Corporate Strategy — Vision and Mission

The Company’s vision is to be the world’s leading green and low carbon energy provider by 2035. Our mission and purpose is “Lower Carbon Empower Better Life” and in order to achieve our mission, the Board formulated the strategic plans and goals for the Company’s future development aptly dubbed “CP Vision 2035” (中國電力願景2035).

In accordance with CP Vision 2035, the Company will stay committed to green, innovative and high-quality development with a focus on promoting sustainable and rapid development of clean and low-carbon energy such as photovoltaic power, wind power, hydropower, geothermal energy, biomass energy, etc. Proactive efforts have been made to nurture emerging industries of green energy, including energy storage, green power transportation and integrated intelligent energy, as well as to increase the proportion of clean energy installed capacity at a faster pace. We forge ahead with the “dual-wheel drive” transformation of “clean and low-carbon energy” and “emerging industries of green energy”, thereby developing a new ecology of energy and serving the transition of the economy and the society towards a green and low-carbon world in full swing.

By the end of year 2025, the Group had realized the transformation from a traditional power generation enterprise into a green and low-carbon energy supplier, with clean energy installed capacity accounting for over 80% of its total installed capacity. While continuously promoting large-scale development of clean energy sources such as wind and photovoltaic power, the Group has actively expanded into emerging businesses including novel energy storage and green transportation, as well as advancing power-related technological innovations. The innovation achievements have obtained numerous patents and awards in the PRC, further enhancing the Group’s overall development momentum.

With the commencement of the National 15th Five-Year Plan, energy security and green transformation will be promoted consistently in tandem. The proportion of new energy supply will further increase, alongside the orderly replacement of fossil fuels. In the course of accelerating the construction of a new power system, high-efficiency ultra-clean coal-fired power, as a supporting and regulating power source, will play a crucial strategic role in safeguarding energy security and maintaining stability of the power system.

China Power will integrate into the overall national energy development strategy, seize the opportunities arising from the construction of a new power system, continuously optimize its power generation mix, promote technological innovation and industrial synergy, thereby advancing comprehensively towards a new stage of high-quality development.

Corporate Culture and Values

At China Power, we pursue the core sustainable development philosophy of “Green-empowerment, Intelligent Innovation, Mutual Achievement”. Based on the foundation of this philosophy, we advocate a corporate culture of innovation, dedication, integrity, caring, harmony and value creation. We operate our business lawfully, ethically and responsibly while actively undertake social responsibilities, and promote coordinated and sustainable development of the economy, society and environment.

We adopt a top-down approach with the Board setting the tone and infuse the ideology throughout the organization, with management at various levels responsible for communicating the Board’s vision to employees at all levels, and ensure that the Board’s vision is reflected in the Company’s business strategies, business models and operating practices, as well as the approach to risks.

The Board holds Directors and management accountable for implementing the Company’s culture and values while employees at all levels are held accountable for their actions which conflict with the Company’s culture and values.

Driven by our culture and values, we uphold robust corporate governance as vital for achieving sustainable performance. Our clear governance framework enables the Group to enhance operational efficiency and supports our objective of maximizing returns for our shareholders. These frameworks include the Corporate Governance Framework and the Risk Management Governance Framework.

Corporate Governance Framework

Our Group effectively manages its business operations and affairs through a well-defined chain of delegated authority, supported by established limits and effective internal controls within our corporate governance framework. Below is an outline of our corporate governance framework:

We consistently review our framework in light of legal and regulatory developments, market best practices, and the Company’s needs. This ensures it aligns with our four core corporate governance principles: (1) Stewardship, (2) Effectiveness, (3) Accountability, and (4) Engagement.

CORPORATE GOVERNANCE PRACTICES

Our corporate governance framework is built upon a set of policies, procedures and practices that incorporate our corporate culture and values into our operations. This ensures the Company is managed effectively, with robust oversight and internal controls in place. The Board and relevant Board Committees conduct regular reviews of these policies, procedures, and practices, updating them as required to comply with legal and regulatory standards and to align with the best practices.

Throughout the year ended 31 December 2025, save for the following deviations from the Corporate Governance Code (the “CG Code”), the Company has complied with all the applicable provisions of the CG Code as set out in Appendix C1 to the Listing Rules.

CG Code C.1.5 stipulates that independent non-executive Directors and other non-executive Directors should attend general meetings to gain and develop a balanced understanding of the views of shareholders. Mr. HU Jiandong, a non-executive Director, was unable to attend the Company’s annual general meeting (the “AGM”) and the general meeting for approval of the renewal of the New Financial Services Framework Agreement held on 5 June 2025 due to other business commitments. Mr. CHEN Pengjun, a non-executive Director, was absent from the general meeting for approval of the Proposed Asset Restructuring on 24 June 2025 for the same reason. The Company had circulated minutes of the above shareholders’ meetings held on 5 June 2025 and 24 June 2025 to the Board for ensuring all board members good understanding of shareholders’ views expressed in the meetings.

CG Code F.1.3 stipulates that the chairman of the Board should attend the AGM and invite the lead independent non-executive Director (if any) and the chairmen of the audit, remuneration, nomination, and any other committees (as appropriate) to attend. In the absence of the chairmen of such committees, another member of the committee or their duly appointed delegate should be available to answer questions at the AGM. Mr. HE Xi, the then chairman of the Board, was unable to attend the AGM due to pre-arranged business commitments. Mr. GAO Ping, the former executive Director and President of the Company, took the chair of the AGM on behalf of Mr. HE pursuant to Article 57 of the Company’s articles of association to answer questions. The presence of all independent non-executive Directors, including the chairman of the Audit Committee (the “AC”) and the chairman of the Remuneration and Nomination Committee (the “RNC”), ensured that questions from shareholders, including independent shareholders, were effectively addressed at the AGM.

According to the Consultation Conclusion of the Review of the CG Code and Related Listing Rules issued in December 2024, the revised CG Code and related Listing Rules took effect on 1 July 2025 (with transitional arrangements for the maximum cap on overboarding directors and tenure of independent non-executive directors). The key areas of compliance with the revised CG Code and related Listing Rules of this corporate governance report are as follows:

1. STEWARDSHIP

Roles and Responsibilities of the Board

The Board is the highest decision-making and managing body of the Company. Having regard to the best interests of the Company and its shareholders, the Board provides leadership and guidance to the Group’s activities. The Board, led by the Chairman, is responsible for, among other things:

• promoting the Group’s long-term sustainable development and success, thus delivering value to shareholders; fostering the desired corporate culture and values;

• establishing and approving strategies and objectives of the Group and ensuring that they align with the Company’s culture and values;

• approving and monitoring business plans for achieving the Group’s objectives;

• approving major investments, mergers and acquisitions, and other material transactions;

• overseeing the Group’s risk management governance framework and internal control systems;

• overseeing the Group’s corporate governance arrangements;

• overseeing the Group’s ESG strategies and development;

• supervising and administrating the operation and financial position of the Group;

• approving result announcements, periodic reports and other disclosures as required in accordance with applicable laws and regulations and the Listing Rules;

• approving appointment of Directors and senior management personnel; and

• promoting engagement with shareholders of the Company and other stakeholders.

Directly under the Board, there are designated Board Committees that are specifically formed to assist the Board in carrying out different functions. For information on the delegation of duties between the Board and the Board Committees, please refer to the “Accountability” section of this corporate governance report.

Board Composition

As at the date of this annual report, the Board comprises a total of nine Directors, as follows:

During the year and up to the date of this report, the Company welcomed two new experienced Directors, Mr. GUI Xude and Mr. ZHAO Yonggang, to the Board. Several appointments were also made to strengthen the structure of the Board Committees: Ms. HUANG Qinghua was appointed to the RNC, Mr. HU Jiandong joined the Strategic and Sustainable Development Committee, and Mr. CHEN Pengjun became a member of the Risk Management Committee. For more information about the changes in the composition of the Board and the Board Committees, please refer to the section titled “Directors’ Report” in this annual report.

The current Board composition reflects a diverse mix of experience, gender, capabilities, skills and expertise in different fields that are suitable for and relevant to the Company’s businesses.

Profiles, roles and functions of the Directors are set out in the section headed “Directors and Senior Management Profiles” in this annual report, and the latest list of Directors and their respective role and functions are also published on the websites of the Company and the Hong Kong Stock Exchange.

Information regarding the Board’s skills and expertise can be found in the “Board Skills Matrix” section presented below.

Board Independence

Pursuant to Rules 3.10 and 3.10A of the Listing Rules, the board of directors of a listed issuer is required to have a minimum of three independent non-executive directors, and of which the independent non-executive directors must account for at least one-third of the total number of the board members. In compliance with the relevant requirements, the Board currently has seven non-executive Directors (including three independent non-executive Directors) with the number of independent non-executive Directors accounting for one-third of our Board members. They are assisting the Board to make more effective independent judgments, to make decisions in an objective and professional manner, and to assist the management in formulating the Company’s development strategies. Additionally, they ensure that the preparation of financial and other mandatory reports by the Board are compiled strictly in accordance with relevant regulations and standards in order to protect the interests of the shareholders and the Company as a whole.

Independence Weighting of the Board and the Board Committees

The AC is composed entirely of independent non-executive Directors, while the RNC is made up of a majority of independent non-executive Directors, and both committees are chaired by an independent non-executive Director.

Both the RMC and the SSDC do not have a majority of independent non-executive Directors, their compositions have been carefully considered to ensure that the committees are equipped with the necessary expertise and experience.

The intentionally balanced composition of the RMC leverages the operational insights provided by both executive Directors and non-executive Directors. Their experience in the power industry is crucial for effective risk identification, assessment and mitigation strategies. This collaborative approach enables the RMC to manage potential risks effectively while ensuring robust governance and accountability.

The SSDC comprises two independent non-executive Directors, two non-executive Directors, and two executive Directors. The executive Directors and non-executive Directors contribute valuable experience related to the Company’s strategic initiatives and sustainability practices, which are essential for informed decision-making in this area. Their direct involvement enables the committee to effectively identify practical challenges and opportunities that align with the Company’s strategic goals.

Independent non-executive Directors are entitled to directors’ fees reflecting their membership of the relevant Board Committees and additional fees for attendance of meetings. None of these Directors receives remuneration based on performance of the Group, and none of them are entitled to any incentive scheme of the Group.

The Company has confirmed with each of the independent non-executive Directors if there is any subsequent change of circumstances which may affect their independence as regards to each of the factors referred to under Rule 3.13 of the Listing Rules during the year. Each of the independent non-executive Directors has provided written confirmation to the Company confirming that there has been no matter needs to be brought to the attention of the Company and the Hong Kong Stock Exchange which may affect their independence. None of the independent non-executive Director concurrently holds more than six directorships in other listed public companies pursuant to the Rule 3.12A of the Listing Rules.

Having regard to the confirmation as well as the actual contribution that each of the independent non-executive Directors has made, the Board concluded that each of the independent non-executive Directors to be independent.

The Company has a vigorous nomination policy for selection, appointment and re-election procedures and process for Directors. There is no relationship (including financial, business, family or other material/relevant relationship) between the board members, or between the Chairman of the Board and the President (chief executive) of the Company.

The Board has put in place a mechanism for Directors to seek additional independent professional advice in discharge of their duties to ensure that independent views and inputs are available to the Board.

Board Diversity

The Company acknowledges that diversity of background, experience, skills, gender, age and length of service on the Board are all important factors that drives the Board’s stewardship, which is positively associated with the financial performance of the Company, more effective decision making and better risk management.

The Board adopted a Board Diversity Policy in August 2013 and reviewed the implementation and effectiveness of the policy annually.

The Board Diversity Policy of the Company is summarized as follows:

• for identifying suitably qualified candidates to become Board members, it should be based on a number of diverse aspects, including Board members with different background, skills, regional and industry experience, gender and other qualities, that are in balanced and complementary with each other, creating synergy, and enabling the Board to function effectively as a whole.

• when reviewing and assessing the composition of the Board, it should be based on the Company’s own business position and management needs from time to time, considering a number of factors, including but not limited to, the above-mentioned background, skills, regional and industry experience, and other factors in order to achieve a reasonable structure that allows the Board to function efficiently.

The Board Diversity Policy is reviewed periodically to ensure it remains in-line with the Company’s culture and values.

In assessing the new appointments of Mr. GUI Xude as an executive Director and the Chairman of the Board, and Mr. ZHAO Yonggang as an executive Director and the President of the Company, the RNC and the Board during the year, following the Nomination Policy, took into account several factors, including diversity as outlined in the Board Diversity Policy, as well as relevant expertise and experience. Their extensive backgrounds in the power industry and senior management experience led the RNC and the Board to conclude that Mr. GUI Xude and Mr. ZHAO Yonggang would significantly benefit the Board and the Company as a whole. They bring a rich array of experience and deep insights with respect to the evolving Chinese power market, which will facilitate implementation of the Group’s strategy and contribute to the Company’s long-term development and growth.

The Board is satisfied that all present Directors are well experienced and having progressive thinking in leading the Group.

The diversity mix of the Board is summarized in the following chart:

As to gender diversity of the Board, the RNC has adopted measures to ensure the Board maintains an appropriate mix of gender diversity. The initial target of appointing at least one female director was achieved in 2023. It is the intention of the Board to maintain not less than one female director on the Board and has already incorporated gender diversity measures to the Company’s director succession plan. The Company will actively expand and build a larger pool of female candidates in order to gradually improve the level of gender diversity on the Board in the coming decade.

Appointment and Rotation of Directors

In accordance with the Company’s articles of association, one-third of the Directors (including non-executive Directors with fixed term of three years) shall retire from office by rotation and be re-elected by shareholders at the annual general meetings. In addition, any new appointment to the Board is subject to re-appointment by shareholders at the upcoming general meeting. Every Director (including non-executive Directors), whether or not appointed for a specific term, should be subject to retirement by rotation at least once every three years.

According to the revised CG Code and related Listing Rules, the majority of independent non-executive directors on an issuer’s board must be of tenure for less than nine years by the first AGM held on or after 1 July 2028. Moreover, an issuer must not include any independent non-executive directors who have served for nine years or more on their board by the first AGM held on or after 1 July 2031. The Company will ensure compliance of the relevant requirements in due course.

During the transitional period leading up to the first AGM held on or after 1 July 2031, any independent non-executive Director who has served for more than nine years will require a separate resolution for further appointment, which must be approved by shareholders. The documents attached to shareholders accompanying that resolution should include the process used for identifying the individual and why the Board believes the individual should be elected and the reasons why it considers the individual to be independent.

In addition, pursuant to the revised CG Code and related Listing Rules, no independent non-executive Director should hold more than six directorships in listed public companies by the first AGM held on or after 1 July 2028. As of the date of this report, none of the independent non-executive Directors concurrently held more than six directorships of listed public companies.

Directors Induction

Every newly appointed Directors will receive a comprehensive, formal and tailored induction on the first occasion of his/her appointment, so as to ensure that he/she has a proper understanding of the operations and business of the Company, and he/she is fully aware of his/her responsibilities under the Hong Kong Companies Ordinance and Common Law, the Listing Rules, the applicable rules and other regulatory requirements, and especially the governance policies of the Company.

All Directors are required to disclose to the Company their offices held in public companies or organizations and other significant commitments. Every Director should ensure that he/she can give sufficient time and attention to the Company’s affairs, and make contributions to the Company that commensurate with their role and responsibilities.

All Directors have been given the Guidelines on Directors’ Duties and Working Guidelines for the Board of the Company and various guides for directors published by the Hong Kong Stock Exchange and Securities and Futures Commission. The Company Secretary continuously updates and keeps the Directors apprised on the latest laws, rules and regulations regarding their duties and responsibilities.

Board Skills Matrix

To ensure the Board continues to possess necessary and relevant skills to effectively discharge its duties and responsibilities in attaining its strategic objectives and achieving sustainable and balanced development for the Group, an analysis of the skillset mix of the Board is considered and reviewed by the RNC on an annual basis.

The table below sets out the diverse mix of skills and expertise of the Board that are most relevant to Company’s strategy, governance and business needs.

Note: “Strong” for all the executive and non-executive Directors, while “Sufficient” for all the independent non-executive Directors.

Overall, the Board demonstrates strong capabilities in strategic planning, governance, and risk management. However, there are some areas where further industry-specific experience could be beneficial, particularly as China undergoes rapid market reforms in the renewable energy industry. To effectively navigate this evolving landscape, it is essential for Directors to acquire the necessary industry knowledge regarding development trends, risks, and opportunities.

To address these areas, the Company plans to implement targeted training programs focused on the power industry, covering key topics such as market reforms and emerging trends. Regular updates from management on industry developments and competitive dynamics are provided to help keeping the Board informed and engaged. Additionally, the Company encourages Board members to attend industry conferences and networking events to gain valuable insights from peers and industry leaders.

By implementing these measures, the Board can enhance its industry-specific knowledge and better position itself to address the challenges and opportunities presented by the rapidly changing power industry in China. For information on Directors’ continuous professional development, please refer to the section titled “Directors’ Continuous Professional Development” under the “Board Effectiveness” section of this corporate governance report.

The RNC reviews the structure, size, composition, commitment, board skill matrix, independence, and diversity of the Board and Board Committees (including gender, age, tenure, cultural background, educational and professional background, skills, knowledge, and experience) from time to time, and suggests improvements to the Board when necessary. The Board and the RNC are satisfied with the present structure, size, composition, commitment, board skills matrix, independence and diversity of the Board and each of the Board Committees.

With the introduction of new requirements for long-serving independent non-executive directors under the revised CG Code and related Listing Rules, the RNC will keep director succession planning as a key focus.

In considering skills and experience for future independent non-executive Director appointments, the Company will continue to seek seasoned professionals with strong backgrounds in risk management, accounting, finance, and law. Priority will also be given to candidates who possess expertise in the energy sector, particularly those with a deep understanding of the power industry in China. This approach will ensure that our Board is well-equipped with the insights and capabilities necessary to drive the Company’s long-term objectives and success.

2. EFFECTIVENESS

The Board’s effectiveness is realized through the time commitment and contributions of each Director, proper Board procedures, continuous professional development, and an effective evaluation process.

Directors’ Time Commitment

Directors are required to allocate adequate time and attention to the Company in order to effectively fulfill their responsibilities. They must disclose to the Company the nature and number of offices held in listed public companies or other organizations, as well as their significant commitments at the time of their appointment, and report any changes in a timely manner.

On 17 March 2026, the RNC reviewed each Director’s time commitment and contributions to the Board for the year 2025. The RNC resolved that all Directors devoted sufficient time and attention to the Company’s affairs and effectively discharged their responsibilities during the year, considering the following aspects:

• The skills and expertise of Directors are outlined in the “Board Skills Matrix” section of this corporate governance report;

• The attendance of each Director at the Board and committee meetings throughout the year is summarized in the “Directors’ Attendance Record” section of this corporate governance report;

• Twice a year, Directors disclose to the Company the number and nature of their offices in listed public companies and organizations, as well as other significant commitments and the time involved. They also notify the Company promptly of any changes to their other offices and commitments. None of our Directors held directorships in more than six listed public companies up to the date of this annual report, and all have affirmed that they allocate sufficient time to the Company’s affairs;

• Directors have invested time in continuous professional development, enhancing their understanding of the Company’s mode of business and various corporate transactions. This ongoing education ensures they are well-informed and able to make sound decisions. Details about the Directors’ training hours can be found in the “Directors’ Continuous Professional Development” section of this corporate governance report; and

• The Directors’ time commitment and contributions to the Board are documented to ensure their ability to discharge his/her responsibilities effectively, taking into account their respective professional qualifications, working experience, nature of respective directorship (executive, non-executive or independent non-executive) and external time commitment. All Directors have confirmed that they committed sufficient time and attention to the affairs of the Group throughout their tenure during the year ended 31 December 2025.

Taking all the above factors into account, the RNC is of the view that every Director has invested the necessary time and made noteworthy contributions to the Board. Their steadfast attendance and active engagement have greatly enhanced the quality of Board discussions. Moreover, the Directors’ focus on professional growth and their diligent oversight of governance practices have ensured that the Board is well-aligned with the Company’s objectives. The RNC believes that during the year under review, the Directors have fulfilled their roles effectively, positively influencing the Group’s achievements, and their level of time commitment and contributions are considered satisfactory and adequate.

Conduct of Board Proceedings and Supply of and Access to Information

Throughout the year under review, arrangements were in place to ensure all Directors were given an opportunity to include matters in the agenda for regular Board meetings. Notice of at least fourteen days was given for a regular Board meeting to give all Directors an opportunity to attend. For all other Board meetings, reasonable notice was also given.

Full Board or committee papers were sent to all Directors at least three days before the intended date of a Board meeting or a committee meeting. Management had supplied the Board and its committees with adequate information and explanations so as to enable them to make an informed assessment of the financial and other information put before the Board and its committees for approval. Management was also invited to join the Board or Board Committee meetings where appropriate.

For meetings of the Board, if a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter must be dealt with by a physical Board meeting rather than a written resolution. Independent non-executive Directors who, and whose close associates, have no material interest in the transaction shall be present at that Board meeting. Any Director who has a conflict of interest must abstain from voting.

During the year under review, minutes of the Board meetings and meetings of Board Committees were recorded in detail the matters considered and decisions reached at the meetings. Draft and final versions of minutes were sent to all Directors for their comments within a reasonable time after the Board or Board Committee meetings were held. Minutes of the meetings are always kept by our Company Secretary, and the Board and committee members may inspect the documents and minutes of the Board and Board Committees at any reasonable time by giving reasonable notice.

At all time, where necessary, the Directors can seek separate independent professional advice at the Company’s expenses so as to discharge his/her duties to the Company. All the Directors are also entitled to have access to timely information in relation to our business and make further enquiries where necessary, and they have separate and independent access to senior management of the Company.

Board and Board Committees’ meetings

The following table sets out the meetings held in 2025.

Board		Board Committees
B:	Board	AC:	Audit Committee
C:	Chairman and all independent non-executive Directors	RNC:	Remuneration and Nomination Committee
I:	Independent non-executive Directors’ meeting. Management was	RMC:	Risk Management Committee
	invited to provide briefings on a specific topic or transaction.	SSDC:	Strategic and Sustainable Development Committee
AGM:	Annual General Meeting
GM:	General Meeting

In addition to the aforementioned Board and Board Committee meetings, all Directors attended a symposium in March 2025. During this event, management, including the Chief Accountant, Vice Presidents, and Department Heads, shared their insights on the Company’s strategic positioning, strategic goals, other preliminary project development plans and the external environment faced by the Group. Feedback from the Directors on the symposium was favorable, and all Directors acquired substantial insights into the latest trends, risks, and opportunities of the power industry in the PRC.

Directors’ attendance record

The attendance records of the Directors at Board meetings, Board Committees’ meetings and shareholders’ meetings during the year of 2025 are as follows:

Directors’ Continuous Professional Development

Continuous professional development helps Directors remain aware of the latest trends and challenges confronting the Group, while also providing an opportunity to refresh and update the skills and knowledge essential for effectively fulfilling their responsibilities.

Directors’ continuous professional development involves different formats, including selected reading materials on specific topics and internal and external trainings. The Company organizes training from external providers at our offices or through online webinars, internal reporting during meetings, as well as in-house training by the Company itself. Directors are also encouraged to attend seminars, talks or forums organized by professional bodies or industry associations to stay current with the latest industry developments.

For the year 2025, the training records for each Director (excluding Mr. HE Xi, Mr. GAO Ping and Mr. WANG Zichao, who ceased to hold directorship of the Company as at the date of this annual report) are set out as follows:

Note:

Pursuant to the revised CG Code and related Listing Rules that took effect on 1 July 2025, any person who is appointed as a director for the first time on or after this date, without previous experience as a director of an issuer listed on the Hong Kong Stock Exchange, must complete no less than 24 hours of continuous professional development within 18 months of their appointment.

Mr. ZHAO Yonggang and Mr. GUI Xude were appointed on 30 October 2025 and 6 January 2026 respectively. Since neither has prior experience as a director of listed public companies in Hong Kong or other stock exchanges, they are subject to the requirement to complete 24 hours of continuous professional development within 18 months of their appointment dates, as mandated by the Listing Rules. The Company will keep track of their training records in the coming year for compliance with such requirements.

As of 31 December 2025, Mr. ZHAO Yonggang has completed 12 hours of continuous professional development, and 12 hours remain to be completed for the year ending 31 December 2026.

As of the date of approving this corporate governance report, Mr. GUI Xude has completed 10 hours of continuous professional development, and 14 hours remain to be completed for the year ending 31 December 2026.

Board Evaluation

The Company acknowledges that regular Board performance evaluations can help building a high-performing Board, which is equipped with the necessary capabilities to anticipate, prepare for and overcome future challenges.

The Board concurs that board evaluation is useful to enhance Directors’ accountability and provide valuable feedback for improving Board effectiveness, maximizing strengths, highlighting areas for further development and evaluating whether the Board is adhering to the Company’s culture and values.

The Board and the Board Committees are committed to conduct regular evaluation of their effectiveness annually, and that the Board, being the prominent authority of the Company, its performance is actually leading the Company on the right track towards its long-term goals.

The findings from the evaluation will be reviewed by the Board as a whole, and the RNC will assist in addressing any comments related to the Board’s composition, ensuring that it has the right mix of skills and expertise to effectively fulfill its duties in steering the Group toward its long-term goals in the future. For details regarding the Board skills matrix maintained by the RNC and its assessment, please refer to the “Board Skills Matrix” section of this corporate governance report.

For the year 2025, the Board performance evaluation was organised internally using a confidential questionnaire survey of all Directors, which was prepared by the Company Secretary, with inputs from third party stakeholders. The content of the survey will be refined from time to time to ensure that the questions are relevant to the present internal and external environment, as well as reflecting on issues identified in previous performance evaluations.

The evaluation covered the following key areas:

• Board composition and skills

• Board culture and dynamics

• Board practices

• Quality and timeliness of information to the board Board meetings

• Compliance and training

• Risk management and internal controls Stakeholder engagement

Based on the feedback from the Directors, the Board evaluation revealed that they considered and were satisfied with the Board’s performance in the following aspects, including

The Board evaluation also identified a number of aspects that require improvement to enhance the effectiveness of the Board, summarized as follows:

Company Secretary

Ms. CHEUNG Siu Lan, secretary of the Company, is an employee of the Company, appointed by the Board, and responsible to the Board. The Company Secretary is responsible for ensuring that the activities of the Board are conducted efficiently and effectively, and the procedures and all applicable laws and regulations are followed. She also supports and facilitates the training and professional development of Directors.

The Company Secretary reports to the Chairman and the Board, provides advice on corporate governance and corporate transactions, and assists the Board in discharging its obligations to shareholders pursuant to the Listing Rules. All Directors may call upon her for advice and assistance at any time in respect to their duties and the effective operation of the Board and the Board Committees.

During the year under review, Ms. CHEUNG has attended relevant professional seminars/webinars to update her skills and knowledge. She has complied with the Listing Rules to take no less than 15 hours of relevant professional training in a financial year.

Directors’ Insurance

The Company has arranged appropriate insurance cover on Directors’ and officers’ liabilities in respect of legal actions against its Directors and senior management arising out of corporate activities.

3. ACCOUNTABILITY

Accountability arises from the effective delegation of tasks between the Board and Board Committees, coupled with a clear delineation of responsibilities between the Board and management, as well as between the Chairman and the President. Directors uphold their accountability to the Company by fully disclosing their interests in the Company and its associate, and maintaining a robust risk management governance framework to safeguard the Company’s interests.

Delegation of duties between the Board and Board Committees

Our corporate governance structure provides clear lines of accountability, the Board serves as the highest governing body of the Group and holds the responsibility for shaping business goals and strategies that align with the best interests of the Company and its shareholders as a whole. In fulfilling its duties, the Board may delegate tasks to the Board Committees within defined limits and authority as necessary.

At present, there are five Board Committees established under the Board include (1) AC, (2) RMC, (3) RNC; (4) SSDC; and (5) Executive Committee (“EC”). Each Board Committee operates under specific written terms of reference and reports to the Board on their decisions and recommendations on a regular basis.

Full details of the Board Committees’ activities during the year are set out in their respective reports:

• Audit Committee Report on pages 107 to 127

• Risk Management Committee Report on pages 128 to 129

• Remuneration and Nomination Committee Report on pages 130 to 134

• Strategic and Sustainable Development Committee Report on pages 135 to 137

• Executive Committee on the next section below

In addition, the Sustainability Working Committee is a sub-committee of the SSDC established to assist with the formulation and implementation of sustainability-related policies of the Group.

Division of duties between the Board and the Management

The management and operational functions of the Group are delegated to the management, which is led by the EC.

The Company established the EC in 2008. As a committee under the Board, the EC conducts its work under the guidance of the Board and reports to the Board pursuant to the “Working Guidelines for the Executive Committee” approved by the Board. The Board conducts periodic reviews of these guidelines to ensure they align with the Group’s needs.

The EC is entrusted with implementing the strategies set by the Board and acts as a communication conduit to ensure that the Board’s strategies and insights are communicated to the management, as well as reflecting the voices of operational staff to the Board, thereby facilitating their execution. As a result, the EC significantly contributes to improving corporate governance quality and enhancing the management efficiency of the Group.

The members of the EC include the executive Directors, the chief accountant and all the vice presidents of the Company. It meets on a regular basis with the management to review the Group’s activities and operational issues.

Beyond its role in supervising the management to implement the Board’s resolutions, the EC also advises the Board on developing policies concerning the Group’s business operations, assessing the performance of business units, and managing legal compliance issues.

The Board has set clear responsibilities and authorities for the management to ensure daily operational efficiency. The management is required to act within the authority approved by the Board to meet the day-to-day management responsibilities and makes timely decisions. With regard to matters beyond its authority, the management will report to the EC or the Board in a timely manner in accordance with the relevant working guidelines.

The EC held 27 meetings during 2025. The executive Directors, the chief accountant, the vice presidents and the senior management of the Company attended the meetings.

Roles and responsibilities between Chairman and President (chief executive)

The division of responsibilities between the Chairman and the President (chief executive) has been clearly established and set out in writing. Under C.2.1 of the CG Code, the role of the chairman and the chief executive should be separate to ensure a balance of power and authority. During the year ended 31 December 2025, the Company strictly complied with C.2.1 of the CG Code. The roles of the Chairman and the President of the Company are separate and are currently assumed by Mr. GUI Xude and Mr. ZHAO Yonggang, respectively.

Chairman

The Chairman provides leadership for the Board and is responsible for ensuring that all Directors promptly receive adequate information, which must be complete and reliable, and that Directors are properly briefed on issues arising at the Board meetings. He affirms the Board is working effectively and discharging its responsibilities. He also ensures good corporate governance practices and procedures are established, and appropriate steps are taken to provide effective communication with shareholders and those views of shareholders are communicated to the Board.

The Chairman encourages all Directors to make active contribution to the Board’s affairs and take the lead to ensure that it acts in the best interests of the Company. He encourages Directors with different views to voice their concerns, allow sufficient time for discussion of issues and ensure that Board decisions fairly reflect the Board consensus. He promotes a culture of openness and debate by facilitating the effective contribution of non-executive Directors in particular and ensuring constructive relations between executive and non-executive Directors.

President (chief executive)

The President is the chief executive of the Company who has delegated authority from and is accountable to the Board. The President is responsible for managing the Group’s business, implementation of strategies, initiatives and directives set by the Board and coordinating overall business plans and budgets approved by the Board and making day-to-day operational decisions.

Directors’ Securities Transactions

The Company has adopted a set of Code of Conduct for Securities Transactions by Directors (“Code of Conduct”), the terms of which are not less exacting than the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules. Having made specific inquiries to all Directors, all Directors confirmed that they have complied with the Code of Conduct throughout the year 2025.

Audit, Internal Control and Risk Management

Financial Reporting

Directors acknowledge their responsibility for preparing the financial statements on a going concern basis, with supporting assumptions or qualifications as necessary. The Company’s financial statements are prepared in accordance with the Listing Rules, Hong Kong Companies Ordinance and also the accounting principles and practices generally accepted in Hong Kong. Appropriate accounting policies are selected and applied consistently; judgments and estimates made are prudent and reasonable.

During the year 2025, all Directors have been given the latest information and briefings about the financial position, changes in the business and the development of the Group on a regular basis. “Letter to the Shareholders” from the Chairman of the Board in this annual report contains a summary of the Group’s performance in this financial year and how the Group will preserve value over the long term and our strategies for delivering the Company’s objectives. The Directors ensured a balanced, clear and understandable assessment of the Group’s performance, position and prospects in annual reports, interim reports, inside information announcements and other disclosures required under the Listing Rules and other statutory requirements.

Risk Management Governance Framework

The principles of the risk management governance framework of the Company are to strengthen the Company’s internal monitoring and control in accordance with the requirements of the Hong Kong Stock Exchange; continuously improve the Company’s corporate governance structure, build up corporate integrity culture and establish an effective control system; continuously assess the competence of the internal control system and the efficiency of the management; and ensure the effective running of the risk management and internal control systems.

The Board has overall responsibility for reviewing and maintaining sound and effective risk management governance framework of the Group. Management’s role is to design and implement risk and internal control systems and to report to the Board, the AC, and the RMC on a regular basis regarding the operating effectiveness of these systems. This process is crucial for achieving the Group’s business objectives.

The RMC supports the Board in monitoring the Group’s risk exposures and overseeing the design and operational effectiveness of its underlying risk management systems. RMC consistently supervises the Group’s principal business risks and the control measures used to mitigate, transfer or avoid such risks.

The AC plays a crucial role in supporting the Board through the review of the Group’s internal control systems and action plans that address deficiencies in control. It examines findings from both external auditors and the Internal Audit Department regarding control issues related to business operations, financial reporting, and legal compliance. The AC ensures that action plans are established to rectify identified control issues and monitors the implementation of audit recommendations with regular updates from the management. Discussions with both the Internal Audit Department and external auditors are also in place to clarify the scope of their reviews to ensure that robust internal controls are maintained within the Group.

The management is responsible for designing, implementing, and monitoring risk management and internal control systems to safeguard the Group’s assets and ensure operational effectiveness. It assesses risks and mitigating measures on a Group-wide basis, providing a comprehensive evaluation of potential threats and the design of targeted measures to address them. This proactive approach ensures that the Group remains resilient and aligned with its strategic objectives. These functions of the management are supported by the Legal and Risk Management Department. The Legal and Risk Management Department provides risk management and internal control reports to the RMC on a regular and ad hoc basis to address any identified risks.

The Internal Audit Department maintains the independence of its personnel and operations from the management to effectively monitor and review the internal control systems established by the management. Its independence is crucial to upholding the integrity of the Company’s risk management governance framework. It provides the AC with independent assurance regarding the effectiveness of these systems. Remedial measures implemented by the management to address control deficiencies will also be monitored, which is essential for establishing a solid foundation for developing effective internal control systems.

The Company has also established an Audit Center with the objectives of standardizing and information-digitalizing internal audit and risk management, the Audit Center provides systematic support to the Internal Audit Department, and provides relevant personnel training for the development of the Group.

In developing our risk management governance framework, the Company fully considers the risk management framework requirements of The Committee of Sponsoring Organizations of the Treadway Commission (the “COSO”), the promoter of the National Commission on Fraudulent Financial Reporting, as well as risk management guidelines set out by the Hong Kong Institute of Certified Public Accountants. The risk management governance framework of the Company also draws on the experience of leading management companies and takes into account the Group’s specific circumstances and business characteristics. This approach formulates a risk management governance framework that assesses the efficiency and effectiveness of the risk management and internal control systems, providing reasonable assurance regarding the effectiveness of the Group’s operations, the reliability of its financial reports, and compliance with applicable laws and regulations.

Review of Risk Management and Internal Control Systems Effectiveness

The Board, with the supports from the AC and RMC, has reviewed the effectiveness of the risk management and internal control systems of the Group in respect of financial controls, operational controls, regulatory compliance and risk management for the year ended 31 December 2025.

The Legal and Risk Management Department provided the “Annual Confirmation and Review of the Effectiveness of the Risk Management and Internal Control Systems” supported by the independent assurance from the Internal Audit Department, to the Board. Their review covers all fundamental aspects as specified in the COSO framework, including corporate culture and control environment, risk assessment, internal controls, information and communication, and monitoring. For more information about the review of, such as the review scope and the enhancement to our risk management and internal control systems during the year, please refer to the Risk Management and Internal Control Report in this annual report.

The Board also assessed the resources and qualifications/experience of the Group’s Legal and Risk Department, Internal Audit Department, Finance Department, and business support functions, including those pertaining to ESG compliance and it resolved that their training and budget are sufficient.

Environmental, Social and Governance

The Board recognizes the growing importance of ESG with the market, shareholders, investors and stakeholders placing increased weighting on the ESG performance of a company. In light of this trend, the Board has decided that it should be proactive in the development and oversight of the Company’s ESG strategy.

The Company has established a comprehensive organizational structure for sustainable development, in which we count on the Sustainability Working Committee to carry out sustainable development matters of the Group, and to report to the SSDC and the Board in a timely manner, thereby further promoting the Group’s practices for sustainable development.

The Group conducts climate risk assessment exercise with reference to the Task Force on Climate-related Financial Disclosures (“TCFD”), recommendations, identifying some of the most material physical and transitional risks, their implications and corresponding mitigation measures. Such risk assessment is also integrated into our overall risk management framework. For details, please refer to the Risk Management and Internal Control Report in this annual report. We have been continuously monitoring and disclosing the environmental and climate-related metrics to facilitate a transparent communication with our stakeholders.

Effective from 1 January 2025, the revised Appendix C2 to the Listing Rules specifies enhanced climate-related disclosure requirements that closely align with the IFRS S2 Climate-related Disclosures published by the International Sustainability Standards Board. Issuers within the Hang Seng Composite Large Cap Index will be required to disclose scope 3 greenhouse gas emissions on a mandatory basis. For other issuers, disclosure will follow a comply-and-explain basis.

As one of China’s leading green and low-carbon energy providers, the Company is committed to advancing the quality and scope of its environmental disclosures. We are currently enhancing our environmental reporting mechanisms through IT solutions and the recruitment of qualified professionals to assist meeting the new disclosure requirements. We have appointed external ESG consultants to ensure effective compliance with these new disclosure requirements.

During the year 2025, the Board had reviewed, discussed and approved the Sustainability Report 2024 of the Company as reported by the SSDC. The Board had also ensured all new investment and acquisitions approved in year 2025 were coherent with the Company’s ESG strategy and ESG-related targets of the Company. The Board’s statement and its engagement in relation to the ESG matters of last year are set out in the Company’s Sustainability Report 2025.

For further information of our ESG strategy, governance approach, management of climate-related risks and progress towards our ESG-related targets, please refer to the full version of the Sustainability Report 2025 of the Company as published on the websites of the Company and the Hong Kong Stock Exchange.

Inside Information

The Company adopted its own Inside Information Management Policy setting out the procedures and internal controls for handling and dissemination of inside information in August 2013 with reference to the “Guidelines on Disclosure of Inside Information” issued by the Securities and Futures Commission in June 2012.

In response to evolving corporate governance standards and to ensure the proper management of sensitive information, the Company conducted a comprehensive review and update of our Inside Information Management Policy in 2024. The revised policy is designed to enhance our vigilance in handling sensitive information responsibly and in compliance with the latest regulatory, legal, and ethical standards. The topic of inside information continues to be a vital component of our annual internal training for senior management, addressing ongoing disclosure obligations under the Securities and Futures Ordinance and the Listing Rules.

Whistleblowing Policy

To ensure that the Company’s culture and values are adhere to and for good corporate governance practices, in order to help detect and deter misconduct and malpractices, the Board approved the launching of the Whistleblowing Policy in April 2012, for employees and those who deal with the Group, including customers and suppliers, and other stakeholders to raise concerns about the practices of the Group, in a secure and confidential manner.

In 2024, we undertook a comprehensive review and update of our Whistleblowing Policy to reinforce our dedication to good corporate governance practices. The enhancements reflect our commitment to protecting whistleblowers and fostering an environment where unethical behavior can be timely reported without fear of retaliation. The Supervision Department is tasked with managing any complaints received and investigating any improprieties. Findings are reported to the AC, which is responsible for determining any necessary follow-up actions.

Anti-corruption Policies

The Board and the management of the Company are committed to anti-corruption and ethical business practices. As such, the Company has formulated a series of anti-corruption policies since 2005 which are in compliance with the prevailing anti-corruption laws and regulations where our business operations and units are located. Anti-corruption seminars are mandatorily organized on a regular basis annually to educate our management and employees across the Group of the relevant laws and regulations and the measures the Company adopted to fight against corruption so as to foster our corporate culture of honesty and integrity.

For further information of our works done in respect of anti-corruption, please refer to the Sustainability Report 2025 of the Company as published on the websites of the Company and the Hong Kong Stock Exchange.

External Auditor’s Remuneration and its Related Matters

The Company appointed Ernst & Young as the Company’s auditor (the “Auditor”). The AC is responsible for making recommendations to the Board on the appointment, re-appointment and removal of the Auditor, and to approve the remuneration and terms of engagement of the Auditor, and any questions of its resignation or dismissal.

For the year ended 31 December 2025, the AC reviewed and monitored the Auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. Details of the works performed by the AC in 2025 are set out in the Audit Committee Report in this annual report.

For the year ended 31 December 2025, the fees payable by the Company to the Auditor in respect of audit services, audit related services and non-audit services provided were as follows:

4. ENGAGEMENT

Engagement with Workforce

The Board believes that employees are the most important resource for the sustainable development of the Company and to achieve its long-term goals, therefore, the Group has policies and mechanisms in place to ensure that the values and interests of employees align with that of the Company. Furthermore, there are channels for employees at all levels to provide feedback to the management and the Board, thereby allowing the Board to be keep apprised of the expectations of employees and formulate appropriate policies to retain talented employees as well as attract talented individuals to join our Group.

Recruitment and Retention

The Group recruits fresh graduates, experienced professionals and other specialists to support its strategic development. At the same time, the Company promotes opportunities for internal career advancement for its employees. We offer competitive remuneration packages to employees at all levels and bonus tied to an employee’s performance with reference to a specific set of key performance indicators (KPIs).

Staff Development

The Group is committed to the continuous development of competence and ethical behavior of all employees. This provides a win-win situation for the Group and its employees, which on one hand, furthers the professional development of employees, and on the other hand, brings value to the Group by way of having a competent workforce.

We offer a wide range of learning resources for employees to support staff learning and development. To start with, all new joiners are provided with comprehensive induction training covering various aspects, such as the Group’s business, culture, values, history, corporate governance, anti-corruption, etc. Furthermore, we also offer job-specific training to employees depending on their position and job responsibilities, as well as education subsidies to eligible employees to pursue professional or academic qualifications and/or acquire job-related knowledge.

Staff Engagement Platform

The Company collaborated with Tencent Group to develop a tailor-made social communication mobile app named “Diantouyi” (電投壹) for our staff. This app facilitates two-way communication between employees and the management in a more informal setting. The app includes various features that enables employees to receive news, participate in online training, access the Group’s published information, communicate with the management and provide feedback, etc.

Incentive Schemes

To encourage the management and employees to adhere to the Company’s strategic goals, values and culture, the Board adopted various incentive schemes to award the management and employees who had contributed to achieving the Company’s strategic goals or had made positive impacts in promoting the Company’s culture and values. Most notably, the Company adopted the Share Incentive Scheme, which was approved by shareholders of the Company at the general meeting held on 15 June 2022, the purpose of which is to award employees with outstanding contribution to the further development of the Group and align its interests with the Group by way of equity ownership in the Company. For further information of the aforementioned share incentive scheme, please refer to the section headed “Share Incentive Scheme” in the “Report of the Board of Directors” in this annual report.

Workforce Diversity

We understand that a diverse workforce and an inclusive culture play a crucial role in creating a dynamic environment that promotes higher performance and well-being. Our Company is devoted to nurturing a workplace where every employee, regardless of gender, background, skills, or experience, is valued, respected, and treated fairly, with equal access to opportunities. In 2024, we established a Workforce Diversity Policy that articulates our commitment to inclusion and diversity throughout our organization, including within the senior management.

Our Workforce Diversity Policy provides that recruitment, promotion and development decisions are based on merits, while encouraging broader representation of female employees across different business functions. The Group believes that enhancing gender diversity contributes to innovation, operational effectiveness and long-term sustainability. The Company has also implemented policies to ensure that all employees are treated fairly and equally in all aspects of employment, regardless of gender.

The Group has established measurable objectives to enhance gender diversity by 2030. In particular, the proportion of female employees is targeted to reach 9% to 11% in the senior management, 33% to 35% in administrative roles, and 13% to 15% in technical roles. Progress towards these targets is monitored on an ongoing basis and supported by initiatives in recruitment, talent development and career progression for female employees.

As at 31 December 2025, the Group had 16,660 employees, including 96 senior management personnel, 5,052 administrative staff and 11,512 technical staff. The proportion of female employees in the senior management, administrative and technical roles was approximately 7.3%, 34.9% and 12.6%, respectively, while the overall female representation of the Group was approximately 19.4%.

The power generation industry in which the Group operates is inherently labour-intensive and has historically been male-dominated, which has shaped the pipeline for the senior management positions over time. Many technical roles require physical strength, stamina, and field-based work, which has traditionally attracted more male employees. As such, comparatively lower female representation in both technical and the senior management roles is consistent with the industry norms. The Group will continue to implement initiatives to improve diversity across all functions and foster greater female participation where feasible.

Notwithstanding the above, a more balanced gender composition is observed in less labour-intensive functions. When focusing on administrative roles, the proportion of female employees is approximately 34.9%, reflecting the Group’s ongoing efforts to promote gender diversity in areas where greater balance is more readily achievable.

Please refer to our Sustainability Report 2025 for further details on workforce diversity.

Engagement with Shareholders

The Company regards communication with shareholders and stakeholders as a core component of its corporate governance framework. We are dedicated to actively engaging with shareholders and stakeholders to communicate our business objectives and the Group’s progress clearly, while also seeking their insights and recommendations. The Board has implemented the Shareholder Communication Policy, which delineates the strategies the Company employs to ensure effective and comprehensive communication with shareholders and the broader investment community, guaranteeing timely and equitable access to information. The policy elaborates on how shareholders and the wider investment community can interact with the Company.

Shareholders Communication Policy

In March 2012, the Board adopted a Shareholders Communication Policy of the Company which aims to set out the provisions with the objective of ensuring that the shareholders and potential investors are provided with ready, equal and timely access to balanced and understandable information about the Company, in order to enable shareholders to exercise their rights in an informed manner, and to allow shareholders and potential investors to engage actively with the Company. Shareholders Communication Policy is available on our Company website, and a summary of the policy is as follows:

• The Board shall maintain an on-going dialogue with shareholders and the investment community, and will regularly review this policy to ensure its effectiveness.

• Information shall be communicated to shareholders and the investment community mainly through the Company’s financial reports (interim and annual reports), briefings for results and significant matters, and annual general meetings and other general meetings that may be convened, maintenance of communication with investment market and media, as well as making available all the Company’s disclosures, corporate communications and other corporate publications on a timely manner.

The Company has a Capital Markets & Investor Relations Department, which takes charge of the Company’s relationship with investors and shareholders by providing information and services to them, promptly replying to their enquiries, and maintaining channels of active and timely communication with them. During the year under review, the communication and engagement activities with shareholders, in accordance with the Shareholder Communication Policy, are summarized as follows:

• The Company maintains a corporate website at www.chinapower.hk where important and updated information about the Group’s activities and corporate matters such as annual and interim reports, trading updates such as electricity sold of the Company, business development and operations, corporate governance practices and other information are available for review by shareholders and other stakeholders. The Company’s website is updated continuously, providing up-to-date information regarding every aspect of the Company to investors and the public. When announcements are made through the Hong Kong Stock Exchange, the same information is made available on the Company’s website simultaneously.

• The Company hosted three general meetings via webcast in 2025, including one annual general meeting on 5 June 2025 and two general meetings aimed at approving the renewal of the financial services framework agreement and the proposed asset restructuring, which took place on 5 June 2025 and 24 June 2025, respectively. Questions were welcomed in advance or online during the meetings. Most of the Board members attended these general meetings and responded to shareholder inquiries. Shareholders had the opportunity to vote in real-time using the online platform.

• The Company holds regular press conferences and meetings with financial analysts and institutional investors, during which the Company’s management will directly provide relevant information and data to the media, financial analysts, fund managers and institutional investors, as well as answer their enquiries in a prompt, complete and accurate manner.

• Besides the general meetings held in 2025, the Capital Markets & Investor Relations Department organized various meetings with shareholders, investors, and potential investors during events such as roadshows. These interactions were designed to communicate the Company’s strategies, goals, and development direction, while also providing a platform for investors to share feedback on areas where they feel improvements are necessary from their perspective. The Board reviews the feedback summarized by the Capital Markets & Investor Relations Department and assigns relevant management to develop plans for enhancement.

• The Board’s decisions regarding distribution of dividends are detailed under the “Dividend Policy” in this corporate governance report and in the “Management Discussion and Analysis” section of this annual report, respectively.

• For the procedures regarding how shareholders can convene general meetings and send inquiries to the Board, please see the following sections in this corporate governance report or refer to the Shareholder Communication Policy available on our company website.

For further details on the Company and the Board’s interactions with shareholders, including the nature, frequency, and number of such engagements, the relevant groups of shareholders, and the management of the Group involved, please refer to the Investor Relations and Shareholders Interaction Report in this annual report.

The annual plan and report for investor relations and shareholders interaction for the year 2025, was reviewed and approved by the Board in March 2026. The Board has confirmed that the Shareholder Communication Policy had been effectively implemented throughout the year ended 31 December 2025.

Dividend Policy

In January 2019, the Company has adopted a new Dividend Policy which aims to set out the provisions with the objective of providing stable dividends to shareholders.

The Company may declare and distribute annual cash dividends to its shareholders in an amount representing not less than 50% of the profit attributable to ordinary shareholders of the Company in any financial year, subject to the criteria set out in the Dividend Policy. In addition to cash, the dividends may be paid up in the form of the Company’s shares, by the distribution of specific assets of any kind or by distribution of any form.

A decision to declare or to pay any dividends, and the amount of dividends, will be based on the recommendation of the Board after taking into consideration of, inter alia, the following factors:

The Company shall prioritize payment of cash dividends to its shareholders. Such declaration and payment of dividends shall be determined at the sole discretion of the Board and subject to all applicable requirements under the Hong Kong Company Ordinance and the articles of association of the Company.

SHAREHOLDERS’ RIGHTS

Procedures for Shareholders to Convene General Meeting

Shareholders are entitled to have right to request the Company to convene a general meeting pursuant to Part 12 of the Hong Kong Companies Ordinance. The procedures are as follows:

• The Directors are required to call a general meeting if the Company has received requests to do so from the Shareholders representing at least 5% of the total voting rights of all the members having a right to vote at general meetings.

• A request -

  (a)	must state the general nature of the business to be dealt with at the general meeting; and
  (b)	may include the text of a resolution that may properly be moved and is intended to be moved at the general meeting.

• Requests may consist of several documents in like form that –

  (a)	may be sent to the Company in hard copy form or in electronic form; and
  (b)	must be authenticated by the person or persons making it.

• Directors must call a general meeting with 21 days after the date on which they become subject to the requirement, and must be held on a date not more than 28 days after the date of the notice convening the general meeting.

• If the requests received by the Company identify a resolution that may properly be moved and is intended to be moved at the general meeting, the notice of the general meeting must include notice of the resolution.

• If the resolution is to be proposed as a special resolution, the Directors are to be regarded as not having duly called the general meeting unless the notice of the general meeting includes the text of the resolution and specifies the intention to propose the resolution as a special resolution.

Notice and Voting of General Meetings

Sufficient notice of shareholders meeting and the procedures for voting conduction will be given to the shareholders prior to every general meeting. Save as provided under the Listing Rules, resolutions put to vote at the general meetings of the Company (other than procedural matters) are taken by poll. Procedures regarding the conduct of the poll are explained to the shareholders at the commencement of each general meeting, and questions from shareholders regarding the voting procedures are answered. The poll results are posted on the respective websites of the Company and the Hong Kong Stock Exchange on the same day of the poll.

Procedures for Shareholders Sending Enquiries to the Board

Shareholders should direct their questions about their shareholdings to the Company’s registrar and whose details are as follows:
Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
Tel: (852) 2862 8628
Fax: (852) 2865 0990

The Company Secretary and the Capital Markets & Investor Relations Department of the Company also handle both telephone and written enquiries from shareholders from time to time. Shareholders’ enquiries and concerns will be forwarded to the Board and/or relevant Board Committees, where appropriate, to answer the shareholders’ questions. For shareholders and investors’ enquiries, the contact information is set out in the section headed “Useful Information for Investors” in this annual report.

Other Procedures for Shareholders’ Proposals

The details of the following procedures are available at the Company’s website www.chinapower.hk under the “Corporate Governance” section for review.

Constitutional Documents

The Company’s constitutional documents have been posted on the Company’s website www.chinapower.hk under the “Corporate Governance” section. During the year under review, there was no change in the Company’s articles of association.

Important Shareholders Dates

The important shareholders dates in the coming financial year are set out in the section headed “Useful Information for Investors” in this annual report.