PDF《中国电力新能源发展有限公司*》

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Power New Energy Development Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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. China Power New Energy Development Company Limited 中国电力新能源发展有限公司*(Incorporated in Bermuda with limited liability) (Stock Code: 735) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY A notice convening an annual general meeting of China Power New Energy Development Company Limited to be held at Rooms 3801C05, 38/F, China Resources Building,

26 Harbour Road, Wanchai, Hong Kong on

19 May

2017 (Friday) at 11:00 a.m. is set out on pages

16 to

19 of this circular. A form of proxy for use at the

2017 annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cpne.com.hk). Whether or not you are able to attend the

2017 annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company'

s Branch Share Registrar in Hong Kong, 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 before the time scheduled for the holding of the

2017 annual general meeting (i.e. not later than 11:00 a.m. on

17 May

2017 (Wednesday)) or any adjournment thereof. Completion and return of the form of proxy will not preclude the shareholders from attending and voting in person at the meeting if they so wish. References to time and dates in this circular are to Hong Kong time and dates. *? For identification purposes only ― i ― Page Definitions

1 Letter from the Board 1. Introduction

3 2. Proposed Granting of the Repurchase and Issue Mandates

4 3. Proposed Re-election of the Retiring Directors

4 4.

2017 AGM and Proxy Arrangement

5 5. Recommendation

5 6. General Information

5 Appendix I ― Explanatory Statement on the Repurchase Mandate

6 Appendix II ― Details of the Retiring Directors Proposed to be ? Re-elected at the

2017 AGM

9 Notice of the

2017 AGM

16 ―

1 ― In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

2017 AGM an annual general meeting of the Company to be held at Rooms 3801C05, 38/F, China Resources Building,

26 Harbour Road, Wanchai, Hong Kong on

19 May

2017 (Friday) at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages