CHINA YANGTZE POWER CO., LTD. Notice of the 2020 Annual General
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CHINA YANGTZE POWER CO., LTD. Notice of the 2020 Annual General Meeting NOTICE IS HEREBY GIVEN that the 2020 Annual General Meeting of China Yangtze Power Co., Ltd. will be held at Room 2207, Building B of Focus Place, No. 19, Financial Street, Xicheng District, Beijing, the PRC, on Wednesday, 26 May 2021 at 9:30 a.m., for the purpose of considering, and if thought fit, passing the following resolution. Ordinary Resolutions 1. To consider and approve the 2020 Report of the Board of Directors 2. To consider and approve the 2020 Report of the Board of Supervisors 3. To consider and approve the Report on Final Accounts of the Company for 2020 4. To consider and approve the Profit Distribution Plan of the Company for 2020 5. To consider and approve the Proposal on Appointing Auditor for Financial Reports for 2021 6. To consider and approve the Proposal on Appointing Auditor for Internal Control for 2021 7. To consider and approve the Proposal on Short-term Fixed-income Investments for 2021 8. To consider and approve the Proposal on Signing the “Financial Service Framework Agreement” with Three Gorges Finance (Hong Kong) Co., Ltd. 9. To consider and approve the Proposal for the election of Mr. WANG Shiping and Mr. SU Jinsong as Directors of the 5th Board of the Company. Special Resolution 10. To consider and approve the Proposal on the Change in Registered Capital of the Company and Amendment to the Articles of Association of the Company upon Listing on the London Stock Exchange. The Board of Directors of China Yangtze Power Co., Ltd. April 30, 2021 ORDINARY RESOLUTIONS 1. Resolution 1 - 2020 Report of the Board of Directors To all shareholders and shareholders’ proxies, In 2020, facing the sudden break of COVID-19, violent fluctuation of the domestic and foreign capital market, the significant flood rare in a hundred years in the Yangtze River area and other relevant adverse situations, the Board of Directors made centralized planning and arrangements, proactively and effectively performed its duties, duly implemented the various resolutions reached at the shareholders’ meetings, duly and diligently carried out the various tasks of the Board of Directors, promoted the continuous improvement of the level of corporate governance and the healthy and steady development of various business and well exerted its key role in governance. The operation management united as one to forge ahead and proactively handled challenges from crisis, and several records were made in electricity production, the market value of the Company reached a historical high again and the Company successfully issued the “Shanghai-London Stock Connect” global depository receipt (GDR) and listed itself at the London Stock Exchange, fully completed the various tasks determined at the beginning of the year and successfully completed the “13th Five-Year Plan” under the material supports given by the shareholders and all the employees’ joint efforts. In the past five years, the Company sticked to the development strategy, tightly adhered to the “one main line” (becoming a world leader in the hydropower industry), worked in depth in the “two markets” (electricity market and capital market), unswervingly promoted the “three strategies” (strategy of hydropower operation brand, internationalization strategy and strategy of industry chain expansion), caused all the staff and employees to work together with one heart to fight hard and overcome difficulties and achieved steady growth in size and profits. By the end of 2020, the four key indicators of the Company, i.e., installed capacity, electricity output, operating revenue and total profits, doubled the figures achieved at the end of the “12th Five-Year Plan”, successfully achieving the development target of the “13th Five-Year Plan” and further strengthening the position of the Company as the largest hydropower listed company in the world. I. Operation results during the reporting period In 2020, the four cascade power stations of the Company in the trunk stream of the Yangtze River, Three Gorges, Gezhouba Dam, Xiluodu and Xiangjiaba Dam power stations, realized the annual accumulated electricity output of 226.930 billion kWh, making a historical high, among which the annual electricity output of Three Gorges power station was 111.802 billion kWh, setting a new world record compared with the annual electricity output of a single power station created by Itaipu Hydropower Station in 2016; and the annual electricity output of Xiluodu power station was 63.413 billion kWh, creating a new historical high. In 2020, the Company realized total revenue of RMB61.743 billion, representing 106.84% of the annual budget; total profit of RMB32.456 billion, representing 120.13% of the annual budget; and net profit of RMB26.506 billion, representing 120.16% of the annual budget. The Company fully exceeded the operating targets set by the Board of Directors. As at the end of 2020, the Company had a controllable installed capacity of 45,595,000 kW and an attributable installed capacity of 11,880,000 kW. The Company had total assets of RMB330.827 billion, total liabilities of RMB152.505 billion, total shareholders' equity of RMB178.322 billion and a liability to assets ratio of 46.10%. II. Main tasks during the reporting period (I) Legally and duly performing duties and leading high-quality development of the Company In 2020, the Board of Directors duly performed its duties in accordance with such laws and regulations as the Company Law and the Securities Law and the Articles of Association for the purpose of regulating legal person governance, and all the directors duly, carefully ad diligently performed their duties, implemented the decision-making procedure in accordance with laws and regulations and effectively prevent decision- making-related risks. During the reporting period, the Board of Directors held 8 meetings, considered and passed 56 proposals and timely made decisions on such material matters of the Company as annual operation plan, periodic reports, financial final accounts and budget, profit distribution, appointment of senior officers, issuing the “Shanghai-London Stock Connect” global depository receipt (GDR), listing at the London Stock Exchange and tenure system and contractual management for senior officers. The dedicated committees of the Board of Directors duly played their roles as experts, held 9 meetings and reviewed or considered 42 proposals. During the performance of their duties, the Strategy and Environment Committee of the Board of Directors conducted in-depth study on such matters of the Company as the “14th Five-Year” development plan and the GDR issuance plan and gave opinions and suggestions on the scientific decision-making procedure of the Board of Directors; the Audit Committee of the Board of Directors fully brought its function of examination and supervision into play, closely communicated with internal and external audit institutions of the Company, gave guiding opinions on the financial reports, internal control and audit and other relevant work of the Company and continuously paid attention to the fairness of connected transactions and pricing to duly protect the rights and interests of the Company and its medium and minority shareholders; and the Remuneration and Appraisal Committee of the Board of Directors examined the performance appraisal system and remuneration plan regarding the senior officers with a view to ensuring the valid incentive and supervision of the Board of Directors on the operation management. (II) Strengthening investigation and research and guaranteeing scientific and highly- efficient decision-making procedure In 2020, the Board of Directors paid close attention to the various operation and management tasks of the Company, timely got knowledge of the production and operation information of the Company and carefully listened to the dedicated reports of the operation management of the Company on such matters as key tasks in the year and capital operation, market value management and cascade allocation. For the purpose of adequately knowing the operation of the subsidiaries of the Company and the important enterprises participated in by the Company and improving the scientific level of decisions, some directors went to Central China, Southwest China, Eastern China, Southern China and other relevant regions to investigate and study such enterprises as Three Gorges Electric Energy Co., Ltd., China Three Gorges Power Operation Int’l Co., Limited, Chuanyun, Three Gorges Escalator, Chengdu Control Center, Yunnan Jinsha River Hydropower Co., Ltd., SDIC Yalong River, Guangzhou Development and Hubei Energy to know the details of such matters of the relevant enterprises as corporate governance, production and operation and scientific and technical innovation, and provided suggestions on the business development and expansion of the Company. (III) Promoting legal system construction and improving capability of managing enterprises in accordance with laws In 2020, the Board of Directors listed the compliant operation and management in accordance with laws into the key tasks of supervision, emphasized the key role of governance by laws in such reform tasks as improving modern enterprise system, developing mixed economic ownership and preventing loss of state-owned assets, required to incorporate governance by laws into various steps of operation, business, management level and positions, did the best to cause governance by law to cover the whole procedure in accordance with the relevant