PDF《中国电力新能源发展有限公司*》

16 to

19 of this circular, or any adjournment thereof;

Board the board of Directors;

Company China Power New Energy Development Company Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

Current Bye-laws the Bye-laws of the Company currently in force;

Director(s) the director(s) of the Company;

Group the Company and its subsidiaries from time to time;

HK$ Hong Kong dollars, the lawful currency of Hong Kong;

Hong Kong the Hong Kong Special Administrative Region of the People'

s Republic of China;

Issue Mandate as defined in paragraph 2(b) of the Letter from the Board;

Latest Practicable Date

10 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange;

Repurchase Mandate as defined in paragraph 2(a) of the Letter from the Board;

RMB Renminbi, the lawful currency of the People'

s Republic of China;

SFO the Securities and Futures Ordinance, Chapter

571 of the Laws of Hong Kong;

Share(s) ordinary share(s) of HK$1 each in the capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

―

2 ― Shareholder(s) holder(s) of Share(s);

Stock Exchange The Stock Exchange of Hong Kong Limited;

Takeovers Code the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong;

and % per cent. ―

3 ― 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) Executive Directors: Mr. Wang Fengxue Mr. Zhao Xinyan Mr. He Hongxin (Chief Executive Officer) Mr. Qi Tengyun Non-executive Directors: Mr. Wang Binghua (Chairman) Mr. Bi Yaxiong (Vice Chairman) Mr. Wu Hanming Independent Non-executive Directors: Mr. Chu Kar Wing Dr. Li Fang Mr. Wong Kwok Tai Ms. Ng Yi Kum Registered Office: Clarendon House

2 Church Street Hamilton HM

11 Bermuda Principal Place of Business ? in Hong Kong: Rooms 3801C05, 38/F China Resources Building

26 Harbour Road Wanchai Hong Kong

18 April

2017 To the Shareholders Dear Sir/Madam, 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 1. INTRODUCTION The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the

2017 AGM for (i) the granting of the Repurchase Mandate to the Directors;

(ii) the granting of the Issue Mandate to the Directors;

(iii) the extension of the Issue Mandate by adding to it the number of issued Shares repurchased by the Company under the Repurchase Mandate;

and (iv) the re-election of the retiring Directors. *? For identification purposes only ―

4 ― 2. PROPOSED GRANTING OF THE REPURCHASE AND ISSUE MANDATES At the

2016 annual general meeting of the Company held on

12 May 2016, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Up to the Latest Practicable Date, such mandates have not been used and, if not used by the date of the