Huaneng Power International : ANNOUNCEMENT ON RESOLUTIONS PASSED AT 2019 SECOND EXTRAORDINARY GENERAL MEETING

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(Stock Code: 902)

ANNOUNCEMENT ON RESOLUTIONS PASSED AT

2019 SECOND EXTRAORDINARY GENERAL MEETING

The Board is pleased to announce that all the resolutions set out in the Notice were duly passed by the shareholders by way of poll at the EGM held on 17 December 2019.

Reference is made to the notice of meeting of 2019 second extraordinary general meeting (the "EGM" or the "Meeting") of Huaneng Power International, Inc. (the "Company") dated 1 November 2019. 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 9:00 a.m. on 17 December 2019 at the Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC 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. After election by more than one half of the Directors, Huang Jian (Director), presided over the Meeting as the chairman of the Meeting.

4 out of 12 directors of the Company attended the meeting. Shu Yinbiao (Chairman), Wang Yongxiang (Director), Mi Dabin (Director), Guo Hongbo (Director), Cheng Heng (Director), Yue Heng (Independent Director), Liu Jizhen (Independent Director) and Xu Haifeng (Independent Director) were unable to attend the Meeting due to other work reasons. 2 out of 6 supervisors of the Company attended the meeting. Mu Xuan (Vice Chairman of Supervisory Committee), Zhang Mengjiao (Supervisor), Gu Jianguo (Supervisor) and Zhang Xiaojun (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.

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ATTENDANCE AT THE EGM

As at the record date (i.e. 26 November 2019), 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 EGM (person(s))	29
	Of which: A Shares	25
	H Shares	4
2.	Total number of Shares carrying voting rights held by Shareholders who
	attended the Meeting (Share)	2,932,092,601
	Of which: A Shares	1,974,556,221
	H Shares	957,536,380
3.	Percentage of the total number of Shares held by Shareholders and proxies
	who attended the EGM relative to the total number of Shares carrying voting
	rights of the Company (%)	34.321128%
	Of which: A Shares (%)	23.112844%
	H Shares（%）	11.208284%

According to the Hong Kong Listing Rules, China Huaneng Group Co., Ltd., Huaneng International Power Development Corporation, China Hua Neng Group 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 7,154,980,866 ordinary shares of the Company, representing approximately 45.58% 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.1 to 3 tabled at the EGM. The Company was not aware of any parties indicating their intention to vote against 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.

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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:

			For		Against		Abstain		Whether or
No.	Details of the resolutions	Type of votes	Number	%	Number	%	Number	%	not passed
				Ordinary Resolutions
1	To consider and approve the	A Shareholders	1,974,469,221	99.995594	74,000	0.003748	13,000	0.000658
	proposal regarding the	H Shareholders	954,455,918	99.678293	2,398,942	0.250533	681,520	0.071174
	continuing connected	All Shareholders	2,928,925,139	99.891973	2,472,942	0.084340	694,520	0.023687	Passed
	transactions for 2020
	between the Company and
	Huaneng Group
2	To consider and approve the	A Shareholders	1,965,009,437	99.516510	9,546,784	0.483490	0	0.000000
	proposal regarding the	H Shareholders	580,651,374	60.640137	376,215,606	39.289954	669,400	0.069909
	continuing connected	All Shareholders	2,545,660,811	86.820614	385,762,390	13.156556	669,400	0.022830
	transactions (from 2020 to								Passed
	2022) between the
	Company and Huaneng
	Finance
3	To consider and approve the	A Shareholders	1,974,532,521	99.998800	23,700	0.001200	0	0.000000
	proposal regarding the	H Shareholders	955,812,698	99.819988	1,041,962	0.108817	681,720	0.071195
	continuing connected	All Shareholders	2,930,345,219	99.940405	1,065,662	0.036345	681,720	0.023250
	transactions (from 2020 to								Passed
	2022) between the
	Company and Tiancheng
	Leasing

In accordance with the relevant provision of the Company Law and the Articles of Association of the Company, resolutions numbered 1 to 3 (inclusive) 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.

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WITNESS OF LAWYERS

The EGM was attended and witnessed by Mr Bian Hao and Ms Meng Rui, lawyers from Haiwen & Partners who 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:

Shu Yinbiao (Executive Director)	Yue Heng (Independent Non-executive Director)
Huang Jian (Non-executive Director)	Xu Mengzhou (Independent Non-executive Director)
Wang Yongxiang (Non-executive Director)	Liu Jizhen (Independent Non-executive Director)
Mi Dabin (Non-executive Director)	Xu Haifeng (Independent Non-executive Director)
Guo Hongbo (Non-executive Director)	Zhang Xianzhi (Independent Non-executive Director)
Cheng Heng (Non-executive Director)
Lin Chong (Non-executive Director)
Beijing, the PRC
18 December 2019

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