CGN Power Co., Ltd.*

Transcription

1 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.* (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code : 1816) POLL RESULTS OF 2017 ANNUAL GENERAL MEETING HELD ON MAY 30, 2018 AND PAYMENT OF ANNUAL FINAL DIVIDEND The board of directors (the Board ) of CGN Power Co., Ltd.* (the Company ) is pleased to announce that the 2017 annual general meeting (the AGM ) of the Company was held on Wednesday, May 30, 2018 in Hong Kong. All resolutions set out below were duly passed by way of open ballot at the AGM. The Company will pay an annual final dividend in cash around Wednesday, July 18, 2018 to the Shareholders whose names appear on the register of members of the Company on Thursday, June 14, 2018, being the record date. The cash dividend in respect of the year 2017 shall be denominated and declared in Renminbi ( RMB ) at RMB0.068 per Share (inclusive of tax). Reference is made to the notice of the AGM and the circular of the Company published on April 13, 2018 (the Circular ). Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular. The Board is pleased to announce that the AGM of the Company was held at 10:00 a.m. on Wednesday, May 30, 2018 at the Ballroom, 5/F, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong. As at the date of the AGM, the issued Shares of the Company, i.e. the total number of Shares entitling the holders to attend the AGM and vote on any resolutions proposed at the meeting was 45,448,750,000 Shares, comprising 34,285,125,000 Domestic Shares and 11,163,625,000 H Shares. As of the date of the AGM, China General Nuclear Power Corporation ( CGN ) directly held 29,176,641,375 Domestic 1

2 Shares, representing 64.20% of the issued ordinary Shares of the Company. As CGN has a material interest in ordinary resolution No. 9, CGN and its associates shall abstain from voting on resolution No. 9 proposed at the AGM pursuant to Rule14A.36 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Listing Rules ), and they had abstained from such voting. Therefore, in counting the relevant votes on ordinary resolution No. 9, the Shares held by CGN were not included, i.e. the total number of the issued Shares entitling the holders to vote for or against resolution No. 9 proposed at the AGM was 16,272,108,625 Shares. Save as disclosed above and to the best knowledge, information and belief of the Board after having made all reasonable enquiries, there were no restrictions on any Shareholders to cast votes on any of the resolutions at the AGM, and there were no Shares entitling the holders to attend the AGM and could vote only against the resolutions proposed at the meeting. No party had indicated his or her intention in the Circular to vote against the resolutions proposed at the AGM or abstain from voting. Shareholders or their proxies who represent a total of 37,373,646,086 voting Shares of the Company, representing approximately % of the total issued share capital of the Company as at the date of the AGM, attended the AGM. The AGM was legally and validly convened in compliance with the requirements of the PRC Company Law, relevant PRC laws and regulations, the Listing Rules and the Articles of Association. The AGM was chaired by Mr. Zhang Shanming, the Chairman and non-executive Director of the Company. POLL RESULTS OF THE AGM At the AGM, the following resolutions were considered and approved by way of open ballot, and the poll results are as follows: Ordinary Resolutions (1) 1 To consider and approve the report of the Board for the year ended December 31, ,352,032,273 ( %) 7,080,813 ( %) 2

3 Ordinary Resolutions (1) 2 To consider and approve the report of the Supervisory Committee for the year ended December 31, To consider and approve the annual report for the year To consider and approve the audited financial statements for the year ended December 31, To consider and approve the profit distribution plan for the year ended December 31, To consider and approve the investment plan and capital expenditure budget for the year To consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the domestic and international auditors of the Company, respectively, for the year 2018 until the close of the next annual general meeting of the Company, and to authorize the Board to determine their remuneration 37,352,060,273 ( %) 37,352,060,273 ( %) 37,352,061,273 ( %) 37,357,086,273 ( %) 37,357,079,273 ( %) 37,352,461,273 ( %) 14,540,000 ( %) 19,109,000 ( %) 7,052,813 ( %) 7,052,813 ( %) 7,051,813 ( %) 2,026,813 ( %) 2,026,813 ( %) 2,075,813 ( %) 3

4 Ordinary Resolutions (1) 8 To consider and approve the remuneration of Directors and Supervisors of the Company for the year Mr. Gao Ligang 37,356,322,273 ( %) 14,536,000 ( %) 2,787,813 ( %) 8.2 Mr. Na Xizhi 37,357,018,273 ( %) 14,536,000 ( %) 2,091,813 ( %) 8.3 Mr. Hu Yiguang 37,357,019,273 ( %) 8.4 Mr. Francis Siu Wai Keung 37,357,029,273 ( %) 8.5 Mr. Yang Lanhe 37,357,021,273 ( %) 8.6 Mr. Chen Rongzhen 37,357,016,273 ( %) 8.7 Mr. Cai Zihua 37,356,321,273 ( %) 8.8 Mr. Wang Hongxin 37,356,320,273 ( %) Special Resolution (1) 9 To consider and approve the 2018 Financial Services Framework Agreement and the provision of depository and loan services contemplated thereunder and the related proposed annual caps 14,546,000 ( %) 14,536,000 ( %) 14,544,000 ( %) 14,544,000 ( %) 14,546,000 ( %) 2,080,813 ( %) 2,080,813 ( %) 2,080,813 ( %) 2,085,813 ( %) 2,778,813 ( %) 14,536,000 2,789,813 ( %) ( %) 7,604,359,498 ( %) 590,566,400 ( %) 2,078,813 ( %) 4

5 Special Resolution (1) 10 To consider and approve the grant of a general mandate to the Board to allot, issue and deal with additional H Shares during the relevant period 36,330,922,068 ( %) 1,039,780,705 ( %) 2,943,313 ( %) Notes: (1) Please refer to the Circular for the full text of the resolutions. (2) In counting the voting results for a resolution, waived votes were not regarded as votes with voting rights and abstained votes were regarded as votes with voting rights. As the above ordinary resolutions nos. 1 to 9 were approved by more than one half majority, these ordinary resolutions were duly passed. As the above special resolution no. 10 was approved by more than two-thirds majority, this special resolution was duly passed. Save as the above resolutions nos. 1 to 10, the Company did not receive any motions raised by any Shareholders, individually or jointly, holding 3% or more of the Shares carrying voting rights of the Company. In compliance with the requirements of the Listing Rules, Computershare Hong Kong Investor Services Limited, the Company s H Share Registrar, acted as the scrutineer for the vote-counting at the AGM and performed calculations to obtain the above poll results based on the completed and signed poll voting forms collected by the Company. According to the Procedural Rules of General Meeting of the Company, Mr. Chen Sui, a Supervisor of the Company and two Shareholder representatives also participated in vote-counting and scrutineering. Payment of Annual Final Dividend As approved by the Shareholders at the AGM, the Board is pleased to announce the following details in respect of the payment of final dividend for the year ended December 31, 2017 to the Shareholders: The Company will pay an annual final dividend around Wednesday, July 18, 2018 in cash to the Shareholders whose names appear on the register of members of the Company on Thursday, June 14, 2018 (i.e. the record date). The cash dividend in respect of the year 2017 shall be denominated and declared in RMB at RMB0.068 per 5

6 Share (inclusive of tax). The dividend shall be paid by the Company to holders of Domestic Shares in RMB, and be denominated in RMB and paid to holders of H Shares in Hong Kong dollar. The exchange rate of RMB into Hong Kong dollar shall be calculated based on the arithmetic mean of the median of the exchange rates of Hong Kong dollar into RMB as published by the People s Bank of China five working days prior to the date of the AGM of the Company (i.e. HK$1 to RMB ), inclusive of the date on which the AGM of the Company is convened, i.e. a cash dividend of HK$ per Share (inclusive of tax) will be paid to holders of H Shares. For the matters regarding the taxation relating to the payment of the annual final dividend and the closure of register of members, please refer to the Circular. By Order of the Board CGN Power Co., Ltd.* Zhang Shanming Chairman The PRC, May 30, 2018 As at the date of this announcement, the Board of the Company comprises Mr. Gao Ligang as executive Director; Mr. Zhang Shanming, Mr. Tan Jiansheng, Mr. Shi Bing, Ms. Zhong Huiling and Mr. Zhang Yong, as non-executive Directors; Mr. Na Xizhi, Mr. Hu Yiguang and Mr. Francis Siu Wai Keung, as independent non-executive Directors. * For identification purpose only 6