CLP Profile. Published in April 2008 Latest update in June 2015

Transcription

1 Shareholders Guide

2 CLP Profile CLP Holdings Limited, a company listed on the Hong Kong Stock Exchange, is the holding company for the CLP Group, which is one of the largest investor-owned power businesses in Asia. In Hong Kong, we operate a vertically integrated electricity generation, transmission and distribution business. We serve over 2.4 million customer accounts, representing over 80% of the total population of Hong Kong. The CLP Group also invests in electricity businesses outside Hong Kong. We are the largest external investor in the Chinese mainland electricity industry. We are also a leading international private sector power company in the Asia-Pacific region, with interests in electricity and energy businesses in Australia, India, Southeast Asia and Taiwan. Published in April 2008 Latest update in June 2015 Stock Code: Printed copy of this Shareholders Guide is available upon request to the Company Secretary.

3 Introduction Since 2003 we have organised over 770 tours of shareholders visits to our facilities, welcoming a total of about 31,000 shareholders and their guests. During these visits our shareholders have raised many questions with us regarding their rights as CLP shareholders and the ways in which they can best exercise and enjoy those rights. We thought it would be helpful to collect and answer the most frequently asked questions in a booklet available to all shareholders this Shareholders Guide. This Guide is also available on our website and any updates to the information in the Guide will also be published on the website. If you would like to obtain further information on those matters covered by the questions or have any suggestions on any other matters to be covered in this booklet, please contact us. Address: 8 Laguna Verde Avenue, Hung Hom, Kowloon, Hong Kong Telephone: (852) (Shareholders hotline) Facsimile: (852) (Company Secretary) cosec@clp.com.hk (Company Secretary) If your questions are in relation to share registration, payment of dividends or issue of share certificates, you may also contact the Company s Registrars, Computershare Hong Kong Investor Services Limited. Address: 17M Floor, Hopewell Centre, 183 Queen s Road East, Hong Kong Telephone: (852) Facsimile: (852) hkinfo@computershare.com.hk (General) clp.ecom@computershare.com.hk (Electronic Communication) Website:

4 Dividend 1. What is CLP s Dividend Policy? CLP s longstanding policy is to provide consistent increases in ordinary dividends, linked to the underlying earnings performance of the business. CLP Holdings aims to distribute a certain percentage of ordinary income to shareholders, whilst retaining the balance for future business expansion. Our ordinary dividends will be supplemented by special dividends from special income. From 2005 to 2013, CLP s ordinary dividend payments were between 60% and 66% of operating earnings, except for 2009 and 2013 when our payout ratio rose to 70% of operating earnings, due to a significant decline in earnings caused by the reduction in the permitted rate of return under the Scheme of Control in 2009 and the difficult market conditions in Australia in Earnings from the property development at Hok Un and the other property disposals were generally paid out as special dividends. The Board considers that it would be prudent and appropriate to target a payout ratio in the 60th percentile, while at the same time recognising that maintaining a steady dividend payment record may cause some deviation from the target. 2. What are the dividend payout dates? Unlike most Hong Kong companies, we normally pay dividends four times a year. The dividend payout dates are usually in March, June, September and December. The dividend payable dates for the year are announced in the annual report published in March. Any changes to the dates will be published on the CLP website.

5 3. What should I do if I don t receive my dividend warrant? You should notify the Company s Registrars by writing to them or completing a form which can be downloaded from the Registrars website. As a standard practice, a replacement dividend warrant or replacement dividend cheque will be sent to you around 3-4 weeks from the date the Company s Registrars receive your notification of non-receipt of dividend warrants. 4. How can I reactivate an out-of-date dividend warrant? You can submit the out-of-date dividend warrant (this only applies to those dividend warrants which are less than 6 years old) to the Company s Registrars either in person or by mail for revalidation. As a standard practice, a replacement cheque will be sent to you by the Company s Registrars upon completion of revalidation. 5. How can I change the way I receive dividends? You should complete, sign and return the authorisation form printed at the back of the dividend warrant or complete a form which can be downloaded from the Registrars website, then return the form by mail or in person to the Registrars (not by fax or ). You can also make your request in writing to the Company s Registrars or the Company Secretary. 6. Why doesn t CLP offer a scrip dividend option? We have reviewed the possibility of providing a scrip dividend option to our shareholders. Our review confirmed that a scrip dividend option is uncommon in Hong Kong and that the take-up rate by shareholders of the scrip option, as opposed to receiving dividends in cash, is low. It is not presently envisaged to offer a scrip dividend option to CLP s shareholders.

6 Share Registration and Share Certificates 7. How can I sell my CLP shares? Of course, we hope that CLP shares will be a good investment that you will be happy to hold. But if you do decide to sell you should i. contact your stockbroker or the securities department of your banker; ii. iii. iv. sign where it says Signature(s) of transferor(s) on the Form of Transfer on the back of the relevant share certificate or use a separate Form of Transfer (which is available from the Company s Registrars); give the share certificate, and the signed Form of Transfer (if separate), to the stockbroker or the securities department of the bank, who will arrange for the shares to be sold; and the stockbroker/bank s securities department will then arrange for settlement two days after the shares are sold and the net sale proceeds (after deducting the relevant fees and expenses) will be payable to you in the form of a cheque or credited to your bank account.

7 8. What happens if I lose my share certificates? Share certificates are valuable documents keep them safely. You should report the loss of any share certificates to the Company s Registrars and request the issue of new share certificates. Replacement share certificates will be issued and sent to you within 3 weeks after verification of your shareholding and the necessary procedures (such as publishing notice of lost certificates on CLP website and Gazette, as appropriate) have been completed. Replacement share certificates are issued at a charge to you in line with the requirements of the Companies Ordinance, Listing Rules and the Articles of Association of CLP. 9. What should I do if I change my address? You should write promptly to the Company s Registrars giving the following information or you may complete a form which can be downloaded from the Registrars website: name of listed company CLP Holdings full name* telephone no. old address* new address* certificate no(s) signature * These must be in English because the Company s Registrars computer records are kept in English.

8 Annual General Meeting (AGM) 10. When is the AGM? For the past decade CLP s AGM has taken place in April or May. The date of the AGM is usually announced in the Full-Year Results Announcement and set out in the Notice of AGM which is made available on the websites of The Stock Exchange of Hong Kong Limited and CLP in March every year. This is one of the major events in our corporate calendar and an important opportunity for shareholders to meet Directors and Management. 11. What happens if I can t attend the AGM? We encourage all shareholders to exercise their right to vote. It s your Company and you should make your vote count. As a registered member of the Company, you are entitled to attend the AGM and cast your vote in person. If you are a registered shareholder and do not plan to attend the AGM, you may appoint a proxy or separate proxies to represent respectively the number of the shares held by you to attend and instruct your proxy(ies) to cast your vote at the AGM. The proxy(ies) need not be a shareholder of the Company. Proxy forms for use at the AGM are sent to shareholders together with the Notice of AGM. The proxy form is published on the website of The Stock Exchange of Hong Kong Limited and can also be downloaded from the CLP website. In order to be valid, proxy forms must be completed, signed and deposited at the Company s Registrars not less than 48 hours (excluding any part of a day that is a public holiday) before the time for holding the AGM. As a non-registered member of the Company (i.e. your shares are held through a nominee), you may instruct your broker to appoint you as a corporate representative to attend and vote at the AGM. Please remember to check with your broker the deadline for giving your instruction.

9 12. How can I make proposals at an AGM or a General Meeting? To put forward proposals at an AGM, or a General Meeting, you should submit a written request of those proposals to the Company Secretary at CLP s registered office at 8 Laguna Verde Avenue, Hung Hom, Kowloon, Hong Kong; or by electronic mail to cosec@clp.com.hk. Detailed procedures vary according to the nature of the meeting and the type of resolution. The relevant procedure to propose a person other than a Director of the Company for election as a Director is set out in the Notice of AGM and the Procedures for Shareholders to Convene General Meetings/Put Forward Proposals. Such Procedures for Shareholders to Convene General Meetings/Put Forward Proposals are available on our website or on request to the Company Secretary. 13. How do I vote at an AGM or a General Meeting? The Listing Rules have been amended in 2009 to require any vote of shareholders at a general meeting be taken by poll. Since 2004, the Chairman has demanded a poll on each of the resolutions submitted for determination at General Meetings rather than taking decisions on a show of hands. In the case of a poll vote, a voting paper/device will be given to you or your proxy(ies) upon registration at the meeting. You can use the voting paper/device to cast your votes on a poll at the meeting. The Company Secretary will announce the poll procedure during the meeting so that shareholders can follow and cast their votes as they wish.

10 Corporate Communications 14. When will I receive the Annual Report and Notice of AGM? We announce our annual financial results in February each year. The Annual Report and Notice of AGM (or for those shareholders who have chosen to receive corporate communications by electronic means, a notification) will be sent to you around the end of March. This is in line with our aim of announcing our results within two months after the end of our financial year (31 December). The Annual Report is available a little earlier on our website about 14 days after the results announcement. 15. How can I receive any corporate communications in electronic form? Each year, a notification form will be sent to you with our Annual Report or Interim Report. You may choose to receive electronic copy of corporate communications by completing, signing and returning the notification form to the Company s Registrars by using the prepaid mailing label provided or writing to the Company Secretary or by electronic mail to cosec@clp.com.hk. 16. What should I do if I m not receiving CLP corporate communications? You should write to the Company Secretary or the Company s Registrars. The relevant corporate communications will be sent to you as soon as possible from the date of receipt of your advice of nonreceipt of corporate communications.

11 17. How can I change the way I receive corporate communications? You may at any time change your choice of the language (English and Chinese) or means of receipt of the Company s corporate communications (hard copy or electronic version) free of charge by writing to the Company Secretary or the Company s Registrars. 18. How can I obtain CLP s corporate documents? A list of CLP s corporate documents (such as our Value Framework, Code on Corporate Governance etc.) is set out on the Feedback Form which is sent to you together with our Annual Report. You may ask for any of these corporate documents by completing Section B Request for Additional Information of the Feedback Form and returning it to the Company Secretary. You may also choose to submit your request through the on-line version of the Feedback Form, which is available on the CLP website or by electronic mail to cosec@clp.com.hk. All our corporate documents are available on our website for 5 years.

12 CLP Website 19. How can I use CLP website? The default language of CLP website is English. After entering you can choose Chinese, if you wish, by clicking 中文. To search for the required information, you can specify a keyword in the search box at the top right-hand corner of the main web page and then click. A list of web links which contain the keyword will appear on the screen. Just click the appropriate link to access the information you need. Shareholders Visit Programme 20. How can I join the Shareholders Visit Programme? All registered shareholders of CLP are welcome to participate in the Shareholders Visit Programme at no charge, subject to registration. Each shareholder may bring along one guest (aged 18 or above) at a fee of HK$200 (subject to revision). All the guests fees are donated to charity. In order to register for the Shareholders Visit Programme, you may complete the reply slip, which is usually sent to you together with our Interim Report in August, and return it to the Company s Registrars.