Securities code: Huaneng Power International Inc(600011) securities abbreviation: Huaneng Power International Inc(600011) Announcement No.: 2022013
Huaneng Power International Inc(600011)
Announcement of resolutions of the 21st Meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Huaneng Power International Inc(600011) (“the company” or ” Huaneng Power International Inc(600011) “) the board of directors convened the 21st Meeting of the 10th board of directors (“the meeting” or “the meeting”) on March 22, 2022 at the headquarters of the company by on-site combined with communication. The meeting notice and supplementary notice were sent in writing on March 7, 2022 and March 18, 2022 respectively. 15 directors shall attend the meeting and 15 directors shall attend in person. The company’s supervisors, senior managers and Secretary of the board of directors attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association. Chairman Zhao Keyu presided over the meeting. The meeting considered and unanimously adopted the following resolutions:
1、 Agree with the work report of the general manager of the company in 2021
2、 Agree to the work report of the board of directors in 2021
3、 Proposal on the company’s provision for major asset impairment
The board of directors of the company believes that the provision for asset impairment this time is based on the principle of prudence, fully based and fairly reflects the asset status of the company, and agrees to the provision for asset impairment this time.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Huaneng Power International Inc(600011) on the provision for asset impairment disclosed.
4、 Proposal on the financial write off of the company’s asset losses
In 2021, the company’s eligible asset impairment reserves to be written off are as follows:
On March 19, 2019, the 18th meeting of the ninth board of directors deliberated and approved the provision for impairment of the gasification roadway of Huaneng Jiaxiang Power Generation Co., Ltd. of RMB 1211899188. The asset was scrapped in 2021. Now it is proposed to write off the provision for impairment. At the 28th meeting of the ninth board of directors on March 31, 2020, it was considered and approved that the provision for impairment of desulfurization units of units 5 and 6 of Huaneng Liaocheng Thermal Power Co., Ltd. was 2403711107 yuan. The asset was scrapped in 2021. Now it is proposed to write off the provision for impairment.
5、 Agree to the company’s 2021 annual financial statement report
6、 About the company’s profit distribution plan for 2021
According to the articles of association, since the net profit attributable to the shareholders of the company realized in the current year is negative, considering the investment demand of the company’s transformation and development and the increase of the company’s asset liability ratio in 2021, it is agreed that no profit distribution will be carried out in 2021.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Huaneng Power International Inc(600011) on profit distribution plan in 2021 disclosed.
7、 Proposal on appointing auditors of the company in 2022
Agree to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the domestic auditor of the company in 2022 and the auditor of American 20f annual report; Appoint Ernst & young as the Hong Kong auditor of the company in 2022. The audit fee for 2022 is proposed to be 27.83 million yuan, including internal control audit fee of 3.98 million yuan, which shall be adjusted according to the actual audit scope.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Huaneng Power International Inc(600011) on renewing the appointment of accounting firms disclosed.
8、 Report of the board of directors on the evaluation of the company’s internal control in 2021
Agree to the Huaneng Power International Inc(600011) 2021 annual internal control evaluation report and authorize the chairman to sign it.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Huaneng Power International Inc(600011) 2021 disclosed.
9、 Agree with the company’s 2021 environmental, social and Governance Report
10、 Agree to the 2021 annual social responsibility report of the company
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed Huaneng Power International Inc(600011) 2021 annual social responsibility report.
11、 Agree to the 2021 annual report of the company
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of Huaneng Power International Inc(600011) 2021 disclosed.
12、 Agree to the special report on the deposit and actual use of raised funds in 2021
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report of Huaneng Power International Inc(600011) on the deposit and actual use of raised funds in 2021 disclosed.
13、 Agree with the report on continuous risk assessment of China Huaneng Finance Co., Ltd
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The report on continuous risk assessment of China Huaneng Finance Co., Ltd.
14、 Proposal on the issuance amount of short-term financing bonds, ultra short-term financing bonds and non-public directional debt financing instruments of the company
It is agreed that (1) from the approval of the 2021 annual general meeting of shareholders of the company to the end of the 2022 annual general meeting of shareholders, short-term financing bonds with a principal balance of no more than 10 billion yuan (“short-term financing”) shall be issued in one or more rolling times Ultra short term financing bonds (“ultra short term financing”) of no more than 30 billion yuan and non-public directional debt financing instruments (“private placement bonds”) of no more than 6 billion yuan (that is, at any time point during the aforesaid authorization period, the balance of short-term financing principal issued by the company within the valid duration shall not exceed 10 billion yuan, the balance of ultra short-term financing principal shall not exceed 30 billion yuan, and the balance of private placement bond principal shall not exceed 6 billion yuan), It is used to optimize the company’s financing structure, expand financing channels and reduce financing costs; (2) The general meeting of shareholders is requested to authorize the board of directors or two or more (including two) directors of the company to decide the specific terms and conditions of short-term financing, ultra short-term financing and private placement bonds and other relevant matters according to the needs of the company and market conditions, including but not limited to determining the amount and term of short-term financing, ultra short-term financing and private placement bonds actually issued within the scope specified in (1) above, And sign all necessary legal documents and make appropriate information disclosure.
15、 Proposal on general authorization to issue domestic and foreign debt financing instruments
1. It is agreed that the company will issue domestic and foreign debt financing tools with a principal balance of no more than RMB 100 billion in one or more times within or outside China, including but not limited to domestic debt financing instruments such as corporate bonds, corporate bonds and medium-term notes issued in the domestic market and inter-bank bond market, from the approval of the 2021 annual general meeting to the end of the 2022 annual general meeting, after being approved by the relevant regulatory authorities, And offshore debt financing instruments such as offshore RMB bonds, overseas US dollar bonds and other foreign currency bonds in the overseas market (including domestic and overseas perpetual bonds, including but not limited to perpetual medium-term bonds, renewable corporate bonds, renewable corporate bonds in the domestic market, perpetual bonds in the overseas market or domestic and foreign currency perpetual bonds with uncertain maturity issued in China or abroad as permitted by other applicable laws and regulations).
(for the avoidance of any doubt, the debt financing instruments in this proposal do not include short-term financing bonds, ultra short-term financing bonds and non-public directional debt financing instruments issued by the domestic inter-bank bond market.)
2. The general meeting of shareholders is requested to authorize the board of directors or two or more (including two) directors to decide the specific terms and conditions of issuing relevant debt financing instruments and related matters according to the needs of the company, market conditions and regulatory requirements, including (but not limited to):
(1) Determine the specific issues of the issuance of relevant debt financing instruments, including but not limited to the type of bonds, the issuer, whether to issue by stages, the currency, amount and term of each issue, the term and method of principal and interest repayment, the issuance method, placement method, specific terms, the interest rate of the issuing bank or its determination method, and guarantee matters. If corporate bonds are issued in the domestic market, they must also meet the following conditions: the maximum term shall not exceed 20 years (perpetual bonds are not subject to this limit), which can be a single term variety or a combination of multiple term varieties; The raised funds will be used to meet the needs of the company’s production and operation, adjust the debt structure, supplement working capital and / or project investment; Subject to the provisions of applicable laws and regulatory requirements, public offering or non-public offering can be adopted, and the placement can be made to the shareholders of the company. The specific issuance method and placement arrangement (including whether the placement is made or not, the placement proportion, etc.) shall be determined by the board of directors or two or more directors according to the market conditions and specific issues of the issuance.
(2) Represent the company in all negotiations related to the issuance of debt financing instruments, sign all relevant agreements and other necessary documents, and make appropriate information disclosure.
(3) Handle the approval of applying to the relevant regulatory authorities for the issuance of relevant debt financing instruments, and make appropriate adjustments to the specific issuance scheme according to the opinions of the regulatory authorities (if any).
(4) Take all necessary actions to decide / handle other specific matters related to the issuance of debt financing instruments. 3. The validity period of the resolution of the general meeting of shareholders on the issuance of relevant debt financing instruments is from the approval of the 2021 annual general meeting of shareholders to the end of the 2022 annual general meeting of shareholders. If the board of directors or two or more (including two) directors have decided on the issuance or partial issuance of relevant debt financing instruments within the validity period of authorization, and the company has also obtained the issuance approval, license, filing or registration (if applicable) from the regulatory authority within the validity period of authorization, the company may complete the issuance or partial issuance of relevant debt financing instruments within the validity period confirmed by the approval, license, filing or registration.
16、 Proposal on granting general authorization to the board of directors to issue additional domestic shares and / or overseas listed foreign shares
It is agreed to grant the board of directors a general authorization to issue additional domestic shares and / or overseas listed foreign shares of the company. The specific contents of the authorization are as follows:
(1) Subject to the conditions in paragraphs (3) and (4), the board of Huaneng Power International Inc(600011) directors (or the directors authorized by the board of directors) is generally and unconditionally authorized to exercise all the rights of Huaneng Power International Inc(600011) during the “relevant period”, decide to allot, issue and deal with domestic shares and / or overseas listed foreign shares alone or at the same time (including the securities convertible into such shares, subscribing for any shares or other securities converted into shares), and decide to allot Terms and conditions of issuance and disposal of new shares.
(2) The approval mentioned in paragraph (1) will authorize Huaneng Power International Inc(600011) board of directors (or the directors authorized by the board of directors) to make or grant share sale suggestions, agreements and share purchase options that need or may need to exercise such rights after the end of the “relevant period”.
(3) Huaneng Power International Inc(600011) the board of directors (or the director authorized by the board of directors) approves the conditional or unconditional distribution, distribution and The number of new domestic shares or new foreign shares listed abroad issued and disposed of (whether under the share purchase option or otherwise) (excluding the shares issued in the form of conversion of provident fund into share capital in accordance with China’s company law and Huaneng Power International Inc(600011) ‘s articles of association) It shall not exceed 20% of the number of domestic shares or overseas listed foreign shares issued by Huaneng Power International Inc(600011) at the time when the proposal was adopted by the annual general meeting of shareholders. (4) In exercising its rights in accordance with paragraph (1) above, Huaneng Power International Inc(600011) the board of directors (or the directors authorized by the board of directors) must: a) comply with the company law of the people’s Republic of China, the relevant provisions on the supervision of Huaneng Power International Inc(600011) listing place (as amended from time to time) and b) obtain the approval of the China Securities Regulatory Commission and other relevant Chinese government departments. When the board of directors exercises general authorization and issues new domestic shares, the company does not need to convene a class general meeting of shareholders; If, in accordance with the relevant laws and regulations in China, it is still necessary to convene the general meeting of shareholders even with general authorization, the approval of the general meeting of shareholders shall still be obtained.
(5) For the purpose of this motion:
“Relevant period” refers to the period from the date when the proposal is adopted by the annual general meeting of shareholders to the earlier of the following:
A Huaneng Power International Inc(600011) at the end of the next annual general meeting of shareholders; or
B the date on which the shareholders withdraw or amend the authorization mentioned in this resolution through a special resolution at the general meeting of shareholders.
(6) Subject to the approval of relevant Chinese authorities and in accordance with relevant laws, administrative regulations, the regulatory provisions of Huaneng Power International Inc(600011) listing place and the articles of association of Huaneng Power International Inc(600011) the board of directors of Huaneng Power International Inc(600011) is authorized to increase the registered capital of Huaneng Power International Inc(600011) accordingly when exercising its rights according to paragraph (1) above, and after the allotment and issuance of new shares are completed, the method, type and Number and the actual situation of Huaneng Power International Inc(600011) equity structure at the completion of the allotment and issuance of new shares. Appropriate and necessary amendments shall be made to the relevant contents of Huaneng Power International Inc(600011) articles of association to reflect the changes of Huaneng Power International Inc(600011) capital structure and registered capital according to this authorization.
(7) Authorizes the board of directors of Huaneng Power International Inc(600011) or the directors authorized by the board of directors to sign necessary documents, go through necessary formalities and take other necessary actions to complete the allotment, issuance and listing of new shares without violating relevant laws, administrative regulations, regulatory provisions of Huaneng Power International Inc(600011) listing place and Huaneng Power International Inc(600011) articles of association. 17、 Agree to the “14th five year plan” development plan of the company
18、 Proposal on convening the 2021 annual general meeting of shareholders of the company
Since the second, fifth, sixth, seventh, fourteenth, fifteenth and sixteenth proposals in the above resolutions need to be submitted to the general meeting of shareholders of the company for deliberation, the board of directors of the company decided to convene the 2021 annual general meeting of shareholders of the company and submit the above proposals to the 2021 annual general meeting of shareholders of the company for deliberation. The time, place, agenda and other specific matters of the meeting shall be separately announced by the board of directors in the form of notice of the general meeting of shareholders.
The independent directors of the company agreed to the above-mentioned sixth, seventh, eighth and thirteenth proposals and expressed their opinions. The above resolution was deliberated and adopted in Beijing on March 22, 2022.
It is hereby announced.
electricity
