China Power New Energy Devlpmnt : Announcements and Notices - Notice of the 2018 Annual General Meeting

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China Power Clean Energy Development Company Limited ʕ਷ཥɢ૶ᆎঐ๕೯࢝Ϟࠢʮ̡

(Incorporated in Hong Kong with limited liability)

(Stock Code: 735)

NOTICE OF THE 2018 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of China Power Clean Energy Development Company Limited (the "Company") will be held at Rooms 3801-05, 38/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on 28 June 2018 (Thursday) at 11:00 a.m. for the following purposes:

• 1. To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2017;

• 2. To declare a final dividend of approximately RMB0.1185 (equivalent to HK$0.1467 at the exchange rate announced by the People's Bank of China on 16 March 2018) per ordinary share for the year ended 31 December 2017;

• 3. To re-elect Mr. Wang Fengxue as an executive director of the Company;

• 4. To re-elect Mr. Zhao Xinyan as an executive director of the Company;

• 5. To re-elect Mr. He Hongxin as an executive director of the Company;

• 6. To re-elect Mr. Qi Tengyun as an executive director of the Company;

• 7. To re-elect Mr. Wang Binghua as a non-executive director of the Company;

• 8. To re-elect Mr. Wang Liangyou as a non-executive director of the Company;

• 9. To re-elect Mr. Zhou Jiong as a non-executive director of the Company;

• 10. To re-elect Mr. Chu Kar Wing as an independent non-executive director of the Company;

• 11. To re-elect Dr. Li Fang as an independent non-executive director of the Company;

• 12. To re-elect Mr. Wong Kwok Tai as an independent non-executive director of the Company;

• 13. To re-elect Ms. Ng Yi Kum as an independent non-executive director of the Company;

• 14. To authorize the board of directors of the Company to fix the respective directors' remuneration;

• 15. To appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the board of directors of the Company to fix the auditor's remuneration;

• 16. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

  "THAT:

  • (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

  • (b) the total number of shares of the Company to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

  • (c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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

    • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and

    • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.";

17. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

  • (i) a Rights Issue (as defined below);

  • (ii) the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company;

  • (iii) the exercise of options under share option scheme(s) of the Company; and

  • (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes of this resolution:

  "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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

(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."; and

18. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions set out in items 16 and 17 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 17 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the general mandate referred to in the resolution set out in item 16 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.".

By order of the Board

China Power Clean Energy Development Company Limited

Wang Binghua

Chairman

Hong Kong, 24 May 2018

Notes:

1. Any member of the Company entitled to attend and vote at this meeting may appoint one or more than one proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. If more than one proxy is appointed, the number and class of shares in respect of which such proxy so appointed must be specified.

• 2. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time scheduled for the holding of the meeting (i.e. not later than 11:00 a.m. on 26 June 2018) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• 3. To ascertain shareholders' eligibility to attend and vote at this meeting, the Register of Members of the Company will be closed from Monday, 25 June 2018 to Thursday, 28 June 2018 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Tricor Tengis Limited (at its address shown in Note 2 above) for registration no later than 4:30

• p.m., on Friday, 22 June 2018.

• 4. To ascertain shareholders' entitlement to the proposed final dividend upon passing of resolution no.2 set out in this notice, the Register of Members of the Company will be closed from Friday, 6 July 2018 to Tuesday, 10 July 2018 (both days inclusive), during which period no share transfer will be effected. In order to qualify for entitlement to the proposed final dividend, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Tricor Tengis Limited (at its address shown in Note 2 above) for registration no later than 4:30 p.m., on Thursday, 5 July 2018.

• 5. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely Mr. Wang Fengxue, Mr. Zhao Xinyan, Mr. He Hongxin and Mr. Qi Tengyun; three non-executive directors, namely Mr. Wang Binghua, Mr. Wang Liangyou and Mr. Zhou Jiong; and four independent non-executive directors, namely Mr. Chu Kar Wing, Dr. Li Fang, Mr. Wong Kwok Tai, and Ms. Ng Yi Kum.