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Netjoy Holdings Limited Proxy Solicitation & Information Statement 2025
50390_rns_2025-05-30_82312df8-76a1-431b-a12f-1b0b5abec639.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice.
If you have sold or transferred all your shares in Huaneng Power International, Inc., you should at once hand this circular and, where applicable, the form of proxy and reply slip to the purchaser or transferee or to the bank, or a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
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)
GRANTING OF GENERAL MANDATE TO ISSUE DOMESTIC AND/OR OVERSEAS DEBT FINANCING INSTRUMENTS;
GRANTING OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE ADDITIONAL SHARES OF THE COMPANY;
CHANGE OF COMPANY DOMICILE
AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
APPOINTMENT OF NEW DIRECTORS;
AND
NOTICE OF AGM
The Company will convene the AGM 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 PRC. A notice convening the AGM is set out on pages AGM-1 to AGM-4 of this circular.
A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you should complete and return the form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event by not later than 24 hours before the time appointed for holding such meeting or any adjournment thereof.
Completion and return of the form of proxy will not preclude you from attending and voting at the AGM should you so wish.
30 May 2025
CONTENTS
Page
Definitions ... ii
Letter from the Board ... 1
- Introduction ... 2
- Proposal Regarding the Granting of the General Mandate to Issue Domestic and/or Overseas Debt Financing Instruments ... 2
- Proposal Regarding the Granting of General Mandate to the Board to Issue Additional Shares of the Company. ... 4
- Proposal Regarding the Change of Company Domicile and Amendments to the Articles of Association ... 7
- Proposal Regarding the Appointment of New Directors. ... 8
- The AGM ... 9
- Recommendation. ... 9
- Responsibility Statement. ... 9
Appendix I – Proposed Amendments ... I-1
Appendix II – Biographies of New Directors to be Appointed ... II-1
Notice of AGM. ... AGM-1
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"A Share(s)" or "Domestic Share(s)"
domestic tradable shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange
"AGM" or "General Meeting"
the 2024 annual general meeting of the Company to 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 PRC for considering and passing of, among other things, the relevant resolutions contained in this circular
"Articles of Association" or "Articles"
the articles of association of the Company as amended from time to time
"Board" or "Board of Directors"
the board of Directors of the Company
"Company" or "Huaneng Power International"
Huaneng Power International, Inc., a joint stock limited company incorporated in the PRC and the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively, and its subsidiaries (as the case may be)
"Director(s)"
the director(s) of the Company
"H Share(s)"
overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules" or "Listing Rules"
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
"Hong Kong Stock Exchange"
The Stock Exchange of Hong Kong Limited
- ii -
DEFINITIONS
| “Latest Practicable Date” | 27 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
|---|---|
| “Proposed Amendments” | the proposed amendments to the existing Articles of Association as set out in Appendix I to this circular |
| “PRC” or “China” | The People’s Republic of China |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Shareholder(s)” | the shareholder(s) of the Company |
| “Supervisory Committee” | the supervisory committee of the Company |
| “treasury shares” | has the meaning ascribed to it under the Hong Kong Listing Rules |
- iii -
LETTER FROM THE BOARD
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)
Directors:
Wang Kui
Huang Lixin
Du Daming
Zhou Yi
Li Lailong
Cao Xin
Ding Xuchun
Wang Jianfeng
Legal Address:
Huaneng Building
6 Fuxingmennei Street
Xicheng District
Beijing 100031
PRC
Independent Non-executive Directors:
Xia Qing
He Qiang
Zhang Liying
Zhang Shouwen
Dang Ying
30 May 2025
To the Shareholders
Dear Sir or Madam,
GRANTING OF GENERAL MANDATE TO ISSUE DOMESTIC AND/OR OVERSEAS DEBT FINANCING INSTRUMENTS;
GRANTING OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE ADDITIONAL SHARES OF THE COMPANY;
CHANGE OF COMPANY DOMICILE
AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
APPOINTMENT OF NEW DIRECTORS;
AND
NOTICE OF AGM
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to provide you further details on, among others, (1) the proposal regarding the granting of the general mandate to issue domestic and/or overseas debt financing instruments; (2) the proposal regarding the granting of general mandate to the Board to issue additional shares of the Company; (3) the proposal regarding the change of the Company's domicile and amendments to Articles of Association, and (4) the proposal regarding the appointment of new Directors to enable you to make an informed decision on whether to vote for or against such proposals to be proposed at the AGM.
2. PROPOSAL REGARDING THE GRANTING OF THE GENERAL MANDATE TO ISSUE DOMESTIC AND/OR OVERSEAS DEBT FINANCING INSTRUMENTS
The Board of Directors of the Company proposed that:
i. It was resolved that from the date on which the approval is obtained at the 2024 annual general meeting to the conclusion of the 2025 annual general meeting and upon obtaining approval at relevant regulatory authorities, the Company shall be authorised to issue domestic and/or overseas debt financing instruments (in either one or multiple tranches on a rolling basis) with a principal amount of up to RMB170 billion or equivalent in or outside the People's Republic of China (i.e. the outstanding principal balance of the domestic and/or overseas debt financing instruments of the Company within the validity period shall not exceed RMB170 billion at any time within the period as prescribed therein). Such debt financing instruments include but are not limited to corporate bonds and enterprise bonds, super short-term debentures, short-term debentures, mid-term notes issued in the interbank bond market and other debt financing instruments in the domestic market, offshore RMB-denominated bonds, overseas USD-denominated bonds and bonds denominated in other foreign currencies in the overseas market (including domestic and overseas perpetual bonds, which include without limitation perpetual mid-term notes, renewable corporate bonds and renewable enterprise bonds in the domestic market, perpetual bonds in the overseas market or other perpetual bonds denominated in RMB or any other foreign currency that may be issued in or outside the People's Republic of China without a fixed maturity date, as permitted by applicable laws and regulations.
- 2 -
LETTER FROM THE BOARD
ii. It was proposed that approval be obtained at the general meeting to grant an unconditional general mandate to the Board of Directors or no less than two Directors of the Company to determine, based on the Company's needs and market conditions and in accordance with relevant regulatory requirements (if any), the terms and conditions for the issuance of the relevant debt financing instruments and to attend to other relevant matters (which include but are not limited to):
(1) determining the details regarding the issue of the relevant debt financing instruments, including but not limited to the type of the bond to be issued, the issuer, whether to issue in tranches, the currency, amount and term of each tranche, the term for and method of repayment of the principal and accrued interest, the method of issue, the method and terms of placement, the interest rate and ways to determine it, and the security arrangements. Issue of corporate bonds in the domestic market must also meet the following requirements: the bonds under such issue shall have a maturity of no more than 30 years (except perpetual bonds) and could be bonds with a single maturity date or a portfolio of bonds with different maturity dates; the proceeds of the issue will be used to meet the Company's production and operational needs, adjust its debt structure, replenish its working capital and/or make project investments; subject to the provisions of applicable laws and regulatory requirements, the issue may be a public or non-public issue or a placement to the shareholders of the Company. Methods of issue and placement details (including whether to place or not and the size of placement) shall be determined by the Board of Directors or more than two Directors of the Company according to market conditions and details of the issue.
(2) representing the Company in engaging in all the negotiations, signing all the agreements and other necessary documents and making proper disclosures of information in connection with the issue of the relevant debt financing instruments.
(3) procuring approval of the issue of the relevant debt financing instruments with the relevant regulatory authority and making proper adjustments to the detailed issue plan based on the comments and opinions, if any, of the regulatory authority.
(4) taking all the necessary actions to decide on/attend to other particular matters relating to the issue of the relevant debt financing instruments.
LETTER FROM THE BOARD
iii. The resolution adopted at the Company’s general meeting in relation to the issue of the relevant debt financing instruments shall be valid from the date on which approval is obtained at the 2024 annual general meeting to the conclusion of the 2025 annual general meeting. If the Board of Directors or no less than two Directors have determined the issue or partial issue of the relevant debt financing instruments within the validity term of the mandate and the Company has procured the approval, permit, filing or registration, as applicable, for the issue with relevant regulatory authority, the Company may complete the issue or partial issue of the relevant debt financing instruments within the term of validity of such approval, permit, filing or registration.
The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the shareholders.
3. PROPOSAL REGARDING THE GRANTING OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL SHARES OF THE COMPANY
The Company seeks to obtain approval from its shareholders to approve the proposal regarding the granting of general mandate to the Board of Directors to issue additional shares of the Company.
Scope of the mandate is set out below:
(1) Subject to paragraphs (3) and (4) below, the Board of Directors (or the Directors authorised by the Board of Directors) be and is hereby granted an unconditional general mandate to exercise all the powers of the Company within the Relevant Period (as defined below) to allot, issue and deal with shares of the Company (including securities convertible into shares, option to subscribe for any shares or any other securities that are convertible into shares), and to determine the terms and conditions for allotting, issuing and dealing with such new shares.
(2) The approval in paragraph (1) shall authorise the Board of Directors (or the Directors authorised by the Board of Directors) of the Company within the Relevant Period, to make or grant any offers, agreements and options of which might be exercised after the expiry of the Relevant Period.
- 4 -
LETTER FROM THE BOARD
(3) The total number of new shares, whether conditionally or unconditionally, allotted, issued, and dealt with, either separately or concurrently (whether pursuant to an option or otherwise) by the Board of Directors (or the Directors authorised by the Board of Directors) of the Company within the Relevant Period pursuant to the approval in paragraph (1) shall not exceed 20% of the aggregate number of shares of the Company in issue (excluding treasury shares) on the date when this resolution is passed at the general meeting. Such shares allotted, issued and dealt with do not include:
(a) rights issue; or
(b) an exercise of rights of subscription or conversion under terms of any existing securities, options, warrants or other securities issued by the Company which carry rights to subscribe for or are convertible into the shares of the Company;
(c) option scheme of the Company or similar arrangements for the time being adopted for the grant or issue to the employees or any other eligible participants of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company;
(d) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company (the "Articles of Association") in force from time to time;
(e) bonus share issue by way of conversion of capital reserve of the Company pursuant to the Company Law of the People's Republic of China (the "Company Law") and Articles of Association.
(4) In exercising the mandate granted in paragraph (1) above, the Board of Directors (or the Directors authorised by the Board of Directors) shall (a) comply with the Company Law and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed; and (b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments. If according to the provisions of the relevant laws and regulations in the territory of the PRC, even if the general mandate is obtained, it is still necessary to convene the general meeting of shareholders before issuing shares pursuant to the general mandate granted to the Board of Directors, then the approval of the general meeting of shareholders is still required.
LETTER FROM THE BOARD
(5) For the purpose of this resolution:
“Relevant Period” means the period from the date of passing this resolution until whichever is the earlier of:
(a) the conclusion of the next annual general meeting of Huaneng Power International; or
(b) the date on which the general mandate set out in this resolution is revoked or varied by a special resolution of the shareholders of Huaneng Power International at a general meeting.
(6) Subject to the approval(s) of the relevant authorities of the PRC and in accordance with the relevant laws, administrative regulations, and the regulatory stipulations of the places where the shares of the Company are listed and the Articles of Association, the Board of Directors (or the Directors authorised by the Board of Directors) be and is hereby authorised to increase the registered capital of the Company in accordance with the exercise of the powers pursuant to paragraph (1) above, and to make appropriate and necessary amendments to the Articles of Association after completion of the allotment and issue of new shares with reference to the method, type and number of new shares allotted and issued by the Company and the shareholding structure of the Company at the time of completion of the allotment and issue of new shares in order to reflect the alteration of the share capital structure and registered capital of the Company pursuant to the exercise of this general mandate.
(7) The Board of Directors (or the Directors authorised by the Board of Directors) be and is hereby authorised to sign any necessary documents, complete any necessary formalities and procedures and take other necessary steps to complete the allotment, issuance and listing of the new shares upon the exercise of the powers pursuant to paragraph (1) above, provided the same do not violate the relevant laws, administrative regulations, the relevant regulatory stipulations or the places where the shares of the Company are listed and the Articles of Association.
LETTER FROM THE BOARD
(8) For the purposes of this resolution, any reference to the allotment, issuance, grant, or sale of new shares shall include the treasury shares of the Company, where permitted by applicable laws, administrative regulations and regulatory requirements of the jurisdictions where the Company are listed.
As at the Latest Practicable Date, (1) the Company had issued a total of 15,698,093,359 Shares, comprising 10,997,709,919 A Shares and 4,700,383,440 H Shares; and (2) the Company did not hold any treasury shares. Subject to the approval of this resolution granting the general mandate, and in accordance with its terms, the Company may allot, issue, and deal with (including the sale or transfer of any treasury shares) up to a maximum of 3,139,618,671 shares of the Company (based on the assumption that no further shares will be allotted, issued, repurchased, cancelled, or held as treasury shares prior to the AGM).
The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the shareholders.
4. PROPOSAL REGARDING THE CHANGE OF COMPANY DOMICILE AND AMENDMENTS TO ARTICLES OF ASSOCIATION
The Board has considered and approved the proposal in relation to the change of the Company’s domicile and the proposed amendments to the Articles of Association on 28 April 2025.
Based on the actual circumstances and business development needs of the Company, the Company has proposed to change its domicile from “No. 6, Fuxingmennei Street (Huaneng Building), Xicheng District, Beijing” to “Huaneng Headquarters, Startup Zone, Xiong’an New Area, Hebei Province”, subject to the approval and registration by the relevant market supervision and administration authorities.
In light of the aforementioned change of domicile, the Company has proposed to amend the relevant provision of its Articles of Association. The full text of the Proposed Amendments is set out in the Appendix I to this circular. The text to be deleted in the Proposed Amendments is indicated by strikethrough, and text to be added is indicated in bold font. Save for the Proposed Amendments, other articles of the Articles of Association will remain unchanged. The Proposed Amendments have been prepared in Chinese and the English translation is for reference only. In case of any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
The legal advisers to the Company as to Hong Kong laws and the PRC laws have respectively confirmed that the Proposed Amendments comply with the applicable requirements of the Listing Rules and do not contravene the PRC laws. The Company also confirms that there is nothing unusual about the Proposed Amendments for a joint stock company incorporated in the PRC and listed on Hong Kong Stock Exchange. The Proposed Amendments are subject to the approval of the shareholders by way of special resolution at the AGM.
LETTER FROM THE BOARD
5. PROPOSAL REGARDING THE APPOINTMENT OF NEW DIRECTORS
Reference is made to the Company’s announcement dated 29 April 2025 (the "Announcement"), regarding changes in the members of the Board and the Board Committees.
As disclosed in the Announcement, the Board resolved to propose the appointment of Mr. Li Jin (the “Mr. Li”) as a non-executive Director of the eleventh session of the Board of the Company and Mr. Gao Guoqin (the “Mr. Gao”) as a non-executive Director of the eleventh session of the Board of the Company for a term commencing from the date of the approval by the shareholders in a general meeting of the Company to the expiry of the eleventh session of the Board.
The Board has fully considered the views of the Nomination Committee. In evaluating the candidates, the Nomination Committee has taken into account the candidates’ qualifications and assessed their potential contributions to the diversity of the Board in terms of professional background, industry experience, perspectives, skills, and cultural background, in line with the Company’s board diversity policy, to ensure that the Board has a broad perspective and is capable of effectively fulfilling its duties. The Nomination Committee believes that the candidates meet the relevant qualifications and/or conditions for non-independent directors as set out in applicable laws, regulations, and the Company’s Articles of Association. The nomination and recommendation process also complies with the Company’s internal governance mechanisms and relevant requirements. The Nomination Committee believes that the addition of these candidates will provide appropriate supplementation to the Board and further support its effective operation.
Biographies of the new Directors proposed to be appointed at the AGM are set out in Appendix II to this circular.
The proposed appointment of Mr. Li and Mr. Gao as Directors of the Company will be presented at the AGM as ordinary resolutions for the and approval of the shareholders.
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LETTER FROM THE BOARD
6. THE AGM
No shareholder is required to abstain from voting in connection with the matters to be resolved at the AGM. Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, voting at the AGM will be conducted by poll. The poll results will be published on the websites of the Company and of the Hong Kong Stock Exchange in accordance with the Hong Kong Listing Rules following the AGM.
A notice convening the AGM is set out on pages AGM-1 to AGM-4 of the circular. Whether or not you intend to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. The form of proxy should be completed and returned to Computershare Hong Kong Investor Services Limited (for holders of H Shares of the Company) at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or to the Company’s head office in the PRC (for holders of Domestic Shares of the Company) as soon as possible and in any event not later than 24 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.
7. RECOMMENDATIONS
The Board believes that the proposed resolutions set out in the notice of the AGM are in the interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that all shareholders vote in favor of the resolutions as set out in the notice of the AGM.
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters, the omission of which would make any statement herein or this circular misleading.
Yours faithfully By order of the Board
Huaneng Power International, Inc.
Huang Chaoquan
Company Secretary
- 9 -
APPENDIX I
PROPOSED AMENDMENTS
| No. | Before the amendment | After the amendment |
|---|---|---|
| 1 | Article 3 Domicile of the Company: No. 6 Fuxingmennei Street (Huaneng Building), Xicheng District, Beijing, People’s Republic of China. | |
| Postal code: 100031 | ||
| Telephone number: 63226999 | ||
| Fax number: 63226888 | Article 3 Domicile of the Company: No. 6 Fuxingmennei Street (Huaneng Building), Xicheng District, Beijing, Huaneng Headquarters, Startup Zone, Xiong’an New Area, Hebei Province, People’s Republic of China. | |
| Postal code: 100031 071000 | ||
| Telephone number: 63226999 | ||
| Fax number: 63226888 |
- I-1 -
APPENDIX II
BIOGRAPHIES OF NEW DIRECTORS TO BE APPOINTED
Non-executive Director:
Mr. Li Jin
Mr. Li Jin, aged 59, is a member of the Communist Party of China. Mr. Li is currently a director and supervisor appointed by China Huaneng Group Co., Ltd. to serve in various subsidiaries, a director of Huaneng Lancang River Hydropower, Inc, and the chairman of the board of directors of Invesco Great Wall Fund Management Co., Ltd. Mr. Li has previously served as the vice president, president and a member of the party committee of China Huaneng Finance Co., Ltd., the president and a member of the party committee of Alltrust Insurance Company Limited, the vice president, the president, the vice chairman and the secretary of the party committee of Huaneng Capital Services Co., Ltd. Mr. Li graduated from the Graduate School of the People's Bank of China with a master's degree in Insurance, and holds the qualification of senior economist.
Aside from the disclosures above, Mr. Li has no other relationships with the de facto controllers of the Company or any shareholders holding more than 5% of the Company's shares. As at the Latest Practicable Date, Mr. Li has not been subject to any penalties imposed by the China Securities Regulatory Commission and other relevant authorities, nor has he been disciplined by any stock exchange.
Mr. Li will not receive any emolument for his appointment as a Director of the Company. Save as disclosed above, as at the Latest Practicable Date, Mr. Li: (i) does not have any relationships with any Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) has not held any directorships in public companies listed on any securities market in Hong Kong or overseas in the past three years and does not have any other major appointments or professional qualifications; (iii) does not hold any other positions in the Company or any of its subsidiaries; and (iv) does not have any interests in the shares and underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.
In addition, there is no other information relating to the proposed appointment of Mr. Li as a Director of the Company that is required to be disclosed pursuant to Rules 13.51(2) (h) to 13.51(2) (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company.
APPENDIX II
BIOGRAPHIES OF NEW DIRECTORS TO BE APPOINTED
Mr. Gao Guoqin
Mr. Gao Guoqin, aged 58, is a member of the Communist Party of China. Mr. Gao is currently the party secretary and chairman of the board of directors of Liaoning Energy Investment (Group) Co., Ltd. Mr. Gao has previously served as the deputy plant manager and chief engineer of the thermal power plant of Liaoning Tiefa Mineral Bureau, deputy plant manager and plant manager of the thermal power plant of Liaoning Iron and Coal Group, plant manager of the thermal power plant of Liaoning Tiefa Energy Co., Ltd., party secretary, chairman of the board of directors and general manager of Liaoning Diaobingshan Coal Gangue Power Generation Co., Ltd., deputy chief engineer of Liaoning Energy Group, vice general manager of Liaoning Energy Industry Co., Ltd., party secretary and chairman of the board of directors of Hongyang Thermal Power, deputy party secretary, deputy chairman and general manager of Liaoning Energy Investment (Group) Co., Ltd., and party secretary and chairman of Liaoneng Hongyang Thermal Power Co., Ltd.* Mr. Gao graduated from Dalian University of Technology with a master's degree in business administration and is qualified as a researcher senior engineer.
Aside from the disclosures above, Mr. Gao has no other relationships with the de facto controllers of the Company or any shareholders holding more than 5% of the Company's shares. As at the Latest Practicable Date, Mr. Gao has not been subject to any penalties imposed by the China Securities Regulatory Commission and other relevant authorities, nor has he been disciplined by any stock exchange.
Mr. Gao will not receive any emolument for his appointment as a Director of the Company. Save as disclosed above, as at the Latest Practicable Date, Mr. Gao: (i) does not have any relationship with any Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) has not held any directorships in public companies listed on any securities market in Hong Kong or overseas in the past three years and does not have any other major appointments or professional qualifications; (iii) does not hold any other positions in the Company or any of its subsidiaries; and (iv) does not have any interests in the shares and underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.
In addition, there is no other information relating to the proposed appointment of Mr. Gao as a Director of the Company that is required to be disclosed pursuant to Rules 13.51(2) (h) to 13.51(2) (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders of the Company.
- for identify purpose only
NOTICE OF AGM
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
- To consider and approve the working report from the Board of Directors of the Company for 2024
- To consider and approve the working report from the Supervisory Committee of the Company for 2024
- To consider and approve the audited financial statements of the Company for 2024
- To consider and approve the profit distribution plan of the Company for 2024 (Note 1)
SPECIAL RESOLUTIONS
- To consider and approve the proposal regarding the granting of general mandate to issue domestic and/or overseas debt financing instruments (Note 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)
-
To consider and approve the proposal regarding the change of the Company’s domicile and the amendments to the Articles of Association (Note 2)
-
AGM-1 -
NOTICE OF AGM
ORDINARY RESOLUTIONS WITH THE ADOPTION OF CUMULATIVE VOTING SYSTEM
- 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)
Xia Qing (Independent Non-executive Director)
Huang Lixin (Executive Director)
He Qiang (Independent Non-executive Director)
Du Daming (Non-executive Director)
Zhang Liying (Independent Non-executive Director)
Zhou Yi (Non-executive Director)
Zhang Shouwen (Independent Non-executive Director)
Li Lailong (Non-executive Director)
Dang Ying (Independent Non-executive Director)
Cao Xin (Non-executive Director)
Ding Xuchun (Non-executive Director)
Wang Jianfeng (Non-executive Director)
Beijing, the PRC
30 May 2025
Notes:
- 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).
- Please refer to the circular of the Company dated 30 May 2025 for details.
NOTICE OF AGM
3. 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.
4. 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.
5. REGISTRATION OF H SHAREHOLDERS
- 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.
- AGM-3 -
NOTICE OF AGM
- 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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