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Shareholders’ Guide
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: 00002
Printed copy of this Shareholders’ Guide is available upon request to the
Company Secretary.
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 www.clpgroup.com – 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)2678 8228 (Shareholders’ hotline) Facsimile: (852)2678 8390 (Company Secretary) E-mail: [email protected] (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)2862 8555 Facsimile: (852)2865 0990 E-mail: [email protected] (General)
[email protected] (Electronic Communication)
Website: www.computershare.com.hk
Introduction
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 2013. 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.
Dividend
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 email). 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.
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. 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);
iii. 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
iv. 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.
Share Registration and Share Certificates
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.
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.
Annual General Meeting (AGM)
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
[email protected]. 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.
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 [email protected].
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 non-
receipt of corporate communications.
Corporate Communications
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 [email protected]. All our corporate documents are available on our website for 5 years.
19. How can I use CLP website?
The default language of CLP website is English. After entering
‘www.clpgroup.com’ 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.
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.
CLP Website
Shareholders’ Visit Programme