China Power International Development Limited HKEx Stock Code: 2380繁體中文简体中文
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State Power Investment Corporation
Corporate Governance

Shareholder Rights

(I) Procedures for Shareholders to convene extraordinary general meetings

Shareholders of the Company (the "Shareholders") entitled to have right to request the Company to convene an extraordinary general meeting pursuant to Section 113 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) ("this section"). The procedures are as follows:
(1) Shareholders should hold at the date of the deposit of the requisition not less than one-twentieth of the paid-up capital of the Company and such share capital at the date of the deposit of the requisition carries the right of voting at general meeting of the Company.
(2) The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the registered office of the Company to propose the requisition in writing to the Company, and may consist of several documents in like form, each signed by one or more requisitionists.
(3) The directors of the Company (the "Directors") should be within 21 days from the date of the deposit of the requisition proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given.
(4) If the Directors do not within 21 days from the date of the deposit of the requisition proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the said date.
(5) A meeting convened under this section by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by Directors.
(6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Directors duly to convene a meeting shall be repaid to the requisitionists by the Company, and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration in respect of their services to such of the Directors as were in default.

(II) Procedures for Shareholders sending enquiries to the Board
(1) Shareholders should direct their questions about their shareholdings to the Company's registrar and whose details are as follows:

Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
Tel: (852) 2862 8628
Fax: (852) 2865 0990

(2) Shareholders may at any time request to collect the public information of the Company.

Welcome the Shareholders to browse the Company's website at www.chinapower.hk or the website of Hong Kong Exchanges and Clearing Limited at www.hkex.com.hk to obtain the relevant updated information of the Company or contact our Investor Relations Department:

Mr. Shou Rufeng / Ms. Zhao Huan (Investor Relations)
China Power International Development Limited
Suite 6301, 63/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
Tel: (852) 2802 3861
Fax: (852) 2802 3922
e-mail: ir@chinapower.hk

(3) Shareholders have any queries or suggestions or other related questions to the Company, please contact the company secretary and whose details are as follows:

Ms. Cheung Siu Lan (Company Secretary)
China Power International Development Limited
Suite 6301, 63/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
Tel: (852) 2802 3861
Fax: (852) 2802 3922

(III) Procedures for Shareholders making proposals at general meetings

Shareholders entitled to have right to propose a resolution at general meeting pursuant to Section 115A of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) ("this section"). The procedures are as follows:
(1) Subject to this section, it shall be the duty of the Company, on the requisition in writing of such number of members as is hereinafter specified and (unless the Company otherwise resolves) at the expense of the requisitionists-
 
(a) to give to members of the Company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting;
(b) to circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
(2) The number of members necessary for a requisition under section (1) abovementioned shall be-
 
(a) any number of members representing not less than one-fortieth of the total voting rights of all members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
(b) not less than 50 members holding shares in the Company on which there has been paid up an average sum, per member, of not less than $2000.
(3) Notice of any such resolution shall be given, and any such statement shall be circulated, to members of the Company entitled to have notice of the meeting sent to them by serving a copy of the resolution or statement on each such member in any manner permitted for service of notice of the meeting, and notice of any such resolution shall be given to any other member of the Company by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the Company:

Provided that the copy shall be served, or notice of the effect of the resolution shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter.
(4) A Company shall not be bound under this section to give notice of any resolution or to circulate any statement unless-
 
(a) a copy of the requisition signed by the requisitionists (or 2 or more copies which between them contain the signatures of all the requisitionists) is deposited at the registered office of the Company-
(i) in the case of a requisition requiring notice of a resolution, not less than 6 weeks before the meeting; and
(ii) in the case of any other requisition, not less than 1 week before the meeting; and
(b) there is deposited or tendered with the requisition a sum reasonably sufficient to meet the Company's expenses in giving effect thereto:

Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the Company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection shall be deemed to have been properly deposited for the purposes thereof.
(5) The Company shall also not be bound under this section to circulate any statement if, on the application either of the Company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the Company's costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application.
(6) Notwithstanding anything in the Articles of Association of the Company, the business which may be dealt with at an annual general meeting shall include any resolution of which notice is given in accordance with this section, and for the purposes of that notice shall be deemed to have been so given notwithstanding the accidental omission, in giving it, of 1 or more members.
(7) In the event of any default in complying with the provisions of this section, every officer of the Company who is in default shall be liable to a fine.

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