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Netjoy Holdings Limited Proxy Solicitation & Information Statement 2017

May 26, 2017

50390_rns_2017-05-26_be02006a-f287-4218-ba3f-b159911da773.pdf

Proxy Solicitation & Information Statement

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(Stock Code: 902)

Second Proxy Form Applicable for 2016 Annual General Meeting

Number of Shares related H Shares/Domestic to this proxy form [(Note][1)] Shares*

Important: If the shareholder(s) of the Company have/has not yet lodged the original proxy form for the 2016 Annual General Meeting (issued by the Company along with, among other things, the notice of the 2016 Annual General Meeting (the “Meeting” or the “Annual General Meeting”) on 28 April 2017) (the “Original Proxy Form”) with the Company or the Company’s H Share Registrar, shareholders are requested to lodge only this Proxy Form (the “Second Proxy Form” or “Proxy Form”), and if the Original Proxy Form has already been lodged, then please note that:

  • (i) The Second Proxy Form lodged with the Company’s H Share Registrar by the shareholder not less than 24 hours before the time appointed for the holding of the Meeting (i.e. before 9:00 a.m. on 12 June 2017) will revoke and supersede the Original Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder if correctly completed.

  • (ii) If no Second Proxy Form is lodged with the Company’s H Share Registrar by the shareholder, the lodged Original Proxy Form will remain valid and effective to the fullest extent applicable if correctly completed. The authorized proxy of the shareholder holding the Original Proxy Form will be entitled to vote at his/her discretion (if no such instructions are given) on the Proposal to elect Mr. Zhang Xianzhi as the Independent Non-executive Director of the Ninth Session of the Board of Directors of the Company which was not set out in the Original Proxy Form.

I (We) [(Note][2)] of , Shareholders’ Account: and I.D. No.: , being the holder(s) of H Share(s)/Domestic Share(s)* [(Note][1)] of Huaneng Power International, Inc. (the “Company”) now appoint [(Note][3)] I.D. No.: (of ),

or failing him, the Chairman of the meeting, as my(our) proxy to attend and vote for me(us) on the following resolutions in accordance with the instruction(s) below and on my(our) behalf at the 2016 Annual General Meeting to be held at 9:00 a.m. on 13 June 2017 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the People’s Republic of China for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting. In the absence of any indication, the proxy may vote for or against the resolutions at his/her own discretion. [(Note][6)]

ORDINARY RESOLUTIONS For (Note 4) Against (Note 4)
1. To consider and approve the working report from the Board of Directors of the Company for 2016
2. To consider and approve the working report from the Supervisory Committee of the Company for
2016
3. To consider and approve the audited financial statements of the Company for 2016
4. To consider and approve the profit distribution plan of the Company for 2016
5. To consider and approve the proposal regarding the appointment of the Company’s auditors for 2017
SPECIAL RESOLUTIONS For (Note 4) Against (Note 4)
6. To consider and approve the proposal regarding the issue of short-term debentures by the Company
7. To consider and approve the proposal regarding the issue of super short-term debentures by the
Company
8. To consider and approve the proposal regarding the issue of debt financing instruments (by way of
non-public placement)
9. To consider and approve the proposal regarding the granting of the general mandate of issue
domestic and/or overseas debt financing instruments
10. 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
ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS For (Note 4) Against (Note 4)
11. To consider and approve the proposal regarding the election of the new session of the Board of
Directors of the Company
11.01
To elect Mr. CAO Peixi as the Executive Director of the Ninth Session of the Board of
Directors of the Company
11.02
To elect Mr. GUO Junming as the Non-executive Director of the Ninth Session of the Board
of Directors of the Company
11.03
To elect Mr. LIU Guoyue as the Executive Director of the Ninth Session of the Board of
Directors of the Company
11.04
To elect Mr. FAN Xiaxia as the Executive Director of the Ninth Session of the Board of
Directors of the Company
11.05
To elect Mr. HUANG Jian as the Non-executive Director of the Ninth Session of the Board
of Directors of the Company
11.06
To elect Mr. WANG Yongxiang as the Non-executive Director of the Ninth Session of the
Board of Directors of the Company
11.07
To elect Mr. MI Dabin as the Non-executive Director of the Ninth Session of the Board of
Directors of the Company
11.08
To elect Mr. GUO Hongbo as the Non-executive Director of the Ninth Session of the Board
of Directors of the Company
11.09
To elect Mr. CHENG Heng as the Non-executive Director of the Ninth Session of the Board
of Directors of the Company
11.10
To elect Mr. LIN Chong as the Non-executive Director of the Ninth Session of the Board of
Directors of the Company
11.11
To elect Mr. YUE Heng as the Independent Non-executive Director of the Ninth Session of
the Board of Directors of the Company
11.12
Resolution withdrawn
11.13
To elect Mr. XU Mengzhou as the Independent Non-executive Director of the Ninth Session
of the Board of Directors of the Company
11.14
To elect Mr. LIU Jizhen as the Independent Non-executive Director of the Ninth Session of
the Board of Directors of the Company
11.15
To elect Mr. XU Haifeng as the Independent Non-executive Director of the Ninth Session of
the Board of Directors of the Company
11.16
To elect Mr. Zhang Xianzhi as the Independent Non-executive Director of the Ninth Session
of the Board of Directors of the Company
12. To consider and approve the proposal regarding the election of the new session of the Supervisory
Committee of the Company
12.01
To elect Mr. YE Xiangdong as the Shareholder Supervisor of the Ninth Session of the
Supervisory Committee of the Company
12.02
To elect Mr. MU Xuan as the Shareholder Supervisor of the Ninth Session of the
Supervisory Committee of the Company
12.03
To elect Mr. ZHANG Mengjiao as the Shareholder Supervisor of the Ninth Session of the
Supervisory Committee of the Company
12.04
To elect Mr. GU Jianguo as the Shareholder Supervisor of the Ninth Session of the
Supervisory Committee of the Company
ate: 2017
Signature:
(Note 5)

Date:

Notes:

  1. Please insert the number of H Share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the H Shares in the share capital of the Company registered in your name(s).

  2. Please insert full name(s) and address(es) in BLOCK LETTERS .

  3. Please insert the name and address of your proxy. If this is left blank, the chairman of the 2016 Annual General Meeting will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.

  4. Attention: If you wish to vote FOR any resolution, please indicate with a “✔” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “✔” in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion.

  5. This form of proxy must be signed underhand by you or your attorney duly authorised in that behalf. If the appointer is a corporation, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.

  6. This form of proxy together with the power of attorney or other authorisation document(s) which have been notarised, must be delivered, in the case of a holder of Domestic Share(s), to the Company and in the case of a holder of H Share(s), to Hong Kong Registrars Limited, at least 24 hours before the time designated for the holding of the 2016 Annual General Meeting (i.e. before 9:00 a.m. on 12 June 2017).

  7. Please delete as appropriate.