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Notice of the 2021 annual general meeting
This is to inform Longyuan Electric Power Group Co., Ltd. (the "company") that the annual general meeting of shareholders of the company (the "annual general meeting") will be held at 9:00 a.m. on Wednesday, June 22, 2002 at the meeting room on the third floor, building C, No. 6 Fuchengmen North Street, Xicheng District, Beijing, the people's Republic of China (the "China"), To consider and approve the following matters:
Ordinary resolution
1. To review and approve the annual report of the company for the year 2021
2. To review and approve the work report of the board of directors of the company in 2021
3. Review and approve the work report of the board of supervisors of the company in 2021
4. To review and approve the audited financial statements of the company for the year of 2021 and the final accounts report for the year of 2021
5. To review and approve the company's profit distribution plan for the year 2021
6. Review and approve the company's financial budget plan for 2002
7. To review and approve the remuneration plan of the directors and supervisors of the company in 2002
8. To consider and approve the renewal of the appointment of the Chinese auditor in 2002 and authorize the audit committee of the board of directors to determine his remuneration
9. To consider and approve the renewal of the appointment of the International Auditor in 2002 and authorize the audit committee of the board of directors to determine his remuneration
Special resolution
10. Review and approve the general authorization to apply for registration and issue debt financing instruments in China
"Motion:
A special resolution will be proposed at the annual general meeting to approve the company to issue one or more types of debt financing instruments in a one-time or phased manner. The specific plan is as follows: (1) under the condition of meeting the upper limit requirements of relevant laws and regulations on the issuance of debt financing instruments, the company will register and issue debt financing instruments in China in a one-time or phased manner, and the total new scale will not exceed RMB 50 billion (including RMB 50 billion), The types of debt financing instruments include but are not limited to corporate bonds, perpetual bonds, private placement perpetual bonds, corporate bonds, asset securitization products, real estate investment trusts (REITs, quasi REITs), project income bonds, consolidated funds Debt financing instruments including overseas bonds (US dollar bonds, Euro bonds, point heart bonds, China (Shanghai) pilot Free Trade Zone, overseas bonds and other overseas bonds);
(2) Under the condition of meeting the requirements of relevant laws and regulations on debt financing instruments, the company registers and issues debt financing instruments in the China interbank market dealers association in the form of one-time or installment, and the total new scale does not exceed RMB 100 billion (including RMB 100 billion), The types of debt financing instruments include but are not limited to ultra short-term financing bonds, short-term financing bonds, medium-term bills (including medium and long-term bills with rights), sustainable bills, directional debt financing instruments, asset-backed bills, project income bills, equity contribution bills, etc;
(3) Authorize the board of directors to decide and handle matters related to the issuance of the above debt financing instruments by the company, including but not limited to formulating and adjusting specific issuance plans, deciding to hire intermediaries, deciding on the contents of agreements and documents related to debt financing instruments, etc;
(4) The validity period of the above authorization is 12 months from the date of deliberation and approval of the annual general meeting of shareholders. If the board of directors has decided on the issuance of debt financing instruments at the expiration of the validity of this authorization, and has obtained the necessary authorization (if applicable) such as issuance approval, license, filing or registration from the regulatory authority, the company can still be in such approval, license Complete the issuance or partial issuance of relevant debt financing instruments within the validity period of filing or registration confirmation, and the board of directors will continue to deal with such issuance in accordance with this authorization document until the partial debt financing instruments are paid off;
(5) It is agreed that the board of directors shall authorize the general manager's office of the company to handle relevant matters within the scope of the above authorization.
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11. Review and approve the general authorization of applying for registration and issuing debt financing instruments outside China
"Motion:
A special resolution will be submitted at the annual general meeting to approve the company to issue bonds outside China. The issuer is the designated subsidiary company, and the issuing currency includes but is not limited to US dollars, euros and RMB. The company provides guarantee or maintenance commitment. The specific scheme is as follows: (1) under the condition of meeting the upper limit requirements of relevant laws and regulations on the issuance of debt financing instruments, the company issues bonds overseas in currencies including but not limited to US dollars, euros and RMB, with an amount not exceeding the equivalent of RMB 10 billion (including RMB 10 billion);
(2) Authorize the board of directors to decide and handle matters related to the issuance of the above debt financing instruments by the company, including but not limited to formulating and adjusting specific issuance plans, deciding to hire intermediaries, deciding on the contents of agreements and documents related to debt financing instruments, etc;
(3) The validity period of the above authorization is 12 months from the date of deliberation and approval by the annual general meeting of shareholders; (4) It is agreed that the board of directors shall authorize the general manager's office meeting of the company to handle relevant matters within the scope of the above authorization. "
12. To consider and approve the granting of general authorization to the board of directors to issue, allot and deal with new A shares and H shares not exceeding 20% of the total issued A-Shares and 20% of the total issued H shares of the company, and to authorize the board of directors to enter into or grant suggestions and agreements within the relevant period that may require the exercise of such powers after the expiration of the relevant period Share options and the right to exchange or convert shares, and authorize the board of directors to make such amendments to the articles of association as it deems appropriate to reflect the new share capital structure after the issuance or allotment of new shares under the authorization
"Motion:
(1) (a) without violating paragraph (c) and the relevant requirements of the Securities Listing Rules of the stock exchange of Hong Kong Limited, the articles of association and relevant laws and regulations of China, generally and unconditionally approve the board of directors to exercise the ownership of the company during the relevant period (as defined below) to distribute, distribute and Issue or deal with new A shares and H shares of the company, and also make or grant suggestions, agreements, share options and share exchange or conversion rights that may be necessary to exercise the above powers;
(b) The approval of paragraph (a) above shall authorize the board of directors to enter into or grant proposals, agreements, share options and share exchange or conversion rights that may exercise the above powers after the expiration of the relevant period (as defined below);
(c) The total number of A-Shares and H shares approved by the board of directors under paragraph (a) to be allotted, issued or disposed of, or conditionally or unconditionally agreed to be allotted, issued or disposed of (whether by share option or otherwise), Shall not exceed 20% of the total number of issued A-Shares and H shares of the Japanese company passed this resolution;
(d) The board of directors may exercise the above powers only in accordance with the company law of the people's Republic of China and the rules for the listing of securities on the stock exchange of Hong Kong Limited as amended from time to time, and with the necessary approval of the China Securities Regulatory Commission and / or other relevant Chinese government departments; and
(e) For the purposes of this resolution:
"Relevant period" means the period from the date of adoption of this resolution to the earliest of the following dates: (I) at the end of the next annual general meeting of the company;
(II) the expiration of the time limit for the company to hold the next annual general meeting as required by the articles of association or other relevant laws; or
(III) the date on which the authorization contained in this motion is revoked or amended by a special resolution of the shareholders of the company at a general meeting.
(2) Authorize the board of directors to make necessary amendments to the articles of association to reflect the new share capital structure of the company after authorizing the company to issue or allot shares in accordance with this resolution. "
