FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
The
Securities Exchange Act of 1934
For
the month of December, 2009,
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
Form
20-F X
Form 40-F _____
(Indicate
by check mark whether the registrant by furnishing the information contained in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
Yes
____No X
(If
"Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b): 82-__________. )
N/A
Huaneng
Power International, Inc.
West
Wing, Building C, Tianyin Mansion
No.
2C Fuxingmennan Street
Xicheng
District
Beijing,
100031 PRC
This
Form 6-K consists of:
An
announcement on resolution passed at the extraordinary general meeting of
Huaneng Power International, Inc. (the "Registrant"), made by the Registrant on
December 23, 2009.
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this document, 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 document.
(a Sino-foreign joint stock
limited company incorporated in the People's Republic of China)
(Stock Code: 902)
RESOLUTION
PASSED AT THE
EXTRAORDINARY
GENERAL MEETING
This
announcement sets out the resolution passed at the EGM held on 22 December
2009.
Reference is
made to the notice of the extraordinary general meeting (the “EGM” or the
“Meeting”) of Huaneng Power International, Inc. (the “Company”) issued on 6
November 2009.
The EGM was
held at 9:00 a.m. on 22 December 2009 at the headquarters of the Company at West
Wing, Building C, Tianyin Mansion, 2C, Fuxingmennan Street, Xicheng District,
Beijing, the People’s Republic of China. As entrusted by Mr. Cao Peixi (Chairman
of the Company), Mr Huang Long, Vice Chairman of the Company, presided over the
EGM as the chairman.
As at the
record date (i.e. 20 November 2009) (the “Record Date”), there
were totally
12,055,383,440 shares of the Company entitled to attend the EGM and to vote for
or against the resolution tabled thereat. Shareholders and authorized proxies
holding an aggregate of 9,572,298,135 shares of the Company, representing 79.40%
of the total shares of the Company, were present at the EGM. Holders of
550,639,920 H shares of the Company, through HKSCC (Nominees) Limited, appointed
the chairman of the Meeting as their proxy to attend and vote on their behalf.
Holders of 691,735,668 H shares of the Company, through HSBC Nominees (Hong
Kong) Limited, appointed the chairman of the Meeting as their proxy to attend
and vote on their behalf.
According to
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited, connected persons (including China Huaneng Group and its respective
associates and shareholders of the Company who are involved in or interested in
the transactions as contemplated by the resolution to be considered at the EGM)
holding an aggregate of 6,141,786,667 shares of the Company, representing 50.95%
of the total issued share capital of the Company as of the Record Date, shall
abstain and has abstained from voting on the resolution tabled at the
EGM.
Hong Kong
Registrars Limited, the share registrar of the Company, jointly with Haiwen
& Partners, the Company’s PRC counsel, acted as the scrutineer for the
vote-takings.
After
reviewing the resolution proposed by the board of directors, the shareholders of
the Company and their proxies present at the Meeting resolved through voting by
way of a poll to approve the following resolutions:
Ordinary
Resolutions
|
1.
|
To
consider and approve the framework agreement on the continuing
|
|
|
connected
transactions (for 2010) between Huaneng Power International Inc. and China
Huaneng Group, the continuing connected transactions as contemplated
thereby and the transaction caps
thereof
|
4,964,871,113
shares, representing approximately 99.95% of the total number of shares held by
the shareholders (including proxies) present at the EGM carrying voting rights,
voted for the resolution, while 2,271,320 shares voted against the
resolution.
|
2.
|
To
consider and approve the capital contribution agreement among Huaneng
Power International Inc., China Huaneng Group and Huaneng International
Power Development Corporation, and the transaction as contemplated
thereby
|
4,964,696,393
shares, representing approximately 99.95% of the total number of shares held by
the shareholders (including proxies) present at the EGM carrying voting rights,
voted for the resolution, while 2,361,840 shares voted against the
resolution.
By Order of
the Board
Gu
Biquan
Company
Secretary
As at the
date of this announcement, the directors of the Company are:
|
Cao
Peixi
|
Liu
Jipeng
|
|
(Executive
Director)
|
(Independent
Non-executive Director)
|
|
Huang
Long
|
Yu
Ning
|
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
|
Wu
Dawei
|
Shao
Shiwei
|
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
|
Huang
Jian
|
Zheng
Jianchao
|
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
|
Liu
Guoyue
|
Wu
Liansheng
|
|
(Executive
Director)
|
(Independent
Non-executive Director)
|
Fan
Xiaxia
(Executive
Director)
Shan
Qunying
(Non-executive
Director)
Xu
Zujian
(Non-executive
Director)
Huang
Mingyuan
(Non-executive
Director)
Liu
Shuyuan
(Non-executive
Director)
Beijing, the
PRC
23 December
2009
SIGNATURE
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 under-signed, thereunto duly
authorized.
|
HUANENG
POWER INTERNATIONAL, INC.
|
|
|
By /s/ Gu
Biquan
|
|
|
Name: Gu
Biquan
|
|
|
Title: Company
Secretary
|
Date: December
23, 2009