Stock code: 600795 Stock abbreviation: GDPD No.: L. 2015-42
Bond code: 122151 Bond abbreviation: 12 GD 01
Bond code: 122152 Bond abbreviation: 12 GD 02
Bond code: 122166 Bond abbreviation: 12 GD 04
Bond code: 122324 Bond abbreviation: 14 GD 01
GD Power Development Co., Ltd.Announcement on Convening 20152ndExtraordinary Shareholders’ Meeting
The Board of Directors and all directors of the Board of our company hereby guarantee that all contents in the Announcement shall include no falsified description, misleading statement of major omission and shall assume the joint and several liabilities for the authenticity, accuracy and completeness of the contents.
Whereas, it is hereby notified that:
Hints about important contents:
Date to convene the meeting: August17, 2015
Network voting system adopted by the shareholders meeting: Shanghai Stock Exchangeshareholders’ meetingvoting system
I. Basic Information of Convening the Meeting
(I) Type and session of the Shareholders’ Meeting
20152ndExtraordinary Shareholders’ Meeting
(II) Convener: Board of Directors
(III) Voting method: the shareholders’ meeting combines on-site voting and online voting.
(IV) Date, time and place of on-site meeting
Time to convene the on-site meeting: 14:00, August17, 2015
Place to convene the on-site meeting: Conference Room of Building 19, Anyuan, Anhui Beili, Chaoyang District, Beijing.
(V) Network voting system, date of beginning and ending and time of voting
Network voting system: Shanghai Stock Exchangeshareholders’ meetingvoting system
Date of beginning and ending: from August17, 2015to August17, 2015
Time of voting through internet voting platform is 09:15-15:00 of the day that shareholders’ meeting is convened.
(VI) Voting procedure for securities margin trading, refinancing, agree-to-repurchase business account and SH Stock Connect investors
Voting of securities margin trading, refinancing, agree-to-repurchase business account and SH Stock Connect investors shall in accordance with the Shanghai Stock Exchange Voting Enforcement Regulation on Network Voting of Shareholder’s Meeting of Listed Company.
(VII) If involvespublicly collecting voting rights of shareholder
No
II. Matters to be Deliberated in the Shareholders’ Meeting
Proposals to be deliberated in the meeting and type of shareholders attending the voting
No. / Proposal / Type of shareholders attending the votingA share shareholders
Non-accumulative voting proposal
1 / Proposal on Adjusting Part of Daily Related Transaction / √
Accumulative voting proposal
2.00 / Proposal on Adjusting Part of Independent Directors of the Company / 3 Independent Directors shall be elected
2.01 / Elect Mr. Tian Yong to Be Independent Director of 7th Board of Directors / √
2.02 / Elect Mr. Gao Debu to Be Independent Director of 7th Board of Directors / √
2.03 / Elect Mr. Xiao Xiangning to Be Independent Director of 7th Board of Directors / √
- Disclosed time and media of each proposal
Please see specific contents of above proposals in materials of shareholders’ meeting separately published. Meeting materials of the shareholders meeting will be published on website of Shanghai Stock Exchange no later than August10, 2015 (Monday).
- Special resolution proposal: none
- Proposal counts voting of medium and small investors separately: 1, 2
- Proposalinvolves avoiding of affiliated shareholder: 1
Name of affiliated shareholder who shall avoid voting: China Guodian Corporation and its persons acting in concert
- Proposal involves voting of preferred shareholder: none
III. Notes on Voting during Shareholders’ Meeting
(I)Shareholders of the Company voting through Shanghai Stock Exchange shareholders’ meeting network voting system may login trading system voting platform (by trading terminal designated securities company) or internet voting system (website:vote.sseinfo.com). Investors login internet voting platform for the first time should complete shareholder identity authentication. Please see specific operations in explanation on internet voting platform website.
(II)As shareholders voting through Shanghai Stock Exchange shareholders’ meeting network voting system, if the shareholder has several shareholder accounts, it may vote through any of it. After voting, it will be deemed as all same kind of ordinary shares or preferred shares were voting for the same separately.
(III)It shall be deemed as invalid voting if shareholder voting for votes more than it has, or voting for more candidates than required in competitive election.
(IV)If repeat voting for the same voting right through on-site voting and internet voting platform or other method, the first voting result shall prevail.
(V)All proposals shall be submitted after voting by shareholders.
(VI)Directors, independent directors and supervisors shall be elected by accumulative voting, see details in appendix 2.
IV. Attendees
(I)All shareholders of the Company registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited (CSDC) as of market closing on equity right registration date and has the right to entrust agent to attend the meeting and voting in written form.The agent is not necessary to be a shareholder of the Company.
Type of Share / Stock Code / Stock Abbreviation / Equity right registration dateA Share / 600795 / GDPD / August10, 2015
(II) Directors, supervisors and senior executives of the Company.
(III) Lawyers recruited by the Company.
(IV) Other persons
V. Registration Method of On-site General Meeting of Shareholders
(I) Registration method
Registration before the meeting begins. The corporate shareholders shall hold copies of business license (affixed with seal), power of attorney of legal representative, account cards of shareholders and ID cards of attendees to handle the registration formalities; the natural person shareholders shall hold the ID cards and account cards of shareholders to handle the registration formalities; the entrusted agents shall hold the ID cards, power of attorney and account cards of shareholders of the Principal to handle the formalities and the agents can be other persons other than the Company’s shareholders. Shareholders in different places can handle registration via mail or fax (see appendix 1 for the format of power of attorney on attendance in the on-site meeting).
(II) Registration time
From 9:00 to 11:30 in the morning of August11, 2015 (Tuesday) and from 13:00 to 17:00 in the afternoon.If the registration is handled via fax or mail, the materials shall be delivered on or before August11, 2015.
(III) Registration place
No. 1501, Building 19A, Anyuan, Anhuibeili, Chaoyang District, Beijing
VI. Miscellaneous
(I) Meeting contact information
Add.: Building 19A, Anyuan, Anhuibeili, Chaoyang District, Beijing
GD Power Development Co., Ltd.
Contacts: Xu Weizhong, Feng Lu
Tel.: 010-58682100, 58685117
Fax: 010-64829902
P.C.: 100101
(II) Accommodation and travelling expenses of attendees of the meeting shall be paid at their own cost.
Board of Directors of GD Power Development Co., Ltd.
July31, 2015
Appendix 1:Power of Attorney
Appendix 2: Explanations onElecting Directors, Independent Directors and Supervisors by Accumulative Voting
Appendix 1:Power of Attorney
Power of Attorney
GD Power Development Co., Ltd.:
We hereby entrust Mr./Mrs. to attend the 20152ndExtraordinaryShareholders’ Meeting of GD Power Development Co., Ltd. held on August17, 2015 on behalf of me/the unit and exercise the voting right on the meeting resolutions.
Number of ordinary shares held by the consigner:
Number of preferred shares held by the consigner:
Shareholder account number of the consigner:
No. / Non-accumulative voting proposal / Affirmative vote / Negative vote / Abstention vote1 / Proposal on Adjusting Part of Daily Connected Transaction
No. / Accumulative voting proposal / Votes
2 / Proposal on Adjusting Part of Independent Directors of the Company / ------
2.01 / Elect Mr. Tian Yong to Be Independent Director of 7th Board of Directors / √
2.02 / Elect Mr. Gao Debu to Be Independent Director of 7th Board of Directors / √
2.03 / Elect Mr. Xiao Xiangning to Be Independent Director of 7th Board of Directors / √
Signature of the Consigner (signature or seal): / Signature of the Consignee:
ID No. of the Consigner: / ID No. of the Consignee:
Date of entrustment:
Note:
The consigner shall choose one from “affirmative”, “negative” or “abstention” and tick in the chart.If the shareholders fail to make any specific instructions on the voting of relevant resolution, the Consignee can take a vote on the above resolution according to its own will.
Appendix 2: Explanations on Electing Directors, Independent Directors and Supervisors by Accumulative Voting
1.Regard shareholders’meeting election of directors, election of independent directors and election of supervisors as proposal groups and number them respectively. Investors shall vote for candidate under each proposal group.
2. Shares held represent the votes. For each proposal group, shareholder has total votes equivalent to directors and supervisors shall be elected under the proposal group for each share held by it. For example, if a shareholder holds 100 shares of the listed company, there are 10 directors shall be elected during the shareholders’meeting and director candidates are 12, then to the proposal group of director election, the shareholder has 1000 votes.
3. Shareholder shall vote under voting limit of each proposal group. Shareholder may vote according to its will, can vote all votes to one candidate or vote for several candidates by any combination. After voting, votes shall be calculated separately for each proposal.
4. Example:
A listed company convenes shareholders’meeting to reelect board of directors and board of supervisors by accumulative voting. 5 directors, 2 independent directors and 3 supervisors shall be elected and there are 6, 3 and 3 candidates for them respectively. Matters need to be voted is as follows:
Accumulative voting proposal4.00 / Proposal on Directors Election / Votes
4.01 / i.e. Chen XX
4.02 / i.e. Zhao XX
4.03 / i.e. Jiang XX
… / …
4.06 / i.e. Song XX
5.00 / Proposal on Independent Directors Election / Votes
5.01 / i.e. Zhang XX
5.02 / i.e. Wang XX
5.03 / i.e. Yang XX
6.00 / Proposal on Supervisors Election / Votes
6.01 / i.e. Li XX
6.02 / i.e. Chen XX
6.03 / i.e. Huang XX
As one investor has 100 shares when closing on equity rights registration date, using accumulative voting, he/she has 500 votes voting right to proposal 4.0 “Proposal on Directors Election”, has 200 votes voting right to proposal 5.0 “Proposal on Independent Directors Election” and has 200 votes voting right to proposal 6.0 “Proposal on Supervisors Election”.
The investor can vote 500 votes to proposal 4.00 according to his/her own will. He/she can vote 500 votes to one candidate or vote for several candidates by any combination.
Example is as the following table:
No. / Proposal / VotesMethod 1 / Method 2 / Method 3 / Method …
4.00 / Proposal on Directors Election / - / - / - / -
4.01 / i.e. Chen XX / 500 / 100 / 100
4.02 / i.e. Zhao XX / 0 / 100 / 50
4.03 / i.e. Jiang XX / 0 / 100 / 200
... / … / … / … / …
4.06 / i.e. Song XX / 0 / 100 / 50
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