THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in Huadian Fuxin Energy Corporation Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). PROPOSED ELECTION OF DIRECTORS PROPOSED ELECTION OF SUPERVISOR PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF EGM A letter from the Board is set out on pages 3 to 14 of this circular. A notice convening the EGM to be held at 9:00 a.m. on 23 February 2017 at Conference Room, 5/F, Huabin International Hotel Beijing, No. 4 Xuanwumennei Street, Xicheng District, Beijing, the PRC is set out on pages 15 to 17 of this circular. If you intend to attend the EGM, please complete and return the appropriate reply slip in accordance with the instructions printed thereon as soon as possible and in any event by no later than 3 February Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the appropriate form of proxy in accordance with the instructions printed thereon. The form of proxy must be signed by you or your attorney duly authorized in writing or, in case of a legal person, must either be executed under its seal or under the hand of its director or other attorney duly authorized to sign the same. If the form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified. In the case of joint holders of Shares, only the holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the EGM, either in person or by proxy in respect of such Shares. For holders of H Shares (as defined in this circular), please return the proxy form together with any documents of authority to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible, and in any event not later than 24 hours before the time appointed for holding the EGM. For holders of Domestic Shares (as defined in this circular), please return the proxy form together with any documents of authority to the Board Office of the Company in the PRC at Room 919, Building B, Huadian Plaza, No. 2 Xuanwumennei Street, Xicheng District, Beijing, the PRC as soon as possible, and in any event not later than 24 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM, or any adjournment thereof should you so wish. 4 January 2017

2 CONTENTS DEFINITIONS... 1 LETTER FROM THE BOARD... 3 NOTICE OF EGM i

3 DEFINITIONS Unless the context otherwise requires, the following expressions shall have the following meanings in this circular: EGM the extraordinary general meeting of the Company to be convened on 23 February 2017; Articles of Association the articles of association of the Company, as amended from time to time; Board the board of directors of the Company; Company Huadian Fuxin Energy Corporation Limited ( ), a joint stock limited company incorporated in the PRC on 19 August 2011 and the H Shares of which are listed on the main board of the Stock Exchange; Director(s) the director(s) of the Company; Domestic Shares ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and fully paid up in RMB by PRC nationals and/or PRC incorporated entities; Group the Company and its subsidiaries; H Shares overseas-listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange; Hong Kong Hong Kong Special Administrative Region of the PRC; Hong Kong dollars Hong Kong dollars, the lawful currency of Hong Kong; Latest Practicable Date 28 December 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein; Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange; 1

4 DEFINITIONS PRC the People s Republic of China, which, for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; RMB RMB, the lawful currency of the PRC; SFO the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time; Shareholder(s) the shareholders of the Company; Shares H Shares and Domestic Shares; Stock Exchange The Stock Exchange of Hong Kong Limited; subsidiary(ies) has the meaning ascribed to it under the Listing Rules; Supervisor(s) the supervisor(s) of the Company; and % per cent. 2

5 Executive Directors: Mr. FANG Zheng (Chairman) Mr. SHU Fuping Mr. LI Lixin Non-executive Directors: Mr. YANG Qingting Mr. TAO Yunpeng Mr. ZONG Xiaolei Independent non-executive Directors: Mr. ZHOU Xiaoqian Mr. ZHANG Bai Mr. TAO Zhigang Registered Office: 25th Floor, Yifa Plaza No. 111 Wusi Road Gulou District Fuzhou Fujian Province PRC Principal Place of Business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street Causeway Bay Hong Kong 4 January 2017 To the Shareholders Dear Sir or Madam, PROPOSED ELECTION OF DIRECTORS PROPOSED ELECTION OF SUPERVISOR PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF EGM INTRODUCTION The purpose of this circular is to give you the notice of EGM and provide you with relevant information to enable you to make informed decision on whether to vote for or against the resolutions (among others) to be proposed at the meeting for the following issues, to be approved by way of ordinary and special resolutions: ORDINARY RESOLUTIONS (1) (a) To consider and approve the appointment of Mr. CHEN Haibin as the non-executive director; 3

6 (b) To consider and approve the appointment of Mr. LI Yinan as the non-executive director; (c) To consider and approve the appointment of Mr. WU Yiqiang as the independent non-executive director; (d) To consider and approve the appointment of Mr. GUO Xiaoping as the independent supervisor; (e) To consider and authorize the remuneration and assessment committee of the Board to determine, upon the proposed directors and supervisor being approved at the EGM, the remuneration of the proposed directors and supervisor according to the remuneration plan for Directors and Supervisors of the Company; and (f) To consider and authorize the chairman of the Board or any other executive Director to enter into a service contract with the proposed directors and supervisor and handle all other relevant matters on behalf of the Company upon the proposed directors and supervisor being approved at the EGM. SPECIAL RESOLUTION (2) To consider and approve the amendments to Articles of Association. PROPOSED ELECTION OF CHEN HAIBIN AS A DIRECTOR Reference is made to the announcement of the Company dated 16 December 2016 in relation to the proposed appointment of directors. Mr. CHEN Haibin ( Mr. CHEN ) has been nominated as the candidate for the position of non-executive director of the Second Session of the Board of the Company, and his appointment is subject to the approval by the shareholders at the EGM. His term of office will commence on the date when the approval of the shareholders at the EGM is obtained and will end on the expiration of the term of the current session of the Board of the Company. 4

7 The biographical details of Mr. CHEN are set out below: Mr. CHEN Haibin, born in March 1968, graduated from Southeast University with a bachelor degree in engineering majoring in thermal power of power plant and North China Electric Power University with a second degree majoring in business administration. He is also a senior engineer. Since November 2016, he has been serving as the head of the strategic planning department of China Huadian Corporation. He had served as deputy manager of Maintenance Company of Jiangsu Wangting Power Plant, the chief and deputy chief engineer of the equipment management department of Jiangsu Wangting Power Plant, deputy factory manager and factory manager of Wangting Power Plant of China Huadian Corporation, deputy general manager of Jiangsu Huadian Wangting Natural Gas-fired Power Company Limited, deputy general manager and general manager of Shanghai Huadian Wangting Power Generation Company Limited, general manager of Taicang Huadian Construction and Development Company Limited, deputy general manager and general manager of Shanghai Huadian Electric Power Development Company Limited, deputy director of the preparation department of Huadian Taicang Huangjing Power Generation Company Limited, deputy general manager and general manager of Jiangsu Branch of China Huadian Corporation, and executive director and general manager of Huadian Jiangsu Energy Company Limited. Save as disclosed above, Mr. CHEN has not held other directorships in any listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company, and Mr. CHEN does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company, and he is not interested in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Mr. CHEN will not receive any director s emolument from the Company. Mr. CHEN will enter into a service contract with the Company after his appointment becomes effective. Save as disclosed in this circular, there is no other information that needs to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to the aforesaid matters. PROPOSED ELECTION OF LI YINAN AS A DIRECTOR Reference is made to the announcement of the Company dated 16 December 2016 in relation to the proposed appointment of directors. Mr. LI Yinan ( Mr. LI ) has been nominated as the candidate for the position of non-executive director of the Second Session of the Board of the Company, and his appointment is subject to the approval by the shareholders at the EGM of the Company. His term of office will commence on the date when the approval of the shareholders at the EGM is obtained and will end on the expiration of the term of the current session of the Board of the Company. 5

8 The biographical details of Mr. LI are set out below: Mr. LI Yinan, born in March 1969, graduated from North China Electric Power University with a bachelor degree majoring in administrative engineering. He is also a professorate senior engineer. Since August 2016, he has been serving as chairman of China Power Engineering Consulting (Group) Investment Co., Ltd. He had served as director of specialty department, chief engineer and deputy general manager of the center for technological economy of North China Electric Power Design Institute Co., Ltd. of China Power Engineering Consulting Group, general manager of North China Power Engineering (Beijing) Co., Ltd., and deputy chief engineer and deputy general manager of North China Electric Power Design Institute Co., Ltd. of China Power Engineering Consulting Group. Save as disclosed above, Mr. LI has not held other directorships in any listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company, and Mr. LI does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company, and he is not interested in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Mr. LI will not receive any director s emolument from the Company. Mr. LI will enter into a service contract with the Company after his appointment becomes effective. Save as disclosed in this circular, there is no other information that needs to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to the aforesaid matters. PROPOSED ELECTION OF WU YIQIANG AS A DIRECTOR Reference is made to the announcement of the Company dated 16 December 2016 in relation to the proposed appointment of directors. Mr. WU Yiqiang ( Mr. WU ) has been nominated as the candidate for the position of independent non-executive director of the Second Session of the Board of the Company, and his appointment is subject to the approval by the shareholders at the EGM of the Company. His term of office will commence on the date when the approval of the shareholders at the EGM is obtained and will end on the expiration of the term of the current session of the Board of the Company. 6

9 The biographical details of Mr. WU are set out below: Mr. WU Yiqiang, born in October 1951, graduated from Jilin University and is a professorate senior engineer. Since October 2011, he has been a consultant of China Power Construction and Engineering Consulting Co., Ltd. He had served as deputy director of chief engineers office of Shanxi Investigation Academy, head of the management section of the exploration department and deputy director of the exploration department of Electric Power Planning & Engineering Institute under Ministry of Energy, assistant to the dean and director of business planning section of Electric Power Planning and Engineering Institute under Ministry of Power Industry, assistant to the general manager and head of business planning department, and deputy general manager of China Power Engineering and Construction Consulting Co., Ltd., assistant to the general manager and head of business planning department of China Power Engineering Consulting Corporation, Chairman of China Electric Power Planning & Engineering Association, vice chairman of China Engineering and Consulting Association, vice chairman of the engineering general contracting branch under China Engineering and Consulting Association, a standing member of Geotechnical Engineering Academic Committee under Architectural Society of China, deputy director of the second session of the Survey and Design Standardization Committee in the Electric Power Industry and deputy general manager of China Power Construction Engineering Consulting Co., Ltd. Save as disclosed above, Mr. WU has not held other directorships in any listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company, and Mr. WU does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company, and he is not interested in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Mr. WU will receive a proposed director s emolument of RMB100,000 annually with reference to the duties of independent non-executive directors of the Company. Save as disclosed in this circular, there is no other information that needs to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to the aforesaid matters. 7

10 PROPOSED ELECTION OF GUO XIAOPING AS A SUPERVISOR Reference is made to the announcement of the Company dated 16 December 2016 in relation to proposed appointment of supervisor. Mr. GUO Xiaoping ( Mr. GUO ) has been nominated as the candidate for the position of independent supervisor of the Second Session of the Supervisory Committee of the Company, and his appointment is subject to the approval by the shareholders at the EGM of the Company. His term of office will commence on the date when the approval at the EGM is obtained and will end on the expiration of the term of the current session of the Supervisory Committee of the Company. The biographical details of Mr. GUO are set out below: Mr. GUO Xiaoping, born in January 1956, graduated from Tianjin University of Finance and Economics with a bachelor degree in International Finance and Sun Yat-sen University with a master degree in Economic Law. Mr. Guo had served as vice director and director of the reserves division under State Administration of Foreign Exchange, general manager of China Investment Corporation (Singapore), vice director-general of Foreign Exchange Reserves Department and vice director-general of Management and Inspection Department under State Administration of Foreign Exchange and assistant to president, vice president, vice presidential director, senior counsellor of the president office and the chief representative of the Beijing Office of China Guangfa Bank. Save as disclosed above, Mr. GUO has not held other directorships in any listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company, and Mr. GUO does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company, and he is not interested in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Mr. GUO will receive a proposed supervisor s remuneration of RMB80,000 annually with reference to the duties of independent supervisors of the Company. Save as disclosed in this circular, there is no other information that needs to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to the aforesaid matters. 8

11 PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION In view of change in the Chinese company name of a domestic shareholder, and changes in the registration number and the registered address of the Company, amendments need to be made to certain relevant articles of the current Articles of Association of the Company. As such, the board of directors of the Company resolved to amend the Articles of Association of the Company. The proposed amendments are as follows: Article 2 Before the Amendment The Company is a joint stock limited company established in accordance with the Company Law, the Special Regulations and other relevant laws and regulations of the People s Republic of China (The PRC ). After the Amendment The Company is a joint stock limited company established in accordance with the Company Law, the Special Regulations and other relevant laws and regulations of the People s Republic of China (The PRC ). The Company was registered with and has obtained a business license from Administration for Industry and Commerce of Fujian Province on August 19, The Company s business license number is: The Company was registered with and has obtained a business license from Administration for Industry and Commerce of Fujian Province on August 19, The Company s unified social credit code is: E. The promoters of the Company are: China Huadian Corporation, China Power Engineering Consulting (Group) Investment Co., Ltd., Kunlun Trust Co., Ltd., Guizhou Wujiang Water And Electricity Development Co., Ltd., China Huadian Engineering Co., Ltd., Industrial Innovation Capital Management Co., Ltd. and Fujian Datong Venture Investment Limited. The promoters of the Company are: China Huadian Corporation, China Power Engineering Consulting (Group) Investment Co., Ltd., Kunlun Trust Co., Ltd., Guizhou Wujiang Water And Electricity Development Co., Ltd., China Huadian Engineering Co., Ltd., Industrial Innovation Capital Management Co., Ltd. ( ) and Fujian Datong Venture Investment Limited. 9

12 Article 4 Before the Amendment The registered address of the Company: 25/F, Mayfair Mansions, 111 Wusi Road, Fuzhou City, Fujian Province After the Amendment The registered address of the Company: 20/F, Qiantian Mansion, 231 Hudong Road, Gulou District, Fuzhou City, Fujian Province Postal code: Postal code: Telephone number: Telephone number: Article 12 Facsimile number: The business scope of the Company shall be limited to activities approved by the approving authorities of the Company and the industrial and commercial administrative authorities. Facsimile number: The business scope of the Company shall be limited to activities approved by the approving authorities of the Company and the industrial and commercial administrative authorities. The Company s scope of business includes: production and sale of electric power; building of electric power infrastructure; supervision and management of power facilities, consultation service for electric power technology and management; comprehensive application of electric power resources; and development of green and other high and new technologies; trading of coal, ore, steel, electronic equipment, metal, machinery and electronic products and building materials; conducting export and import business related to various commercial products and technology via self-operation or as an agent. The Company s scope of business includes: production and sale of electric power; building of electric power infrastructure; supervision and management of power facilities, purchase and sale of power, consultation service for electric power technology and management; comprehensive application of electric power resources; and development of green and other high and new technologies; trading of coal, ore, steel, electronic equipment, metal, machinery and electronic products and building materials; conducting export and import business related to various commercial products and technology via self-operation or as an agent. The Company may change its scope of business by law in accordance with the domestic and international market demand, its capability of development and the requirements of its business. The Company may change its scope of business by law in accordance with the domestic and international market demand, its capability of development and the requirements of its business. 10

13 Article 18 Before the Amendment As approved by the Company approving authority, the total number of ordinary shares issued by the Company to its promoters at the time of its establishment was 6,000,000,000 shares, including 5,148,005,950 shares subscribed and held by China Huadian Corporation, representing 85.80% of total ordinary shares of the Company in issue; 262,008,733 shares subscribed and held by China Power Engineering Consulting (Group) Investment Co., Ltd. representing 4.37% of total ordinary shares of the Company in issue; 209,606,987 shares subscribed and held by Kunlun Trust Co., Ltd., representing 3.49% of total ordinary shares of the Company in issue; 194,523,414 shares subscribed and held by Guizhou Wujiang Water and Electricity Development Co., Ltd., representing 3.24% of total ordinary shares of the Company in issue; 81,051,423 shares subscribed and held by China Huadian Engineering Co., Ltd., representing 1.35% of total ordinary shares of the Company in issue; 78,602,620 shares subscribed and held by Industrial Innovation Capital Management Co., Ltd., representing 1.31% of total ordinary shares of the Company in issue; and 26,200,873 shares subscribed and held by Fujian Datong Venture Investment Limited, representing 0.44% of total ordinary shares of the Company in issue. After the Amendment As approved by the Company approving authority, the total number of ordinary shares issued by the Company to its promoters at the time of its establishment was 6,000,000,000 shares, including 5,148,005,950 shares subscribed and held by China Huadian Corporation, representing 85.80% of total ordinary shares of the Company in issue; 262,008,733 shares subscribed and held by China Power Engineering Consulting (Group) Investment Co., Ltd. representing 4.37% of total ordinary shares of the Company in issue; 209,606,987 shares subscribed and held by Kunlun Trust Co., Ltd., representing 3.49% of total ordinary shares of the Company in issue; 194,523,414 shares subscribed and held by Guizhou Wujiang Water and Electricity Development Co., Ltd., representing 3.24% of total ordinary shares of the Company in issue; 81,051,423 shares subscribed and held by China Huadian Engineering Co., Ltd., representing 1.35% of total ordinary shares of the Company in issue; 78,602,620 shares subscribed and held by Industrial Innovation Capital Management Co., Ltd. ( ), representing 1.31% of total ordinary shares of the Company in issue; and 26,200,873 shares subscribed and held by Fujian Datong Venture Investment Limited, representing 0.44% of total ordinary shares of the Company in issue. 11

14 Article 19 Before the Amendment Subsequent to its establishment, the Company has issued 2,570,223,120 overseaslisted foreign shares upon approval by the securities regulatory authority under the State Council. After the Amendment Subsequent to its establishment, the Company has issued 2,570,223,120 overseaslisted foreign shares upon approval by the securities regulatory authority under the State Council. Upon completion of the issuance of the overseas-listed foreign shares as aforementioned, the shareholding structure of the Company shall be as follows: 5,008,785,336 shares held by China Huadian Corporation, representing 59.57% of total ordinary shares of the Company in issue; 254,923,074 shares held by China Power Engineering Consulting (Group) Investment Co., Ltd., representing 3.03% of total ordinary shares of the Company in issue; 203,938,459 shares held by Kunlun Trust Co., Ltd., representing 2.43% of total ordinary shares of the Company in issue; 189,262,801 shares held by Guizhou Wujiang Water and Electricity Development Co., Ltd., representing 2.25% of total ordinary shares of the Company in issue; 78,859,501 shares held by China Huadian Engineering Co., Ltd., representing 0.94% of total ordinary shares of the Company in issue; 76,476,922 shares held by Industrial Innovation Capital Management Co., Ltd., representing 0.91% of total ordinary shares of the Company in issue; 25,492,307 shares held by Fujian Datong Venture Investment Limited, representing 0.30% of total ordinary shares of the Company in issue; 2,570,223,120 shares held by holders of H shares, representing 30.57% of total ordinary shares of the Company in issue. Upon completion of the issuance of the overseas-listed foreign shares as aforementioned, the shareholding structure of the Company shall be as follows: 5,008,785,336 shares held by China Huadian Corporation, representing 59.57% of total ordinary shares of the Company in issue; 254,923,074 shares held by China Power Engineering Consulting (Group) Investment Co., Ltd., representing 3.03% of total ordinary shares of the Company in issue; 203,938,459 shares held by Kunlun Trust Co., Ltd., representing 2.43% of total ordinary shares of the Company in issue; 189,262,801 shares held by Guizhou Wujiang Water and Electricity Development Co., Ltd., representing 2.25% of total ordinary shares of the Company in issue; 78,859,501 shares held by China Huadian Engineering Co., Ltd., representing 0.94% of total ordinary shares of the Company in issue; 76,476,922 shares held by Industrial Innovation Capital Management Co., Ltd. ( ), representing 0.91% of total ordinary shares of the Company in issue; 25,492,307 shares held by Fujian Datong Venture Investment Limited, representing 0.30% of total ordinary shares of the Company in issue; 2,570,223,120 shares held by holders of H shares, representing 30.57% of total ordinary shares of the Company in issue. 12

15 For the changes in registered address of the Company, the Company will publish an announcement upon such changes become effective in accordance with applicable laws and regulations of the PRC. The proposed amendments will take effect upon approval by the shareholders at the EGM. EGM The Company will convene the EGM at 9:00 a.m. on 23 February 2017 at Conference Room, 5/F, Huabin International Hotel Beijing, No. 4 Xuanwumennei Street, Xicheng District, Beijing, the PRC. Notice of EGM is set out on pages 15 to 17 of this circular. A reply slip and a proxy form to be used at the EGM are also enclosed herein and published on the website of the Stock Exchange ( Shareholders who intend to appoint a proxy to attend the EGM shall complete, sign and return the appropriate proxy form in accordance with the instructions printed thereon. To be valid, for holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM in order for such documents to be valid. For holders of Domestic Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Board office of the Company in the PRC at Room 919, Building B, Huadian Plaza, No. 2 Xuanwumennei Road, Xicheng District, Beijing, PRC, not less than 24 hours before the time for holding the EGM in order for such documents to be valid. Holders of H Shares and Domestic Shares, who intend to attend the EGM must complete the reply slip and return it to the Board office of the Company not later than twenty days before the date of the EGM, i.e. no later than 3 February

16 VOTING BY POLL AT EGM Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the EGM will therefore demand a poll for every resolution put to the vote of the EGM pursuant to article 80 of the Articles of Association. Pursuant to the Articles of Association, for the purpose of holding the EGM, the register of members of the Company will be closed from 24 January 2017 to 23 February 2017 (both days inclusive), during which period no transfer of shares will be registered. In order to attend the EGM, holders of H Shares shall lodge all transfer documents together with the relevant shares certificates to Computershare Hong Kong Investor Services Limited, the Company s H Share registrar, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 23 January RECOMMENDATIONS The Board considers that each of the above resolutions is fair and reasonable and in the interests of the Company and the Shareholders as a whole, and accordingly, recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the EGM. Yours faithfully, By order of the Board Huadian Fuxin Energy Corporation Limited Fang Zheng Chairman of the Board 14

17 NOTICE OF EGM NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the EGM ) of Huadian Fuxin Energy Corporation Limited (the Company ) will be held at 9:00 a.m. on 23 February 2017 at Conference Room, 5/F, Huabin International Hotel Beijing, No. 4 Xuanwumennei Street, Xicheng District, Beijing, the People s Republic of China (the PRC ), for the purpose of considering, and if thought fit, passing the following resolutions: ORDINARY RESOLUTIONS (1) (a) To consider and approve the appointment of Mr. CHEN Haibin as the non-executive director; (b) To consider and approve the appointment of Mr. LI Yinan as the non-executive director; (c) To consider and approve the appointment of Mr. WU Yiqiang as the independent non-executive director; (d) To consider and approve the appointment of Mr. GUO Xiaoping as the independent supervisor; (e) To consider and authorize the remuneration and assessment committee of the Board to determine, upon the proposed directors and supervisor being approved at the EGM, the remuneration of the proposed directors and supervisor according to the remuneration plan for Directors and Supervisors of the Company; and (f) To consider and authorize the chairman of the Board or any other executive Director to enter into a service contract with the proposed directors and supervisor and handle all other relevant matters on behalf of the Company upon the proposed directors and supervisor being approved at the EGM. SPECIAL RESOLUTION (2) To consider and approve the amendments to Articles of Association. Beijing, the PRC, 4 January

18 NOTICE OF EGM As at the date of this notice, the executive Directors are Mr. FANG Zheng, Mr. SHU Fuping and Mr. LI Lixin; the non-executive Directors are Mr. YANG Qingting, Mr. TAO Yunpeng and Mr. ZONG Xiaolei; and the independent non-executive Directors are Mr. ZHOU Xiaoqian, Mr. ZHANG Bai and Mr. TAO Zhigang. Notes: 1. The register of members of the Company (the Register of Members ) will be closed from 24 January 2017 to 23 February 2017 (both days inclusive), during which period no transfer of Shares of the Company can be registered. In order to be qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong (for holders of H Shares) or the Board Office of the Company in the PRC (for holders of Domestic Shares), no later than 4:30 p.m. on 23 January Shareholders of the Company (the Shareholders ) who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalves. A proxy need not be a Shareholder. 3. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorized in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorized to sign the same. 4. In order to be valid, the proxy form must be deposited, for the holders of H Shares, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, or for the holders of Domestic Shares, to the Board Office of the Company in the PRC not less than 24 hours before the time for holding the EGM. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should you so wish. 5. Shareholders shall produce their identity documents and supporting documents in respect of Shares held when attending the EGM. If corporate Shareholders appoints authorized representative to attend the EGM, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the EGM. 6. Shareholders who intend to attend the EGM should complete the reply slip and return it to the Board Office of the Company in the PRC by hand, by post or by fax on or before 3 February The EGM is expected to take for less than half a day. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses. 8. Contact details of the Board Office of the Company in the PRC are as follows: Address: Room 919, Building B, Huadian Plaza, No. 2 Xuanwumennei Street, Xicheng District, Beijing, the PRC Telephone No.: (86) Fax No.: (86) Unless otherwise defined herein, the capitalized terms used shall havethe same meanings as defined in the Company s circular dated 4 January