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.
(A Sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
RESOLUTIONS PASSED AT
2017 FIRST EXTRAORDINARY GENERAL MEETING
This announcement sets out the resolution passed at the EGM convened on 24 January 2017.
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Reference is made to the notice of meeting of 2017 first extraordinary general meeting (the “EGM” or the “Meeting”) of Huaneng Power International, Inc. (the “Company”) dated 6 December 2016.
The Company convened the EGM at Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the People’s Republic of China on 24 January 2017 at 9:00 a.m.. The convening of the Meeting was in compliance with the Company Law of the PRC and relevant provisions of the Articles of Association of the Company. The Meeting was convened by the board of directors of the Company. Liu Guoyue, director of the Company, presided over the EGM as the chairman of the Meeting. Relevant members of the board of directors of the Company, Supervisors, Company Secretary and management of the Company attended the Meeting.
As at the record date (i.e. 4 January 2017), there were 15,200,383,440 shares of the Company in total 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 are set out below:
1.
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Number of Shareholders and proxies who attended the EGM (person(s))
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28
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Of which:
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A Shares
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20
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H Shares
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8
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2.
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Total number of Shares carrying voting rights held by Shareholders and proxies who attended the EGM (share)
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10,831,209,692
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Of which:
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A Shares
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8,870,069,839
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H shares
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1,961,139,853
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3.
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Percentage of the total number of Shares held by Shareholders and proxies who attended the EGM relative to the total number of Shares carrying voting rights of the Company (%)
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71.256161%
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Of which:
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A Shares
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58.354251%
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H shares
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12.901910%
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According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), China Huaneng Group, 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 7,167,926,520 ordinary shares of the Company, representing approximately 47.16% of the total issued shares of the Company as at the record date, had abstained from voting on the resolutions 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.
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.
After reviewing the resolutions proposed by the board of directors, the shareholders of the Company and their proxies present at the Meeting resolved through voting by way of poll to approve the following resolutions:
ORDINARY RESOLUTIONS
1.
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To consider and approve the “Resolution regarding the continuing connected transactions for 2017 between the Company and Huaneng Group”.
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3,649,000,123 shares, representing approximately 99.611431% of the total number of shares held by the shareholders (including proxies) present at the EGM carrying voting rights, voted for and 14,234,209 shares voted against.
2.
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To consider and approve the “Resolution regarding the continuing connected transactions (from 2017 to 2019) between the Company and Huaneng Finance”.
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2,871,226,813 shares, representing approximately 78.379229% of the total number of shares held by the shareholders (including proxies) present at the EGM carrying voting rights, voted for and 792,022,799 shares voted against.
3.
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To consider and approve the “Resolution regarding the continuing connected transactions (from 2017 to 2019) between the Company and Tiancheng Leasing”.
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3,648,657,126 shares, representing approximately 99.600739% of the total number of shares held by the shareholders (including proxies) present at the EGM carrying voting rights, voted for and 14,626,046 shares voted against.
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By order of the Board
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Huaneng Power International, Inc
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Du Daming
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Company Secretary
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As at the date of this announcement, the directors of the Company are:
Cao Peixi (Executive Director)
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Li Zhensheng (Independent Non-executive Director)
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Guo Junming (Non-executive Director)
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Yue Heng (Independent Non-executive Director)
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Liu Guoyue (Executive Director)
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Geng Jianxin (Independent Non-executive Director)
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Li Shiqi (Non-executive Director)
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Xia Qing (Independent Non-executive Director)
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Huang Jian (Non-executive Director)
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Xu Mengzhou (Independent Non-executive Director)
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Fan Xiaxia (Executive Director)
Mi Dabin (Non-executive Director)
Guo Hongbo (Non-executive Director)
Zhu Yousheng (Non-executive Director)
Li Song (Non-executive Director)
Beijing, the PRC
25 January 2017