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 January, 2006
(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
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(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
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(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:
The announcement on resolutions passed at the extraordinary general meeting of
Huaneng Power International, Inc. (the "Registrant"), made by the Registrant in
English on January 18, 2006.
[GRAPHIC OMITTED]
(a Sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 902)
RESOLUTIONS PASSED AT Extraordinary GENERAL MEETING
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This announcement sets out the resolutions passed at the EGM convened on 18th
January 2006.
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The extraordinary general meeting (the "EGM") of Huaneng Power International,
Inc. (the "Company") was held at 9:00 a.m. on Wednesday, 18th January 2006 at
the office 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. Li Xiaopeng (Chairman of the Company), Mr. Wang Xiaosong
(Vice Chairman of the Company) presided over the EGM as the chairman. The
shareholders of the Company and their proxies, directors and supervisors of the
Company attended the EGM.
There were a total of 12,055,383,440 shares of the Company as at the record
date ("Record Date", i.e. 19th December 2005) entitled to attend the EGM to
vote for or against the resolutions tabled thereat. Shareholders and authorised
proxies holding an aggregate of 9,288,129,785 shares of the Company,
representing 77.05% of the total shares of the Company, were present at the
EGM. Holders of 346,138,749 H shares of the Company, through HKSCC Nominees
Limited, appointed the chairman of the meeting to attend and vote on their
behalf. Holders of 411,475,880 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.
Hong Kong Registrars Limited, the share registrar for the Company, jointly with
Haiwen & Partners, the Company's PRC counsel, acted as the scrutineer for the
vote-takings.
After reviewing the resolutions 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 Resolution:
1. Proposal regarding change of supervisor - To appoint Mr. Guo Junming as
supervisor
Biography of Mr. Guo Junming
Mr. Guo Junming, aged 40, graduated from Shanxi Finance and Economic Institute
specialising in business finance and accounting. Mr. Guo is a senior accountant
and serves in China Huaneng Group as deputy chief accountant. He was, among
other things, deputy manager of the finance department of China Huaneng Group,
vice president and president of China Huaneng Finance Limited Liability
Company, president of Huaneng Capital Services Limited Company, and manager of
the finance department of China Huaneng Group.
Other than the relationship arising from his supervisorship with the Company,
Mr. Guo has not held any directorship in any other public companies listed on
the Hong Kong Stock Exchange in the past three years and he does not have any
relationships with any other Directors, senior management, substantial
shareholders or controlling shareholders (as defined in the Listing Rules) of
the Company. Mr. Guo has no interests in the shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance. After obtaining
approval from shareholders in respect of Mr. Guo's appointment, the Company
will enter into a service contract with Mr. Guo for a term expiring in June
2008. The remuneration will be determined with reference to the PRC market
conditions. No other matters should be brought to the attention of the
shareholders of the Company in respect to Mr. Guo's appointment.
9,280,563,025 shares were voted in the affirmative and 7,566,760 shares were
voted in the negative, representing approximately 99.92% and approximately
0.08%, respectively, of the total number of shares held by the shareholders
(including proxies) present at the EGM carrying voting rights.
Special Resolutions:
2. To approve that (i) an approval to be given to the Company to issue
within the PRC asset-backed debt financing products of a principal amount
up to RMB15 billion (in either one or multiple tranches) within 15 months
from the date on which shareholders' approval is obtained; (ii) 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 asset-backed debt financing products in
accordance with the need of the Company and the market conditions,
including but not limited to the final principal amount of the
asset-backed debt financing products to be issued and the term 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.
8,633,979,479 shares were voted in the affirmative and 192,203,454 shares
were voted in the negative, representing approximately 97.27% and
approximately 2.73%, respectively, of the total number of shares held by
the shareholders (including proxies) present at the EGM carrying voting
rights.
3. To approve that (i) an approval to be given to the Company to issue
within the PRC short-term debentures of a principal amount up to RMB5
billion (in either one or multiple tranches) within 12 months from the
date on which shareholders' approval is obtained; (ii) 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 term 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.
8,633,979,479 shares were voted in the affirmative and 192,203,454 shares
were voted in the negative, representing approximately 97.27% and
approximately 2.73%, respectively, of the total number of shares held by
the shareholders (including proxies) present at the EGM carrying voting
rights.
By Order of the Board
Li Xiaopeng
Chairman
As at the date of this announcement, the directors of the Company are:
Li Xiaopeng Qian Zhongwei
(Executive director) (Independent non-executive director)
Huang Yongda Xia Donglin
(Executive director) (Independent non-executive director)
Wang Xiaosong Liu Jipeng
(Non-executive director) (Independent non-executive director)
Na Xizhi Wu Yusheng
(Executive director) (Independent non-executive director)
Huang Long Yu Ning
(Executive (Independent non-executive director)
director) Wu Dawei
(Non-executive director)
Shan Qunying
(Non-executive director)
Ding Shida
(Non-executive director)
Xu Zujian
(Non-executive director)
Liu Shuyuan
(Non-executive director)
Beijing, the PRC
18th January 2006
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/ Huang Long
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Name: Huang Long
Title: Company Secretary
Date: January 18, 2006