HUANENG POWER INTERNATIONAL, INC. 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.
This announcement sets out the resolutions passed at the AGM convened on 25 June 2015.
THE CONVENING OF AND ATTENDANCE AT THE AGM
Reference is made to the notice of meeting of 2014 annual general meeting (the "AGM" or the
"Meeting") of Huaneng Power International, Inc. (the "Company") dated 8 May 2015.
The AGM was held at 9:00 a.m. on 25 June 2015 at Conference Room A102, Huaneng Building, 6
Fuxingmennei Street, Xicheng District, Beijing, the People's Republic of China ("PRC"). 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. As entrusted by the board of directors of the Company, Mr. Guo Junming (Vice Chairman), presided over the Meeting 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.
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As at the record date (i.e. 4 June 2014), there were totally 14,420,383,440 shares of the Company entitled to attend the AGM to vote for or against the resolutions tabled thereat. A total of 64 shareholders and their proxies, representing 11,376,228,547 shares of the Company (representing
78.889917% of the total 14,420,383,440 shares having voting rights of the Company), attended the
AGM in person, the details of which are set out below:
Of which: A Shares 59
H Shares 5
Total number of Shares carrying voting rights (share) 11,376,228,547
Of which: A Shares 8,889,540,930
H Shares 2,486,687,617
According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), no persons should abstain from voting on the resolutions tabled at the Meeting. The Company was not aware of any parties indicating their intention to vote only against the resolutions proposed at the Meeting. Save as disclosed above and so far as is known to the Company, none of our shareholders was entitled to attend and abstain from voting in favour of the resolutions at the Meeting 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 Meeting for the purpose of vote-takings.
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STATUS OF THE RESOLUTIONSAfter 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. To consider and approve the working report from the Board of Directors of the Company for
2014
11,372,864,613 shares, representing approximately 99.992439% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 16,400 shares voted against.
2. To consider and approve the working report from the Supervisory Committee of the Company for 2014
11,372,864,613 shares, representing approximately 99.992439% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 16,400 shares voted against.
3. To consider and approve the audited financial statements of the Company for 2014
11,372,864,613 shares, representing approximately 99.992439% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 16,400 shares voted against.
4. To consider and approve the profit distribution plan of the Company for 2014
11,375,366,413 shares, representing approximately 99.992422% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 18,600 shares voted against.
5. To consider and approve the proposal regarding the appointment of the Company's auditors for
2015
11,011,615,078 shares, representing approximately 97.848983% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 239,705,029 shares voted against.
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SPECIAL RESOLUTIONS
6. To consider and approve the proposal regarding the issue of short-term debentures of the
Company
11,310,558,556 shares, representing approximately 99.422744% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 64,826,457 shares voted against.
7. To consider and approve the proposal regarding the issue of super short-term debentures
11,310,558,556 shares, representing approximately 99.422744% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 64,826,457 shares voted against.
8. To consider and approve the proposal regarding the mandate to issue debt financing instruments
(by way of non-public placement)
11,310,556,556 shares, representing approximately 99.422726% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 64,828,457 shares voted against.
9. To consider and approve the proposal regarding the mandate to issue debt financing instruments in or outside the People's Republic of China
11,310,558,556 shares, representing approximately 99.422744% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 64,826,457 shares voted against.
10. To consider and approve the proposal regarding the granting of the general mandate to the
Board of Directors to issue domestic shares and/or overseas listed foreign shares
9,948,859,595 shares, representing approximately 87.453057% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 1,426,525,418 shares voted against.
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ORDINARY RESOLUTIONS
11.00 To consider and approve the proposal regarding the change in the Directors of the Company
11.01 To elect Mr. Zhu Yousheng as the non-executive Director of the Eighth Session of the
Board of Directors of the Company
11,211,756,422 shares, representing approximately 98.911644% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 122,631,159 shares voted against.
11.02 To elect Mr. Geng Jianxin as the independent non-executive Director of the Eighth
Session of the Board of Directors of the Company
11,239,855,687 shares, representing approximately 99.193742% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 90,513,526 shares voted against.
11.03 To elect Mr. Xia Qing as the independent non-executive Director of the Eighth Session of the Board of Directors of the Company
11,266,263,956 shares, representing approximately 99.422535% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 64,591,257 shares voted against.
12. To consider and approve the proposal regarding the amendments to the articles of association of
Huaneng Power International, Inc.
11,364,575,945 shares, representing approximately 99.897571% of the total number of shares held by the shareholders (including proxies) present at the AGM carrying voting rights, voted for and 10,809,068 shares voted against.
The board of directors (the "Board") of the Company agrees that Mr. Zhu Yousheng shall act as a member of the Remuneration and Appraisal Committee, Mr. Geng Jianxin shall act the chairman of the Remuneration and Appraisal Committee, a member of each of the Audit Committee and the Nomination Committee and confirms that he will be the financial expert in the Audit Committee, and Mr. Xia Qing shall act as a member of each of the Strategy Committee, Audit Committee, Remuneration and Appraisal Committee. The positions mentioned above shall take effect on 25 June
2015.
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The resignation of Mr. Xu Zujian, Mr. Qi Yudong and Ms. Zhang Lizi from the position of non- executive Director and independent non-executive Directors of the Eighth Session of the Board shall take effect on 25 June 2015. The Board of the Company is satisfied with the work by Mr. Xu Zujian, Mr. Qi Yudong and Ms. Zhang Lizi during their terms of tenure, and pays high regards to the contribution they made towards the development of the Company over the years. It expresses its sincere gratitude to them.
2014 FINAL DIVIDEND Closure of Register of Members of H SharesIn order to determine the H Shareholders entitled to receive the final dividend for 2014 ("2014 Final
Dividend"), the Company will suspend registration of transfer of H Shares from 5 July 2015 to 10
July 2015 (both days inclusive).
Non-registered holders of H Shares of the Company who have not had their transfer documents registered must deposit the transfer documents accompanied by relevant share certificate(s) to the Company's H Share Registrar, Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 3 July
2015. The H Shareholders whose names are recorded in the register of members of the Company on
10 July 2015 are entitled to receive the 2014 Final Dividend.
Please refer to the announcement published by the Company on 18 June 2015 for further details regarding the taxation and other arrangement relating to the 2014 Final Dividend.
By Order of the Board Huaneng Power International, Inc Du Daming
Company Secretary
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As at the date of this notice, the directors of the Company are:
Cao Peixi
(Executive Director)
Guo Junming
(Non-executive Director)
Liu Guoyue (Executive Director) Li Shiqi
(Non-executive Director)
Huang Jian
(Non-executive Director)
Fan Xiaxia (Executive Director) Mi Dabin
(Non-executive Director)
Guo Hongbo
(Non-executive Director)
Zhu Yousheng
(Non-executive Director)
Li Song
(Non-executive Director)
Li Zhensheng
(Independent Non-executive Director)
Zhang Shouwen
(Independent Non-executive Director)
Yue Heng
(Independent Non-executive Director)
Geng Jianxin
(Independent Non-executive Director)
Xia Qing
(Independent Non-executive Director)
Beijing, the PRC
26 June 2015
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