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.
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)
POLL RESULTS OF THE 2020 FIRST
EXTRAORDINARY GENERAL MEETING HELD ON AUGUST 5, 2020
AND
APPOINTMENT OF MEMBERS OF THE THIRD
SESSION OF THE BOARD AND THE THIRD
SESSION OF THE SUPERVISORY COMMITTEE
The board of directors (the "Board") of CGN Power Co., Ltd.* (the "Company") is pleased to announce that the 2020 first extraordinary general meeting (the "EGM") of the Company was held on Wednesday, August 5, 2020 in Shenzhen. All resolutions set out below were duly passed by way of open ballot at the EGM.
References are made to the notice of the EGM dated June 18, 2020, the circular of the EGM dated July 20, 2020 (the "Circular") and the indicative notice of the EGM dated July 29, 2020 (the "Indicative Notice") of the Company. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.
The Board is pleased to announce that the EGM was held at Room 401, South Tower, CGN Building, No. 2002 Shennan Road, Shenzhen, Guangdong Province, the PRC on Wednesday, August 5, 2020.
As at the date of the EGM, the total number of issued Shares of the Company was 50,498,611,100 Shares, comprising 39,334,986,100 A Shares and 11,163,625,000 H Shares.
To the best knowledge, information and belief of the Board after having made all reasonable enquiries, there were no restrictions on any Shareholders to cast votes on any of the resolutions at the EGM, and there were no Shares entitling the holders to attend the EGM and could vote only against the resolutions proposed at the EGM. No party had indicated his or her or its intention in the Circular to vote against the resolutions proposed at the EGM or abstain from voting.
The EGM was legally and validly convened in compliance with the requirements of the Company
Law of the People's Republic of China, the relevant PRC laws and regulations, The Rules Governing the Listing of Shares on The Shenzhen Stock Exchange 《( 深圳證券交易所股票上市 規則》) and The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, The Rules Governing the General Meetings of Listed Companies 《( 上市公司股東大會規 則》) and the Articles of Association of the Company. The EGM was chaired by Mr. Yang Changli (楊長利先生), the chairman of the Company.
1
POLL RESULTS OF THE EGM
The total number of Shares entitling the holders to attend and vote on the resolutions at the EGM was 50,498,611,100 Shares. The total number of Shares with voting rights represented by the Shareholders attending the EGM in person or by proxy was 37,226,815,476 Shares, representing approximately 73.718494% of the total number of the issued share capital of the Company.
At the EGM, the following resolutions were considered and approved by way of open ballot, and the poll results are as follows:
Poll results of all Shareholders at the EGM
Poll results of resolutions with the adoption of cumulative voting
Shareholders' nature | Number of | Percentage | Elected | |||
No. | Resolutions | votes for | (%) | or not | ||
Ordinary Resolutions (1) |
1. To consider and approve re-election and appointment of Directors
1.1 | To approve Mr. Yang Changli as a non- | A Share | 34,724,449,498 | 99.997191 | |
executive Director | Yes | ||||
Including: minority | 2,119,295,623 | 99.954000 | |||
A Shareholders | |||||
H Share | 2,318,451,224 | 92.686491 | Yes | ||
1.2 | To approve Mr. Gao Ligang as an executive | A Share | 34,724,454,531 | 99.997206 | |
Director | Yes | ||||
Including: minority | 2,119,300,656 | 99.954238 | |||
A Shareholders | |||||
H Share | 2,383,094,911 | 95.270801 | Yes | ||
1.3 | To approve Mr. Jiang Dajin as an executive | A Share | 34,724,454,531 | 99.997206 | |
Director | Yes | ||||
Including: minority | 2,119,300,656 | 99.954238 | |||
A Shareholders | |||||
H Share | 2,355,131,911 | 94.152902 | Yes | ||
1.4 | To approve Mr. Shi Bing as a non-executive | A Share | 34,724,454,531 | 99.997206 | |
Director | Yes | ||||
Including: minority | 2,119,300,656 | 99.954238 | |||
A Shareholders | |||||
H Share | 2,344,224,219 | 93.716837 | Yes | ||
1.5 | To approve Mr. Wang Wei as a non- | A Share | 34,724,454,531 | 99.997206 | |
executive Director | Yes | ||||
Including: minority | 2,119,300,656 | 99.954238 | |||
A Shareholders | |||||
H Share | 2,310,495,534 | 92.368440 | Yes | ||
2
Poll results of all Shareholders at the EGM
Poll results of resolutions with the adoption of cumulative voting
Shareholders' nature | Number of | Percentage | Elected | ||
No. | Resolutions | votes for | (%) | or not | |
Ordinary Resolutions (1) | |||||
1.6 | To approve Mr. Gu Jian as a non-executive | A Share | 34,724,454,532 | 99.997206 | |
Director | Yes | ||||
Including: minority | 2,119,300,657 | 99.954238 | |||
A Shareholders | |||||
H Share | 2,344,377,419 | 93.722962 | Yes | ||
2. To consider and approve appointment of independent non-executive Directors
2.1 | To approve Mr. Li Fuyou as an independent | A Share | 34,725,329,420 | 99.999725 | |
non-executive Director | Yes | ||||
Including: minority | 2,120,175,545 | 99.995501 | |||
A Shareholders | |||||
H Share | 2,479,669,350 | 99.131631 | Yes | ||
2.2 | To approve Mr . Yang Jiayi as an | A Share | 34,725,329,503 | 99.999726 | |
independent non-executive Director | Yes | ||||
Including: minority | 2,120,175,628 | 99.995505 | |||
A Shareholders | |||||
H Share | 2,479,669,350 | 99.131631 | Yes | ||
2.3 | To approve Mr . Xia Ceming as an | A Share | 34,725,329,419 | 99.999725 | |
independent non-executive Director | Yes | ||||
Including: minority | 2,120,175,544 | 99.995501 | |||
A Shareholders | |||||
H Share | 2,479,669,350 | 99.131631 | Yes | ||
3. To consider and approve re-election and appointment of Supervisors
3.1 | To approve Mr. Chen Sui as a non-employee | A Share | 34,725,319,503 | 99.999697 | |
representative Supervisor | Yes | ||||
Including: minority | 2,120,165,628 | 99.995033 | |||
A Shareholders | |||||
H Share | 2,464,876,786 | 98.540257 | Yes | ||
3.2 | To approve Mr. Hu Yaoqi as a non-employee | A Share | 34,724,030,128 | 99.995984 | |
representative Supervisor | Yes | ||||
Including: minority | 2,118,876,253 | 99.934221 | |||
A Shareholders | |||||
H Share | 2,363,059,650 | 94.469836 | Yes | ||
3.3 | To approve Mr. Zhang Baishan as a non- | A Share | 34,725,319,505 | 99.999697 | |
employee representative Supervisor | Yes | ||||
Including: minority | 2,120,165,630 | 99.995033 | |||
A Shareholders | |||||
H Share | 2,489,261,663 | 99.515110 | Yes | ||
3
Poll results of resolutions without the adoption of cumulative voting
For | Against | Abstain (2) | |||||||
No. | Resolutions | Shareholders' nature | |||||||
Number of | Percentage | Number of | Percentage | Number of | Percentage | ||||
shares | (%) | shares | (%) | shares | (%) | ||||
Ordinary Resolutions(1) | |||||||||
4. | To consider and approve the remuneration of Directors and Supervisors | ||||||||
4.1 | Mr. Yang Changli | A Share | 34,725,360,413 | 99.999815 | 63,800 | 0.000184 | 600 | 0.000002 | |
Including: minority | 2,120,206,538 | 99.996963 | 63,800 | 0.003009 | 600 | 0.000028 | |||
A Shareholders | |||||||||
H Share | 2,487,256,440 | 99.434945 | 13,259,223 | 0.530074 | 875,000 | 0.034981 | |||
Total | 37,212,616,853 | 99.961859 | 13,323,023 | 0.035789 | 875,600 | 0.002352 | |||
4.2 | Mr. Gao Ligang | A Share | 34,725,340,413 | 99.999757 | 83,800 | 0.000241 | 600 | 0.000002 | |
Including: minority | 2,120,186,538 | 99.996019 | 83,800 | 0.003952 | 600 | 0.000028 | |||
A Shareholders | |||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | |||
Total | 37,214,599,076 | 99.967184 | 140,800 | 0.000378 | 12,075,600 | 0.032438 | |||
4.3 | Mr. Jiang Dajin | A Share | 34,725,360,413 | 99.999815 | 63,800 | 0.000184 | 600 | 0.000002 | |
Including: minority | 2,120,206,538 | 99.996963 | 63,800 | 0.003009 | 600 | 0.000028 | |||
A Shareholders | |||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | |||
Total | 37,214,619,076 | 99.967238 | 120,800 | 0.000324 | 12,075,600 | 0.032438 | |||
4.4 | Mr. Shi Bing | A Share | 34,725,343,013 | 99.999764 | 81,200 | 0.000234 | 600 | 0.000002 | |
Including: minority | 2,120,189,138 | 99.996142 | 81,200 | 0.003830 | 600 | 0.000028 | |||
A Shareholders | |||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | |||
Total | 37,214,601,676 | 99.967191 | 138,200 | 0.000371 | 12,075,600 | 0.032438 | |||
4.5 | Mr. Wang Wei | A Share | 34,725,365,013 | 99.999828 | 59,200 | 0.000170 | 600 | 0.000002 | |
Including: minority | 2,120,211,138 | 99.997180 | 59,200 | 0.002792 | 600 | 0.000028 | |||
A Shareholders | |||||||||
H Share | 2,476,056,440 | 98.987194 | 13,259,223 | 0.530074 | 12,075,000 | 0.482731 | |||
Total | 37,201,421,453 | 99.931786 | 13,318,423 | 0.035776 | 12,075,600 | 0.032438 | |||
4.6 | Mr. Gu Jian | A Share | 34,725,343,013 | 99.999764 | 81,200 | 0.000234 | 600 | 0.000002 | |
Including: minority | 2,120,189,138 | 99.996142 | 81,200 | 0.003830 | 600 | 0.000028 | |||
A Shareholders | |||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | |||
Total | 37,214,601,676 | 99.967191 | 138,200 | 0.000371 | 12,075,600 | 0.032438 | |||
4
Poll results of resolutions without the adoption of cumulative voting
For | Against | Abstain (2) | ||||||
No. | Resolutions | Shareholders' nature | ||||||
Number of | Percentage | Number of | Percentage | Number of | Percentage | |||
shares | (%) | shares | (%) | shares | (%) | |||
Ordinary Resolutions(1) | ||||||||
4.7 | Mr. Li Fuyou | A Share | 34,725,353,013 | 99.999793 | 71,200 | 0.000205 | 600 | 0.000002 |
Including: minority | 2,120,199,138 | 99.996614 | 71,200 | 0.003358 | 600 | 0.000028 | ||
A Shareholders | ||||||||
H Share | 2,484,899,623 | 99.340725 | 5,066,040 | 0.202529 | 11,425,000 | 0.456746 | ||
Total | 37,210,252,636 | 99.955508 | 5,137,240 | 0.013800 | 11,425,600 | 0.030692 | ||
4.8 | Mr. Yang Jiayi | A Share | 34,725,348,413 | 99.999780 | 75,800 | 0.000218 | 600 | 0.000002 |
Including: minority | 2,120,194,538 | 99.996397 | 75,800 | 0.003575 | 600 | 0.000028 | ||
A Shareholders | ||||||||
H Share | 2,484,899,623 | 99.340725 | 5,066,040 | 0.202529 | 11,425,000 | 0.456746 | ||
Total | 37,210,248,036 | 99.955496 | 5,141,840 | 0.013812 | 11,425,600 | 0.030692 | ||
4.9 | Mr. Xia Ceming | A Share | 34,725,372,413 | 99.999849 | 51,800 | 0.000149 | 600 | 0.000002 |
Including: minority | 2,120,218,538 | 99.997529 | 51,800 | 0.002443 | 600 | 0.000028 | ||
A Shareholders | ||||||||
H Share | 2,484,899,623 | 99.340725 | 5,066,040 | 0.202529 | 11,425,000 | 0.456746 | ||
Total | 37,210,272,036 | 99.955560 | 5,117,840 | 0.013748 | 11,425,600 | 0.030692 | ||
4.10 | Mr. Chen Sui | A Share | 34,725,338,413 | 99.999751 | 85,800 | 0.000247 | 600 | 0.000002 |
Including: minority | 2,120,184,538 | 99.995925 | 85,800 | 0.004047 | 600 | 0.000028 | ||
A Shareholders | ||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | ||
Total | 37,214,597,076 | 99.967178 | 142,800 | 0.000384 | 12,075,600 | 0.032438 | ||
4.11 | Mr. Hu Yaoqi | A Share | 34,725,343,013 | 99.999764 | 81,200 | 0.000234 | 600 | 0.000002 |
Including: minority | 2,120,189,138 | 99.996142 | 81,200 | 0.003830 | 600 | 0.000028 | ||
A Shareholders | ||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | ||
Total | 37,214,601,676 | 99.967191 | 138,200 | 0.000371 | 12,075,600 | 0.032438 | ||
4.12 | Mr. Zhang | A Share | 34,725,365,013 | 99.999828 | 59,200 | 0.000170 | 600 | 0.000002 |
Baishan | ||||||||
Including: minority | 2,120,211,138 | 99.997180 | 59,200 | 0.002792 | 600 | 0.000028 | ||
A Shareholders | ||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | ||
Total | 37,214,623,676 | 99.967250 | 116,200 | 0.000312 | 12,075,600 | 0.032438 | ||
5
Poll results of resolutions without the adoption of cumulative voting
For | Against | Abstain (2) | ||||||
No. | Resolutions | Shareholders' nature | ||||||
Number of | Percentage | Number of | Percentage | Number of | Percentage | |||
shares | (%) | shares | (%) | shares | (%) | |||
Ordinary Resolutions(1) | ||||||||
4.13 | Ms. Zhu Hui | A Share | 34,725,343,013 | 99.999764 | 81,200 | 0.000234 | 600 | 0.000002 |
Including: minority | 2,120,189,138 | 99.996142 | 81,200 | 0.003830 | 600 | 0.000028 | ||
A Shareholders | ||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | ||
Total | 37,214,601,676 | 99.967191 | 138,200 | 0.000371 | 12,075,600 | 0.032438 | ||
4.14 | Mr. Wang | A Share | 34,725,365,013 | 99.999828 | 59,200 | 0.000170 | 600 | 0.000002 |
Hongxin | ||||||||
Including: minority | 2,120,211,138 | 99.997180 | 59,200 | 0.002792 | 600 | 0.000028 | ||
A Shareholders | ||||||||
H Share | 2,489,258,663 | 99.514990 | 57,000 | 0.002279 | 12,075,000 | 0.482731 | ||
Total | 37,214,623,676 | 99.967250 | 116,200 | 0.000312 | 12,075,600 | 0.032438 | ||
Special Resolutions (1) | ||||||||
5. | To consider | A Share | 34,724,595,413 | 99.997612 | 828,800 | 0.002387 | 600 | 0.000002 |
and approve the | ||||||||
Including: minority | 2,119,441,538 | 99.960882 | 828,800 | 0.039089 | 600 | 0.000028 | ||
amendments to | ||||||||
A Shareholders | ||||||||
the Procedural | ||||||||
Rules of General | H Share | 2,391,804,829 | 95.619004 | 109,363,834 | 4.372121 | 222,000 | 0.008875 | |
Meetings | ||||||||
Total | 37,116,400,242 | 99.703399 | 110,192,634 | 0.296003 | 222,600 | 0.000598 | ||
6. | To consider | A Share | 34,725,360,913 | 99.999816 | 63,300 | 0.000182 | 600 | 0.000002 |
and approve the | ||||||||
Including: minority | 2,120,207,038 | 99.996986 | 63,300 | 0.002985 | 600 | 0.000028 | ||
amendments to the | ||||||||
A Shareholders | ||||||||
Procedural Rules | ||||||||
of The Directors | H Share | 2,501,111,663 | 99.988846 | 5,700 | 0.000228 | 273,300 | 0.010926 | |
Total | 37,226,472,576 | 99.999079 | 69,000 | 0.000185 | 273,900 | 0.000736 | ||
Notes:
- Please refer to the Circular for the full text of the resolutions.
- In counting the voting results for a resolution, waived votes were not regarded as votes with voting rights and abstained votes were regarded as votes with voting rights.
6
As the above ordinary resolutions nos. 1 to 4 were approved by more than one-half majority, these ordinary resolutions were duly passed.
As the above special resolutions nos. 5 to 6 were approved by more than two-thirds majority, these special resolutions were duly passed.
Save as the above resolutions, the Company did not receive any motions raised by any Shareholders, individually or jointly, holding 3% or more of the Shares carrying voting rights of the Company.
According to the requirements of the Procedural Rules of General Meeting of the Company and the Listing Rules, the poll results of the EGM were subject to scrutiny by Mr. Wang Hongxin (王
宏新先生), a Supervisor of the Company, two Shareholder representatives and Mr. Liu Xiaoguang (劉曉光律師) and Ms. Feng Xia (馮霞律師), both being lawyers from King & Wood Mallesons,
and Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Company. Computershare Hong Kong Investor Services Limited was appointed as the scrutineer at the EGM for the purpose of vote-taking. The voting results were lawful and valid.
Mr. Liu Xiaoguang and Ms. Feng Xia, both being lawyers from King & Wood Mallesons, the PRC legal adviser of the Company, attended and witnessed the EGM, issued legal opinions in respect of the meeting certifying that the convening and procedures of the EGM, the qualification of the convener and attendees, the procedures and the results of voting, as well as other relevant matters, are in compliance with the requirements of the relevant existing laws including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, The Rules Governing the General Meetings of Listed Companies, administrative rules and regulatory documents, and the Articles of Association of the Company, and the voting procedures and results of the EGM were lawful and valid.
APPOINTMENT OF MEMBERS OF THE THIRD SESSION OF THE BOARD AND THE THIRD SESSION OF THE SUPERVISORY COMMITTEE
As the above ordinary resolutions nos. 1 to 3 have been duly approved at the EGM, pursuant to the Articles of Association, Mr. Gao Ligang and Mr. Jiang Dajin have been appointed as the executive Directors of the third session of the Board, Mr. Yang Changli, Mr. Shi Bing, Mr. Wang Wei and Mr. Gu Jian have been appointed as the non-executive Directors of the third session of the Board, and Mr. Li Fuyou, Mr. Yang Jiayi and Mr. Xia Ceming have been appointed as the independent non-executive Directors of the third session of the Board. Meanwhile, executive Director Mr. Jiang Dajin replaced executive Director Mr. Gao Ligang as the authorised representative of the Company. Mr. Chen Sui, Mr. Hu Yaoqi and Mr. Zhang Baishan have been appointed as the non-employee representative Supervisors of the third session of the Supervisory Committee and, together with Ms. Zhu Hui and Mr. Wang Hongxin, being the employee representative Supervisors, form the third session of the Supervisory Committee.
After the EGM, the third session of the Board convened its first meeting on the same day to appoint chairmen and members of the audit and risk management committee, the remuneration committee, the nomination committee and the nuclear safety committee for a term commencing from the date of the approval at the Board meeting until the date of expiry of term of office of the third session of the Board. For relevant details of the appointment, please refer to the announcement of List of Directors and their Roles and Functions to be published by the Company in due course.
7
The Company will enter into service contracts and relevant documents with all the Directors of the third session of the Board and all the Supervisors of the third session of the Supervisory Committee as soon as possible.
The brief biographical details, term of office, remuneration and other relevant information to be disclosed under the Listing Rules of the above Directors and Supervisors have been set out in the Circular and the Indicative Notice, and there were no changes to such information as at the date of this announcement.
By order of the Board
CGN Power Co., Ltd.*
Yang Changli
Chairman
The PRC, August 5, 2020
As of the date of this announcement, the Board 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
8
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CGN Power Co. Ltd. published this content on 05 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2020 12:01:04 UTC