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Netjoy Holdings Limited Proxy Solicitation & Information Statement 2025

May 30, 2025

50390_rns_2025-05-30_0173c300-2cd7-4a6a-a4f5-415492016c21.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 notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or reliance upon the whole or any part of the contents of this notice.

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華能國際電力股份有限公司

HUANENG POWER INTERNATIONAL, INC.

(a Sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 902)

NOTICE OF 2024 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the "Annual General Meeting" or "General Meeting") of Huaneng Power International, Inc. (the "Company") will be held at 9:00 a.m. on 24 June 2025 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") for the purposes of considering and approving the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the working report from the Board of Directors of the Company for 2024
  2. To consider and approve the working report from the Supervisory Committee of the Company for 2024
  3. To consider and approve the audited financial statements of the Company for 2024
  4. To consider and approve the profit distribution plan of the Company for 2024 (Note 1)

SPECIAL RESOLUTIONS

  1. To consider and approve the proposal regarding the granting of general mandate to issue domestic and/or overseas debt financing instruments (Note 2)
  2. To consider and approve the proposal regarding the granting of general mandate to the Board to issue additional shares of the Company (Note 2)
  3. To consider and approve the proposal regarding the change of the Company's domicile and the amendments to the Articles of Association (Note 2)

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ORDINARY RESOLUTIONS WITH THE ADOPTION OF CUMULATIVE VOTING SYSTEM

  1. To consider and approve the proposals regarding the appointment of new Directors (Note 2)

8.01 To elect Mr. Li Jin as the Non-executive Director

8.02 To elect Mr. Gao Guoqin as the Non-executive Director

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:

Wang Kui (Executive Director)
Huang Lixin (Executive Director)
Du Daming (Non-executive Director)
Zhou Yi (Non-executive Director)
Li Lailong (Non-executive Director)
Cao Xin (Non-executive Director)
Ding Xuchun (Non-executive Director)
Wang Jianfeng (Non-executive Director)

Xia Qing (Independent Non-executive Director)
He Qiang (Independent Non-executive Director)
Zhang Liying (Independent Non-executive Director)
Zhang Shouwen (Independent Non-executive Director)
Dang Ying (Independent Non-executive Director)

Beijing, the PRC
30 May 2025

Notes:

  1. THE PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR 2024

The Company’s proposed profit distribution plan for 2024 is a cash dividend of RMB0.27 (tax inclusive) for each ordinary share in the total share capital of the Company. The estimated total amount of cash to be paid as dividends shall be approximately RMB4,238 million (tax inclusive).

  1. Please refer to the circular of the Company dated 30 May 2025 for details.

  1. PROXY

(1) A member eligible to attend and vote at the Annual General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder.

(2) A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.

(3) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of Domestic Shares, to the Company and, in the case of holders of H Shares, to Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for holding the Annual General Meeting.

(4) If more than one proxy is appointed by one shareholder, such proxies shall only exercise the right to vote by poll.

(5) The resolutions set out in this notice will be voted by poll.

  1. REGISTRATION PROCEDURES FOR ATTENDING THE ANNUAL GENERAL MEETING

(1) A shareholder or his proxy shall produce proof of identity when attending the Annual General 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 Annual General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person(s) to attend the meeting.

(2) Shareholders may send the above-mentioned documents to the Company in person, by post or by fax.

  1. REGISTRATION OF H SHAREHOLDERS

  2. 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 18 June 2025 to 24 June 2025 (both days inclusive).

In order to qualify to attend and vote at the Annual General Meeting, non-registered shareholders 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, Computershare Hong Kong Investor Services 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 17 June 2025. Shareholders of H shares whose names are recorded in the register of members of the Company on the record date, i.e. 18 June 2025, are entitled to attend the Annual General Meeting.

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  1. Closure of Register of Members for Payment of the Final Dividend for 2024

In order to determine the H Shareholders entitled to receive the 2024 final dividend, the Company will suspend registration of transfer of H Shares from 4 July 2025 to 9 July 2025 (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, Computershare Hong Kong Investor Services 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 3 July 2025. The H Shareholders whose names are recorded in the register of members of the Company on 9 July 2025 are entitled to receive the final dividend for 2024.

6. OTHER BUSINESSES

(1) Attending shareholders and their proxies shall be responsible for their own accommodation, meals, and transportation expenses.

(2) The address of the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, is set out as follows:

1712-1716, 17th Floor, Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong

(3) Correspondence address of the Company:

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:

Liu Tianyu, Li Guoyun
Telephone No: (+86) 10-6322 6595/(+86) 10-6322 6576
Email address: [email protected]/[email protected]

(5) Time and dates in this notice are Hong Kong time and dates.

7. SPECIAL NOTICE

All shareholders attending the Annual General Meeting are required to produce their identity and shareholder account cards. Proxies appointed by an individual shareholder are also required to produce the proxy forms and their identity cards for registration purpose. A copy of power of attorney is also required in case of proxy appointed by a corporate shareholder. Shareholders who cannot register physically due to their location may do so by mail or fax. Registration is not a prerequisite for a shareholder to attend the Annual General Meeting in accordance with the law.

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