PDF《中国电力新能源发展有限公司*》

2017 AGM, will lapse at the conclusion of the

2017 AGM. Ordinary resolutions will be proposed at the

2017 AGM to approve the granting of new general mandates to the Directors: (a) to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of issued Shares as at the date of passing such resolution (i.e. not exceeding 118,663,341 Shares on the basis that the existing issued share capital of the Company of 1,186,633,418 Shares remains unchanged as at the date of the

2017 AGM) (the Repurchase Mandate );

(b) to allot, issue or deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing such resolution (i.e. not exceeding 237,326,683 Shares on the basis that the existing issued share capital of the Company of 1,186,633,418 Shares remains unchanged as at the date of the

2017 AGM) (the Issue Mandate );

and (c) to extend the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate. The Repurchase Mandate and the Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the

2017 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items

11 and

12 of the notice of the

2017 AGM as set out on pages

16 to

19 of this circular. In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular. 3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS Pursuant to Bye-law

87 of the Current Bye-laws, Mr. He Hongxin, Mr. Qi Tengyun, Dr. Li Fang and Ms. Ng Yi Kum shall retire by rotation at the

2017 AGM, whereas pursuant to Bye-law 86(2)(b) of the Current Bye-laws, Mr. Wang Fengxue, who was appointed on

22 February

2017 as an executive Director, shall hold office until the

2017 AGM. All of the above five retiring Directors, being eligible, will offer themselves for re-election at the

2017 AGM. Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director(s) in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re- election or appointment is subject to shareholders'

approval at that relevant general meeting. The requisite details of the above five Directors proposed to be re-elected at the

2017 AGM are set out in Appendix II to this circular. ―

5 ― 4.

2017 AGM AND PROXY ARRANGEMENT The notice of the

2017 AGM is set out on pages

16 to

19 of this circular. At the

2017 AGM, resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate and the Issue Mandate, the extension of the Issue Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate and the re-election of the retiring Directors. Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the