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)

REVISED FORM OF PROXY FOR

THE 2020 ANNUAL GENERAL MEETING

TO BE HELD ON WEDNESDAY, MAY 26, 2021

Number of Shares in respect of the

form of proxy

Class of Shares in respect of the

H Shares

form of proxy

I/We(Note1) (Chinese name): of

being the registered holder(s) of

(Note 2) H Shares of RMB1.00 each in the share capital of

CGN Power Co., Ltd.* (the "Company")

HEREBY APPOINT THE CHAIRMAN OF THE MEETING(Note 3)

or

of

as my/our proxy to attend and act for me/us at the 2020 annual general meeting of the Company (the "Meeting" or "AGM") and any adjourned meeting thereof 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 for the purposes of considering and, if thought fit, passing the resolutions(Note

  1. as set out in the notice convening the Meeting and to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below at the Meeting (and at any adjourned meeting thereof). Unless otherwise stated, capitalized terms used herein and the following resolutions shall have the same meanings as those defined in the circular for the AGM dated April 9, 2021 and the supplemental circular for the AGM dated April 23, 2021 of the Company.

Ordinary Resolutions (Note 4)

For(Note 5)

Against(Note 5)

Abstain(Note 5)

1.

To consider and approve the report of the Board of Directors

for the year ended December 31, 2020

2.

To consider and approve the report of the Supervisory

Committee for the year ended December 31, 2020

3.

To consider and approve the annual report for the year 2020

4.

To consider and approve the audited financial report for the

year ended December 31, 2020

5.

To consider and approve the profit distribution plan for the

year ended December 31, 2020

6.

To consider and approve the dividend distribution plan for the

coming five years (2021-2025)

7.

To consider and approve the investment plan and capital

expenditure budget for the year 2021

8.

To consider and approve the appointment of KPMG Huazhen

LLP as the financial report auditor of the Company for the

year 2021 until the end of the next annual general meeting of

the Company, and to authorize the Board to determine its

remuneration

9.

To consider and approve the appointment of Pan-China

Certified Public Accountants LLP as the internal control

auditor of the Company for the year 2021 until the end of the

next annual general meeting of the Company, and to authorize

the Board to determine its remuneration

10.

To consider and approve the appointment of a non-executive

Director

11.

To consider and approve the appointment of an independent

non-executive Director

12.

To consider and approve the remuneration of Directors and Supervisors for the year 2021

12.1

Mr. Yang Changli

12.2

Mr. Gao Ligang

12.3

Mr. Jiang Dajin

Ordinary Resolutions (Note 4)

For(Note 5)

Against(Note 5)

Abstain(Note 5)

12.4

Mr. Shi Bing

12.5

Mr. Wang Wei

12.6

Mr. Li Mingliang

12.7

Mr. Gu Jian

12.8

Mr. Li Fuyou

12.9

Mr. Yang Jiayi

12.10

Mr. Xia Ceming

12.11

Mr. Chen Sui

12.12

Mr. Hu Yaoqi

12.13

Mr. Zhang Baishan

12.14

Ms. Zhu Hui

12.15

Mr. Wang Hongxin

13.

To consider and approve the remuneration of the newly-

appointed independent non-executive Director for the year

2021

14.

To consider and approve the major transactions and

continuing connected transactions - 2021-2023 Financial

Services Framework Agreement and the proposed annual caps

Special Resolutions (Note 4)

For(Note 5)

Against(Note 5)

Abstain (Note 5)

15.

To consider and approve the amendments to the Articles of

Association

16.

To consider and approve the amendments to the Procedural

Rules of the Board of Directors

17.

To consider and approve the application for unified

registration of multi-type debt financing instruments

18.

To consider and approve the grant of the general mandate to

the Board of Directors for allotting, issuing and dealing with

additional A Shares and/or H Shares during the relevant

period

19.

To consider and approve the grant of the general mandate to

the Board of Directors for repurchasing A Shares and/or H

Shares of the Company during the relevant period

Date:

Signature(s)(Note 6):

Notes:

  1. Full name(s) (in Chinese and English, as shown in the register of members) and registered address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the class and number of Shares registered in the name(s) to which this Revised Form of Proxy relates. If no number is inserted, this Revised Form of Proxy will be deemed to relate to all Shares of the Company registered in your name(s).
  3. If any proxy other than the chairman of the meeting is appointed, please strike out the words "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote on his behalf. If a Shareholder appoints more than one proxy, his proxies may only exercise voting rights in a poll. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  4. The full text of the resolutions is set out in the circular for the AGM dated April 9, 2021, which was dispatched to Shareholders of the Company together with the First Form of Proxy for the AGM, and the supplemental circular dated April 23, 2021, which has been dispatched to Shareholders of the Company together with this Revised Form of Proxy. Any Shareholder who wishes to appoint a proxy shall refer to the content of such circulars first.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED "FOR" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK THE BOX MARKED "ABSTAIN" BESIDE THE APPROPRIATE RESOLUTION. IN COUNTING THE VOTING RESULTS FOR A RESOLUTION, ABSTAINED VOTES WILL BE REGARDED AS VOTES WITH VOTING RIGHTS. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
  6. This Revised Form of Proxy must be signed by you or your attorney duly authorized in writing. In the case of a corporation, this Revised Form of Proxy must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If this Revised Form of Proxy is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
  7. If you have not returned the First Form of Proxy for the AGM dated April 9, 2021 to the Company, you should complete and sign the attached Revised Form of Proxy which contains the resolutions set out in the notice of the AGM and the supplemental notice of the AGM. In this case, shareholders shall not lodge the First Form of Proxy for the AGM with the Company.
  8. This Revised Form of Proxy together with any power of attorney or other authorization document (if any) under which it is signed or a notarized copy of that power of attorney or authorization document must be lodged with the Company's Hong Kong H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 24 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be). Completion and return of this Revised Form of Proxy will not preclude you from attending and voting in person at the Meeting if you so wish. In such event, the instrument appointing a proxy will be deemed to have been revoked.
  9. If you wish to appoint a proxy to attend and vote on your behalf at the Meeting and if you have already duly completed and lodged the First Form of Proxy for the AGM with the Company by the closing time, you should note that:
    1. if no Revised Form of Proxy is lodged with the Company, the First Form of Proxy for the AGM will be treated as a valid form of proxy lodged by you but the proxy so appointed will still be entitled to vote at his discretion on the ordinary resolution set out in the supplemental notice of the Meeting;
    2. if the Revised Form of Proxy is duly completed and is lodged with the Company by the closing time, the Revised Form of Proxy will revoke and supersede the First Form of Proxy for the AGM lodged by you. Such Revised Form of Proxy will be treated as a valid form of proxy lodged by you; and
    3. if the Revised Form of Proxy is lodged with the Company after the closing time, the Revised Form of Proxy will be invalid and the validity of the First Form of Proxy for the AGM lodged by you will not be affected but the proxy appointed under the First Form of Proxy for the AGM will still be entitled to vote at his discretion on the ordinary resolution set out in the supplemental notice of the Meeting.
  10. Shareholders or their proxies attending the Meeting shall present their identity documents.
  11. A proxy need not be a Shareholder of the Company but must attend the Meeting in person to represent the Shareholder.
  12. In the case of joint registered holders of any Shares, any one of such joint registered holders may vote at the Meeting, 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 Meeting, either in person or by proxy, the vote of that one of them so present, whose name stands first on the register of members of the Company in respect of such Shares shall be accepted to the exclusion of the votes of
    the other joint registered holder(s).
  • For identification purpose only

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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 13:00:03 UTC.