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Netjoy Holdings Limited — AGM Information 2021
May 28, 2021
50390_rns_2021-05-28_bf7dfa72-45c9-49fc-9efa-24050ee7d7f1.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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(Stock Code: 902)
SUPPLEMENTAL NOTICE OF 2020 ANNUAL GENERAL MEETING
Reference is made to the notice (the “ Notice of the Annual General Meeting ”) of the 2020 annual general meeting (the “ Annual General Meeting ” or “ General Meeting ”) issued on 7 May 2021 of Huaneng Power International, Inc. (the “ Company ”) for convening the Annual General Meeting to be held at Conference Room A102, the headquarters of the Company, Huaneng Building, No. 6 Fuxingmennei Street, Xicheng District, Beijing, the People’s Republic of China on 22 June 2021 at 9:00 a.m. for considering and approving, if thought fit, the resolutions set out in the Notice of the Annual General Meeting.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that an additional proposal will be included in the General Meeting to be convened by the Company and that the following resolutions will be considered:
ORDINARY RESOLUTIONS
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To consider and approve the working report from the Board of Directors of the Company for 2020
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To consider and approve the working report from the Supervisory Committee of the Company for 2020
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To consider and approve the audited financial statements of the Company for 2020
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To consider and approve the profit distribution plan of the Company for 2020 (Note 1)
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To consider and approve the proposal regarding the appointment of the Company’s auditors for 2021 (Note 2)
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SPECIAL RESOLUTIONS
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6.00 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
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6.01 To consider and approve the proposal regarding the issue of short-term debentures by the Company (Note 3)
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6.02 To consider and approve the proposal regarding the issue of super short-term debentures by the Company (Note 3)
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6.03 To consider and approve the proposal regarding the issue of debt financing instruments (by way of non-public placement) (Note 3)
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To consider and approve the proposal regarding the granting of the general mandate of issue domestic and/or overseas debt financing instruments (Note 3)
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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 (Note 3)
ORDINARY RESOLUTION
- To consider and approve the proposal regarding the election of Mr. Xia Aidong as a supervisor of the Tenth Session of the Supervisory Committee of the Company (Note 4)
By Order of the Board Huaneng Power International, Inc. Huang Chaoquan Company Secretary
As at the date of this notice, the directors of the Company are:
Zhao Keyu (Executive Director) Zhao Ping (Executive Director) Huang Jian (Non-executive Director) Wang Kui (Non-executive Director) Lu Fei (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)
Xu Mengzhou (Independent Non-executive Director) Liu Jizhen (Independent Non-executive Director) Xu Haifeng (Independent Non-executive Director) Zhang Xianzhi (Independent Non-executive Director) Xia Qing (Independent Non-executive Director)
Beijing, the PRC 29 May 2021
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Notes:
1. The profit distribution plan of the Company for 2020
The Company’s proposed profit distribution plan for 2020 is a cash dividend of RMB0.18 (tax inclusive) for each ordinary share of the Company, which is on the basis of the total share capital of the Company. It was estimated that the total amount of cash to be paid as dividends will be RMB2,825,656,804.62.
2. Proposal regarding the appointment of the Company’s auditors for 2021
The board of directors of the Company proposes to appoint Ernst & Young Hua Ming LLP to be the Company’s domestic auditors and the auditors for U.S. 20F annual report, and Ernst & Young to be the Company’s Hong Kong auditors for 2020. The total remuneration for 2021 is RMB26.5 million, including internal control audit fees of RMB3.98 million, which shall be subject to appropriate adjustment according to the actual audit scope.
3. Please refer to the circular of the Company dated 7 May 2021 for details.
4. Please refer to the announcement of the Company dated 29 May 2021 for details.
5. The Second Proxy Form
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(1) The new proxy form for the General Meeting (the “ Second Proxy Form ”), which supersedes the proxy form for the General Meeting issued by the Company along with the Notice of the Annual General Meeting on 7 May 2021 (the “ Proxy Form ”), has been prepared and is enclosed with this Supplemental Notice.
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(2) Whether or not you are able to attend the General Meeting, you are requested to complete the accompanying Second Proxy Form in accordance with the instructions printed thereon and return the same to the Company’s H Share Registrar, Hong Kong Registrar Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the General Meeting or any adjournment thereof (as the case may be) (the “ Closing Time ”). Completion and return of the Second Proxy Form will not preclude the shareholders of the Company from attending and voting in person at the General Meeting or any adjournment thereof.
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(3) H shareholder who has not yet lodged the Proxy Form with the Company’s H Share Registrar is requested to lodge the Second Proxy Form if he/she wishes to appoint a proxy to attend the General Meeting on his/her behalf. In this case, the Proxy Form should not be lodged with the Company’s H Share Registrar.
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(4) H shareholder who has already lodged the Proxy Form with the Company’s H Share Registrar should note that:
- (i) the Second Proxy Form lodged with the Company’s H Share Registrar before the Closing Time will revoke and supersede the Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid form of proxy lodged by the shareholder if correctly completed;
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(ii) if no Second Proxy Form is lodged with the Company’s H Share Registrar, the Proxy Form will remain valid and effective to the fullest extent applicable if correctly completed. The proxy appointed under the Proxy Form will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the General Meeting including the Proposal regarding the election of Mr. Xia Aidong as a supervisor of the Tenth Session of the Supervisory Committee of the Company which was not set out in the Proxy Form.
6. Registration procedures for attending the General Meeting
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(1) A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.
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(2) Holders of H Shares intending to attend the General Meeting should return the reply slip for attending the General Meeting to the Company on or before 2 June 2021.
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(3) Shareholders may send the reply slip to the Company in person, by post or by fax.
7. Registration Matters for H Shareholders
- (1) Closure of Register of Members of H Shares for attending the Annual General Meeting
In order to determine the shareholders of H shares who will be entitled to attend the Annual General Meeting, the Company will suspend registration of transfer of H shares from 1 June 2021 to 22 June 2021 (both days inclusive).
In order to qualify to attend and vote at the Annual General Meeting, non-registered holders of H shares of the Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificates to the Company’s H Share Registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 31 May 2021. Holders of H shares whose names are recorded in the register of member of the Company on 22 June 2021 are entitled to attend the Annual General Meeting.
- (2) Closure of Register of Members for Payment of the Final Dividend for 2020
In order to determine the H Shareholders entitled to receive the 2020 Final Dividend, the Company will suspend registration of transfer of H Shares from 7 July 2021 to 12 July 2021 (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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 6 July 2021. The H Shareholders whose names are recorded in the register of members of the Company on 12 July 2021 are entitled to receive the 2020 Final Dividend.
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8. Other Businesses
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(1) Shareholders and their proxies who attend shall bear their own accommodation and travelling expenses.
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(2) The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is at:
1712-1716, 17/F, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
- (3) The address for contact:
Capital Market Department of Huaneng Power International, Inc. Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing 100031, The People’s Republic of China
(4) Contact Person: Xie Meixin / Hu Boxuan Contact Telephone No: (+86)10-6322 6590 / (+86)10-6322 6557 Email address: [email protected] / [email protected]
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(5) Time and dates in this notice are Hong Kong time and dates.
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