CGN Power Co., Ltd. — Proxy Solicitation & Information Statement 2020

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

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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 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HERBY GIVEN THAT the 2020 first extraordinary general meeting (the “ EGM ”) of CGN Power Co., Ltd. (the “ Company ”) will be held at 2:45 p.m. on Wednesday, August 5, 2020 at Room 401, South Tower, CGN Building, No. 2002 Shennan Road, Shenzhen, Guangdong Province, the PRC for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary Resolutions

1. To consider and approve re-election and appointment of Directors

2. To consider and approve appointment of independent non-executive Directors

3. To consider and approve re-election and appointment of Supervisors

4. To consider and approve the remuneration of Directors and Supervisors

Special Resolutions

1. To consider and approve the amendments to the Procedural Rules of General Meetings

2. To consider and approve the amendments to the Procedural Rules of The Board of Directors

By order of the Board CGN Power Co., Ltd. * Jiang Dajin Vice President, Joint Company Secretary and Board Secretary

The PRC, June 18, 2020

As at the date of this notice, the Board of the Company comprises Mr. Gao Ligang as executive Director; Mr. Yang Changli, Mr. Shi Bing, Mr. Wang Wei 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.

• For identification purpose only

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Notes:

• a) All resolutions put to the vote at the EGM 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange” ) (the “ Hong Kong 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 Hong Kong Listing Rules.

• b) Closure of register of members and eligibility for attending and voting at the EGM

In order to determine the list of Shareholders who are entitled to attend and vote at the EGM, the Company’s register of members will be closed from Monday, July 6, 2020 to Wednesday, August 5, 2020, both days inclusive, during which period no transfer of H Shares of the Company will be effected. The Shareholders whose names appear on the Company’s register of shareholders on Monday, July 6, 2020 shall be entitled to attend and vote at the EGM. In order to be eligible for attending and voting at the EGM, all transfer documents of H Shares 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, Wan Chai, Hong Kong (in case of H Shareholders) before 4:30 p.m. on Friday, July 3, 2020.

• c) Reply slip

The Shareholders who intend to attend and vote at the EGM (in person or by a proxy) shall complete the reply slip attached, and return it by hand, by email or by fax on or before Wednesday, July 15, 2020 to the H Share Registrar of the Company at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (in case of H Shareholders), so that the Company can receive such reply slip before July 15, 2020. Completion and return of the reply slip will not preclude you from attending or voting at the EGM.

• d) Proxy

Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more persons (if the 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 EGM.

The proxy concerned must be appointed with a form of proxy. The form of proxy 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 form of proxy shall be affixed with the seal of the legal person or signed by its director or a representative duly authorized in writing. If the form of proxy 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 form of proxy. The form of proxy 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, Wan Chai, Hong Kong (in case of H Shareholders) at least 24 hours before the scheduled time for holding of the EGM or any adjournment thereof (as the case may be).

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

In case of registered joint holders of any Shares, one of the registered joint holders can vote on such Shares in person or by a proxy at the EGM as the only holder entitled to vote. If one or more registered joint holders attend the EGM 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 Shareholders or their proxies shall present their identity documents when attending the EGM (or any adjournment thereof). If the legal representative of corporate Shareholders or any other persons officially authorized by the corporate Shareholders are present at the EGM (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 the case may be).

  • (ii) The EGM is expected to last for no more than a half of a working day. 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: 17M Floor, Hopewell Center, No. 183 Queen’s Road East, Wan Chai, Hong Kong Tel: (852) 2862 8628 Fax: (852) 2865 0990

Address of the Company’s headquarters in the PRC:

• 18/F, South Tower, CGN Building, No. 2002 Shennan Road, Shenzhen, Guangdong Province, PRC Tel: (86) 755 84430888 Fax: (86) 755 83699089

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