CGN Power Co., Ltd.* (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1816)

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this 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 adviser. If you have sold or transferred all your shares in CGN Power Co., Ltd.*, you should at once hand this circular 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 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 circular. CGN Power Co., Ltd.* (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1816) (1) Report of the Board of Directors for the year 2016 (2) Report of the Supervisory Committee for the year 2016 (3) Annual Report for the year 2016 (4) Audited Financial Statements for the year 2016 (5) Profit Distribution Plan for the year 2016 (6) Investment Plan and Capital Expenditure Budget for the year 2017 (7) Re-appointment of Auditors for the year 2017 (8) Re-election and Appointment of Directors (9) Re-election and Appointment of Supervisors (10) Remuneration of Directors and Supervisors for the year 2017 (11) General Mandate to Issue Shares And (12) Notice of 2016 Annual General Meeting A letter from the Board is set out on pages 3 to 23 of this circular. The Company will convene the AGM at 10:00 a.m. on Wednesday, May 24, 2017 at Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong. The notice of the AGM is set out on pages 24 to 27 of this circular. Whether or not you are able to attend and/or vote at the AGM, you are requested to complete and return (i) the accompanying reply slip in accordance with the instructions printed thereon on or before Thursday, May 4, 2017 to the H Share Registrar or the headquarters of the Company in the PRC (as the case may be) and (ii) the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the AGM or any adjournment thereof to the H Share Registrar (for holders of H Shares) or the headquarters of the Company in the PRC (for holders of Domestic Shares). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment should you so wish. * For identification purpose only April 7, 2017

2 CONTENTS Page DEFINITIONS I. Introduction... 4 II. Matters to be resolved at the AGM... 4 III. Ordinary Resolutions... 5 To consider and approve the report of the Board of Directors for the year To consider and approve the report of the Supervisory Committee for the year To consider and approve the annual report for the year To consider and approve the audited financial statements for the year To consider and approve the profit distribution Plan for the year To consider and approve the investment plan and capital expenditure budget for the year To consider and approve the re-appointment of auditors for the year To consider and approve the re-election and appointment of Directors... 9 To consider and approve the re-election and appointment of Supervisors To consider and approve the remuneration of Directors and Supervisors for the year IV. Special Resolution To consider and approve to grant the general mandate to the Board of Directors to issue additional H Shares of the Company V. TheAGM VI. Recommendation NOTICE OF 2016 ANNUAL GENERAL MEETING i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings. AGM or Annual General Meeting Articles of Association Board or Board of Directors CGN Chairman Company connected person(s) controlling shareholder Director(s) Domestic Share(s) the 2016 annual general meeting of the Company to be held at 10:00 a.m. on Wednesday, May 24, 2017 at Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong the articles of association of the Company, as amended from time to time the board of Directors of the Company China General Nuclear Power Corporation ( ), 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 SASAC and 10% by Guangdong Hengjian Investment Holdings Co., Ltd. ( ) the chairman of the Board CGN Power Co., Ltd.* ( ), a joint stock company with limited liability incorporated under PRC law on March 25, 2014, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 1816) has the meaning ascribed to it under the Hong Kong Listing Rules has the meaning ascribed to it under the Hong Kong Listing Rules, as at the Latest Practicable Date, it refers to CGN director(s) of the Company ordinary shares in our capital, with the nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi H Share Registrar Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company H Share(s) or Foreign Share(s) overseas-listed foreign shares in our share capital with a nominal value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange 1

4 DEFINITIONS HK$ or Hong Kong dollars Hong Kong Hong Kong Listing Rules Hong Kong Stock Exchange Issue Mandate Latest Practicable Date PBOC PRC RMB Hong Kong dollars, the lawful currency of Hong Kong Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited The Stock Exchange of Hong Kong Limited a general mandate proposed to be granted to the Board by the Shareholders at the AGM to issue not more than 20% of the number of H Shares in issue as at the date of passing the relevant special resolution of the Company, at any time during the period specified in the relevant special resolutions set out in the AGM Notice April 5, 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular the People s Bank of China ( ) the People s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Renminbi, the lawful currency of the PRC SASAC State-owned Assets Supervision and Administration Commission of the State Council of the PRC ( ) Share(s) Shareholder(s) Subsidiary(ies) Substantial Shareholder(s) Supervisor(s) Supervisory Committee Domestic Shares and H Shares Shareholder(s) of the Company has the meaning ascribed thereto under the Hong Kong Listing Rules has the meaning ascribed thereto under the Hong Kong Listing Rules Supervisors of the Company the Supervisory Committee of the Company % percent 2

5 CGN Power Co., Ltd.* (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1816) Executive Director: Mr. Gao Ligang Non-executive Directors: Mr. Zhang Shanming (Chairman) Mr. Shi Bing Mr. Xiao Xue Mr. Zhuo Yuyun Independent non-executive Directors: Mr. Na Xizhi Mr. Hu Yiguang Mr. Francis Siu Wai Keung Registered Office and Headquarters in the PRC: CGN Building No. 2002, Shennan Road Shenzhen, Guangdong Province PRC Principal Place of Business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street Causeway Bay Hong Kong Dear Shareholders, (1) Report of the Board of Directors for the year 2016 (2) Report of the Supervisory Committee for the year 2016 (3) Annual Report for the year 2016 (4) Audited Financial Statements for the year 2016 (5) Profit Distribution Plan for the year 2016 (6) Investment Plan and Capital Expenditure Budget for the year 2017 (7) Re-appointment of Auditors for the year 2017 (8) Re-election and Appointment of Directors (9) Re-election and Appointment of Supervisors (10) Remuneration of Directors and Supervisors for the year 2017 (11) General Mandate to Issue Shares And (12) Notice of 2016 Annual General Meeting 3

6 I. INTRODUCTION The Company intends to hold the AGM at 10:00 a.m. on Wednesday, May 24, 2017 at Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong. The notice to convene the AGM has been dispatched on April 7, 2017, and is set out on pages 24 to 27 of this circular. The purpose of this circular is to provide you with details of the resolutions to be proposed by the Board for Shareholders to consider and approve as ordinary resolutions or special resolution, as the case may be, at the AGM and provide all reasonably required information to enable you to make an informed decision on whether to vote for or against or abstain from voting at those resolutions. Such resolutions and details are set out in section III of the letter from the Board. II. MATTERS TO BE RESOLVED AT THE AGM Ordinary resolutions 1. To consider and approve the report of the Board of Directors for the year To consider and approve the report of the Supervisory Committee for the year To consider and approve the annual report for the year To consider and approve the audited financial statements for the year To consider and approve the profit distribution plan for the year 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 2017 until the end of the next annual general meeting of the Company, and to authorize the Board to determine their remuneration. 8. To re-elect and appoint Directors. 9. To re-elect and appoint Supervisors. 10. To consider and approve the remuneration of Directors and Supervisors for the year Special resolution 11. To consider and approve to grant the general mandate to the Board of Directors for allotting, issuing and dealing with additional H Shares during the relevant period. 4

7 III. ORDINARY RESOLUTIONS 1. To consider and approve the report of the Board of Directors for the year 2016 According to the Articles of Association, the Board of Directors has prepared the report of the Board of Directors for the year 2016, its main contents include business performance, asset condition, corporate governance, financial assistance and guarantee and share capital of the Company. The report was considered and approved by the Board of Directors at the 17th meeting of the first session of the Board of the Directors, the full text of the report is included in the annual report for the year 2016 dispatched by the Company on April 7, 2017, the published electronic file of the annual report is also available at the Company s website or the HKExnews website of the Hong Kong Stock Exchange. According to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve the report of the Board of Directors for the year To consider and approve the report of the Supervisory Committee for the year 2016 According to the Articles of Association, the Supervisory Committee has prepared the report of the Supervisory Committee for the year 2016, its main contents include the summary of work of the Supervisory Committee for the year. The report was considered and approved by the Supervisory Committee at the 14th meeting of the first session of the Supervisory Committee, the full text of the report is included in the annual report for the year 2016 dispatched by the Company on April 7, 2017, the published electronic file of the annual report is also available at the Company s website or the HKExnews website of the Hong Kong Stock Exchange. According to the Articles of Association, an ordinary resolution will be proposed by the Supervisory Committee at the AGM to approve the report of the Supervisory Committee for the year To consider and approve the annual report for the year 2016 According to the Articles of Association, the Company has prepared the annual report for the year The report was considered and approved by the Board of Directors at the 17th meeting of the first session of the Board of Directors, the full text of the report is included in the annual report for the year 2016 dispatched by the Company on April 7, 2017, the published electronic file of the annual report is also available at the Company s website or the HKExnews website of the Hong Kong Stock Exchange. According to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve the annual report for the year

8 4. To consider and approve the audited financial statements for the year 2016 The financial statements of the Company for the year ended December 31, 2016 prepared in accordance with International Financial Reporting Standards have been audited by Deloitte Touche Tohmatsu and considered and approved by the Board of Directors at the 17th meeting of the first session of the Board of Directors. The full text of the report is included in the annual report for the year 2016 dispatched by the Company on April 7, 2017, the published electronic file of the annual report is also available at the Company s website or the HKExnews website of the Hong Kong Stock Exchange. According to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve the audited annual financial statements of the Company for the year ended December 31, 2016 prepared in accordance with International Financial Reporting Standards. 5. To consider and approve the profit distribution plan for the year 2016 According to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve the profit distribution plan of the Company. According to the Articles of Association, the profit distribution policy of the Company was implemented based on the lesser of the profits after tax in the two financial statements which were prepared under PRC Enterprise Accounting Standards and International Financial Reporting Standards respectively. The dividends shall be paid to the holders of Domestic Shares in RMB and the holders of Foreign Shares in Hong Kong dollars but denominated in RMB. As audited in the year 2016, the distributable profits of the Company for the year 2016 amounted to RMB5,739,122, The Board of Directors recommended a payment of final dividend of RMB0.051 (inclusive of tax) per Share for the year 2016 to the Shareholders as of the record date for payment of dividend (the record date). The final dividend distribution ratio for the year was determined taking into consideration various factors such as the operation performance for the year In the future, the Company will continue to take into consideration the result performance, development strategies for the future and other factors for the relevant year when determining the dividend distribution ratio for such year, provided that it shall not be lower than 33% of the distributable net profit for such year. The profit distribution plan has been approved by the 17th meeting of the first session of the Board of Directors. If the proposed profit distribution plan is approved by the Shareholders at the AGM, the distributable dividends will be distributed around July 12, 2017 in cash to the Shareholders which appear in the register of the Company on June 8, 2017 (i.e. the record date). The cash dividend for the year 2016 shall be denominated and declared in RMB on the basis of RMB0.051 (inclusive of tax) per Share. The dividends shall be paid by the Company to the holders of Domestic Shares in RMB and the holders of Foreign Shares in Hong Kong dollars but denominated in RMB. The exchange rate of RMB into Hong Kong dollar shall be calculated based on the arithmetic mean of the medians of the exchange rates of Hong Kong dollar into RMB published by the PBOC five working days from and inclusive of the date on which the AGM of the Company is convened. 6

9 (1) Holders of Domestic Shares The register of members of the Company in respect of the Domestic Shares will be closed from June 3, 2017 to June 8, 2017 (both days inclusive). In order to qualify for the dividend, holders of Domestic Shares must lodge the transfer documents accompanied by relevant share certificates with the office of the Board of Directors of the Company at the headquarters in the PRC at 18/F, South Tower, CGN Building, No. 2002, Shennan Road, Shenzhen, Guangdong Province, PRC no later than 4:30 p.m. on June 2, According to the relevant regulations of the Individual Income Tax Law of the People s Republic of China, the Company will withhold an individual income tax at the rate of 20% for natural person shareholders whose names appear on the register of members of the Company for holders of Domestic Shares on June 8, The dividend for holders of Domestic Shares without affirmed ownership will be kept temporarily by the Company and distributed upon the confirmation of the ownership. (2) Holders of H shares The register of members of the Company in respect of the H shares will be closed from June 3, 2017 to June 8, 2017 (both days inclusive). In order to qualify for the dividend, holders of H Shares shall lodge the transfer documents accompanied by the relevant share certificates with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on June 2, Matters in relation to the proposed final dividend and income tax withheld in respect of dividends to be received by overseas non-resident individual/enterprise shareholders: Non-resident Enterprise Shareholders Pursuant to the Enterprise Income Tax Law of the People s Republic of China and its relevant implementation ordinances, the enterprise income tax shall be withheld for payment at the rate of 10% for non-resident enterprise shareholders whose names appear on the register of members of the Company in respect of H Shares. Non-resident Individual Shareholders According to Guoshuihan [2011] No. 348 documents issued by the State Administration of Taxation, PRC, the Company is required to withhold non-resident individual income tax for non-resident individual holders of H shares, who are entitled to relevant preferential tax arrangement pursuant to the taxation treaty between the countries where they are residing with China and the regulation on taxation arrangement between the Mainland and Hong Kong (Macau). 7

10 As for non-resident individual holders of H shares in countries which have entered into a treaty with China in respect of a tax rate lower than 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of them. If the relevant non-resident individual holders of H Shares wish to apply for a refund of the extra amount withheld and paid, the Company can assist the relevant Shareholders to handle the application for the underlying preferential tax benefits. As for Hong Kong, Macau residents and other non-resident individual holders of H shares in countries or regions which have entered into a treaty with China in respect of a 10% tax rate, the Company will withhold and pay individual income tax at the rate of 10%. As for non-resident individual holders of H shares in countries which have entered into a treaty with China in respect of a tax rate between 10% and 20%, the Company will withhold and pay individual income tax at the actual rate agreed thereunder. As for non-resident individual holders of H shares in countries which have entered into a 20% tax treaty with China or have no tax treaty with China or are under any other circumstances, the Company will withhold and pay individual income tax at the tax rate of 20%. The Company will, based on the registered address of individual holders of H Shares recorded in the register of members of the Company in respect of H Shares on June 8, 2017, to determine their residency. Where the residency of any individual holders of H Shares is inconsistent with the registered address, they shall notify, and submit the relevant proof to, the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, before 4:30 p.m. on June 2, The Company disclaims any responsibility arising from any claims due to holders of H Shares of the Company whose residency are not confirmed timely or accurately or any disputes with regard to the tax withholding systems. According to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve the above profit distribution plan and the final dividend for the year 2016 shall be declared according to the amounts and manners proposed by the Board of Directors. 6. To consider and approve the investment plan and capital expenditure budget for the year 2017 According to the Articles of Association, the Company formulated its investment plan and capital expenditure budget for the year In accordance with its strategies and needs of business development and in order to secure stable operation of nuclear power stations in operation and engineering construction of nuclear power units under construction, the Company plans to invest a total amount of RMB34,160 million in the year 2017, of which, the investment in properties, plants and equipment of RMB26,630 million will be applied in fixed assets procurement, renewal and transformation of nuclear power stations in operation, construction investment of nuclear power stations under construction, investment in 8

11 scientific research and development and information construction. In addition, equity investment of RMB6,530 million will be applied in the capital contribution into nuclear power plants under construction, and acquisition of potential and contingent projects. Moreover, new reserve account of RMB1,000 million was made to respond to the market and handle contingencies. This investment plan and capital expenditure budget have been considered and approved by the Company at the 16th meeting of the first session of the Board of Directors. According to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve this investment plan and capital expenditure budget for the year To consider and approve the re-appointment of auditors for the year 2017 The proposal that Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu (collectively referred to as DT ) be appointed as the auditors of the Company for the year 2016, responsible for the domestic and international auditing of the Company respectively and who would hold office until the conclusion of the 2016 AGM, was considered and approved at the 12th meeting of the first session of the Board of Directors and approved at the 2015 AGM of the Company. According to the Articles of Association and the proposal made by the Audit and Risk Management Committee of the Board, the Company intends to re-appoint DT as our auditors for the year 2017, who will hold office until the conclusion of the annual general meeting of the Company for the year 2017, and authorizes the Board to determine its remuneration based on the actual situations of auditing. The above proposal in relation to the appointment of auditors for the year 2017 was considered and approved at the 17th meeting of the first session of the Board of Directors of the Company. Pursuant to the Articles of Association, an ordinary resolution will be proposed by the Board of Directors at the AGM to approve the re-appointment of DT as our domestic and international auditors of the Company for the year To consider and approve the re-election and appointment of Directors According to the Articles of Association, the term of office of the first session of the Board of Directors of the Company has expired on March 23, Given that the recommendation of candidates for Directors of the second session of the Board of Directors has not been completed as scheduled, by the proposal from the Nomination Committee of the first session of the Board of Directors of the Company and after the consideration at the 16th meeting of the first session of the Board of Directors of the Company, the Directors of the first session of the Board of Directors will continue to perform their duties until the second session of the Board of Directors are elected at the AGM. Pursuant to the Articles of Association, after qualification review and recommendation by the Nomination Committee of the first session of the Board, the first session of the Board proposed to 9

12 re-elect Mr. Zhang Shanming and Mr. Shi Bing as non-executive Directors, Mr. Gao Ligang as executive Director, Mr. Na Xizhi, Mr. Hu Yiguang and Mr. Francis Siu Wai Keung as independent non-executive Directors. The first session of the Board of Directors also proposed to appoint Mr. Tan Jiansheng, Ms. Zhong Huiling and Mr. Zhang Yong as non-executive Directors. Among members of the first session of the Board, Mr. Xiao Xue and Mr. Zhuo Yuyun will retire and will not be candidates of Directors for the second session of the Board due to changes in work. Their retirement will become effective after new Directors have been appointed at the Annual General Meeting. After making all reasonable enquiries and to the best knowledge and belief of the Directors, Mr. Xiao Xue and Mr. Zhuo Yuyun have confirmed respectively that they have no disagreement with the Board on any issues, and no other matters in respect of their retirement is required to be brought to the attention of the Shareholders and creditors. According to the Articles of Association, the following ordinary resolutions will be proposed by the Board of Directors at the AGM: (a) (b) (c) (d) (e) (f) (g) (h) (i) To approve Mr. Zhang Shanming to be non-executive Director. To approve Mr. Gao Ligang to be executive Director. To approve Mr. Tan Jiansheng to be non-executive Director. To approve Mr. Shi Bing to be non-executive Director. To approve Ms. Zhong Huiling to be non-executive Director. To approve Mr. Zhang Yong to be non-executive Director. To approve Mr. Na Xizhi to be independent non-executive Director. To approve Mr. Hu Yiguang to be independent non-executive Director. To approve Mr. Francis Siu Wai Keung to be independent non-executive Director. The above candidates for Directors, if approved by the Shareholders at the AGM, will jointly form the second session of the Board of Directors of the Company. The biographical details of Directors required to be disclosed in accordance with Rule 13.51(2) of the Hong Kong Listing Rules are set out as follows: Mr. Zhang Shanming ( ), aged 52, is a candidate of non-executive Director. Mr. Zhang was appointed as the chairman of the first session of the Board and a non-executive Director of the Company on March 24, Mr. Zhang has more than 32 years of experience in the nuclear power industry. He served as the chairman of the board of directors of China Nuclear Power Engineering Co., Ltd. from February 2006 to June 2008, as the chairman of the board of directors of China Nuclear Power Technology Research Institute Co., Ltd. from May 2008 to June 2011, and as the chairman of 10

13 the board of directors of Daya Bay Nuclear Power Operations and Management Co., Ltd. from February 2009 to June He has been the general manager of CGNPC since August 23, 2010 up to now and has been the director of CGNPC since March 2014 up to now. Mr. Zhang obtained a bachelor of engineering degree in thermal power of power station from Zhejiang University ( ) in July 1984, a master of business administration degree from Shanghai Jiao Tong University ( ) in July 2002, and a doctor of economics degree in finance from Wuhan University ( ) in June Mr. Zhang attended training on operations management and safety supervision in EDF in France and in General Electric (UK) from April 1989 to December Mr. Zhang is entitled to special allowance of the State Council. He won WANO Nuclear Excellence Award in May 2013 and was recognized as a National Outstanding Entrepreneur in May Mr. Zhang was accredited as a professorship-level senior engineer by China Guangdong Nuclear Power Holding Co., Ltd. (now known as CGNPC) in December Mr. Gao Ligang ( ), aged 51, is a candidate of executive Director. Mr. Gao was appointed as the executive Director and President on March 24, Mr. Gao has more than 28 years of experience in the nuclear power industry. He served as the general manager of China Nuclear Power Technology Research Institute Co., Ltd. from February 2004 to January He worked successively as the chairman of the board of directors and the general manager of Yangjiang Nuclear Power Co., Ltd. from December 2007 to October He also served as the general manager of Guangdong Taishan Nuclear Co., Ltd. (now known as Taishan Nuclear Power Joint Venture Co., Ltd. ) from December 2007 to October 2011, and has been the chairman of the board of directors of Taishan Nuclear Power Joint Venture Co., Ltd. since December 2007 up to now. Mr. Gao also served as the deputy general manager of CGNPC from April 2011 to March 2014 and the chairman of General Nuclear System Limited ( GNS ) since June 2016 up to now. Mr. Gao obtained a bachelor of engineering degree in power system and automation from Huazhong University of Science and Technology ( ) (formerly known as Huazhong Institute of Technology ( )) in July 1985 and a master of engineering degree in power system and automation from North China Institute of Electric Power ( ) in January Mr. Gao is entitled to a special allowance of the State Council. Mr. Gao was accredited as a professorship-level senior engineer by China Guangdong Nuclear Power Holding Co., Ltd. (now known as CGNPC ) in December Mr. Tan Jiansheng ( ), aged 58, is a candidate of non-executive Director. Mr. Tan has more than 35 years of experience in financial and energy sectors. Mr. Tan served as general manager of international business department of Guangdong Province Branch of China Construction Bank from October 1994 to May 1997, director and general manager of Well Kent International Holdings Company Limited from May 1997 to August 2000, and deputy general manager of CGNPC since September 2000 up to now. Mr. Tan has also served concurrently as chairman of Fujian Ningde Nuclear Power Co., Ltd. from March 2006 to October 2009, the chairman of the board of directors of CGNPC Uranium Resources Co., Ltd. from October 2006 to August 2009, and general legal counsel of CGNPC from April 2007 to January Mr. Tan obtained a bachelor of infrastructural finance degree from Zhongnan University of Economics and Law ( ) (formerly known as Hubei Institute of Finance and Economics ( )) in August 1982 and a master of corporate management degree from Sun Yat-sen University ( )) in July Mr. Tan also serves concurrently as deputy chairman of China Comprehensive Development Institute ( ), executive director of Chinese Entrepreneurs Association ( ), vice chairman of 11

14 China Energy Research Society ( ), vice chairman of China Association of Oceanic Engineering ( ), as well as adjunct professor of Zhongnan University of Economics and Law and Xiamen University ( ). Mr. Tan was accredited as senior economist by People s Construction Bank of China in December Mr. Shi Bing ( ), aged 49, is a candidate of non-executive Director. Mr. Shi was appointed as non-executive Director of the Company on March 24, Mr. Shi has more than 20 years of experience in finance, accounting, auditing and management in respect of the large nuclear power enterprises. Mr. Shi has successively served as deputy chief accountant and general manager of the finance department concurrently, deputy general manager and deputy chief accountant concurrently, deputy general manager and chief accountant concurrently in CGNPC since January 2008 up to now. Mr. Shi obtained a bachelor of economics degree in national economic management from Lanzhou University ( ) in June 1990 and a master of economics degree in accounting from Central University of Finance and Economics ( ) (formerly known as Central Institute of Finance and Banking ( )) in March Mr. Shi is entitled to a special allowance from the State Council. Mr. Shi was accredited as a senior accountant by the Third Assessment Committee of the Senior Accountant Qualification of Guangdong Province ( ) in December Ms. Zhong Huiling ( ), aged 43, is a candidate of non-executive Director. Ms. Zhong has more than 20 years of experience in the finance, treasury, capital and investment management. Ms. Zhong has served successively as head of capital operation department and head of asset management department of Guangdong Hengjian Investment Holding Co., Ltd., and general manager (executive director) of Guangdong Hengjian Asset Management Co., Ltd. since She currently serves as secretary to the board of directors (chief asset manager) in Guangdong Hengjian Investment Holding Co., Ltd. and concurrently as chairman of the board of directors of Guangdong Hengjian Asset Management Co., Ltd. Ms. Zhong Huiling obtained a bachelor of economics degree in tourism management from Jinan University ( ) in July 1995 and a master of economics degree in finance from Jinan University in January Ms. Zhong was accredited as senior economist by the Human Resources and Social Security Department of Guangdong Province ( ) in March She was elected as a representative of the Sixteenth Session of Guangzhou Yuexiu District People s Congress ( ) in October Mr. Zhang Yong ( ), aged 48, is a candidate of non-executive Director. Mr. Zhang has about 20 years of experience in auditing and accounting. Mr. Zhang has served successively as chief accountant of China Nuclear Fuel Corporation and chief accountant of China National Nuclear Power Co., Ltd. since Mr. Zhang obtained a bachelor of arts degree in Chinese language and literature from Peking University ( ) in July 1990 and a master of business administration degree from Tsinghua University ( ) in June Mr. Zhang was accredited as senior accountant by China National Nuclear Corporation in December Mr. Na Xizhi ( ), aged 63, is a candidate of independent non-executive Director. Mr. Na was appointed as independent non-executive Director of the Company on March 24, Mr. Na served as general manager at Huaneng Power International Inc., a company listed on Hong Kong Stock 12

15 Exchange (stock code: 902) and Shanghai Stock Exchange (stock code: ) and engaged in the development, construction, operation and management of power stations, from March 2006 to April 2008, director of Huaneng Power International, Inc. from May 2005 to May 2008, and deputy general manager at China Huaneng Group from September 2005 to April 2006 and from May 2008 to July Mr. Na graduated from Wuhan University of Hydrology and Electricity ( ) with a master of engineering degree in thermal power of power stations in March Mr. Hu Yiguang ( ), aged 45, is a candidate of independent non-executive Director. Mr. Hu was appointed as independent non-executive Director of the Company on March 24, Mr. Hu is a senior partner and a managing partner of Lifang & Partners in Beijing, PRC and is well versed in laws relating to real estate and construction industry, corporate laws, financial laws, as well as general civil and commercial litigation and arbitration. He is an experienced business negotiator and law-related project designer, and has worked as a legal counsel for the former Ministry of Railways of the PRC, China Minsheng Banking Corp., Ltd., China Everbright Bank Co., Ltd. and other enterprises and government departments. He currently serves as outside director of China Iron & Steel Research Institute Group and Sinosteel Corporation. Mr. Hu graduated from Renmin University of China ( ) with a bachelor of laws degree in June 1992 and a master of laws degree in civil law from Renmin University of China in June Mr. Francis Siu Wai Keung ( ), aged 62, is a candidate of independent non-executive Director. Mr. Siu was appointed as independent non-executive Director of the Company on March 24, Mr. Siu has worked in KPMG for approximately 31 years, where he provided professional services to clients from various industries. He has extensive experience in providing audit services for PRC and overseas companies, and has sound comprehensive knowledge in providing professional advice on foreign direct investment in the PRC. Mr. Siu serves as independent non-executive director in various listed companies, including CITIC Limited. (stock code: 267), China Communications Services Corporation Ltd. (stock code: 552), and China International Capital Corporation Limited (stock code: 3908), being companies listed on the Hong Kong Stock Exchange; and GuocoLand Limited (stock code: GUOL) and BHG Retail Trust Management Pte. Ltd., being companies listed on the Singapore Exchange, and as independent non-executive director of Beijing Gao Hua Securities Co.. Mr. Siu was independent non-executive director of Hua Xia Bank Co., Ltd. (stock code: ) and Beijing Hualian Hypermarket Co., Ltd. (stock code: ), being companies listed on the Shanghai Stock Exchange, and Hop Hing Group Holdings Limited (stock code: 0047), Shunfeng International Clean Energy Limited (stock code: 1165) and China Huishan Dairy Holdings Company Limited (stock code: 6863), being companies listed on the Hong Kong Stock Exchange. He obtained a bachelor of arts degree with major in economics, accounting and financial management from the University of Sheffield in the United Kingdom in July Mr. Siu is a senior fellow member of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants. The re-election and appointment of the above candidates for Directors shall become effective on the date of approval granted by the AGM for a term of 3 years. 13

16 As at the Latest Practicable Date, save as disclosed above, each of Mr. Zhang Shanming, Mr. Gao Ligang, Mr. Tan Jiansheng, Mr. Shi Bing, Ms. Zhong Huiling, Mr. Zhang Yong, Mr. Na Xizhi, Mr. Hu Yiguang and Mr. Francis Siu Wai Keung confirms that (i) he/she does not have any relationship with any Directors, Supervisors, senior management or substantial Shareholders or controlling Shareholders of the Company or its subsidiaries; (ii) he/she did 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) he/she does not have or is 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 SFO; and (iv) there is no other matter with respect to their appointment that needs to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange or that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. 9. To consider and approve the re-election and appointment of Supervisors According to the Articles of Association, the term of office of the first session of the Supervisory Committee of the Company has expired on March 23, Given that the recommendation of candidates for Supervisors of the second session of the Supervisory Committee has not been completed as scheduled, after the consideration at the 13th meeting of the first session of the Supervisory Committee of the Company, the Supervisors of the first session of the Supervisory Committee will continue to perform their duties until the second session of the Supervisory Committee are elected at the AGM. Pursuant to the Articles of Association, the first session of the Supervisory Committee proposed to re-elect Mr. Yang Lanhe and Mr. Chen Rongzhen as non-employee representative Supervisors of the Company and Mr. Cai Zihua and Mr. Wang Hongxin as employee representative Supervisors. The first session of the Supervisory Committee also proposed to appoint Mr. Chen Sui as non-employee representative Supervisor. Among members of the first session of the Supervisory Committee, Mr. Pan Yinsheng will retire and will not be a candidate of Supervisor for the second session of the Supervisory Committee due to changes in work. His retirement will become effective after the new Supervisor has been appointed at the Annual General Meeting. After making all reasonable enquiries and to the best knowledge and belief of the Directors, Mr. Pan Yinsheng has confirmed that he has no disagreement with the Supervisory Committee on any issues, and no other matters in respect of his retirement is required to be brought to the attention of the Shareholders and creditors. According to the Articles of Association, the following ordinary resolutions will be proposed by the Supervisory Committee at the AGM: (a) To approve Mr. Chen Sui to be non-employee representative Supervisor. (b) To approve Mr. Yang Lanhe to be non-employee representative Supervisor. (c) To approve Mr. Chen Rongzhen to be non-employee representative Supervisor. 14

17 Mr. Cai Zihua and Mr. Wang Hongxin have been re-elected by the Company as employee representative Supervisors of the second session of the Supervisory Committee of the Company on March 24, The above candidates for Supervisors, if approved by the Shareholders at the AGM, together with Mr. Cai Zihua and Mr. Wang Hongxin, the employee representative Supervisors, will jointly form the second session of the Supervisory Committee. The biographical details of Supervisors required to be disclosed in accordance with Rule 13.51(2) of the Hong Kong Listing Rules are set out as follows: Non-employee Representative Supervisors Mr. Chen Sui ( ), aged 53, is a candidate of non-employee representative Supervisor. Mr. Chen was appointed as the Supervisor of the first session of the Supervisory Committee from March 24, 2014 to January 28, Mr. Chen joined CGN in March 2006 and served as deputy general manager of CGN Energy Development Co., Ltd. from October 2006 to April 2007, general manager of CGN Wind Power Co., Ltd. from January 2008 to June 2010, chairman of CGN Wind Energy Co., Ltd., CGN Solar Energy Development Co., Ltd., and CGN Energy Conservation Industry Development Co., Ltd. from September 2010 to January 2016 and CGN Meiya Power Holdings Co., Ltd. (a company listed on the Hong Kong Stock Exchange, Stock Code: 1811, now known as CGN New Energy Holdings Co., Ltd.) since September 2010 up to now. Mr. Chen obtained a bachelor degree of engineering in liquid rocket engine from National University of Defense of Technology in July 1987 and a master degree of engineering in management engineering from Shanghai Jiao Tong University in November Mr. Chen received the qualification of senior engineer from the Senior Specialized Technical Services Qualification Committee for China Energy Conservation Investment Corporation in December Mr. Yang Lanhe ( ), aged 65, is a candidate of non-employee representative Supervisor. Mr. Yang was appointed as non-employee representative Supervisor of the first session of the Supervisory Committee of the Company on June 12, Mr. Yang was a deputy secretary to the Party Committee of Jiuzhou Commune of Yunlong County in Yunnan Province from October 1971 to November 1973; served as an operator and a shift supervisor of the main control room in Branch 2 of the State-owned Plant 404 from January 1978 to September 1990; served as deputy section chief, section chief, deputy branch manager, branch manager and deputy general manager of Nuclear Power Qinshan Joint Venture Co., Ltd. from September 1990 to April 2003; served as secretary to the Committee of Nuclear Power Qinshan Joint Venture Co., Ltd. under the Communist Party of China from April 2003 to November 2004; served as general manager and secretary to the Party Committee of Nuclear Power Qinshan Joint Venture Co., Ltd., general manager of Qinshan Nuclear Power Station No. 3 Co., Ltd. a6nd deputy secretary to the Party Committee of the Qinshan Nuclear Power Base from November 2004 to February Mr. Yang has been a member of the Zhejiang Provincial Committee of the Chinese People s Political Consultative Conference since February Mr. Yang graduated from the Department of Engineering Physics of Tsinghua University in 1978, specializing in nuclear reactor engineering. In 2006, he obtained a master of business administration degree from Shanghai Jiao Tong University. 15

18 Mr. Chen Rongzhen ( ), aged 62, is a candidate of non-employee representative Supervisor. Mr. Chen was appointed as non-employee representative Supervisor of the first session of the Supervisory Committee of the Company on June 12, Mr. Chen worked at the light mechanical repair plant 2 in Haifeng County from March 1973 to March 1977; served as a technician and deputy director of the load dispatch zone in the Guangzhou Power Supply Bureau from July 1980 to March 1986; served as deputy secretary, member, deputy secretary of the Party Committee and secretary to the Party Committee of Guangzhou Power Supply Bureau from September 1987 to November 1992; served as deputy bureau chief (at branch ranking) of the Guangzhou Power Industry Bureau from November 1992 to January 2002; served as the director and the Party secretary of the Guangdong Jiangmen Power Supply Bureau from February 2002 to October 2003; and served as deputy general manager and member of the Party Committee of Guangdong Guangdian Group Co., Ltd from November 2003 to June Mr. Chen served as deputy general manager and member of the Party Committee of Guangdong Power Grid Corporation from June 2005 to November 2007; served as director of market transaction department of China Southern Power Grid Limited Liability Company from November 2007 to December 2010 (during the period he was entitled to special allowance of the State Council on February 2, 2009); served as director of the marketing department and deputy chief economist of China Southern Power Grid Limited Liability Company from December 2010 to December Mr. Chen graduated from South China University of Technology ( ) in July Employee Representative Supervisors Mr. Cai Zihua ( ), aged 52. Mr. Cai was appointed as employee representative Supervisor of the first session of the Supervisory Committee of the Company on June 12, 2015 and re-elected by the Company s employees as an employee representative Supervisor of the second session of the Supervisory Committee of the Company on March 24, Mr. Cai worked in the investment control branch of the engineering department and the cost branch of the finance department of Guangdong Nuclear Power Joint Venture Co., Ltd. from July 1987 to October 1992; served as auditor and director of the audit department of CGNPC from July 1996 to December Mr. Cai served as manager of the finance department of CGN Datang Real Estate Co., Ltd. and concurrently as chief financial officer of Shanghai Guangdong Nuclear Investment Corporation and Shanghai Shengtang Properties Limited from December 2000 to December 2003, manager of the finance department of Yangjiang Nuclear Power Co., Ltd. (planned), manager of the finance department of Yangjiang Nuclear Power Co., Ltd., chief accountant of Yangjiang Nuclear Power Co., Ltd. and Taishan Nuclear Power Joint Venture Co., Ltd. from December 2003 to March 2012, chief accountant of Taishan Nuclear Power Joint Venture Co., Ltd. from March 2012 to November Mr. Cai also served as chief accountant of China Nuclear Power Engineering Co., Ltd. from November 2012 to August 2014, and he has served as director of the audit department of the Company since September He has served as employee supervisor of China General Nuclear Power Corporation since January 2015 up to now. Mr. Cai graduated from the Department of Industrial Economics of Shanghai University of Finance and Economics ( ) with a bachelor of economics in June He was qualified as a certified senior auditor in December Mr. Wang Hongxin ( ), aged 53. Mr. Wang was appointed as an employee representative Supervisor of the first session of the Supervisory Committee of the Company on June 12, 2015 and re-elected by the Company s employees as an employee representative Supervisor of the second 16

19 session of the Supervisory Committee of the Company on March 24, Mr. Wang was a lecturer at the heating and ventilation system teaching and research department of the Heat, Energy and Environmental Engineering Faculty in the Tianjin Urban Construction Institute from March 1989 to March 1992; worked in the documentation office of the Guangdong Nuclear Power Joint Venture Co., Ltd. from March 1992 to March 2003; worked in the documentation office of the technology department of Daya Bay Nuclear Power Operations and Management Co., Ltd. from March 2003 to November 2005; served as deputy branch manager of the audit department of CGNPC from November 2005 to July 2007; served as deputy branch manager and branch manager of the party team working division of CGNPC from July 2007 to January Mr. Wang served as special duty director of the governance and business department of CGNPC from January 2011 to July 2011; has served as supervisor of Guangdong Daya Bay Nuclear Power Environmental Protection Co., Ltd. since April 2011 up to now; served as the director of special duty and assistant general manager of the legal affairs department of CGNPC July 2011 to May 2014; served as the deputy general manager of the legal affairs department of the Company from May 2014 to February 2016; has served as employee supervisor of China General Nuclear Power Corporation since January 2015 up to now; and has been the deputy director of Supervisory Committee of the Company since September 2015 up to now. Mr. Wang graduated from the Department of Engineering Physics of Tsinghua University ( ) with a bachelor degree in July In March 1989, he graduated from the Heat, Energy and Environmental Engineering Faculty in the Tianjin University ( ) with a master degree. The re-election and appointment of the above Supervisors shall become effective on the date of approval grantal by the AGM for a term of 3 years. As at the Latest Practicable Date, save as disclosed above, each of Mr. Chen Sui, Mr. Yang Lanhe, Mr. Chen Rongzhen, Mr. Cai Zihua and Mr. Wang Hongxin confirms that (i) he does not have any relationship with any Directors, Supervisors, senior management or substantial Shareholders or controlling Shareholders of the Company or its subsidiaries; (ii) he did 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) he does not have or is 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 SFO; and (iv) there is no other matter with respect to their appointment that needs to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange or that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. 10. To consider and approve the remuneration of Directors and Supervisors for the year 2017 Given that the term of office of the first session of the Board of Directors and the first session of the Supervisory Committee will expire on March 23, 2017, according to the resolutions in relation to the re-election and appointment of Directors and Supervisors in this circular, the first session of the Board of Directors and the first session of the Supervisory Committee will continue to perform their duties after the expiry of their term of office on March 23, 2017 until the second session of the Board of Directors and the second session of the Supervisory Committee are elected at the AGM. The Company formulated the following remuneration packages for Directors of the first session of the 17