WASHINGTON, D.C. 20549
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
(If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): 82-__________. )
If you are in any doubt as to any aspect of this
circular or as to the action to be taken, you should obtain independent professional advice.
If you have sold or transferred all your shares in
Huaneng Power International, Inc., you should at once hand this circular and, where applicable, the form of proxy and reply slip to the purchaser or transferee or to the bank, or a licensed securities dealer or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular,
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 circular.
PROPOSAL ON ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL ON ELECTION OF NEW SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY
PROPOSAL REGARDING THE ISSUE OF SHORT-TERM DEBENTURES BY THE COMPANY
PROPOSAL REGARDING THE ISSUE OF
SUPER SHORT-TERM DEBENTURES BY THE COMPANY PROPOSAL REGARDING THE ISSUE OF DEBT
FINANCING INSTRUMENTS
(BY WAY OF NON-PUBLIC PLACEMENT)
PROPOSAL REGARDING THE GRANTING OF THE GENERAL MANDATE TO ISSUE DOMESTIC AND/OR
OVERSEAS DEBT FINANCING INSTRUMENTS PROPOSAL REGARDING THE GRANTING OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE DOMESTIC SHARES AND/OR OVERSEAS LISTED FOREIGN SHARES
AND
PROPOSAL REGARDING THE PROVISION OF GUARANTEE BY SHANDONG COMPANY TO ITS SUBSIDIARY
The Company will convene the AGM at 9:00 a.m. on 16 June 2020 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street,
Xicheng District, Beijing, the PRC.
A notice convening the AGM, reply slip and a form of proxy for use at the AGM have been sent to Shareholders on 29 April 2020. If you intend to
attend the AGM, you should complete and return the reply slip in accordance with the instructions printed thereon as soon as possible.
Whether or not you are able to attend the AGM, you should complete and return the form of proxy in accordance with the instructions printed thereon
and return it to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event by not later than 24 hours before the time appointed for holding such meeting or any
adjournment thereof.
Completion and return of the form of proxy will not preclude you from attending and voting at the AGM should you so wish.
29 April 2020
Page
In this circular, the following expressions have the following meanings unless the context requires
otherwise:
To the Shareholders
Dear Sir or Madam,
PROPOSAL ON ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL ON ELECTION OF NEW SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY
PROPOSAL REGARDING THE ISSUE OF SHORT-TERM DEBENTURES BY THE COMPANY
PROPOSAL REGARDING THE ISSUE OF
SUPER SHORT-TERM DEBENTURES BY THE COMPANY PROPOSAL REGARDING THE ISSUE OF DEBT FINANCING INSTRUMENTS
(BY WAY OF NON-PUBLIC PLACEMENT)
PROPOSAL REGARDING THE GRANTING OF THE GENERAL MANDATE TO ISSUE DOMESTIC AND/OR OVERSEAS DEBT FINANCING INSTRUMENTS PROPOSAL
REGARDING THE GRANTING OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE DOMESTIC SHARES AND/OR OVERSEAS LISTED FOREIGN SHARES
AND
PROPOSAL REGARDING THE PROVISION OF GUARANTEE BY SHANDONG COMPANY TO ITS SUBSIDIARY
The purpose of this circular is to provide you with relevant information to enable you to make an informed decision on whether to vote for or
against the proposals relating to (among others): (1) the proposals on election of new session of the Board of Directors and the Supervisory Committee of the Company, (2) the proposal regarding the issue of short-term debentures by the Company, (3)
the proposal regarding the issue of super short-term debentures by the Company, (4) the proposal regarding the issue of debt financing instruments (by way of non-public placement), (5) the proposal regarding the granting of the general mandate to
issue domestic and/or overseas debt financing instruments, (6) the proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares, and (7) the proposal regarding the
provision of guarantee by Shandong Company to its subsidiary, all of which are to be proposed at the AGM.
The term of the Ninth Session of the Board of Directors and the Supervisory Committee of the Company will expire upon conclusion of the forthcoming
2019 AGM of the Company. The Company has been informed that, among the members of the Ninth Session of Board of Directors, Mr. Wang Yongxiang (Non-executive Director) and Mr. Yue Heng (Independent Non-executive Director) will not stand for re-
election as candidate Directors of the Tenth Session of the Board of Directors. Among the members of the Ninth Session of Supervisory Committee, (save for the Staff Representative Supervisors) Mr. Ye Xiangdong and Ms. Zhang Mengjiao will not stand
for re-election as candidate Supervisors of the Tenth Session of Supervisory Committee. The other Directors and Supervisors of the Ninth Session of the Board of Directors and the Supervisory Committee of the Company (save for the Staff
Representative Supervisors) have confirmed that they will offer themselves for re-election at the 2019 AGM of the Company.
To the best of the Directors’ and Supervisors’ knowledge, information and belief having made reasonable enquiry regarding the retirement of
Directors and Supervisors, there are no disagreements among the Directors and among the Supervisors and there are no matters that need to be bought to the attention of the Shareholders.
In addition to the proposed re-election of Directors and Supervisors, the Board of Directors and the Supervisory Committee have respectively
proposed the following new appointments to constitute the Tenth Session of the Board of Directors and the Supervisory Committee:
The Company received a confirmation of independence pursuant to Rule 3.13 of the Hong Kong Listing Rules from each of the independent non-executive
director candidates. The nomination committee of the Company has reviewed the eligibility and the confirmation of independence provided by each independent non-executive director candidates. The Board (including the independent non-executive
Directors other than relevant independent non-executive director when his nomination is considered), through the assessment and recommendation by the nomination committee, is of the opinion that each independent non-executive director candidate
seeking for re-election or appointment is independent for the purpose of acting as independent non-executive Director of the Company, and thus recommends the independent non-executive director candidates for re-election or appointment at the AGM.
Biographies of the Directors and Supervisors proposed to be elected and appointed at the AGM are set out in Appendix I to this circular.
The above proposals shall be submitted to the AGM as ordinary resolutions for consideration and approval by the Shareholders.
On 31 March 2020, the Board approved the proposals regarding the the issue of short term debentures, super short term debentures and debt financing
instruments (by way of non-public placement). Details of such proposals are set out below.
The Board of Directors of the Company proposed that (1) the Company be authorised to issue short term debentures (in either
one or multiple tranches) of a principal amount not exceeding RMB10 billion (which means that the outstanding principal balance of the short-term debentures in issue shall not exceed RMB10 billion at any time within the period as prescribed
therein) in the PRC from the date on which the approval is obtained at the 2019 annual general meeting to the conclusion of the 2020 annual general meeting; and (2) an approval to be sought at the general meeting for an unconditional general
mandate to be given to the Company’s Board of Directors or any two or more Directors to determine the terms and conditions and other relevant matters in relation to the respective tranches of the issue of short-term debentures in accordance with
the need of the Company and the market conditions, including but not limited to the final principal amount of the short-term debentures to be issued and the terms thereof within the prescribed scope as set out in (1) above, and to execute all
necessary legal documents, and to conduct appropriate disclosures of information.
The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.
The Board of Directors of the Company proposed that (1) the Company be authorised to issue super short-term debentures with a
principal amount not exceeding RMB30 billion from the date on which the approval is obtained at the 2019 annual general meeting to the conclusion of the 2020 annual general meeting (either in one tranche or on a rolling basis, where the outstanding
principal balance of the super short-term debentures in issue by the Company shall not exceed RMB30 billion at any time within the period as prescribed therein); (2) an approval to be sought at the general meeting for an unconditional general
mandate to be given to the Company’s Board of Directors or any two or more Directors to determine the specific terms and conditions and other relevant matters in relation to the respective tranches of the issue of the super short-term debentures in
accordance with the need of the Company and the market conditions, including but not limited to the final principal amount of the super short-term debentures to be issued and the terms thereof within the prescribed scope as set out in (1) above,
and to execute all necessary legal documents, and to conduct appropriate disclosures of information.
The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.
The Board of Directors of the Company proposed that (1) the Company be authorised to issue debt financing instruments (either
in one or multiple tranches) with a principal amount of not exceeding RMB6 billion by way of non-public placement (which means that the outstanding principal balance of the non-public placement of debt financing instruments in issue shall not
exceed RMB6 billion at any time within the period as prescribed therein) from the date on which the approval is obtained at the 2019 annual general meeting to the conclusion of the 2020 annual general meeting;
(2) an approval to be sought at the general meeting for an unconditional general mandate to be given to the Company’s Board of Directors or any
two or more Directors to determine the specific terms and conditions and other relevant matters in relation to the respective tranches of the issue in accordance with the need of the Company and the market conditions, including but not limited to
the final principal amount of the financial instruments to be issued and the terms thereof within the prescribed scope as set out in (1) above, and to execute all necessary legal documents, and to conduct appropriate information disclosures.
The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.
The Board of Directors of the Company proposed that:
The above proposal shall be submitted to the AGM as a special resolution for consideration and approval
by the Shareholders.
The Company seeks to obtain approval from its Shareholders to approve the proposal regarding the granting of general mandate to the Board of
Directors to issue domestic shares and/or overseas listed foreign shares.
Scope of the authorisation is set out below:
“Benchmarked Price” means the higher of:
“General Mandate” means the general mandate to be approved in this resolution;
“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:
No shareholders’ class meetings shall be required to be convened by the Company when the Board of Directors exercises the General
Mandate to issue A Shares. If, as required by the relevant domestic law and regulations in the PRC, a general meeting needs to be convened even if the General Mandate to issue Shares is obtained, then it is still subject to the approval by all
Shareholders at the general meeting.
As at the Latest Practicable Date, the Company had 15,698,093,359 Shares in issue comprising 10,997,709,919 A Shares and
4,700,383,440 H Shares. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company will be allowed to allot, issue and deal with up to a maximum of 2,199,541,983 A
Shares and/or 940,076,688 H Shares on the basis that no further A Shares and/or H Shares will be issued by the Company prior to the General Meeting.
The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.
Loan Agreement and Guarantee Contract
Hong Kong Energy is funded and established jointly by Shandong Company and Shandong Ruyi Technology Group in May 2014. Shandong
Company and Shandong Ruyi Technology Group each holds a 50% equity interest in Hong Kong Energy. Hong Kong Energy, as the investment entity of the Sahiwal project, has incorporated a Pakistani Company in Pakistan. The scope of operation of Hong
Kong Energy is the development of power (and heat), investment, construction, management, coal business, transportation, investment in the related industries, and the business of investment company. Hong Kong Energy is a non-wholly owned subsidiary
of Shandong Company, whilst Shandong Company is a controlled subsidiary of the Company.
Hong Kong Energy (the parent company of Pakistan Company) and Treasury Centre entered into the Loan Agreement with a term of
three years on 24 March 2020. According to the Loan Agreement, Hong Kong Energy can sub-loan to Pakistan Company in the form of shareholder loans, and that Shandong Company and Shandong Ruyi Technology Group will undertake to Treasury Centre the
repayment of the loan in proportion to their shareholding in Hong Kong Energy.
On 24 March 2020, Shandong Company entered into the Guarantee Contract with Treasury Centre. According to the Guarantee Contract,
the guarantee is given on a joint and several liability basis, and the guaranteed amount is 50% of the loan (i.e. US$100 million) under the Loan Agreement. The guarantee period is three years from the effective date of the Guarantee Contract to the
expiry of the performance period of the guaranteed debt. Shandong Ruyi Technology Group, the other shareholder of Hong Kong Energy, shall undertake the guarantee obligation for the remaining 50% debt under the Loan Agreement.
Relationship between the Company, Shandong Company and Hong Kong Energy
As at the Latest Practicable Date, Hong Kong Energy is a subsidiary of the Company. Huaneng Group holds a 75% direct equity
interest and a 25% indirect equity interest in HIPDC, whilst HIPDC, being the direct controlling shareholder of the Company, holds a 32.28% equity interest in the Company. Huaneng Group also holds a 9.91% direct equity interest in the Company, a
3.01% indirect equity interest in the Company through China Huaneng Group Hong Kong Limited (a wholly-owned subsidiary of Huaneng Group), and a 0.39% indirect equity interest in the Company through China Huaneng Finance Corporation Limited (a
controlled subsidiary of Huaneng Group). Huaneng Group is the ultimate controlling shareholder of the Company, and holds a 100% direct equity interest in Treasury Centre, which is a wholly-owned subsidiary of Huaneng Group. Under Chapter 14A of the
Hong Kong Listing Rules, Huaneng Group is a connected person of the Company. The transaction between Huaneng Group (including its subsidiaries, its associates and Treasury Centre) and the Company and its subsidiaries constitutes a connected
transaction of the Company, which shall be subject to the relevant disclosure and/or the independent shareholders’ approval under the Hong Kong Listing Rules.
Implications under the Hong Kong Listing Rules
According to the Hong Kong Listing Rules, the Loan Agreement is a connected transaction in which a connected person of the
Company provides financial assistance to a subsidiary of the Company. As the Loan Agreement is entered into on normal commercial terms or better, and is not secured by the assets of the Company and its subsidiaries, under Rule 14A.90 of the Hong
Kong Listing Rules, the financial assistance of the Loan Agreement shall be exempt from reporting, announcement and independent shareholders’ approval requirements. In terms of the Guarantee Contract, it is a connected transaction in which a
subsidiary of the Company provides the guarantee to a connected person of the Company. As the Guarantee Contract is entered into on normal commercial terms or better, and Shandong Ruyi Technology Group, the other shareholder of Hong Kong Energy,
undertakes the guarantee obligation in proportion to the shareholding in respect of the repayment obligations of the remaining 50% loan of the Loan Agreement, under Rule 14A.89 of the Hong Kong Listing Rules, the guarantee under the Guarantee
Contract shall also be exempt from reporting, announcement and independent shareholders’ approval requirements.
However, according to Shanghai Listing Rules, the guarantee needs to be approved by Shareholders at general meeting of the
Company. The Company proposes to seek the approval of the shareholders regarding Shandong Company undertaking guarantee for Hong Kong Energy in proportion to the shareholding in respect of the repayment obligations of 50% loan (i.e. not exceeding
US$100 million) under the Loan Agreement.
Board Confirmation
The Board of the Company has approved the resolutions regarding the subsidiary of the Company borrowing from a connected person
and Shandong Company undertaking the guarantee for the subsidiary. The Directors are of view that Hong Kong Energy will be able to repay the loan on schedule and the overall risk Shandong Company took this time is relatively low. The Loan Agreement
and the Guarantee Contract will not cause any material impact on the financial position of
the Company and will not prejudice the interests of the Company and its shareholders. For the resolution approving the subsidiary of the Company
borrowing from a connected person, Messrs. Zhao Keyu, Huang Jian and Wang Yongxiang abstained from voting on such board resolution relating to the transaction. The resolution was voted by Directors who are not connected to the transaction.
The Directors (including independent non-executive Directors) are of the view that the Loan Agreement and Guarantee Contract were
entered into: (i) on normal commercial terms or better, and is not secured by the assets of Company and its subsidiaries; (ii) on terms that are fair and reasonable and are in the interests of the Company and its Shareholders as a whole; and (iii)
in the ordinary and usual course of business of the Company.
The Company seeks the Shareholders’ approval for Shandong Company to provide the guarantee for its subsidiary. The resolution
shall be submitted to the AGM as an ordinary resolution for consideration and approval by the Shareholders.
No shareholder is required to abstain from voting in connection with the matters to be resolved at the AGM. Pursuant to Rule 13.39(4) of the Hong
Kong Listing Rules, voting at the AGM will be conducted by poll. The poll results will be published on the websites of the Company and of the Hong Kong Stock Exchange in accordance with the Hong Kong Listing Rules following the AGM.
A notice convening the AGM, reply slip and a form of proxy for use at the AGM have been sent to Shareholders on 29 April 2020. Whether or not you
intend to attend the meeting in person, you are requested to complete and return the reply slip and the form of proxy in accordance with the instructions printed thereon. The form of proxy should be completed and returned to Hong Kong Registrars
Limited (for holders of H Shares of the Company) at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or to the Company’s head office in China (for holders of Domestic Shares of the Company) as soon as possible and in any event not
later than 24 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.
The Board believes that the proposed resolutions set out in the notice of the AGM are in the best interests of the Company and the Shareholders as a
whole. Accordingly, the Board recommends that all Shareholders vote in favor of the resolutions as set out in the notice of the AGM.
Your attention is drawn to the other information set out in the appendix to this circular.
This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in
compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in
this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Biographies of the Directors and Supervisors (as at the Latest Practicable Date) proposed to be elected and appointed at the AGM
are set out as follows:
Directors
Executive Director
ZHAO Keyu, aged 54, currently is the Chairman of and the
Secretary of Communist Party Committee of the Company. He previously served as the Human Resource Manager of Shandong Luneng Group Co. Ltd., Chairman and President of Beijing Deyuan Investment Co. Ltd., Vice President of Huaneng Shandong Power
Generation Co. Ltd., the Chief of the Planning Department, the Director of General Office, the Director of Party Group Office and the Secretary of Party Group of Huaneng Group, and the President and the Deputy Secretary of Communist Party Committee
of the Company. Mr. Zhao graduated from Shandong University of Technology (currently known as Shandong University), with a major in relay protection and automatic telecontrol. He holds a master’s degree in engineering from Wuhan University. Mr.
Zhao is a senior political work specialist.
Save the work relationship disclosed in the qualifications above, Mr. Zhao does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers. Nor has Mr. Zhao been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.
The Company proposes to re-appoint Mr. Zhao as the Executive Director for a term of three years. Mr. Zhao will not receive any director’s fees. Save
for the above, as at the Latest Practicable Date, Mr. Zhao does not (i) have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any
other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO..
In addition, there is no other information in relation to Mr. Zhao which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
ZHAO Ping, aged 58, is currently the President and the
Deputy Secretary of Communist Party Committee of the Company. He previously served as the Deputy Chief, Chief, Deputy Manager of Biotechnology Division of Production Department of HIPDC, an assistant to the Manager (Director) of Huaneng Fuzhou
Branch (Power Plant), Deputy Manager and Manager of Security and Production Department, Deputy Manager of Planning Department, Manager of International Cooperation and Commerce Department, Deputy Chief Engineer, Chief Engineer, Deputy President of
Huaneng Power International. Mr. Zhao graduated from Tsinghua University with a major in thermal energy engineering and holds an EMBA degree from University of Science and Technology, Beijing and the University of Texas Arlington. He is a
professor-grade senior engineer.
Save the work relationship disclosed in the qualifications above, Mr. Zhao does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers. Nor has Mr. Zhao been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.
The Company proposes to appoint Mr. Zhao as the Executive Director for a term of three years. Mr. Zhao will not receive any director’s fees. Save
for the above, as at the Latest Practicable Date, as the Latest Practicable Date, Mr. Zhao does not (i) have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company; (ii)
hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Zhao which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
Non-executive Directors
HUANG Jian, aged 58, a Director of the Company since August
2008 and is currently a dedicated Director appointed by Huaneng Group. He previously served as Deputy Chief of Cost and Price Division and Chief of Price General Division of Finance Department of HIPDC, Chief Accountant of HIPDC Beijing Branch,
Deputy Chief of Finance Department of HIPDC, Deputy Chief Accountant, Chief Accountant, Vice President and Secretary of the Board of Directors of Huaneng Power International, Deputy Chief Economist and Director of Budget and Comprehensive Planning
Department of Huaneng Group, Assistant to General Manager of Huaneng Group, Chairman of Huaneng Capital Services Co., Ltd., Chairman of Huaneng Hainan Power Generation Co., Ltd., Chairman of Huaneng Carbon Asset Management Co., Ltd., and Chairman
of the Supervisory Board of Huaneng Renewables Corporation Limited (formerly a company listed on the Hong Kong Stock Exchange). Mr. Huang graduated from the Department of Accounting of Institute of Fiscal Science of the Ministry of Finance with a
postgraduate degree of master in accounting. He is a senior accountant.
Save the work relationship disclosed in the qualifications above, Mr. Huang does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Huang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Huang Jian does not hold any shares of Huaneng
Power International.
The Company proposes to re-appoint Mr. Huang as the Non-executive Director for a term of three years. Mr. Huang will not receive any director’s
fees. Save for the above, Mr. Huang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company
within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Huang which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
WANG Kui, aged 53, is currently the Chief of the Planning
and Development Department of Huaneng Group. He previously served as Deputy Chief of Planning Division of Comprehensive Planning Department, Deputy Chief (in charge of) and Chief of Planning Division of Planning Department of Huaneng Group, Deputy
Leader of Preparatory Group and the Vice President of Huaneng Xinjiang Energy Development Co., Ltd., a member of the Standing Committee and Vice Governor of the Communist Party Committee of Xinjiang Kizilsu Kirgiz Autonomous Prefecture, the Vice
President and the President of Shanxi Branch of Huaneng Group. He graduated from Beijing University of Economics with a major in quantitative economics. He holds an EMBA degree from Guanghua School of Management of Peking University. He is a senior
engineer.
Save the work relationship disclosed in the qualifications above, Mr. Wang does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Wang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Wang does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Wang as the Non-executive Director for a term of three years. Mr. Wang will not receive any director’s fees,
and other remuneration will be announced after confirmation. Save for the above, Mr. Wang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does
he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Wang which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
LU Fei, aged 56, is currently the Director of Budget and
Comprehensive Planning Department of Huaneng Group. He previously served as the Assistant to the Manager (Director), Deputy Manager (Deputy Director) of Huaneng Nantong Branch (Power Plant), Deputy Manager of Fuel Department, Deputy Manager (Vice
President) of Fuel Department (Corporate), Manager of Budgeting Department of Huaneng Power International, Director of Operation Coordination Department and Director of Sales and Marketing Department of Huaneng Group. He graduated from Zhejiang
University with a major in thermal power engineering, and holds an EMBA degree from School of Economics and Management of Tsinghua University. He is a senior engineer.
Save the work relationship disclosed in the qualifications above, Mr. Lu does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Lu been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Lu does not hold any shares of Huaneng Power
International.
The Company proposes to appoint Mr. Lu as the Non-executive Director for a term of three years. Mr. Lu will not receive any director’s fees. Mr. Lu
does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the
SFO.
In addition, there is no other information in relation to Mr. Lu which is disclosable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
TENG Yu, aged 57, is currently the Director of Finance
Department of Huaneng Group. He previously served as the Deputy Director of Finance Department and the Director of Audit Department of Yimin Coal and Electricity Co., Ltd., the Manager of Finance Department and the Deputy Chief Accountant of Yimin
Huaneng Dongdian Coal and Electricity Co. Ltd., the Deputy Chief Accountant and Chief Accountant of Huaneng Yimin Coal and Electricity Co. Ltd., the Deputy Chief Accountant, Chief Accountant, Vice President of Huaneng Hulunbuir Energy Development
Co. Ltd. He graduated from the Party School of the Central Committee of Communist Party Committee with a degree majoring in economic management. He is a senior accountant.
Save the work relationship disclosed in the qualifications above, Mr. Teng does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Teng been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Teng does not hold any shares of Huaneng Power
International.
The Company proposes to appoint Mr. Teng as the Non-executive Director for a term of three years. Mr. Teng will not receive any director’s fees. Mr.
Teng does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of
the SFO.
In addition, there is no other information in relation to Mr. Teng which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
MI Dabin, aged 52, a Director of the Company since 18
September 2014 and is currently the Vice President, the Vice Secretary of Communist Party Committee and Vice Chairman of Hebei Construction & Investment Group Co., Ltd., the Chairman and the Secretary of Communist Party Committee of Hebei
Financing and Investment Holding Group Limited, the Chairman of Hebei Xingtai Power Generation Co., Ltd., and the Chairman of Huihai Financing and Leasing Co., Ltd.. He previously served as the President and the Chairman of Hebei Jointo Energy
Investment Co., Ltd., (listed company on the SZSE) the Chief Engineer, Vice President and President of Qinhuangdao Power Generation Co., Ltd., the President of Qinhuangdao Thermal Power Generation Co., Ltd., an assistant to the President and the
Head of Production and Operation Department of Hebei Construction & Investment Group Co., Ltd., the President of
Qinhuangdao Power Generation Co., Ltd. and Qinhuangdao Thermal Power Generation Co., Ltd. He graduated from North China Electric Power University,
majoring in power engineering, and holds a master’s degree. He is a senior engineer.
Save the work relationship disclosed in the qualifications above, Mr. Mi does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Mi been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Mi Dabin does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Mi as the Non-executive Director for a term of three years. Mr. Mi will not receive any director’s fees. Save
for the above, Mr. Mi does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the
meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Mi which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
CHENG Heng, aged 57, is Director of the Company since June
2017 and is currently the Vice President (group department president level) of the Energy Department of Jiangsu Guoxin Investment Group Limited, the Vice Chairman of Jiangsu Changshu Electric Power Generating Company Limited, the Vice Chairman of
Jiangsu Ligang Electric Power Co., Ltd., and the Vice Chairman of Yangcheng International Electric Power Co., Ltd. He previously served as the deputy manager of the Planning Department of Jiangsu International Trust and Investment Corporation, Vice
President of Changshu Power Generation Co., Ltd., President of Energy Investment Division 2 of Jiangsu Provincial Investment Management Co., Ltd., and the Vice President of Jiangsu Provincial Investment Management Co., Ltd. He is a university
graduate and an economist.
Save the work relationship disclosed in the qualifications above, Mr. Cheng does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Cheng been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Cheng does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Cheng as the Non-executive Director for a term of three years. Mr. Cheng will not receive any director’s
fees. Save for the above, Mr. Cheng does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company
within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Cheng which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
GUO Hongbo, aged 52, a Director of the Company since
February 2012 and is currently the Chairman and the Secretary of the Communist Party Committee of Liaoning Energy Industry Holding Group Co., Ltd., the Chairman and the Secretary of Communist Party Committee of Liaoning Energy Investment (Group)
Co., Ltd.. He previously served as the President and the Vice Chairman of Liaoning Energy Investment (Group), a Director of Haitong Securities Co., Ltd., (listed company on the SSE and the Hong Kong Stock Exchange), a Director of Shenyang Jinshan
Energy Co., Ltd. (listed company on the SSE), and the vice chairman of Liaoning Haitong New Energy Low-Carbon Industrial Equity Investment Fund Limited. Mr. Guo graduated from Jilin University with a major in administrative management, and holds a
master degree in management (postgraduate diploma). He is a professor-grade senior engineer.
Save the work relationship disclosed in the qualifications above, Mr. Guo does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Guo been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Guo does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Guo as the Non-executive Director for a term of three years. Mr. Guo will not receive any director’s fees.
Mr. Guo does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV
of the SFO.
In addition, there is no other information in relation to Mr. Guo which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
LIN Chong, aged 57, a Director of the Company since June
2017 and is currently the Vice President and a Member of CPC Committee of Fujian Investment & Development Group Co., Ltd., the Vice Chairman of Fujian Mindong Electric Power Limited Company (listed company on the SZSE), the Vice Chairman of
Fujian Sanming Nuclear Power Co., Ltd., the Vice Chairman of Chinalco Southeast Copper Co., Ltd., the director of Fujian Motor Industry Group Co., Ltd., the director of Fujian Fuqing Nuclear Power Co., Ltd. and the Director of Xiamen King Long
Motor Group Co., Ltd. (listed on the SSE). Mr. Lin has formerly served as the assistant to the General Manager of Fujian Investment & Development Group Co., Ltd., the Director of the Preparatory Office for Fuzhou Baiyun Pumped Storage
Hydropower Station, and the Chairman of Fujian Zhongmin Energy Investment Co., Ltd (listed company on the SSE). He graduated from Chongqing University where he majored in electric power system and its automation and holds a master’s degree of
science in engineering (postgraduate diploma). Mr. Lin is a senior engineer.
Save the work relationship disclosed in the qualifications above, Mr. Lin does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Lin been subject to any punishment by CRSC or other related departments, or reprimand by any stock exchanges. Mr. Lin does not hold any shares of Huaneng Power
International.
The Company proposes to appoint Mr. Lin as the Non-executive Director for a term of three years. Mr. Lin will not receive any director’s fees. Save
for the above, Mr. Lin does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does she have any interests in the Shares of the Company within the
meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Lin which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is she involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
Independent Non-executive Directors
XU Mengzhou, aged 70, an Independent Non-executive Director
of the Company since June 2016 and is currently an Independent Director of Shandong Hualu-Hengsheng Chemical Co., Ltd. (listed company on the SSE), and an Independent Director of Beijing Handi Mobile Internet Technology Co., Ltd. (non-listed
company) and the Vice President of Association of Banking Law of China Law Society. He served as a professor of Renmin University of China. He graduated from the RUC, with a doctor’s degree in Economic Laws.
Save the work relationship disclosed in the qualifications above, Mr. Xu does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers. Nor has Mr. Xu been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Xu does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Xu as the Independent Non-executive Director for a term of three years. The pre-tax annual director’s fees of
Mr. Xu will be RMB300,000 (tax included). Save for the above, Mr. Xu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests
in the Shares of the Company within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Xu which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
LIU Jizhen, aged 69, an Independent Non-executive Director
of the Company since June 2017 and is currently a Director of the National Key Laboratory of New Energy Power System of North China Electric Power University, a chief scientist of the 973 Program, the Vice President of the China Electricity
Council, a fellow of the Institution of Engineering and Technology (FIET) and an Independent Director of Datang International Power Generation Co., Ltd (listed company on the SSE and the Hong Kong Stock Exchange). Mr. Liu was formerly the President
of Wuhan University of Hydraulic and Electrical Engineering and the President of North China Electric Power University, the Vice President of the Chinese Society for Electrical Engineering and the Vice President of the Chinese Society of Power
Engineering. He is a professor an a doctoral supervisor.
Save the work relationship disclosed in the qualifications above, Mr. Liu does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Liu been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Liu does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Liu as the Independent Non-executive Director for a term of three years. The annual director’s fees of Mr.
Liu will be RMB300,000 (tax included). Save for the above, Mr. Liu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests
in the Shares of the Company within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Liu which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
XU Haifeng, aged 65, an Independent Non-executive Director
of the Company since June 2017. He successively served as the Chairman and President of Beijing-Shanghai China Railway Express Co., Ltd., the director and Vice President of Beijing-Shanghai High Speed Railway Co., Ltd., the Vice Managing
Commander-in-Chief of the General Headquarters for the Construction of Beijing-Shanghai High Speed Railway of the Ministry of Railways, and the Vice Chairman and President of Beijing-Shanghai High Speed Railway Co., Ltd. He graduated from Beijing
Jiaotong University where he majored in transportation organization and automation. He has an EMBA degree from the Guanghua School of Management of Peking University.
Save the work relationship disclosed in the qualifications above, Mr. Xu does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Xu been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Xu does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Xu as the Independent Non-executive Director for a term of three years. The annual director’s fees of Mr. Xu
will be RMB300,000 (tax included). Save for the above, Mr. Xu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the
Shares of the Company within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Xu which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
ZHANG Xianzhi, aged 63, an Independent Non-executive
Director of the Company since June 2017 and is currently a professor and a doctoral supervisor of Dongbei University of Finance and Economics, and a National Outstanding Teacher. He is serving concurrently as an Expert of Management Accounting
Consulting of Ministry of Finance, an independent director of Yingkou Port Liability Co., Ltd. (listed
company on the SSE) and Dalian Zhiyun Automation Co., Ltd. (listed company on the SZSE), Mr. Zhang was formerly an accountant of Dalian City
Transportation Bureau, a researcher of Dalian Economic Commission, vice dean of the accounting school of Dongbei University of Finance and Economics, and director of Sino-German Management and Control Research Centre, etc. He graduated from Dongbei
University of Finance and Economics with a bachelor’s and master’s degree in accounting. He holds a doctoral degree in industrial economics.
Save the work relationship disclosed in the qualifications above, Mr. Zhang does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Zhang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Zhang does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Zhang as the Independent Non-executive Director for a term of three years. The annual director’s fees of Mr.
Zhang will be RMB300,000 (tax included). Save for the above, Mr. Zhang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any
interests in the Shares of the Company within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Zhang which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
XIA Qing, aged 63, is currently a professor in Tsinghua
University, Member of the China Energy Research Council, the Expert of the National Electricity Exchange Agency Alliance, the Expert of China Southern Power Grid Corporation, the Expert of China Datang Power Generation Group, the Expert of State
Grid NARI Group, the Deputy Director of the Power Market Special Committee of China Electrical Engineering Society, the Deputy Chairman of China Power Reform Forum (中國電改30人論壇), the Deputy Chairman of the Energy Storage Committee of the China Energy Research Association, the Independent Director of Tellhow Sci-tech Co., Ltd. (listed company on the
SSE), the Independent Director of Shanghai Zhixin Electric Co., Ltd. (listed company on the SSE). He previously served as the Independent Director of the Eighth Session of Board of Directors of the Company. He graduated from Tsinghua University
with a doctoral degree in power system and automation.
Save the work relationship disclosed in the qualifications above, Mr. Xia does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Xia been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Xia does not hold any shares of Huaneng Power
International.
The Company proposes to appoint Mr. Xia as the Supervisor for a term of three years. The annual director’s fees of Mr. Xia will be RMB300,000 (tax
included). Save for the above, Mr. Xia does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company
within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Xia which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
shareholders of the Company.
Supervisors
LI Shuqing, aged 57, is currently the Deputy Chief Engineer
of Huaneng Group, the Chairman and the Secretary of Communist Party Committee of HIPDC, the Chief of Power Development Business Division (Shale Gas Exploitation and Utilization Office) of Huaneng Group, and the President of GreenGen Co., Ltd. He
previously served as the Assistant to the Director Huaneng Shanghai Shidongkou Second Power Plant, the Deputy Manager (Deputy Director), the Manager (Director) of Shanghai Branch (Shidongkou Second Power Plant) of Huaneng Power International, the
President of East China Branch of Huaneng Group (Shanghai Branch of Huaneng Power International), the Vice President of Huaneng Power International, the Executive Director and the President of Huaneng Hulunbuir Energy Development Co., Ltd., the
Chairman and the Secretary of Communist Party Committee of Huaneng Shandong Power Generation Co., Ltd. He holds an EMBA degree from Guanghua School of Management of Peking University. He is a senior engineer.
Save the work relationship disclosed in the qualifications above, Mr. Li does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Li been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Li does not hold any shares of Huaneng Power
International.
The Company proposes to appoint Mr. Li as the Supervisor for a term of three years. Mr. Li will not receive any supervisor’s fees. Save for the
above, Mr. Li does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of
Part XV of the SFO.
In addition, there is no other information in relation to Mr. Li which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
MU Xuan, aged 45, is the Vice Chairman of the Supervisory
Committee of the Company, the Vice President and a Member of Communist Party Committee of Dalian Construction Investment Group Co., Ltd., the Chairman and President of Dalian LNG Pipeline Co., Ltd. He was the assistant to the President of Dalian
Construction Investment Co., Ltd. and the assistant to the President of Dalian Construction Investment Group Co., Ltd. He graduated from Dongbei University of Finance and Economics, majoring in technical economy and management and a certified
accountant. He is a master’s degree postgraduate.
Save the work relationship disclosed in the qualifications above, Mr. Mu Xuan does not have any other connections and relationships with Huaneng
Power International, its controlling shareholders or de facto controllers, nor has Mr. Mu been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges. Mr. Mu Xuan does not hold any shares of Huaneng
Power International.
The Company proposes to re-appoint Mr. Mu as the Supervisor for a term of three years. The pre-tax annual supervisor’s fees of Mr. Mu will be
RMB48,000. Save for the above, Mr. Mu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company
within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Mu which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
YE Cai, aged 53, is currently the Director of Audit
Department of Huaneng Group. He previously served as the Deputy Director of Finance Department, the Deputy Director of Fund Department, the Director of the Second Finance and Accounting Department, the Director of the First Finance and Accounting
Department, the Deputy Manager of Finance Department of Huaneng Group, the Chief Accountant of North United Power Co., Ltd., the Director of Finance Department of Huaneng Group. He graduated from Zhongnan University of Finance and Economics with a
major in accounting and holds an EMBA degree from School of Economics and Management of Tsinghua University. He is a senior accountant.
Save the work relationship disclosed in the qualifications above, Mr. Ye does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Ye been subject to any punishment by CSRS or other related departments, or reprimand by any stock exchanges. Mr. Ye does not hold any shares of Huaneng Power
International.
The Company proposes to appoint Mr. Ye as the Supervisor for a term of three years. Mr. Ye will not receive any supervisor’s fees. Save for the
above, Mr. Ye does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of
Part XV of the SFO.
In addition, there is no other information in relation to Mr. Ye which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
Shareholders of the Company.
GU Jianguo, aged 54, is currently a Supervisor of the
Company, the Chairman of Nantong Investment & Management Limited, and the Vice Chairman and the Vice President of Nantong Industries Holding Group Co., Ltd. He was the Chief of Nantong Investment Management Centre, Director and President of
Nantong Investment & Management Limited Company. He graduated from Nanjing University of Aeronautics and Astronautics with a bachelor’s degree. He is an economist. He holds a Master of Business Administration from Antai College of Economics and
Management (ACEM) at Shanghai Jiao Tong University.
Save the work relationship disclosed in the qualifications above, Mr. Gu does not have any other connections and relationships with Huaneng Power
International, its controlling shareholders or de facto controllers, nor has Mr. Gu been subject to any punishment by CSRS or other related departments, or reprimand by any stock exchanges. Mr. Gu does not hold any shares of Huaneng Power
International.
The Company proposes to re-appoint Mr. Gu as the Supervisor for a term of three years. The pre-tax annual supervisor’s fees of Mr. Gu will be
RMB48,000. Save for the above, Mr. Gu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company
within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Gu which is discloseable pursuant to any of the requirements set out in Rules
13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the
shareholders of the Company.
