Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 30 2022 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of June 2022
Commission File Number 001-13314
Huaneng Power International, Inc.
(Translation of registrant’s name into English)
Huaneng Power International, Inc.
Huaneng Building,
6 Fuxingmennei Street,
Xicheng District,
Beijing, 100031 PRC
(Address of principal executive office)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F
x Form 40-F ¨
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This Form 6-K consists of:
An announcement regarding resolutions passed at 2021 annual general
meeting of Huaneng Power International, Inc.(the "Registrant"), made by the Registrant on June 29, 2022.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
HUANENG POWER INTERNATIONAL, INC. |
|
|
|
By: |
/s/ Huang Chaoquan |
|
Name: |
Huang Chaoquan |
|
Title: |
Company Secretary |
|
|
Date: June 30, 2022 |
|
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 2021
ANNUAL GENERAL MEETING
The Board is pleased to announce that all resolutions set out in the Notice were
duly passed by the shareholders at the AGM held on 28 June 2022. |
Reference is made to the notice
of 2021 annual general meeting (the “AGM” or the “Meeting”) of Huaneng Power International, Inc.
(the “Company”) dated 13 May 2022 (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 AGM was held at the Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC at 9:00
a.m. on 28 June 2022 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. Mr. Zhao Keyu (Chairman) presided over the Meeting as the chairman of the Meeting.
8 out of 15 directors of the Company
attended the Meeting. Mi Dabin (Director), Cheng Heng (Director), Li Haifeng (Director), Lin Chong (Director), Liu Jizhen (independent
non-executive Director), Xu Haifeng (independent non-executive Director) and Xia Qing (independent non- executive Director) were unable
to attend the Meeting due to other work reasons; 2 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), Gu Jianguo (Supervisor) and Xia Aidong (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 AGM
As at the record date (i.e. 28 June
2022), there were totally 15,698,093,359 shares of the Company entitled to attend the AGM to vote for or against the resolutions tabled
thereat. Details of the shareholders and their proxies who attended the AGM which are set out below:
1. | |
Number of Shareholders and proxies who attended the Meeting (person(s)) | |
| 59 | |
| |
Of which: A Shares | |
| 53 | |
| |
H Shares | |
| 6 | |
2. | |
Total number of Shares carrying voting rights held by Shareholders who attended the Meeting (Share) | |
| 9,664,742,420 | |
| |
Of which: A Shares | |
| 8,383,230,300 | |
| |
H Shares | |
| 1,281,512,120 | |
3. | |
Percentage of the total
number of Shares held by Shareholders and proxies who attended the Meeting relative to the total number of Shares carrying voting
rights of the Company (%) | |
| 61.566346 | |
| |
Of which: A Shares (%) | |
| 53.402857 | |
| |
H Shares (%) | |
| 8.163489 | |
According to the Hong Kong Listing
Rules, no shareholder was required to abstain from voting in connection with the proposals considered at the Meeting. The Company was
not aware of any parties indicating their intention to vote against any of 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 AGM
As considered by Shareholders and their respective
proxies attending the AGM, relevant resolutions were voted by way of a combination of on-site voting and online voting. The voting results
of the AGM are set out as follows:
| |
| |
For | | |
Against | | |
Abstain | | |
Whether or |
Ordinary Resolutions | |
Type of votes | |
Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | | |
not passed |
1.
|
|
To consider and approve the proposal regarding the working report from
the Board of Directors of the Company for 2021
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,379,098,401
1,250,398,038
9,629,496,439 |
|
|
|
99.950712
97.572081
99.635314 |
|
|
|
4,014,565
28,055,602
32,070,167 |
|
|
|
0.047888
2.189257
0.331826 |
|
|
|
117,334
3,058,480
3,175,814 |
|
|
|
0.001400
0.238662
0.032860 |
|
|
Passed
|
2.
|
|
To consider and approve the proposal regarding the working report from
the Supervisory Committee of the Company for 2021
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,379,098,401
1,250,847,637
9,629,946,038 |
|
|
|
99.950712
97.607164
99.639966 |
|
|
|
4,014,565
27,605,763
31,620,328 |
|
|
|
0.047888
2.154155
0.327172 |
|
|
|
117,334
3,058,720
3,176,054 |
|
|
|
0.001400
0.238681
0.032862 |
|
|
Passed
|
3.
|
|
To consider and approve the audited financial statements of the
Company for 2021
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,378,736,001
1,248,453,836
9,627,189,837 |
|
|
|
99.946389
97.420369
99.611448 |
|
|
|
4,377,065
30,003,804
34,380,869 |
|
|
|
0.052213
2.341281
0.355735 |
|
|
|
117,234
3,054,480
3,171,714 |
|
|
|
0.001398
0.238350
0.032817 |
|
|
Passed
|
4.
|
|
To consider and approve the profit distribution plan of the Company for
2021
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,383,202,800
1,280,735,880
9,663,938,680 |
|
|
|
99.999672
99.939428
99.991684 |
|
|
|
27,500
625,600
653,100 |
|
|
|
0.000328
0.048817
0.006757 |
|
|
|
0
150,640
150,640 |
|
|
|
0.000000
0.011755
0.001559 |
|
|
Passed
|
5.
|
|
To consider and approve the proposal regarding the appointment of the
Company’s auditors for 2022
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,383,202,800
1,280,878,400
9,664,081,200 |
|
|
|
99.999672
99.950549
99.993158 |
|
|
|
27,500
556,400
583,900 |
|
|
|
0.000328
0.043418
0.006042 |
|
|
|
0
77,320
77,320 |
|
|
|
0.000000
0.006033
0.000800 |
|
|
Passed
|
| |
| |
For | | |
Against | | |
Abstain | | |
Whether or |
Special
Resolutions | |
Type
of votes | |
| Number | | |
| % | | |
| Number | | |
| % | | |
| Number | | |
| % | | |
not
passed |
6. | |
Proposals
regarding the issue of short-term debentures, super short term debentures and debt financing instruments (by way of non-public placement)
by the Company | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
6.01
|
|
To consider and approve the proposal regarding the issue of short-term
debentures by the Company
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,379,995,385
1,231,046,847
9,611,042,232 |
|
|
|
99.961412
96.062053
99.444370 |
|
|
|
3,234,915
50,213,753
53,448,668 |
|
|
|
0.038588
3.918320
0.553028 |
|
|
|
0
251,520
251,520 |
|
|
|
0.000000
0.019627
0.002602 |
|
|
Passed
|
6.02
|
|
To consider and approve the proposal regarding the issue of super short-
term debentures by the Company
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,379,995,385
1,231,031,447
9,611,026,832 |
|
|
|
99.961412
96.060851
99.444211 |
|
|
|
3,234,915
50,233,153
53,468,068 |
|
|
|
0.038588
3.919834
0.553228 |
|
|
|
0
247,520
247,520 |
|
|
|
0.000000
0.019315
0.002561 |
|
|
Passed
|
6.03
|
|
To consider and approve the proposal regarding the issue of debt
financing instruments (by way of non-public placement)
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,379,995,385
1,231,064,527
9,611,059,912 |
|
|
|
99.961412
96.063432
99.444553 |
|
|
|
3,234,915
50,248,833
53,483,748 |
|
|
|
0.038588
3.921058
0.553390 |
|
|
|
0
198,760
198,760 |
|
|
|
0.000000
0.015510
0.002057 |
|
|
Passed
|
7.
|
|
To consider and approve the proposal regarding the granting of the
general mandate of issue domestic and/or overseas debt financing
instruments |
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,379,995,385
1,231,114,687
9,611,110,072 |
|
|
|
99.961412
96.067346
99.445072 |
|
|
|
3,234,915
50,184,633
53,419,548 |
|
|
|
0.038588
3.916049
0.552726 |
|
|
|
0
212,800
212,800 |
|
|
|
0.000000
0.016605
0.002202 |
|
|
Passed
|
| |
| |
For | | |
Against | | |
Abstain | | |
Whether or |
Special Resolutions | |
Type of votes | |
Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | | |
not passed |
8.
|
|
To consider and approve the proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,336,793,588
860,730,391
9,197,523,979 |
|
|
|
99.446076
67.165217
95.165743 |
|
|
|
46,436,712
417,257,529
463,694,241 |
|
|
|
0.553924
32.559780
4.797792 |
|
|
|
0
3,524,200
3,524,200 |
|
|
|
0.000000
0.275003
0.036465 |
|
|
Passed
|
| |
| |
| |
| For | | |
| Against | | |
| Abstain | | |
Whether or |
Ordinary
Resolutions | |
Type
of votes | |
| Number | | |
| % | | |
| Number | | |
| % | | |
| Number | | |
| % | | |
not
passed |
9.
|
|
To consider and approve
the proposal regarding the provision of guarantee by the Company to its subsidiary Diandong Energy
|
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,375,840,687
1,148,905,097
9,524,745,784 |
|
|
|
99.911852
89.694523
98.557622 |
|
|
|
4,339,013
58,264,934
62,603,947 |
|
|
|
0.051759
4.548718
0.647797 |
|
|
|
3,050,600
73,738,830
76,789,430 |
|
|
|
0.036389
5.756759
0.794581 |
|
|
Passed
|
10.
|
|
To consider and approve the proposal
regarding the provision of guarantee by the Company to its subsidiary Diandong Yuwang |
|
A Shareholders
H Shareholders
All Shareholders |
|
|
8,375,840,687
1,148,953,137
9,524,793,824 |
|
|
|
99.911852
89.698274
98.558120 |
|
|
|
4,339,013
58,261,534
62,600,547 |
|
|
|
0.051759
4.548453
0.647761 |
|
|
|
3,050,600
73,694,190
76,744,790 |
|
|
|
0.036389
5.753273
0.794119 |
|
|
Passed
|
In accordance with the relevant
provisions of the Company Law and the Articles of Association of the Company, resolutions numbered 1 to 5 (inclusive) and resolutions
numbered 9 and 10 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 AGM in person or by proxies.
In accordance with the relevant
provisions of the Company Law and the Articles of Association of the Company, resolutions numbered 6 to 8 (inclusive) are special resolutions
and were passed by two- thirds or more of the total number of shares carrying voting rights held by those who attended the AGM 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 AGM for the purpose
of vote-takings.
WITNESS OF LAWYERS
The AGM was attended and witnessed
by Mr. Bian Hao and Ms. Shi Jinning, 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 AGM of the Company, the eligibility of the persons attending the AGM
and the voting procedures for the AGM were in compliance with the stipulations of the relevant laws and the Articles of Association, and
that the Meeting was lawful and valid.
By Order of the Board
Huaneng Power International,
Inc.
Huang Chaoquan
Company Secretary
As at the date of this announcement, the directors of the
Company are:
Zhao Keyu (Executive Director) Director) |
Xu Mengzhou (Independent Non-executive Director) |
Zhao Ping (Executive Director) |
Liu Jizhen (Independent Non-executive Director) |
Huang Jian (Non-executive |
Xu Haifeng (Independent Non-executive Director) |
Wang Kui (Non-executive Director) |
Zhang Xianzhi (Independent Non-executive Director) |
Lu Fei (Non-executive Director) |
Xia Qing (Independent Non-executive Director) |
Teng Yu (Non-executive Director) |
|
Mi Dabin (Non-executive Director) |
|
Cheng Heng (Non-executive Director) |
|
Li Haifeng (Non-executive Director) |
|
Lin Chong (Non-executive Director) |
|
|
|
Beijing, the PRC |
|
29 June 2022 |
|
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