Exhibit (a)(5)
Second Meeting Notice
HUANENG POWER INTERNATIONAL, INC.
Notice is hereby given that a special general meeting for the independent
shareholders of Huaneng Power International, Inc. (the "Company") will be
held at 10:30 a.m. (local time) on 15th September, 2000 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, for the
purpose of considering and, if thought fit, passing the following
resolution which will be proposed as an ordinary resolution (which shall be
approved by at least the majority of ordinary shares of the independent
shareholders of the Company represented in person or by proxy in the
meeting):
ORDINARY RESOLUTION:
"THAT, subject the passing of a special resolution by the shareholders in
relation to the matters set out herein as required by the relevant laws of
the People's Republic of China,
o the terms of the Merger Agreement (defined as "the Agreement" in
the announcement made by the Company on 18th July, 2000) entered
into between the Company and Shandong Huaneng Power
Development Co. Ltd., the execution of the Merger Agreement by or
for and on behalf of the company, and the transactions contemplated
therein be and are hereby approved and confirmed; and
o any director of the Company be and is hereby authorized for and
on behalf of the Company to execute all such documents and to
do all such things as he may consider necessary for the purpose
of implementing the transactions contemplated by the Merger
Agreement."
By Order of the Board
Huang Long
Company Secretary
26 August, 2000
Registered address of the Company:
West Wing, Building C
Tianyin Mansion
2C, Fuxingmennan Street
Xicheng District
Beijing 100031
The People's Republic of ChinaNotes:
1. ELIGIBILITY FOR ATTENDING THE INDEPENDENT SHAREHOLDERS' SPECIAL GENERAL
MEETING
Save those connected persons as defined under the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited, holders
of the Company's Foreign Shares whose names appear on the HK$ Dividend
Foreign Shares Register and/or the US$ Dividend H Shares Register
maintained by HKSCC Registrars Limited and holders of domestic shares whose
names appear on the domestic shares register maintained by the Company at
the close of business on 16th August, 2000 are eligible to attend the
Independent Shareholders' Special General Meeting.
2. PROXY
i. A member eligible to attend and vote at the Independent
Shareholders' Special General Meeting is entitled to appoint,
in written form, one or more proxies to attend and vote on
behalf of him. A proxy needs not be a shareholder or an
independent shareholder.
ii. A proxy should be appointed by a written instrument signed by
the appointor or its attorney duly authorized in writing. If
the form of proxy is signed by the attorney of the appointor,
the power of attorney authorizing that attorney to sign or
other authorization document(s) shall be notarized.
iii. To be valid, the power of attorney or other authorization
document(s) which have been notarized together with the
completed form of proxy must be delivered, in the case of
holders of domestic shares, to the Company and, in the case of
holders of Foreign Shares, to HKSCC Registrars Limited, not
less than 24 hours before the time designate for holding of the
Independent Shareholders' Special General Meeting.
iv. A proxy may exercise the right to vote by a show of hands or by
poll. However, if more than one proxy is appointed by an
independent shareholder, such proxies shall only exercise the
right to vote by poll.
3. REGISTRATION PROCEDURES FOR ATTENDING THE INDEPENDENT SHAREHOLDERS'
SPECIAL GENERAL MEETING
An independent shareholder or his proxy shall produce proof of
identity when attending the meeting. If such independent shareholder
is a legal person, its legal representative or other persons
authorized by the board of directors or other governing body of such
shareholder may attend the Independent Shareholders' Special General
Meeting by producing a copy of the rofolution the board of directors or
other governing body of such independent shareholder appointing such
persons to attend the meeting.
4. CLOSURE OF REGISTER MEMBERS
The register of members of the Company will be closed form 16th
August, 2000 to 14th September, 2000 (both days inclusive).
5. OTHER BUSINESS
i. The Independent Shareholders' Special General Meeting will not
last for more than one day. Independent shareholders who attend
shall bear their own traveling and accommodation expenses.
ii. The address of the Share Register for Foreign Shares of the Company
HKSCC Registrars Limited is at:
2/F, Vicwood Plaza
199 Des Voeux Road Central
Hong Kong
iii. The registered address of the Company is at:
West Wing, Building C
Tianyin Mansion
2C, Fuxingmennan Street
Xicheng District
Beijing, 100031
The People's Republic of China
Telephone No.: (+86) -10-6649-1999
Facsimile No.: (+86)-10-6649-1860
