the near future to obtain the independent director qualification certificate recognized by the Shenzhen Stock Exchange.
- 4 -
LETTER FROM THE BOARD
Upon the approval for the appointment of Mr. Tang Chi Cheung at the AGM, the Company will meet the requirement regarding at least one of the independent non-executive Directors must be ordinarily resident in Hong Kong under Rule 19A.18(1) of the Hong Kong Listing Rules. The term of office of Mr. Tang Chi Cheung shall be effective from the date when his qualification as an independent non-executive Director is approved at the AGM to the expiration of the third session of the Board. The Company will enter into a service contract with Mr. Tang Chi Cheung, with his term of office identical to that of independent non-executive Directors.
Pursuant to Rule 13.51(2) of the Hong Kong Listing Rules, biographical details of the director required to be disclosed are set out as follows:
Mr. Tang Chi Cheung (鄧志祥先生), born in 1958, has a master's degree, and is a member of Chartered Accountants in Australia & New Zealand and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Tang Chi Cheung has more than 25 years of experience in nuclear power management, finance and audit. He served as the financial director of the China Business Department of CLP Holdings Limited* (中電控股有限公司), a company listed on the Hong Kong Stock Exchange (Stock Code: 00002), from April 2002 to April 2006, the deputy general manager of Guangdong Nuclear Power Joint Venture Co, Ltd.* (廣東核電 合營有限公司) from May 2006 to October 2013, the senior director of nuclear power business of CLP Holdings Limited, the managing director of Hong Kong Nuclear Investment Co. Ltd.* (香港核電投資有限公司) from November 2013 to October 2018, and the executive director of China Nuclear Energy Association from March 2015 to October 2018.
As at the date of this supplemental circular, save as disclosed above, Mr. Tang Chi Cheung has confirmed that he has met the independence criteria as set out in Rule 3.13 of the Hong Kong Listing Rules. Mr. Tang Chi Cheung also confirms that he: (i) does not have any relationship with any directors, supervisors, senior management or substantial shareholders or controlling shareholders of the Company or its subsidiaries; (ii) does not hold any other positions in the Company or its subsidiaries and did not hold any directorship or supervisorship in any other companies listed in Hong Kong or overseas in the last three years; (iii) does not have or is not deemed to have any interests in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) there is no other matter with respect to his appointment that needs to be brought to the attention of the shareholders of the Company or the Hong Kong Stock Exchange or that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
- 5 -
LETTER FROM THE BOARD
2. To consider and approve the remuneration of the newly-appointed independent non-executive Director for the year 2021
The proposed remuneration package for Mr. Tang Chi Cheung, the newly-appointed independent non-executive Director, for the year 2021 has been determined by the Remuneration Committee with reference to his duty, responsibility, experience and relevant requirements. As considered and approved at the seventh meeting of the third session of the Board, the proposed remuneration package for Mr. Tang Chi Cheung for the period from the date of approval at the AGM to December 31, 2021 will be submitted to the AGM for consideration and approval:
Name | Position | Proposed remuneration |
Tang Chi Cheung | Independent non-executive | RMB60,000 per year |
Director |
The above pre-tax remuneration includes salaries, discretionary bonus, retirement benefit scheme contributions and other allowances. The above remuneration also includes remuneration for holding concurrent positions of professional committees, and no additional meeting allowances would be paid for participating in Board meetings, supervisory meetings or professional committee meetings.
The approval of the remuneration matters of Mr. Tang Chi Cheung is subject to the approval at the AGM as an independent non-executive Director of the third session of the Board. If the appointment of Mr. Tang Chi Cheung was not approved by the AGM as scheduled, the relevant voting on the remuneration matters will be invalid.
Pursuant to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve the above remuneration proposal.
III. SPECIAL RESOLUTIONS
3. To consider and approve the amendments to the Articles of Association
According to the requirements of the Guidelines of Shenzhen Stock Exchange on Standardized Operation by Listed Companies (2020 Revision) (《深圳證券交易所上市公司規 範運作指引(2020年修訂)》), the Company intends to add the accountability mechanism for the violation of guarantee approval authority and other contents to the current Articles of Association. In addition, pursuant to the requirements of the Hong Kong Listing Rules, the Board of the Company intends to add one independent non-executive Director from Hong Kong, and the number of Board members will be increased from 9 to 10. Accordingly, it is proposed to amend the Articles of Association.
- 6 -
LETTER FROM THE BOARD
For details of the amendments to the Articles of Association, please refer to Appendix I to this supplemental circular.
Pursuant to the Articles of Association, a special resolution will be proposed by the Board at the AGM to approve the proposed amendments to the Articles of Association.
4. To consider and approve the amendments to the Procedural Rules of the Board of Directors
According to the requirements of the Guidelines of Shenzhen Stock Exchange on Standardized Operation by Listed Companies (2020 Revision) (《深圳證券交易所上市公司規 範運作指引(2020年修訂)》), the Company is required to add the accountability mechanism for the violation of guarantee approval authority and other contents to the current Procedural Rules of the Board of Directors. In addition, pursuant to the requirements of the Hong Kong Listing Rules, the Board of the Company intends to add one independent non-executive Director from Hong Kong, and the number of Board members will be increased from 9 to 10. Accordingly, it is proposed to amend the Procedural Rules of the Board of Directors.
For details of the amendments to the Procedural Rules of the Board of Directors, please refer to Appendix II to this supplemental circular.
Pursuant to the Articles of Association, a special resolution will be proposed by the Board of Directors at the AGM to approve the proposed amendments to the Procedural Rules of the Board of Directors.
IV. AGM
A supplemental notice of the AGM is set out on pages III-1 to III-3 of this supplemental circular. The AGM will be held at 2:30 p.m. on Wednesday, May 26, 2021 at Room 401, South Tower, CGN Building, No. 2002 Shennan Road, Shenzhen, Guangdong Province, the PRC as originally scheduled.
For details of other resolutions to be considered and approved at the AGM, entitlement to attend the AGM, registration procedures, voting and other relevant matters, please refer to the circular and the notice of the AGM of the Company dated April 9, 2021.
- RECOMMENDATIONS
The Board (including the independent non-executive Directors) is of the opinion that the new resolutions set out above are in the interests of the Company and its Shareholders as a whole, and accordingly, recommends the Shareholders to vote in favor of the aforementioned resolutions to be proposed at the AGM.
- 7 -
LETTER FROM THE BOARD
VI. ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in Appendices I to II to this supplemental circular.
By Order of the Board
CGN Power Co., Ltd.*
Yin Engang
Chief Financial Officer, Joint Company
Secretary and Board Secretary
The PRC, April 23, 2021
- For identification purpose only
- 8 -
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The proposed amendments to the Articles of Association and comparisons
Existing Provisions | Amended Provisions |
Article 129 The board of directors shall | Article 129 The board of directors shall |
consist of nine directors, one of which shall | consist of ten directors, one of which shall |
be the chairman. China General Nuclear | be the chairman. China General Nuclear |
Power Corporation shall recommend four | Power Corporation shall recommend four |
directors, and Guangdong Hengjian | directors, and Guangdong Hengjian |
Investment Holdings Co., Ltd., and China | Investment Holdings Co., Ltd., and China |
National Nuclear Corporation shall each | National Nuclear Corporation shall each |
recommend one director. The other three | recommend one director. The other four |
directors are independent directors, and shall | directors are independent directors, and shall |
be appointed according to the listing rules of | be appointed according to the listing rules of |
the listing place. | the listing place. |
The directors of the Company comprise | The directors of the Company comprise |
of executive directors and non-executive | of executive directors and non-executive |
directors (including independent directors). | directors (including independent directors). |
The executive director refers to the director | The executive director refers to the director |
who holds other operation and management | who holds other operation and management |
positions in the Company in addition to the | positions in the Company in addition to the |
directorship. The non-executive director | directorship. The non-executive director |
refers to the director who does not hold | refers to the director who does not hold |
operation and management position in the | operation and management position in the |
Company. The independent director (that is | Company. The independent director (that is |
an "independent non-executive director" as | an "independent non-executive director" as |
defined in the Rules Governing the Listing | defined in the Rules Governing the Listing |
of Securities on The Stock Exchange of | of Securities on The Stock Exchange of |
Hong Kong Limited) refers to the director | Hong Kong Limited) refers to the director |
who does not hold any operation and | who does not hold any operation and |
management position in the Company and | management position in the Company and |
has no other relationship with the Company | has no other relationship with the Company |
or its shareholders. | or its shareholders. |
- I-1 -
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Existing Provisions | Amended Provisions |
Article 147 The board of directors shall lay | Article 147 The board of directors shall lay |
down strict procedures to inspect and decide | down strict procedures to inspect and decide |
on the approval limit for foreign investment, | on the approval limit for foreign investment, |
acquisition or sale of assets, mortgage of | acquisition or sale of assets, mortgage of |
assets, provision of external guarantees, | assets, provision of external guarantees, |
entrusted assets management and connected | entrusted assets management and connected |
transactions. For major investment projects, | transactions. For major investment projects, |
the board of directors shall organize the | the board of directors shall organize the |
relevant experts and professional to conduct | relevant experts and professional to conduct |
assessment for approval of the shareholders | assessment for approval of the shareholders |
in a general meeting. | in a general meeting. |
In accordance with the laws, | In accordance with the laws, |
administrative regulations, regulations of the | administrative regulations, regulations of the |
authorities, rules of the places where the | authorities, rules of the places where the |
Company's shares are listed and the | Company's shares are listed and the |
principles determined by these Articles of | principles determined by these Articles of |
Association, the Company shall formulate | Association, the Company shall formulate |
relevant systems to standardize the above | relevant systems to standardize the above |
duties and powers of the board of directors | duties and powers of the board of directors |
specifically. | specifically. |
A director, the president or any other | |
senior management personnel shall be | |
liable for compensation if he/she causes | |
losses to the Company by violating the | |
external guarantee approval authority | |
and review procedure requirements set | |
forth in laws, administrative regulations | |
or the Articles of Association, and the | |
Company may take legal action against | |
him or her according to laws. | |
- I-2 -
APPENDIX II | PROPOSED AMENDMENTS TO THE |
PROCEDURAL RULES OF THE BOARD OF DIRECTORS | |
The proposed amendments to the Procedural Rules of The Board of Directors and comparisons
Existing Provisions | Amended Provisions | ||||
Article 3 The board of directors shall lay | Article 3 The board of directors shall lay | ||||
down strict procedures to inspect and decide | down strict procedures to inspect and decide | ||||
on the approval limit for foreign investment, | on the approval limit for foreign investment, | ||||
acquisition or sale of assets, mortgage of | acquisition or sale of assets, mortgage of | ||||
assets, provision of external guarantees, | assets, provision of external guarantees, | ||||
entrusted assets management and connected | entrusted assets management and connected | ||||
transactions. For major investment projects, | transactions. For major investment projects, | ||||
the board of directors shall organize the | the board of directors shall organize the | ||||
relevant experts and professional to conduct | relevant experts and professional to conduct | ||||
assessment for approval of the shareholders | assessment for approval of the shareholders | ||||
in a general meeting. | in a general meeting. | ||||
The Board has the right to approve the | The Board has the right to approve the | ||||
following transactions (except for the | following transactions (except for the | ||||
Company's receipt of cash assets for free | Company's receipt of cash assets for free | ||||
and acceptance of guarantees from related | and acceptance of guarantees from related | ||||
parties at nil consideration): | parties at nil consideration): | ||||
A director, the president or any other | |||||
senior management personnel shall be | |||||
liable for compensation if he/she causes | |||||
losses to the Company by violating the | |||||
external guarantee approval authority | |||||
and review procedure requirements set | |||||
forth in laws, administrative regulations | |||||
or the Articles of Association, and the | |||||
Company may take legal action against | |||||
him or her according to laws. | |||||
Article 6 The board of directors shall consist | Article 6 The board of directors shall consist | ||||
of | nine | directors, | including | three | of ten directors, including four independent |
independent directors, one of which shall be | directors, one of which shall be the | ||||
the chairman. | chairman. | ||||
- II-1 -
SUPPLEMENTAL NOTICE OF THE 2020 ANNUAL GENERAL MEETING
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)
SUPPLEMENTAL NOTICE OF THE 2020 ANNUAL GENERAL MEETING
SUPPLEMENTAL NOTICE IS HEREBY GIVEN TO the notice dated April 9, 2021 (the "Notice of the AGM") of the 2020 annual general meeting (the "AGM") of CGN Power Co., Ltd.* (the "Company"), in which the resolutions to be considered by the Shareholders at the AGM to be convened at 2:30 p.m. on Wednesday, May 26, 2021 at Room 401, South Tower, CGN Building, No. 2002 Shennan Road, Shenzhen, Guangdong Province, the PRC are set out.
Unless otherwise stated, capitalized terms used in this supplemental notice and the following resolutions shall have the same meanings as those defined in the circular dated April 9, 2021 (the "Circular") and the supplemental circular dated April 23, 2021 (the "Supplemental Circular") of the Company.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held as originally scheduled. In addition to the resolutions set out in the Notice of the AGM of the Company dated April 9, 2021, the following resolutions will also be considered and approved, if thought fit:
ORDINARY RESOLUTIONS
- To consider and approve the appointment of an independent non-executive Director
- To consider and approve the remuneration of the newly-appointed independent non-executive Director for the year 2021
SPECIAL RESOLUTIONS
- To consider and approve the amendments to the Articles of Association
- To consider and approve the amendments to the Procedural Rules of the Board of Directors
By Order of the Board
CGN Power Co., Ltd.*
Yin Engang
Chief Financial Officer, Joint
Company Secretary and Board Secretary
The PRC, April 23, 2021
- For identification purpose only
- III-1 -
SUPPLEMENTAL NOTICE OF THE 2020 ANNUAL GENERAL MEETING
Notes:
- Saved as the resolutions newly proposed, there are no any other changes to the resolutions set out in the Notice of the AGM dated April 9, 2021. For details of other resolutions and other related matters to be considered at the AGM, please refer to the Notice of the AGM and the Circular published by the Company on April 9, 2021.
- All resolutions put to the vote at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to purely a procedural or administrative matter to be voted on by a show of hands in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") (the "Hong Kong Listing Rules"), and the results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Hong Kong Listing Rules.
- Closure of the register of members and the eligibility for attending and voting at the AGM
In order to determine the list of Shareholders who are entitled to attend and vote at the AGM, the Company's register of members will be closed from Monday, April 26, 2021 to Wednesday, May 26, 2021, both days inclusive, during which period no transfer of H Shares of the Company will be effected. The Shareholders whose names appear on the Company's register of shareholders on Monday, April 26, 2021 shall be entitled to attend and vote at the AGM. In order to be eligible for attending and voting at the AGM, all transfer documents of H Shares together with relevant share certificates and other appropriate documents shall be sent for registration to the H Share Registrar of the Company, namely, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong before 4:30 p.m. on Friday, April 23, 2021. - Reply slip
The Shareholders who intend to attend and vote at the AGM (in person or by a proxy) shall complete the reply slip enclosed in the Circular, and return it for registration by hand, by mail or by fax on or before Wednesday, May 5, 2021 to the H Share Registrar of the Company at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in case of H Shareholders). Completion and return of the reply slip will not preclude you from attending or voting at the AGM. - Proxy
Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more persons (if the Shareholder holds two or more issued shares of the Company with a nominal value of RMB1.00 each), whether such person is a shareholder of the Company or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the AGM.
The proxy concerned must be appointed with a form of proxy. The form of proxy concerned must be signed by the principal or the representative duly authorized in writing by the principal. If the principal is a legal person, the form of proxy shall be affixed with the seal of the legal person or signed by its director or a representative duly authorized in writing. If the form of proxy of the proxy is signed by the authorized person of the principal under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarized, and served at the same time as the form of proxy. The form of proxy of the Shareholders' proxy shall be served to the H Share Registrar of the Company at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in case of H Shareholders) at least 24 hours before the scheduled time for holding of the AGM or any adjournment thereof (as the case may be).
After the completion and return of the form of proxy, you can attend and vote in person at the AGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.
In case of registered joint holders of any Shares, one of the registered joint holders can vote on such Shares in person or by a proxy at the AGM as the only holder entitled to vote. If one or more registered joint holders attend the AGM in person or by a proxy, only the vote of the person whose name appears first in the register of members relating to the joint holders (in person or by a proxy) will be accepted as the only vote of the joint holders.
- III-2 -
SUPPLEMENTAL NOTICE OF THE 2020 ANNUAL GENERAL MEETING
- Miscellaneous
- The Company's Shareholders or their proxies shall present their identity documents when attending the AGM (or any adjournment thereof). If the legal representative of corporate Shareholders or any other persons officially authorized by the corporate Shareholders are present at the AGM (or any adjournment thereof), such legal representative or other persons shall present their identity documents and the certifying documents for appointment as a legal representative or valid authorization documents (as the case may be).
- The AGM is expected to last for no more than a half of a working day. Shareholders and representatives attending the meeting shall be responsible for their own traveling and accommodation expenses.
-
Address of Computershare Hong Kong Investor Services Limited:
17M Floor,
Hopewell Center, No. 183 Queen's Road East, Wan Chai,
Hong Kong
Tel: (852) 2862 8628
Fax: (852) 2865 0990
Address of the Company's headquarters in the PRC:
18/F, South Tower, CGN Building, No. 2002 Shennan Road, Shenzhen, Guangdong Province, PRC
Tel: (86) 755 84430888
Fax: (86) 755 83699089
- The details about the aforesaid resolutions proposed for the consideration and approval at the AGM are set out in the Circular and the Supplemental Circular. Unless otherwise indicated, the capitalized terms used in this supplemental notice shall have the same meanings as those defined in the Circular and the Supplemental Circular.
As of the date of this notice, the Board of the Company comprises Mr. Gao Ligang and Mr. Jiang Dajin as executive Directors; Mr. Yang Changli, Mr. Shi Bing and Mr. Gu Jian as non-executive Directors; Mr. Li Fuyou, Mr. Yang Jiayi and Mr. Xia Ceming as independent non-executive Directors.
- III-3 -
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CGN Power Co. Ltd. published this content on 22 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2021 12:52:02 UTC.
