Form 20-F
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X
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Form 40-F
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Yes
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No
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X
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1.
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To consider and approve the working report from the Board of Directors of the Company for 2012
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2.
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To consider and approve the working report from the Supervisory Committee of the Company for 2012
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3.
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To consider and approve the audited financial statements of the Company for 2012
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4.
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To consider and approve the profit distribution plan of the Company for 2012 (Note 1)
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5.
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To consider and approve the proposal regarding the appointment of the Company’s auditors for 2013 (Note 2)
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6.
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Proposal regarding the issue of medium and long term debt financing instruments (Note 3)
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7.
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To consider and approve the proposal regarding the issue of short-term debentures of the Company (Note 4)
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8.
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To consider and approve the proposal regarding the issue of super short-term debentures (Note 5)
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9.
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To consider and approve the issue of private placement of financial instruments (Note 6)
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By Order of the Board
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Huaneng Power International, Inc.
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Du Daming
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Company Secretary
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Cao Peixi
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Shao Shiwei
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(Executive Director)
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(Independent Non-executive Director)
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Huang Long
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Wu Liansheng
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(Non-executive Director)
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(Independent Non-executive Director)
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Li Shiqi
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Li Zhensheng
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(Non-executive Director)
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(Independent Non-executive Director)
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Huang Jian
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Qi Yudong
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(Non-executive Director)
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(Independent Non-executive Director)
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Liu Guoyue
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Zhang Shouwen
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(Executive Director)
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(Independent Non-executive Director)
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Fan Xiaxia
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(Executive Director)
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Shan Qunying
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(Non-executive Director)
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Guo Hongbo
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(Non-executive Director)
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Xu Zujian
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(Non-executive Director)
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Xie Rongxing
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(Non-executive Director):
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1.
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The profit distribution plan of the Company for 2012
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2.
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Proposal regarding the appointment of the Company’s auditors for 2013
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3.
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Proposal regarding the issue of medium and long term debt financing instruments
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(i)
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It was agreed that the Company be authorized to issue medium and long term debt financing instruments (including but not limited to corporate bonds) of a principal amount up to RMB10 billion in or outside the People’s Republic of China (the “Issue”) after the obtaining of the approval by the relevant regulatory authorities;
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(ii)
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Subject to the provisions of applicable laws and regulatory requirements, the Issue may be made to the shareholders of the Company;
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(iii)
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The instruments proposed to be issued under the Issue will be medium and long term financing products with a term ranging from five to ten years. It is proposed that the general meeting authorizes the Board to determine the term of such instruments based on the market conditions at the time of the Issue;
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(iv)
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The proceeds to be raised from the Issue will be used towards satisfying the Company’s capital requirements in the medium and long run, adjusting the debt structure of the Company and reducing the financing costs of the Company;
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(v)
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It was proposed to obtain an approval from the shareholders at the general meeting for granting a general and unconditional mandate to the Board or, in appropriate circumstances, any two or more Directors as approved by the Board, to determine/deal with the following matters for the best interest of the Company, subject to and in accordance with applicable laws and the then prevailing market conditions:
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(1)
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to determine the details relating to the execution of the Issue, including but not limited to the number of tranches, denomination, principal amount, term of tranches, term and method of repayment, method of the Issue, inclusion of back-sell or redemption provisions,
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(2)
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to enter into all negotiations and sign all agreements and other necessary documents relating to the Issue on behalf of the Company and to make proper information disclosures;
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(3)
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to file applications to relevant regulatory authorities for approval of the Issue and to make necessary amendments to the proposal of the Issue in response to the comments and requests, if any, of these regulatory authorities;
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(4)
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to take all necessary actions to determine/deal with all other matters relating to the Issue.
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(vi)
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The resolution approved by the shareholders at the general meeting of the Company on the Issue shall be effective for 24 months from the date when it is made.
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4.
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Proposal regarding the issue of short-term debentures of the Company
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5.
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Proposal regarding the issue of super short-term debentures
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6.
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Proposal regarding the issue private placement of debt financing instruments by way of placement (either in one or multiple tranches)
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7.
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Proxy
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(i)
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A member eligible to attend and vote at the Annual General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder.
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(ii)
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A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.
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(iii)
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To be valid, the power of attorney or other authorisation document(s) which have been notarised 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 H Shares, to Hong Kong Registrar Limited, not less than 24 hours before the time designated for holding of the Annual General Meeting.
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(iv)
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If more than one proxy is appointed by a shareholders such proxies shall only exercise the right to vote by poll.
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(v)
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The resolutions set out in this Notice will be voted by poll.
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8.
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Registration procedures for attending the Annual General Meeting
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(i)
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A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Annual General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.
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(ii)
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Holders of H Shares intending to attend the Annual General Meeting should return the reply slip for attending the Annual General Meeting to the Company on or before 30 May 2013.
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(iii)
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Shareholders may send the reply slip to the Company in person, by post or by fax.
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9.
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Closure of H Share register members
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10.
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Other Businesses
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(i)
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The Annual General Meeting will last for half day. Shareholders who attend shall bear their own travelling and accommodation expenses.
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(ii)
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The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is at:
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(iii)
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The business address of the Company is at:
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Number of Shares related
to this proxy form (Note 1)
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H Shares/Domestic
Shares*
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ORDINARY RESOLUTIONS
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For (Note 4)
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Against (Note 4)
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1.
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To consider and approve the working report from the Board of Directors of the Company for 2012
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2.
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To consider and approve the working report from the Supervisory Committee of the Company for 2012
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3.
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To consider and approve the audited financial statements of the Company for 2012
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4.
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To consider and approve the profit distribution plan of the Company for 2012
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5.
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To consider and approve the proposal regarding the appointment of the Company’s auditors for 2013
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SPECIAL RESOLUTIONS
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6.
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Proposal regarding the issue of medium and long term debt financing instruments
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7.
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To consider and approve the proposal regarding the issue of short-term debentures of the Company
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8.
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To consider and approve the proposal regarding the issue of super short-term debentures
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9.
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To consider and approve the issue of private placement of financial instruments
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Date:
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2013
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Signature:
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(Note 5)
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1.
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Please insert the number of Share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).
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2.
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Please insert full name(s) and address(es) in BLOCK LETTERS.
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3.
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Please insert the name and address of your proxy. If this is left blank, the chairman of the 2012 Annual General Meeting will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.
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4.
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Attention: If you wish to vote FOR any resolution, please indicate with a “” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “” in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion.
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5.
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This form of proxy must be signed underhand by you or your attorney duly authorised in that behalf. If the appointer is a corporation, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.
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6.
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This form of proxy together with the power of attorney or other authorisation document(s) which have been notarised, must be delivered, in the case of a holder of Domestic Share(s), to the Company and in the case of a holder of H Share(s), to Hong Kong Registrars Limited, at least 24 hours before the time designated for the holding of the 2012 Annual General Meeting.
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*
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Please delete as appropriate.
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Signature:
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Date:
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Note:
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Eligible shareholders who wish to attend the AGM are advised to complete and return this reply slip to the Company’s business address at Capital Market Department, Huaneng Power International, Inc., Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing 100031, the PRC by post or by facsimile (Fax no.: (+86)-10-6641 2321). Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from attending the AGM.
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HUANENG POWER INTERNATIONAL, INC.
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By
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/s/ Du Daming
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Name:
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Du Daming
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Title:
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Company Secretary
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