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China Power International Development Limited
(incorporated in Hong Kong with limited liability under the Companies Ordinance)
Procedures for Shareholders to Nominate a Person to Stand for Election as a Director              

Shareholders may nominate a person to stand for election as a Director of the Company at a general meeting of the Company (including annual general meeting) pursuant to the Articles of Association of the Company.

Article 79(2) of the Articles of Association of the Company provides that no person (other than a Director retiring in according with the Articles of Association of the Company) shall be appointed or re-appointed a Director at any general meeting unless:

(a) he is recommended by the Board; or
(b) not earlier than the day after the dispatch of the notice of the meeting and not later than seven days prior to the date fixed for the meeting there has been given to the secretary of the Company, by a member (other than the person to be proposed) entitled to vote at the meeting, notice of his intention to propose a resolution for the appointment or reappointment of that person and a notice executed by that person of his willingness to be appointed or re-appointed.

Accordingly, if a shareholder wishes to nominate a person to stand for election as a Director, the following documents must be validly served on the company secretary, namely:

 
(i) his notice of intention to propose a resolution at the annual general meeting; and
(ii) a notice executed by the nominated candidate of the candidate's willingness to be appointed together with (A) that candidate's information, as required to be disclosed under Rule 13.51(2) of the Listing Rules and such other information, as set out in the below heading "Required information of the candidate nominated by shareholders", and (B) the candidate's written consent to the publication of his personal data.

In order to ensure shareholders have sufficient time to receive and consider the information of the nominated candidate, if the notice is received less than 15 days prior to the general meeting, the Company will need to consider the adjournment of the general meeting in order to allow shareholders 14 days' notice of the proposal.

Required information of the candidate nominated by shareholders

In order to enable shareholders to make an informed decision on their election of directors, the above described noted of intention to propose a resolution by a shareholder should be accompanied by the following information of the nominated candidate:

(a) full name and age;
(b) positions held with the Company and/or other members of group of companies of the Company (if any);
(c) experience including (i) other directorships held in the past 3 years in public companies of which the securities are listed on any securities market in Hong Kong and overseas, and (ii) other major appointments and professional qualifications;
(d) current employment and such other information (which may include business experience and academic qualifications) of which shareholders should be aware of, pertaining to the ability and integrity of the candidate;
(e) length or proposed length of service with the Company;
(f) relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, or an appropriate negative statement;
(g) interests in shares within the meaning of Part XV of the Securities Future Ordinance, or an appropriate negative statement;
(h) a declaration made by the nominated candidate in respect of the information required to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules, or an appropriate negative statement to that effect where there is no information to be disclosed pursuant to any of such requirements nor there are any other matters relating to that nominated candidate's standing for election as a director that should be brought to shareholders' attention; and
(i) contact details.

updated 9th September, 2013

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