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Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2014
Sep 1, 2014
50390_rns_2014-09-01_e51653cc-2ef3-4299-99d1-2df23bd00e33.pdf
Proxy Solicitation & Information Statement
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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 document, 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 document.
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(Stock Code: 902)
ANNOUNCEMENT RELATING TO THE INCLUSION OF AN ADDITIONAL PROPOSAL AT THE 2014 SECOND EXTRAORDINARY GENERAL MEETING
The board of directors (the “Board of Directors”) of Huaneng Power International, Inc. (the “Company”) passed the “Resolution regarding the convening of the extraordinary general meeting of the Company” on 29 July 2014, and published the notice of convening the 2014 second extraordinary general meeting of Huaneng Power International, Inc. dated 1 August 2014 for convening the 2014 second extraordinary general meeting (“Extraordinary General Meeting”) to be held at 9:00 a.m. on 18 September 2014 at the headquarters of the Company at Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, China.
Pursuant to the applicable provisions of the Company Law of the People’s Republic of China, the Rules Governing the General Meetings of Listed Companies, etc., shareholder(s) holding more than 3% of the total number of the issued shares of the listed company, whether alone or in aggregate with other shareholder(s), is/are entitled to submit additional proposal(s) at general meeting prior to the convening of such meeting according to law. On 29 August 2014, the Board of Directors of the Company received a letter regarding the inclusion of an additional proposal at the 2014 Extraordinary General Meeting of Huaneng Power International, Inc. from Huaneng International Power Development Corporation (holding 36.05% equity interest in the Company), nominating Ms. Zhang Lizi to be the candidate for the independent non-executive director of the eighth session of the Company, such that the “Proposal regarding the election of Ms. Zhang Lizi as the independent nonexecutive director of the Eighth Session of the Company” will be included as an additional proposal for consideration and approval at the 2014 Second Extraordinary General Meeting of the Company.
Pursuant to the applicable laws and regulations and the provisions of the Articles of Association, the Board of Directors shall submit the additional proposal, which being an ordinary resolution, for consideration and approval at the 2014 Second Extraordinary General Meeting of the Company. In addition, given that Mr. Li Fuxing has recently submitted to the Company a “letter requesting for withdrawal of his qualification to be the candidate for independent director”. Mr. Li indicated that due to personal reason, he would not participate in the election of the independent director of the Eighth Session of the Board of Directors of Huaneng Power International, Inc. and applied for withdrawal of his qualification to be candidate for independent director of the Eighth Session of the
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Board of Directors from the general meeting. Mr. Li has no disagreement with the Board of Directors of the Company and there was no other matter relating to his withdrawal of the candidate for independent director that needs to be brought to the attention of shareholders. As such, the subresolution to consider and approve the appointment of Mr. Li Fuxing as the independent nonexecutive director of the Eighth Session of the Board of Directors of the Company will not be submitted for consideration and approval at the Extraordinary General Meeting.
SET OUT BELOW IS THE BIOGRAPHICAL DETAILS OF MS. ZHANG LIZI:
Independent Non-executive Director
Zhang Lizi , aged 51, currently a professor and an assistant to the president of North China Electric Power University and the executive deputy head of the Academy of Modern Electric Power Research. She has served successively as associate professor and associate head of faculty of the Beijing Graduate School of North China Electric Power Institute and Beijing Institute of Economic Momentum, professor and head of faculty of North China Electric Power University. Ms. Zhang graduated from North China Electric Power Institute, majoring in Electric Power System and Its Automation. She has a Ph.D. degree.
The Company proposes to appoint Ms. Zhang as the independent non-executive Director for a term of three years. The pre-tax annual director’s fee of Ms. Zhang will be RMB74,000. Ms. Zhang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does she have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, (Chapter 571 of the laws of Hong Kong).
In addition, there is no other information in relation to Ms. Zhang which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor is she involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders of the Company.
A supplemental notice of the Extraordinary General Meeting (the “Supplemental Notice”) containing (among others) the additional proposal to consider and approve the appointment of Ms. Zhang Lizi as the independent non-executive director of the Eighth Session of the Board of directors of the Company together with the second proxy form applicable for use at the Extraordinary General Meeting (the “Second Proxy Form”) are expected to be dispatched to the H Shareholders of the Company on 2 September 2014.
H Shareholders are requested to complete and return the Second Proxy Form in accordance with the instructions printed thereon to the Company’s H Share Registrar, Hong Kong Registrar Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for holding the Extraordinary General Meeting. Special arrangements about the completion and return of the Second Proxy Form are also set
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out in the Supplemental Notice. H Shareholders who have appointed or intend to appoint proxies to attend the Extraordinary General Meeting are requested to pay particular attention to the special arrangements set out therein.
By Order of the Board Huaneng Power International, Inc. Du Daming
Company Secretary
As at the date of this announcement, the directors of the Company are:
Cao Peixi
(Executive Director) Huang Long
(Non-executive Director) Li Shiqi
(Non-executive Director) Huang Jian
(Non-executive Director) Liu Guoyue (Executive Director) Fan Xiaxia (Executive Director) Shan Qunying
Shao Shiwei
(Independent Non-executive Director) Wu Liansheng
(Independent Non-executive Director) Li Zhensheng
(Independent Non-executive Director) Qi Yudong
(Independent Non-executive Director) Zhang Shouwen
(Independent Non-executive Director)
(Non-executive Director) Guo Hongbo
(Non-executive Director) Xu Zujian
(Non-executive Director)
Xie Rongxing
(Non-executive Director)
Beijing, the PRC 2 September 2014
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