Securities code: 003816 securities abbreviation: Cgn Power Co.Ltd(003816) Announcement No.: 2022-006
Announcement on resolutions of the 13th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
1. Cgn Power Co.Ltd(003816) (hereinafter referred to as “the company”) the notice and materials of the 13th meeting of the third board of directors (hereinafter referred to as “the meeting”) have been sent in writing on December 31, 2021.
2. The meeting was held on January 17, 2022 in conference room 3408, South Building, CGN building, No. 2002, Shennan Avenue, Futian District, Shenzhen, Guangdong Province.
3. There were 10 directors who should attend the meeting and 10 directors who actually attended the meeting (of which director Yang Changli voted on the proposal through communication).
4. Elected by more than half of the directors, the meeting was presided over by Gao Ligang, the executive director of the company, and senior managers such as the supervisor of the board of supervisors, the president, vice president and the Secretary of the board of directors attended the meeting as nonvoting delegates. 5. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the Cgn Power Co.Ltd(003816) articles of association.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present at the meeting, the following resolutions were adopted at the meeting:
1. The proposal on approving Cgn Power Co.Ltd(003816) 2022 business plan was considered and adopted. The voting results: 10 in favor, 0 against and 0 abstention.
2. The proposal on reviewing Cgn Power Co.Ltd(003816) 2022 annual investment plan and capital expenditure budget was reviewed and approved
Voting results: 10 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on approving Cgn Power Co.Ltd(003816) 2022 comprehensive risk management report was considered and adopted
Voting results: 10 in favor, 0 against and 0 abstention.
4. The proposal on approving Cgn Power Co.Ltd(003816) 2022 internal audit plan was considered and adopted
Voting results: 10 in favor, 0 against and 0 abstention.
5. The proposal on approving Cgn Power Co.Ltd(003816) 2021 corporate governance report was considered and adopted
Voting results: 10 in favor, 0 against and 0 abstention.
6. The proposal on Approving the company’s subsidiaries to carry out foreign exchange derivatives transactions was deliberated and adopted
Voting results: 10 in favor, 0 against and 0 abstention.
In order to effectively manage the currency differences between revenue and expenditure and the risk of exchange rate fluctuations faced by foreign currency debts, the board of directors agreed that Guangdong nuclear power joint venture Co., Ltd. and Taishan nuclear power joint venture Co., Ltd. should carry out foreign exchange derivatives trading business for the purpose of hedging according to their respective capital management requirements and daily business needs, The cumulative amount is no more than 1.4 billion yuan and no more than 240 million euros respectively, and the term is valid within 12 months from the date of deliberation and approval by the board of directors. The details were posted on cninfo.com on January 17, 2022（ http://www.cn.info.com.cn. ）The announcement on foreign exchange derivatives trading by subsidiaries of the company (Announcement No. 2022-007) of securities times, Securities Daily, China Securities Journal and Shanghai Securities News and published on cninfo.com（ http://www.cn.info.com.cn. ）The feasibility analysis report on the foreign exchange derivatives transactions carried out by the subsidiary Guangdong nuclear power joint venture Co., Ltd. and the feasibility analysis report on the foreign exchange derivatives transactions carried out by the subsidiary Taishan nuclear power joint venture Co., Ltd.
All independent directors of the company expressed their independent opinions on this matter, which were published on cninfo.com on January 17, 2022（ http://www.cn.info.com.cn. ）。
3、 Documents for future reference
1. Resolutions of the 13th meeting of the third board of directors of the company;
2. Independent opinions of independent directors on foreign exchange derivatives transactions carried out by subsidiaries;
3. Feasibility analysis report on foreign exchange derivatives trading by its subsidiary Guangdong nuclear power joint venture Co., Ltd;
4. Feasibility analysis report on foreign exchange derivatives trading of its subsidiary Taishan nuclear power joint venture Co., Ltd.
Cgn Power Co.Ltd(003816) board of directors January 17, 2022
