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-__________. )
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.
RESOLUTIONS PASSED AT
2020 SECOND EXTRAORDINARY GENERAL MEETING
Reference is made to the notice of meeting of 2020 extraordinary general meeting (the “EGM” or the “Meeting”) of Huaneng Power International, Inc. (the “Company”) issued on 6 November 2020 and the supplemental notice of the EGM issued on 2 December 2020 (collectively, the “Notice”). 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 the Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng
District, Beijing, the PRC at 9:00 a.m. on 22 December 2020 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, Mr. Zhao Keyu (Chairman) presided over the Meeting as the chairman of the Meeting.
Seven out of 15 directors of the Company attended the Meeting. Wang Kui (Director), Lu Fei (Director), Mi Dabin (Director), Cheng Heng
(Director) and Lin Chong (Director), Liu Jizhen (independent non-executive Director), Zhang Xianzhi (independent non-executive Director) and Xia Qing (independent non-executive Director) were unable to attend the Meeting due to other work reasons;
One out of 6 of the Supervisors of the Company attended the Meeting; Li Shuqing (Chairman of the Supervisory Committee), Mu Xuan (Vice Chairman of the Supervisory Committee),
Ye Cai (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. 2 December 2020), 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, China Huaneng Finance Corporation Limited and China Huaneng Group Treasury Management (Hong Kong) 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 7,286,576,866 ordinary shares of the Company, representing approximately 46.42% 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 4 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 provisions of the Company Law and the Articles of Association of the Company, resolutions numbered 1 to 5
(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. Shi Jinning, lawyers from Haiwen & Partners, which 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
23 December 2020
LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION
The members of the board of Directors (“Board”)
of Huaneng Power International, Inc., are set out below:
Executive Directors
Zhao Keyu (Chairman)
Zhao Ping
Non-executive Directors
Huang Jian Wang Kui Lu Fei Teng Yu Mi Dabin
Cheng Heng Li Haifeng Lin Chong
Independent Non-executive Directors
Xu Mengzhou Liu Jizhen
Xu Haifeng Zhang Xianzhi Xia Qing
There are four Board specialized committees. The table below provides membership information of these committees on which
each Board member serves:
Beijing, the PRC
23 December 2020