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announcement.
(Stock Code: 902) RESOLUTIONS PASSED AT THE SEVENTH MEETING OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS
This announcement is made by Huaneng Power International,
Inc. (the "Company") pursuant to Rule 3.09(2) of the Rules
Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited.
On 20 March 20 , the Board of Directors ("the Board") of the
Company convened the Seventh Meeting of the Seventh Session
of the Board at the Company's headquarters at Huaneng
Building, 4 Fuxingmennei Street, Xicheng District, Beijing.
Fifteen Directors were eligible to attend the meeting. The
attendants of the meeting included fifteen Directors, either
in person or by proxy (Mr. Huang Mingyuan (Non-executive
Director) and Mr. Zhang Shouwen (Independent Non-executive
Director), being engaged by other matters, was absent from
the meeting and had appointed Mr. Cao Peixi (Chairman) and
Shao Shiwei (Independent Non-Executive Director) as
respective proxy for voting), the Supervisors, the Secretary
of the Board and other senior management of the Company. The
convening of this meeting complied with the Companies Law of
the People's Republic of China and the articles of
association of the Company. Mr. Cao Peixi, Chairman, presided
over the meeting. The following resolutions were considered
and approved at the meeting:
. The Working Report of the President of the Company for
20
2. The Working Report of the Board of Directors of the
Company for 20
3. Proposal on Write-off of the Assets Impaired
The Company's write-off of the loss of assets for year 20
amounted to RMB5,485,24 . 0 of which, write-off of fixed
assets that became obsolete amounted to RMB3, 5,375.32 and
write-off inventory on closing down of generating units
amounted to RMB2,369,865.78.
4. The financial statements of the Company for 20
5. The profit distribution plan of the Company for 20
As per the annual financial statements audited by
PricewaterhouseCoopers Zhong Tian CPAs Limited Company and
PricewaterhouseCoopers, the net profit attributable to
shareholders of the Company for the accounting year ended 3
December 20 under PRC GAAP and International Financial
Reporting Standards was RMB ,268,245,238 and RMB , 80,5 ,443,
respectively. 0% of the net profit attributable to
shareholders of the Company for 20 under PRC GAAP (i.e. RMB
,268,245,238) should be appropriated to the statutory surplus
reserve fund, amounting to RMB 26,824,524. There was no
appropriation to discretionary surplus reserve fund.
According to the applicable laws and the articles of
association of the Company, dividends for distribution by the
Company are based on the lower of the net profit attributable
to shareholders of the Company determined in accordance with
the above two accounting standards.
The Company's proposed profit distribution plan for 20 is a
cash dividend of RMB0.05 (tax inclusive) for each ordinary
share of the Company, which is on the basis of the total
share capital of the Company. It was estimated that the total
amount of cash to be paid as dividends will be RMB702,769,
72.
2
6. Proposal regarding the appointment of the Company's
auditors for 20 2
It was resolved to appoint KPMG Huazhen CPAs Co. Ltd. as the
PRC auditors of the Company and KPMG as the Company's
international auditors for 20 2 with a total remuneration of
RMB25. 4 million (of which, the remuneration for financial
audit and for internal control audit be estimated to be RMB
9. 4 million and RMB six million, respectively).
7. Proposal regarding the Special Report on the Retaining and
Actual Application of the Proceeds from the Fund-raising
Exercises by the Company
8. The Self-evaluation Report on Internal Control of the
Company by the Board of
Directors
9. The Company's Social Responsibility Report for 20
0. The Company's annual report for 20 and its extract
. Proposal regarding the issue of short-term debentures of
the Company
It was agreed that (i) the Company be authorised to issue
short-term debentures of a principal amount up to RMB 5
billion (in either one or multiple tranches) in the PRC
within 2 months from the date on which the shareholders'
approval is obtained; and (ii) an approval to be sought at
the general meeting for an unconditional general mandate to
be given to the Company's Board of Directors or any two or
more Directors to determine the terms and conditions and
other relevant matters in relation to the respective tranches
of the issue of short-term debentures in accordance with the
need of the Company and the market conditions, including but
not limited to the final principal amount of the short-term
debentures to be issued and the terms thereof within the
prescribed scope as set out in (i) above, the execution of
all necessary legal documents, and the conduct of appropriate
information disclosures.
3
2. Proposal regarding the issue of super short-term
debentures
It was agreed that (i) the Company be authorised to apply to
the National Association of Financial Market Institutional
Investors for the quota of the issue of super short- term
debentures with a principal amount of not exceeding RMB30
billion within
2 months from the date of obtaining an approval at the
general meeting (to be issued within such period on a rolling
basis); (ii) an approval to be sought at the general meeting
for an unconditional general mandate to be given to the
Company's Board of Directors or any two or more Directors to
determine the specific terms and conditions and other
relevant matters in relation to the respective tranches of
the issue of the super short-term debentures in accordance
with the need of the Company and the market conditions,
including but not limited to the final principal amount of
the super short-term debentures to be issued and the terms
thereof within the prescribed scope as set out in (i) above,
the execution of all necessary legal documents, and the
conduct of appropriate information disclosures.
3. Proposal regarding the issue and private placement of
financial instruments of financial instruments
It was agreed that (i) the Company be authorised to apply to
the National Association of Financial Market Institutional
Investors for the quota of the issue and private placement of
financial instruments with a principal amount of not
exceeding RMB 5 billion within 2 months from the date of
obtaining an approval at the gerenal meeting (to be issued
within such period on a rolling basis); (ii) an approval to
be sought at the general meeting for an unconditional general
mandate to be given to the Company's Board of Directors or
any two or more Directors to determine the specific terms and
conditions and other relevant matters in relation to the
respective tranches of the issue in accordance with the need
of the Company and the market conditions, including but not
limited to the final principal amount of the financial
instruments to be issued and the terms thereof within the
prescribed scope as set out in (i) above, the execution of
all necessary legal documents, and the conduct
of appropriate information disclosures.
4
4. Proposal regarding appointment of member of Remuneration
and Appraisal
Committee of the Seventh Session of the Board of
Directors.
It was resolved to appoint Mr. Guo Hongbo as a member of
Remuneration and
Appraisal Committee of the Seventh Session of the Board of
Directors.
5. Proposal regarding change of Company secretary
It was resolved to appoint Mr. Du Daiming as the secretary to
the Board of Directors (qua the position of company secretary
under The Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, same as hereinafter) of
the Company.
It was resolved to accept the resignation of Mr. Gu Biquan as
the secretary to the Board of Directors (qua the position of
company secretary under The Rules Governing the Listing of
Securities on the Stock Exchange of Hong Kong Limited, same
as hereinafter) of the Company.
The resignation of Mr. Gu Biquan from the position of
secretary to the Board of Directors and the appointment of
Mr. Du Daiming as the secretary to the Board of Directors
will take effect on the date on which Mr. Du Daiming's
appointment is approved by The Stock Exchange of Hong Kong
Limited.
The Board of Directors of the Company were satisfied with the
performance of Mr. Gu Biquan during his term of service as
secretary to the Board of Directors. The Board of Directors
of the Company highly appraised his contributions to the
Company in the past years and expressed its sincere gratitude
thereto.
6. Proposal regarding resignation of Mr. Lin Gang from the
position of Vice
President
Mr. Lin Gang has submitted to the Board of Directors his
report regarding resignation from the position of Vice
President.
5
The Board of Directors of the Company were satisfied with the
performance of Mr. Lin Geng during his term of service as
Vice President. The Board of Directors of the Company highly
appreciated his contributions to the Company in the past
years and expressed its sincere gratitude thereto.
7. Proposal regarding the convening of the Company's annual
general meeting for
20
As resolutions numbered 2, 4, 5, 6, , 2 and 3 above should be
tabled at the general meeting for 20 for approval, the Board
has decided to convene the annual general meeting for 20 to
approve such matters. Details of the time, venue and agenda
of the general meetings will be announced by way of notice of
annual general meeting after the same has been fixed by the
Board.
By Order of the Board Huaneng Power International, Inc. Gu
Biquan
Company Secretary
6
As at the date of this announcement, the directors of the
Company are:
Cao Peixi Shao Shiwei
(Executive Director) (Independent Non-executive Director)
Huang Long Wu Liansheng
(Non-executive Director) (Independent Non-executive Director)
Li Shiqi Li Zhensheng
(Non-executive Director) (Independent Non-executive Director)
Huang Jian Qi Yudong
(Non-executive Director) (Independent Non-executive Director)
Liu Guoyue Zhang Shouwen
(Executive Director) (Independent Non-executive Director)
Fan Xiaxia
(Executive Director)
Shan Qunying
(Non-executive Director)
Guo Hongbo
(Non-executive Director)
Xu Zujian
(Non-executive Director)
Huang Mingyuan
(Non-executive Director)
Beijing, the PRC
2 March 20 2
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distributed by | This press release was issued by Huaneng Power International Inc. and was initially posted at http://www.hpi.com.cn/sites/english/announcementH/e00902 (2).pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-21 00:53:29 AM. The issuer is solely responsible for the accuracy of the information contained therein. |