Securities code: 600905 securities abbreviation: China Three Gorges Renewables (Group) Co.Ltd(600905) Announcement No.: 2022-007
China Three Gorges new energy (Group) Co., Ltd
Notice on convening the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Date of shareholders’ meeting: February 23, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type and session of the general meeting of shareholders
The first extraordinary general meeting of shareholders in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted in this general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time of the meeting: 10:00 on February 23, 2022
Venue: conference room 1203, building T1, poly Duhui, No. 156, Xinhua North Street, Tongzhou District, Beijing (V) online voting system, start and end date and voting time.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from February 23, 2022
To February 23, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. （7） Involving public solicitation of shareholders’ voting rights
According to the measures for the administration of equity incentive of listed companies of the CSRC, when the general meeting of shareholders of the company votes on the restricted stock incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the equity incentive plan. Wang Yonghai, the independent director of the company, as the soliciter, solicited the voting rights of all shareholders of the company on the matters considered at the general meeting of shareholders. For details on the time, method and procedure of soliciting voting rights for the matters considered at the shareholders’ meeting, see the announcement of China Three Gorges new energy (Group) Co., Ltd. on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-008) disclosed on the website of Shanghai Stock Exchange on February 8, 2022. 2、 Matters considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
Restrictions of China Three Gorges new energy (Group) Co., Ltd
1. Discussion on long-term incentive plan (Draft) and its summary √
case
2 China Three Gorges new energy (Group) Co., Ltd. 2021 √
Implementation of the annual restricted stock incentive plan (Draft) and its abstract
bill
3 restrictions of China Three Gorges new energy (Group) Co., Ltd. √
Proposal on the measures for the administration of long-term incentive plans for sex stocks
4 China Three Gorges new energy (Group) Co., Ltd. 2021 √
Proposal on the performance appraisal measures of the restricted stock incentive plan in
5 China Three Gorges new energy (Group) Co., Ltd. 2021 √
Proposal on the measures for the administration of restricted stock incentive plans in
6 about submitting to the general meeting of shareholders of the company to authorize the board of directors to handle the company √
Proposal on matters related to restricted stock long-term incentive plan
7. About requesting the general meeting of shareholders of the company to authorize the board of directors to handle the company √
Proposal on matters related to the restricted stock incentive plan in 2021
8. About signing cooperation agreement with Yangtze Three Gorges Investment Management Co., Ltd. √
Proposal on agreement and related party transactions
1. Time and media of disclosure of each proposal
Proposals 1-7 have been deliberated and adopted at the 35th meeting of the first board of directors and the 16th meeting of the first board of supervisors of the company. For details, please refer to the legal information disclosure media and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on November 27, 2021 Relevant announcements of disclosure. Proposal 8 has been deliberated and adopted at the 38th meeting of the first board of directors of the company. For details, see the company’s legal information disclosure media and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 21, 2021 Relevant announcements of disclosure. Before the first extraordinary general meeting of shareholders in 2022, the company will be on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Publish the materials of the first extraordinary general meeting of shareholders in 2022. 2. Special resolution proposal: proposal 1-73. Proposal on separate counting of votes for small and medium-sized investors: proposal 1-84. Proposal on avoidance of voting by related shareholders: proposal 8
Names of related shareholders who should avoid voting: China Three Gorges Group Co., Ltd. and Three Gorges Capital Holding Co., Ltd. 5. Proposals involving the voting of preferred shareholders: No. III. matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. 4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A share 600905 China Three Gorges Renewables (Group) Co.Ltd(600905) 2022 / 2 / 17
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method
(I) registration method:
1. Natural person shareholders: those who attend the meeting in person shall submit the original of their ID card; If an agent is entrusted to attend the meeting, it shall submit the original ID card of the agent, a copy of the ID card of the principal, and the original power of attorney (Annex 1) issued by the principal for registration.
2. Corporate shareholder: if the legal representative attends the meeting, he / she shall submit the original of his / her ID card and the copy of the corporate business license stamped with the official seal of the unit; If an agent is entrusted to attend the meeting, it shall submit the original ID card of the agent, the copy of the business license of the legal person stamped with the official seal of the unit, and the original power of attorney issued by the legal representative for registration.
3. If the investors of margin trading and securities lending attend the meeting, they shall hold the copy of the business license of the securities company related to margin trading and securities lending, the certificate of securities account and the original power of attorney issued to the investors. If the investor is an individual, it shall also hold the original of its own ID card; If the investor is an institution, it shall also handle the registration with the copy of the legal person business license stamped with the official seal of the unit, the original ID card of the participants, and the original power of attorney (Annex 1) issued by the legal representative.
All originals need a copy. Shareholders or agents can pre register by fax or e-mail. Please indicate the word “general meeting of shareholders” on the e-mail and provide effective contact information, and go to the site for formal registration with the above valid certificates (original and copy) before the meeting.
(II) pre registration time: 9:00-11:00 and 14:00-17:00 on Friday, February 18, 2022 (III) pre registration place: conference room 1106, floor 11, building T1, poly Duhui, No. 156, Xinhua North Street, Tongzhou District, Beijing
(IV) shareholders or authorized agents of shareholders attending the on-site meeting shall arrive at the meeting place before the meeting, and bring valid certificates (original and copy) such as ID card, shareholder account card and power of attorney for verification and admission. 6、 Other matters
(I) contact information:
Contact: Chen Siyu, Zhao Xing email: [email protected].
Tel: 010-58689199 Fax: 010-58689734
Address: building T1, poly Duhui, No. 156, Xinhua North Street, Tongzhou District, Beijing
Postal Code: 101100
(II) precautions:
1. The duration of the on-site meeting is expected to be half a day, and the shareholders attending the meeting shall take care of their own transportation, food and accommodation.
2. In order to cooperate with covid-19 epidemic prevention and control, the company encourages shareholders to give priority to participating in the meeting and exercising their voting rights through online voting. If shareholders or agents attend the meeting on site, in addition to carrying relevant certificates and materials, please do a good job in personal protection and comply with relevant local epidemic prevention and control requirements. It is hereby announced.
The board of directors of China Three Gorges new energy (Group) Co., Ltd. February 8, 2022 Annex 1: power of attorney
Annex 1: power of attorney
Power of attorney
China Three Gorges new energy (Group) Co., Ltd.:
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of your company in 2022 held on February 23, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
Restrictions of China Three Gorges new energy (Group) Co., Ltd
1. Discussion on the long-term incentive plan (Draft) and its summary
case
China Three Gorges new energy (Group) Co., Ltd. 2021
2-year restricted stock incentive plan (Draft) and its summary
bill
3 restrictions of China Three Gorges new energy (Group) Co., Ltd
Proposal on the measures for the administration of long-term incentive plans for sex stocks
4 China Three Gorges new energy (Group) Co., Ltd. 2021
Proposal on the performance appraisal measures of the restricted stock incentive plan in
5 China Three Gorges new energy (Group) Co., Ltd. 2021
Proposal on the measures for the administration of restricted stock incentive plans in
6. Request to the general meeting of shareholders of the company to authorize the board of directors to handle the company’s limited liability
Proposal on matters related to the long-term incentive plan for institutional stocks
7. About requesting the general meeting of shareholders of the company to authorize the board of directors to handle the company’s
Proposal on matters related to the restricted stock incentive plan in 2021
8. About signing cooperation agreement with Yangtze Three Gorges Investment Management Co., Ltd
Proposal on related party transactions
Signature (seal) of the trustor: signature of the trustee:
The ID number of the client: the ID number of the trustee:
Date of entrustment: mm / DD / yy
Note: the trustor shall choose one of “agree”, “oppose” or “abstain” in the power of attorney and tick “√”. If the trustor does not give specific instructions in this power of attorney, the trustee has the right to vote according to its own wishes.
