WASHINGTON, D.C. 20549
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pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
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An announcement regarding resolutions passed at 2019 second extraordinary general meeting of Huaneng Power International, Inc. (the Registrant”), made by the
Registrant on December 18, 2019.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
ANNOUNCEMENT ON RESOLUTIONS PASSED AT
2019 SECOND EXTRAORDINARY GENERAL MEETING
Reference is made to the notice of meeting of 2019 second extraordinary general meeting (the “EGM” or the “Meeting”) of Huaneng Power International, Inc. (the “Company”) dated 1 November 2019. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those used in the Notice.
The Board is pleased to announce that the EGM was held at 9:00 a.m. on 17 December 2019 at the Conference Room A102, Huaneng Building, 6
Fuxingmennei Street, Xicheng District, Beijing, the PRC and the resolutions set out in the Notice were duly passed by poll by the attending Shareholders and authorised proxies carrying voting rights.
The convening of the Meeting was in compliance with the Company Law of the PRC, the Rules governing the listing of the Securities on The Stock Exchange of Hong
Kong Limited (the “Hong Kong Listing Rules”) and relevant provisions of the Articles of Association of the Company. The Meeting was convened by the
board of directors of the Company. After election by more than one half of the Directors, Huang Jian (Director), presided over the Meeting as the chairman of the Meeting.
4 out of 12 directors of the Company attended the meeting. Shu Yinbiao (Chairman), Wang Yongxiang (Director), Mi Dabin (Director), Guo Hongbo (Director), Cheng
Heng (Director), Yue Heng (Independent Director), Liu Jizhen (Independent Director) and Xu Haifeng (Independent Director) were unable to attend the Meeting due to other work reasons. 2 out of 6 supervisors of the Company attended the meeting. Mu
Xuan (Vice Chairman of Supervisory Committee), Zhang Mengjiao (Supervisor), Gu Jianguo (Supervisor) and Zhang Xiaojun (Supervisor) were unable to attend the Meeting due to other work reasons. The Company Secretary Huang Chaoquan and other relevant
senior management of the Company attended the Meeting.
ATTENDANCE AT THE EGM
As at the record date (i.e. 26 November 2019), there were totally 15,698,093,359 shares of the Company entitled to attend the EGM to vote
for or against the resolutions tabled thereat. Details of the shareholders and their proxies who attended the EGM which are set out below:
According to the Hong Kong Listing Rules, China Huaneng Group Co., Ltd., Huaneng International Power Development Corporation, China Hua Neng
Group Hong Kong Limited and China Huaneng Finance Corporation Limited, being connected persons (shareholders of the Company who are involved in or interested in the transactions as contemplated by the following resolutions considered at the EGM),
holding an aggregate of 7,154,980,866 ordinary shares of the Company, representing approximately 45.58% of the total issued shares of the Company as at the record date, were required to abstain and had abstained from voting on the resolutions Nos.1
to 3 tabled at the EGM. The Company was not aware of any parties indicating their intention to vote against the resolutions proposed at the Meeting. None of our shareholders was entitled to attend and abstain from voting in favour as set out in
Rule 13.40 of the Hong Kong Listing Rules.
CONSIDERATION OF THE RESOLUTIONS AT THE EGM
As considered by Shareholders and their respective proxies attending the EGM, relevant resolutions were voted by way of a combination of
on-site voting and online voting. The voting results of the EGM are set out as follows:
In accordance with the relevant provision of the Company Law and the Articles of Association of the Company, resolutions numbered 1 to 3
(inclusive) are ordinary resolutions and were passed by more than 50% of the total number of shares carrying voting rights held by those who attended the EGM in person or by proxies.
SCRUTINEER
Pursuant to the Hong Kong Listing Rules, the H Share Registrar of the Company (Hong Kong Registrars Limited) was appointed as the
scrutineer at the EGM for the purpose of vote-takings.
WITNESS OF LAWYERS
The EGM was attended and witnessed by Mr Bian Hao and Ms Meng Rui, lawyers from Haiwen & Partners who had issued the legal opinion.
The witnessing lawyers were of the opinion that: the convening and holding procedures of the EGM of the Company, the eligibility of the persons attending the EGM and the voting procedures for the EGM were in compliance with the stipulations of
the relevant laws and the Articles of Association, and that the Meeting was lawful and valid.
As at the date of this announcement, the directors of the Company are:
Beijing, the PRC
18 December 2019