CGN Power Co., Ltd. — Proxy Solicitation & Information Statement 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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CGN Power Co., Ltd. 中國廣核電力股份有限公司*

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code : 1816)

NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2018 first H shareholders’ class meeting (the “ H Shareholders’ Class Meeting ”) of CGN Power Co., Ltd.* (the “ Company ”) will be held at 11:00 a.m. on April 24, 2018 (Tuesday) or immediately after the conclusion or adjournment of the EGM (whichever is the later) at Harbour View Room, 3rd Floor, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong, to consider, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the plan for the A Share Offering;

2. To consider and approve the authorisation to deal with specific matters relating to the A Share Offering;

3. To consider and approve the Proposal on Price Stabilisation of A Shares of the Company for the Three Years after the A Share Offering;

4. To consider and approve the Remedial Measures for Dilution of Current Return as a result of A Share Offering and Undertakings;

5. To consider and approve the Undertakings regarding the Information Disclosed in the Prospectus for the A Share Offering; and

6. To consider and approve the proposals regarding the distribution of accumulated profit prior to the A Share Offering.

By order of the Board CGN Power Co., Ltd. Zhang Shanming* Chairman

The PRC, March 9, 2018

* For identification purpose only

As at the date of this notice, 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.

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Notes:

• a) All resolutions put to the vote at the H Shareholders’ Class Meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to purely a procedural or administrative matter to be voted on by a show of hands in accordance with the Listing Rules, and the results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.

b) Closure of the register of members and the eligibility for attending and voting at the H Shareholders’ Class Meeting

In order to determine the list of H Shareholders who are entitled to attend and vote at the H Shareholders’ Class Meeting, the Company’s register of members will be closed from March 25, 2018 (Sunday) to April 24, 2018 (Tuesday), both days inclusive, during which period no transfer of the shares of the Company will be effected. The H Shareholders whose names appear on Company’s register of shareholders on April 24, 2018 (Tuesday) shall be entitled to attend and vote at the H Shareholders’ Class Meeting. In order to be eligible for attending and voting at the H Shareholders’ Class Meeting, all transfer documents together with relevant share certificates and other appropriate documents shall be sent for registration to the H Share Registrar of the Company, namely, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong before 4:30 p.m. on March 23, 2018 (Friday).

c) Reply slip

The H Shareholders who intend to attend and vote at the H Shareholders’ Class Meeting (in person or by a proxy) shall complete the reply slip attached to this circular, and return it by hand, by email or by fax on or before April 4, 2018 (Wednesday) to the H Share Registrar of the Company at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, so that the Company can receive such reply slip 20 days before the H Shareholders’ Class Meeting is convened. Completion and return of the reply slip will not preclude you from attending or voting at the H Shareholders’ Class Meeting.

However, in the event that the H Shareholders do not return reply slips, and the reply slips suggest that the number of Shares with voting rights represented by those H Shareholders intending to attend the H Shareholders’ Class Meeting fails to reach more than half of the total number of Shares with rights to vote at the H Shareholders’ Class Meeting of the Company, the H Shareholders’ Class Meeting may be postponed.

d) Proxy

Any H Shareholder entitled to attend and vote at the H Shareholders’ Class Meeting is entitled to appoint one or more persons (if the H Shareholder holds two or more issued shares of the Company with a nominal value of RMB1.00 each), whether such person is a shareholder of the Company or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the H Shareholders’ Class Meeting.

The proxy concerned must be appointed with a power of attorney. The power of attorney concerned must be signed by the principal or the representative duly authorized in writing by the principal. If the principal is a legal person, the power of attorney shall be affixed with the seal of the legal person or signed by its director or a representative duly authorized in writing. If the power of attorney of the proxy is signed by the authorized person of the principal under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarized, and served at the same time as the power of attorney. The power of attorney of the Shareholders’ proxy shall be served to the H Share Registrar of the Company at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in 24 hours before the scheduled time for holding of the H Shareholders’ Class Meeting or any adjournment thereof (as the case may be).

After the completion and return of the power of attorney, you can attend and vote in person at the H Shareholders’ Class Meeting or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

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In case of registered joint holders of any H Shares, one of the registered joint holders can vote on such H Shares in person or by a proxy as the only holder entitled to vote. If one or more registered joint holders attend the H Shareholders’ Class Meeting in person or by a proxy, only the vote of the person whose name appears first in the register of members relating to the joint holders (in person or by a proxy) will be accepted as the only vote of the joint holders.

• e) Miscellaneous

  • (i) The Company’s H Shareholders or their proxies shall present their identity documents when attending the H Shareholders’ Class Meeting (or any adjournment thereof). If the legal representative of corporate H Shareholders or any other persons officially authorized by the corporate H Shareholders are present at the H Shareholders’ Class Meeting (or any adjournment thereof), such legal representative or other persons shall present their identity documents and the certifying documents for appointment as a legal representative or valid authorization documents (as case may be).

  • (ii) The H Shareholders’ Class Meeting is expected to last for no more than half of a working day. The H Shareholders and representatives attending the meeting shall be responsible for their own traveling and accommodation expenses.

  • (iii) Address of Computershare Hong Kong Investor Services Limited:

Shops 1712-1716, 17th Floor

Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong Tel: (852) 2862 8628 Fax: (852) 2865 0990

• f) The details about the aforesaid resolutions proposed for the consideration and approval of the H Shareholders’ Class Meeting are set out in the circular of the H Shareholders’ Class Meeting dated March 9, 2018. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the circular.

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