Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
December 23 2021 - 6:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2021
Commission File Number 001-13314
Huaneng Power International, Inc.
(Translation of registrant’s name into English)
Huaneng Power International, Inc.
Huaneng Building,
6 Fuxingmennei Street,
Xicheng District,
Beijing, 100031 PRC
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F. Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This Form 6-K consists of:
An announcement regarding resolutions passed at 2021 second extraordinary
general meeting of Huaneng Power International, Inc.(the "Registrant"), made by the Registrant on December 22, 2021.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HUANENG POWER INTERNATIONAL, INC.
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By:
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/s/ Huang Chaoquan
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Name:
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Huang Chaoquan
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Title:
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Company Secretary
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Date: December 23, 2021.
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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 announcement, 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 announcement.
RESOLUTIONS
PASSED AT
2021
SECOND EXTRAORDINARY GENERAL MEETING
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The Board is pleased to announce that the resolutions set out in the Notice was duly
passed by the shareholders at the EGM held on 21 December 2021.
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Reference is made to the notice
of meeting of 2021 second extraordinary general meeting (the “EGM” or the “Meeting”) of Huaneng
Power International, Inc. (the “Company”) dated 4 November 2021 (the “Notice”). Unless otherwise
stated, capitalised terms used herein shall have the same meanings as those used in the Notice.
The Board is pleased to announce
that the EGM was held at the Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC at 9:00
a.m. on 21 December 2021 and the resolutions set out in the Notice were duly passed by poll by the attending Shareholders and authorised
proxies carrying voting rights.
The convening of the Meeting was
in compliance with the Company Law of the PRC, the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited
(the “Hong Kong Listing Rules”) and relevant provisions of the Articles of Association of the Company. The Meeting
was convened by the board of directors of the Company. Mr. Zhao Keyu (Chairman) presided over the Meeting as the chairman of the Meeting.
4 out of 15 directors of the Company
attended the Meeting. Huang Jian (Director), Wang Kui (Director), Lu Fei (Director), Teng Yu (Director), Mi Dabin (Director), Cheng Heng
(Director), Li Haifeng (Director), Lin Chong (Director) and Liu Jizhen (independent non-executive Director), Zhang Xianzhi (independent
non-executive Director), Xia Qing (independent non-executive Director) were unable to attend the Meeting due to other work reasons; 2
out of 6 of the Supervisors of the Company attended the Meeting; Li Shuqing (Supervisor), Mu Xuan (Supervisor), Gu Jianguo (Supervisor),
Xia Aidong (Supervisor) were unable to attend the Meeting due to other work reasons; the Company Secretary Huang Chaoquan and other relevant
senior management of the Company attended the Meeting.
ATTENDANCE AT THE EGM
As at the record date (i.e. 21
December 2021), there were totally 15,698,093,359 shares of the Company entitled to attend the EGM to vote for or against the resolutions
tabled thereat. Details of the shareholders and their proxies who attended the EGM which are set out below:
1. Number of Shareholders and proxies
who attended the Meeting (person(s))
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52
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Of which: A Shares
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48
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H Shares
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4
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2. Total number of Shares carrying voting rights held by Shareholders who attended the Meeting (Share)
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10,715,819,042
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Of which: A Shares
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8,772,426,675
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H Shares
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1,943,392,367
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3. Percentage of the total number of Shares held by Shareholders and proxies who attended the Meeting relative to the total number of Shares carrying voting rights of the Company (%)
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68.261915
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Of which: A Shares (%)
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55.882116
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H Shares (%)
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12.379799
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According to the Hong Kong Listing
Rules, China Huaneng Group Co., Ltd., Huaneng International Power Development Corporation, China Hua Neng Group Hong Kong Limited, China
Huaneng Group Treasury Management (Hong Kong) Limited and China Huaneng Finance Corporation Limited, being connected persons (shareholders
of the Company who are involved in or interested in the transactions as contemplated by the following resolutions considered at the EGM),
holding an aggregate of 7,266,576,866 ordinary shares of the Company, representing approximately 46.29% of the total issued shares of
the Company as at the record date, were required to abstain and had abstained from voting on the resolutions Nos.2 and 4 tabled at the
EGM. The Company was not aware of any parties indicating their intention to vote against any of the resolutions proposed at the Meeting.
None of our shareholders was entitled to attend and abstain from voting in favour as set out in Rule 13.40 of the Hong Kong Listing Rules.
CONSIDERATION OF THE RESOLUTIONS
AT THE EGM
As considered by Shareholders and
their respective proxies attending the EGM, relevant resolutions were voted by way of a combination of on-site voting and online voting.
The voting results of the EGM are set out as follows:
Ordinary
Resolutions
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Type
of votes
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For
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Against
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Abstain
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Whether or
not passed
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Number
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%
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Number
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%
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Number
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%
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1.
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To
consider and approve the Proposal regarding the Settlement of Fundraising Investment Projects and Use of Remaining Proceeds to Permanently
Replenish Working Capital
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A Shareholders
H Shareholders
All Shareholders
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8,772,425,375
1,942,463,447
10,714,888,822
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99.999985
99.952201
99.991319
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1,300
600,760
602,060
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0.000015
0.030913
0.005619
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0
328,160
328,160
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0.000000
0.016886
0.003062
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Passed
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2.
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To
consider and approve the Proposal regarding the Continuing Connected Transactions for 2022-2024 between the Company and Huaneng Finance
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A Shareholders
H Shareholders
All Shareholders
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2,091,580,868
1,080,251,888
3,171,832,756
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99.153098
73.418181
88.578535
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17,864,941
390,777,559
408,642,500
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0.846902
26.558785
11.412000
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0
338,920
338,920
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0.000000
0.023034
0.009465
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Passed
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3.
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To
consider and approve the Proposal regarding the Provision of Guarantee by Shandong Company to its subsidiary
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A Shareholders
H Shareholders
All Shareholders
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8,772,425,375
1,942,408,207
10,714,833,582
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99.999985
99.949359
99.990804
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1,300
626,640
627,940
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0.000015
0.032244
0.005860
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0
357,520
357,520
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0.000000
0.018397
0.003336
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Passed
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4.
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To
consider and approve the Proposal regarding the Continuing Connected Transactions for 2022 between the
Company and Huaneng Group
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A Shareholders
H Shareholders
All Shareholders
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2,109,445,709
1,470,417,687
3,579,863,396
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99.999995
99.933758
99.972778
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100
628,000
628,100
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0.000005
0.042681
0.017540
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0
346,680
346,680
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0.000000
0.023561
0.009682
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Passed
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In accordance with the relevant
provisions of the Company Law and the Articles of Association of the Company, resolutions numbered 1 to 4 are ordinary resolutions and
were passed by more than 50% of the total number of shares carrying voting rights held by those who attended the EGM in person or by proxies.
SCRUTINEER
Pursuant to the Hong Kong Listing
Rules, the H Share Registrar of the Company (Hong Kong Registrars Limited) was appointed as the scrutineer at the EGM for the purpose
of vote-takings.
WITNESS OF LAWYERS
The EGM was attended and witnessed
by Mr. Bian Hao and Ms. Shi Jinning, lawyers from Haiwen & Partners, which had issued the legal opinion. The witnessing lawyers were
of the opinion that: the convening and holding procedures of the EGM of the Company, the eligibility of the persons attending the EGM
and the voting procedures for the EGM were in compliance with the stipulations of the relevant laws and the Articles of Association, and
that the Meeting was lawful and valid.
By Order of the Board
Huaneng Power International,
Inc.
Huang Chaoquan
Company Secretary
As at the date of this announcement, the directors of the
Company are:
Zhao Keyu (Executive Director)
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Xu Mengzhou (Independent Non-executive Director)
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Zhao Ping (Executive Director)
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Liu Jizhen (Independent Non-executive Director)
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Huang Jian (Non-executive Director)
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Xu Haifeng (Independent Non-executive Director)
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Wang Kui (Non-executive Director)
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Zhang Xianzhi (Independent Non-executive Director)
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Lu Fei (Non-executive Director)
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Xia Qing (Independent Non-executive Director)
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Teng Yu (Non-executive Director)
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Mi Dabin (Non-executive Director)
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Cheng Heng (Non-executive Director)
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Li Haifeng (Non-executive Director)
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Lin Chong (Non-executive Director)
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Beijing, the PRC
22 December 2021
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