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, 2008
(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
|
ü
|
Form
40-F
|
(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
|
ü
|
(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:
|
1.
|
an
announcement regarding continuing connected transactions of Huaneng
Power
International, Inc. (the “Registrant”);
and
|
|
2.
|
an
announcement regarding resolutions passed by the board of
directors of the
Registrant;
|
each made by the Registrant in English on January 3,
2008.
The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of
this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
(a
Sino-foreign joint stock limited company incorporated in the People’s Republic
of China)
(Stock
Code: 902)CONTINUING CONNECTED TRANSACTIONS
|
CONTINUING
CONNECTED TRANSACTIONS EXEMPTED FROM THE INDEPENDENT SHAREHOLDERS'
APPROVAL REQUIREMENTS
Purchase
of ancillary equipment parts
On
3 January 2008, the Company entered into the HEC Equipment Purchase
Framework Agreement and the Xi'an Thermal Equipment Purchase Framework
Agreement with Huaneng Energy Communication and Xi'an Thermal,
respectively, both of them being associates of the Company's ultimate
controlling shareholder, Huaneng Group. Pursuant to these two agreements,
the Company will purchase ancillary equipment parts from Huaneng
Energy
Communication, Xi'an Thermal and their respective subsidiaries
and
associates. The transactions contemplated under each of the HEC
Equipment
Purchase Framework Agreement and the Xi'an Thermal Equipment Purchase
Framework Agreement will be carried out on an on-going basis, thus
constituting continuing connected transactions of the Company for
the
purpose of the Listing Rules. The aggregate transaction amount
of the
continuing connected transactions under the HEC Equipment Purchase
Framework Agreement and the Xi'an Thermal Equipment Purchase Framework
Agreement for 2008 is expected to be RMB1,056 million, which does
not
exceed 2.5% of all applicable percentage ratios as calculated pursuant
to
Rule 14.07 of the Listing Rules. Therefore, such continuing connected
transactions are subject to compliance with the reporting and announcement
requirements under Rule 14A.34 of the Listing Rules but are exempted
from
the independent shareholders’ approval requirements.
Purchase
of technical services and engineering contracting services
In
addition, pursuant to the Xi'an Thermal Services Framework Agreement,
the
Company shall purchase technical services and project contracting
from
Xi'an Thermal and its subsidiaries and associates. The transactions
contemplated under the Xi'an Thermal Services Framework Agreement
will be
carried out on an on-going basis, thus constituting continuing
connected
transactions of the Company for the purpose of the Listing Rules.
The
total transaction amount of the continuing connected transactions
under
the Xi'an Thermal Services Framework Agreement for 2008 is expected
to be
RMB275 million, which does not exceed 2.5% of all applicable percentage
ratios as calculated pursuant to Rule 14.07 of the Listing Rules.
Therefore, such continuing connected transactions are subject to
compliance with the reporting and announcement requirements under
Rule
14A.34 of the Listing Rules but are exempted from the independent
shareholders’ approval requirements.
Provision
of coal purchase and transportation agency services
On
3 Januray 2008, the Company entered into the Coal Purchase and
Transportation Agency Services Framework Agreement with Shandong
Rizhao,
which is an associate of the Company's ultimate controlling shareholder,
Huaneng Group. Pursuant to the Coal Purchase and Transportation
Agency
Services Framework Agreement, the Company will provide coal purchase
and
transporation agency services to Shandong Rizhao. The transactions
contemplated under the Coal Purchase and Transportation Agency
Services
Framework Agreement will be carried out on an on-going basis, thus
constituting continuing connected transactions of the Company for
the
purpose of the Listing Rules. The aggregate transaction amount
of the
continuing connected transactions under the Coal Purchase and
Transportation Agency Services Framework Agreement for 2008 is
expected to
be RMB110 million, which does not exceed 2.5% of all applicable
percentage
ratios as calculated pursuant to Rule 14.07 of the Listing Rules.
Therefore, such continuing connected transactions are subject to
compliance with the reporting and announcement requirements under
Rule
14A.34 of the Listing Rules but are exempted from the independent
shareholders’ approval requirements.
NON-EXEMPTED
CONTINUING CONNECTED TRANSACTIONS
|
3
|
Coal
purchase and coal transportation services
On
3 January 2008, the Company entered into the HEC Coal Framework
Agreement
with Huaneng Energy Communication, an associate of the Company's
ultimate
controlling shareholder, Huaneng Group. The transactions contemplated
under the HEC Coal Framework Agreement will be carried out on an
on-going
basis, thus constituting continuing connected transactions of the
Company
for the purpose of the Listing Rules. Pursuant to the HEC Coal
Framework
Agreement, the Company expects the aggregate transaction amount
with
Huaneng Energy Communication and its subsidiaries and associates
for
purchase of coal and related transportation services for 2008 to
be
RMB5,900 million, thus exceeding 2.5% of all applicable percentage
ratios
as calculated pursuant to Rule 14.07 of the Listing Rules. Under
such
premises, for the purpose of the HEC Coal Framework Agreement,
the Company
has to comply with the reporting, announcement and shareholders’ approval
requirements under Rules 14A.45 to 14A.48 of the Listing Rules.
The
Company proposes to convene an extraordinary general meeting in
March 2008
to seek approval from the Independent Shareholders regarding the
continuing connected transactions and the cap contemplated under
the HEC
Coal Framework Agreement.
The
Independent Directors of the Company will advise the Independent
Shareholders in connection with the terms of the non-exempted continuing
connected transactions (including the proposed cap) under the HEC
Coal
Framework Agreement. An independent financial adviser will be appointed
to
advise the Independent Directors and the Independent Shareholders
on the
same.
A
circular containing further details of the non-exempted continuing
connected transactions of the HEC Coal Framework Agreement, a letter
from
the Independent Directors, an opinion of the Independent Financial
Adviser, together with a notice to convene an extraordinary general
meeting to approve the non-exempted continuing connected transactions
(including the proposed cap) under the HEC Coal Framework Agreement
will
be issued by the Company to the shareholders as soon as practicable
(but
not later than 21 days from the date of this
announcement).
|
CONTINUING
CONNECTED TRANSACTIONS WHICH ARE EXEMPTED FROM THE INDEPENDENT SHAREHOLDERS'
APPROVAL REQUIREMENTS
1.
Purchase of ancillary equipment parts
As
approved by the Board, the Company entered into the HEC Equipment Purchase
Framework Agreement and the Xi'an Thermal Equipment Purchase Framework Agreement
with Huaneng Energy Communication and Xi'an Thermal, respectively, on 3 January
2008, each for a term commencing from 1 January 2008 and expiring on 31 December
2008. Pursuant to such two agreements, the Company shall purchase ancillary
equipment and products from Huaneng Energy Communication, Xi'an Thermal and
their respective subsidiaries and associates.
Huaneng
Group is the ultimate controlling shareholder of the Company, holding
approximately 51.98% direct interest and 5% indirect interest in HIPDC and
approximately 8.75% of the total issued share capital of the Company. Currently,
HIPDC holds approximately 42.03% of the total issued share capital of the
Company. Meanwhile, Huaneng Energy Communication is a wholly owned subsidiary
of
Huaneng Group, while Huaneng Group holds 52% interest in Xi'an Thermal. Under
the Listing Rules, Huaneng Energy Communication and Xi'an Thermal are connected
persons of the Company. The transactions of the Company with Huaneng Energy
Communication and Xi'an Thermal constitute connected transactions of the
Company
and are required to comply with the applicable disclosure requirements and/or
to
obtain approval from the Independent Shareholders under the Listing
Rules.
Pursuant
to the HEC Equipment Purchase Framework Agreement and the Xi'an Thermal
Equipment Purchase Framework Agreement, the Company will purchase from Huaneng
Energy Communication, Xi'an Thermal and their respective subsidiaries and
associates ancillary equipment parts, which are used for renovation and
maintenance of its facilities, at the terms and purchase prices to be negotiated
at arm’s length terms taking into account the market conditions, and in any
event at terms and prices no less favorable than those offered by Huaneng
Energy
Communication, Xi'an Thermal and their respective subsidiaries and associates
to
independent third parties for the same or similar type of ancillary equipment
parts. The estimated annual aggregate amount for the purchase of ancillary
equipment parts and materials under the HEC Equipment Purchase Framework
Agreement and the Xi'an Thermal Equipment Purchase Framework Agremeent for
the
year ending 31 December 2008 shall not exceed an aggregate amount of
approximately RMB1,056 million. The payment thereof will be settled in cash
in
arrears, or in accordance with the terms to be agreed by the relevant parties
in
the contracts to be entered into pursuant to the framework
agreement.
For
the
eleven months ended 30 November 2007, the Company has purchased ancillary
equipment parts from Huaneng
4
Energy
Communication, Xi’an Thermal and their respective subsidiaries and associates
for an aggregate amount of approximately RMB286.36 million (unaudited) (the
annual cap for 2007 is RMB1,000 million, please refer to the announcement
dated
15 January 2007 made by the Company). The estimated annual caps for 2008
are
based on the existing overall scale and operations of the power plants, and
the
anticipated development and growth of the Company, which the Company deems
reasonable. According to the Company's management policy, the Company will
through tender process enter into arrangement with entities which can offer
the
lowest prices/most favorable terms to the Company for purchase of ancillary
equipment parts. The Company thus purchased part of the ancillary equipment
parts during 2007 from independent third parties at prices which were relatively
lower than the prices offered by Huaneng Energy Communication, Xi'an Thermal
and
their respective subsidiaries and associates. With the benefit of offering
favorable prices due to bulk purchase by Huaneng Energy Communication, Xi'an
Thermal and their respective subsidiaries and associates, the Company expects
that the amount for purchase of ancillary equipment parts from Huaneng Energy
Communication, Xi’an Thermal and their respective subsidiaries and associates in
2008 remains to be similar to the annual cap for 2007. In addition, in 2007,
a
total of nine new thermal generating units of the Company commenced operation.
The total controlling generation capacity increased by 7,000 MW. As a result
of
the increase in operating generating units and generation capacity, the Company
has been experiencing an increasing demand for ancillary equipment parts
to meet
its operational need. The transaction amount in relation to the connected
transactions of purchasing ancillary equipment parts in 2008 will therefore
increase.
The
competitive advantage of Huaneng Energy Communication and Xi'an Thermal and
their respective subsidiaries and associates are that they can offer more
favorable prices for bulk purchase of ancillary equipment parts. Taking into
consideration the ability of Huaneng Energy Communication, Xi'an Thermal
and
their respective subsidiaries and associates to offer more favorable prices
for
ancillary equipment parts, and owing to the close relationships between the
parties, Huaneng Energy Communication, Xi'an Thermal and their respective
subsidiaries and associates are able to provide to the Company the ancillary
equipment parts in a timely and reliable manner, thereby minimizing the
management and operational costs of the Company. The Directors (including
the
Independent Directors) are of the opinion that the transactions for the purchase
of ancillary equipment parts were entered into (i) in the ordinary and usual
course of business of the Company; (ii) on normal commercial terms (on arm’s
length basis or on terms no less favorable to the Company than terms available
from independent third parties); and (iii) on terms that are fair and reasonable
and in the interests of the Company and its shareholders as a
whole.
The
aggregate transaction amount for the purchase of ancillary equipment parts
under
the HEC Equipment Purchase Framework Agreement and the Xi'an Thermal Framework
Agreement in 2008 is expected to be RMB1,056 million, which does not exceed
2.5%
of all applicable percentage ratios as calculated pursuant to Rule 14.07
of the
Listing Rules. Therefore, such transactions are subject to compliance with
the
reporting and announcement requirements under Rule 14A.34 of the Listing
Rules
but are exempted from the independent shareholders’ approval requirements. In
addition, the Company will also comply with the requirements under Rule 14A.37
to Rule 14A.41 of the Listing Rules in respect of annual review of continuing
connected transactions in relation to the purchase of ancillary equipment
parts
under the HEC Equipment Purchase Agreement and the Xi’an Thermal Equipment
Purchase Framework Agreement. If the actual aggregate amount of the transactions
in relation to the purchase of ancillary equipment parts under the HEC Equipment
Purchase Framework Agreement and the Xi’an Thermal Equipment Purchase Framework
Agreement during the year ending 31 December, 2008 exceeds the above cap
(i.e.
RMB1,056 million), the Company will further comply with the requirements
under
Rule 14A.36 of the Listing Rules.
2.
Purchase of technical services and engineering contracting services
As
approved by the Board, the Company entered into the Xi'an Thermal Services
Framework Agreement with Xi'an Thermal on 3 January 2008 for a term commencing
from 1 January 2008 and expiring on 31 December 2008. Given that Huaneng
Group,
the ultimate controlling shareholder of the Company, directly holds 52% of
the
equity interest in Xi’an Thermal, the transactions between Xi’an Thermal
(including its subsidiaries and associates) and the Company constitute connected
transactions of the Company and are required to comply with the applicable
disclosure requirements and/or to obtain approval from the Independent
Shareholders under the Listing Rules.
As
a
power company, the Company has to outsource information technology services
and
industry-specific technical engineering contracting services to meet its
operation and production needs. Pursuant to the Xi'an Thermal Services Framework
Agreement, the Company will purchase information technology services and
industry-specific technical engineering contracting services provided by
Xi’an
Thermal and its subsidiaries and associates at a service fee to be mutually
agreed upon and confirmed by the parties with reference to the then market
conditions, provided that such service fee shall be determined upon normal
commercial terms and not higher than the service fee offered by Xi’an Thermal
and its subsidiaries and associates to independent third parties for the
same or
similar type of services.
5
For
the
eleven months ended 30 November 2007, the Company has purchased similar kind
of
technical services and engineering contracting services from Xi’an Thermal and
its subsidiaries and associates for an aggregate amount of approximately
RMB58.38 million (unaudited) (the annual cap for 2007 is RMB 260 million,
please
refer to the announcement dated 15 January 2007 made by the Company). The
estimated annual aggregate amount of the service fee for provision of
information technology technical services and industry-specific technical
engineering contracting services to Xi’an Thermal and its subsidiaries and
associates for the year ending 31 December 2008 shall not exceed RMB275 million.
The payment thereof will be settled in cash in arrears, or in accordance
with
the terms to be agreed by the relevant parties in the contracts to be entered
into pursuant to the framework agreement. Such estimate is based on the existing
overall scale and operations of the power plants, as well as the anticipated
development and growth of the Company, which the Company deems reasonable.
According to the Company's management policy, the Company will through tender
process enter into arrangement with entities which can offer the lowest
prices/most favorable terms to the Company for purchase of technical services
and engineering contracting services. The Company thus purchased part of
the
technical services and engineering contracting services during 2007 from
independent third parties at prices which were relatively lower than the
prices
offered by Xi'an Thermal and its subsidiaries and associates. With the benefit
of offering favorable prices due to bulk purchase by Xi'an Thermal and its
subsidiaries and associates, the Company expects that the amount for purchase
similar kind of technical services and engineering contracting services from
Xi’an Thermal and its subsidiaries and associates in 2008 remains to be similar
to the annual cap for 2007. In addition, in 2007, a total of nine new thermal
generating units of the Company commenced operation. The total controlling
generation capacity increased by 7,000 MW. As a result of the increase in
operating generating units and generation capacity, the Company has been
experiencing an increasing demand for technology services and engineering
contracting services to meet its operational need. The transaction amount
in
relation to the connected transactions of purchasing technical services and
engineering contracting services in 2008 will therefore increase.
Xi’an
Thermal and its
subsidiaries and associates specialize in the research and development of
information technology and domestic renewable energy technology, as well
as the
installation of thermal power facilities in the PRC. Taking into consideration
the ability of Xi’an Termal and its subsidiaries and associate to provide
reliable and efficient information technology services and advanced and
comprehensive industry-specific technology services and engineering contracting
services, thereby reducing the operational costs of the Company, the Directors
(including the Independent Directors) are of the opinion that the transactions
for the purchase of technology services and engineering contracting services
under the Xi’an Thermal Services Framework Agreement were entered into (i) in
the ordinary and usual course of business of the Company, (ii) on normal
commercial terms (on arm’s length basis or on terms no less favorable to the
Company than terms available from independent third parties); and (iii) on
terms
that are fair and reasonable and in the interests of the Company and its
shareholders as a whole.
As
the
relevant percentage ratios of the above transactions calculated in accordance
with Rule 14.07 of the Listing Rules are all less than 2.5% of all applicable
percentage ratios, such transactions are therefore subject to the reporting
and
announcement requirements set out in Rule 14A.45 to Rule 14A.47 of the Listing
Rules and are exempted from the independent shareholders’ approval requirements.
The Company will also comply with the requirements under Rule 14A.37 to Rule
14A.41 of the Listing Rules in respect of annual review of these continuing
connected transactions. If the actual aggregate amount of such the transactions
during the year ending 31 December 2008 exceeds the above cap (i.e. RMB275
million), the Company will further comply with the requirements under Rule
14A.36 of the Listing Rules.
3.
Provision of coal purchase and transportation agency services
As
approved by the Board, the Company entered into the Coal Purchase and
Transportation Agency Services Framework Agreement with Shandong Rizhao on
3
January 2008 for a term commencing from 1 January 2008 and expiring on 31
December, 2008. Pursuant to the Coal Purchase and Transportation Agency Services
Framework Agreement, the Company will provide coal purchase and transportation
agency services to Shandong Rizhao, its connected person. On the other hand,
pursuant to HEC Coal Framework Agreement (as mentioned below), the Company
will
purchase coal and coal transportation services provided by Huaneng Energy
Communication.
Huaneng
Group is the ultimate controlling shareholder of the Company, holding
approximately 51.98% direct interest and 5% indirect interest, respectively
in
HIPDC, and approximately 8.75% of the total issued share capital of the Company.
Currently, HIPDC holds approximately 42.03% of the total issued share capital
of
the Company. As Shandong Rizhao is 46% owned by Huaneng Group, it is then
regarded as an associate of Huaneng Group under the Listing Rules. The
transactions of the Company between Shandong Rizhao then constitute connected
transactions of the Company and are required to comply with the applicable
disclosure requirements and/or to obtain approval from the Independent
Shareholders under the Listing Rules.
6
Pursuant
to the Coal Purchase and Transportation Agency Services Framework Agreement,
the
Company will provide coal purchase and transportation agency services to
Shandong Rizhao, at prices and charges calculated by reference to RMB/ton
and
the actual weight of carriage, with arm’s length terms taking into account the
then market conditions, and in any event the coal prices shall be no more
favorable than those offered by the Company to independent third parties
for the
same or similar type of coal supply or transportation services. The estimated
annual aggregate amount for the coal purchase and transportation agency services
under the Coal Purchase and Transportation Agency Services Framework Agreement
for the year ending 31 December 2008 shall not exceed an aggregate amount
of
RMB110 million. The payment thereof will be settled in cash in arrears, or
in
accordance with the terms to be agreed by the relevant parties in the contracts
to be entered into pursuant to the framework agreement.
The
Company is now managing the operations of the power plants of Shandong Rizhao
for Huaneng Group. As part of its management function and to enhance the
management efficiency, the Company shall purchase coal and transportation
services for Shandong Rizhao. The Company did not provide coal purchase and
transportation agency services for Shandong Rizhao in 2007. The estimated
annual
cap for 2008 are based on the existing overall scale and operations of the
power
plants of Shandong Rizhao, and the anticipated development and growth of
such
power plants as deemed reasonable by the Company. The relevant power plants
which will acquire coal purchase and transportation agency services from
the
Company now have two generating units with a total installed generation capacity
of 700 MW.
The
Company believes that the provision of the coal purchase and transportation
agency services to the power plants of Shandong Rizhao, which have entrusted
its
management to the Company, will bring operating benefits to the Company.
The
Directors (including the Independent Directors) are of the opinion that the
transactions for the provision of the coal purchase and transportation agency
services to under the Coal Purchase and Transportation Agency Framework
Agreement were entered into (i) in the ordinary and usual course of business
of
the Company; (ii) on normal commercial terms (on arm’s length basis or on terms
no less favorable to the Company than terms available from independent third
parties); and (iii) on terms that are fair and reasonable and in the interests
of the Company and its shareholders as a whole.
The
aggregate transaction amount under all Coal Purchase and Transportation Agency
Framework Agreement is expected to be RMB110 million, which does not exceed
2.5%
of all applicable percentage ratios as calculated pursuant to Rule 14.07
of the
Listing Rules. Therefore, such transactions are subject to compliance with
the
reporting and announcement requirements under Listing Rule 14A.34 but are
exempted from the independent shareholders’ approval requirements. In addition,
the Company will also comply with the requirements under Rule 14A.37 to Rule
14A.41 of the Listing Rules in respect of annual review of continuing connected
transactions in relation to the provision of the coal purchase and
transportation agency services under the Coal Purchase and Transportation
Agency
Framework Agreement. If the actual aggregate amount of the transactions in
relation to the provision of the coal purchase and transportation agency
services to under the Coal Purchase and Transportation Agency Framework
Agreement during the year ending 31 December 2008 exceeds the above caps
(i.e.
RMB110 million), the Company will further comply with the requirements under
Rule 14A.36 of the Listing Rules.
NON-EXEMPTED
CONTINUING CONNECTED TRANSACTIONS
Purchase
of coal and coal transportation services
As
approved by the Board, the Company entered into the HEC Coal Framework Agreement
with Huaneng Energy Communication on 3 January 2008, for a term commencing
from
1 January 2008 expiring on 31st December 2008. As mentioned above, Huaneng
Group
is the ultimate controlling shareholder of the Company, holding approximately
51.98% direct interest and 5% indirect interest in HIPDC and approximately
8.75%
of the total issued share capital of the Company. Currently, HIPDC holds
approximately 42.03% of the total issued share capital of the Company. At
the
same time, Huaneng Energy Communication is a wholly owned subsidiary of Huaneng
Group and a connected person of the Company under the Listing Rules. The
transactions between Huaneng Energy Communication (including its subsidiaries
and associates) and the Company constitute connected transactions under the
Listing Rules and are required to comply with the applicable disclosure
requirements and/or to obtain approval from the Independent Shareholders
under
the Listing Rules.
Coal
is
the major raw material of the Company for power generation. Pursuant to the
HEC
Coal Framework Agreement, the Company will purchase coal and coal transportation
services from Huaneng Energy Communication and its subsidiaries and associates
at prices and charges calculated by reference to RMB/ton and the actual weight
of carriage, with arm’s length terms taking into account the then market
conditions, and in any event the coal prices and the transportation service
fee
shall be no less favorable than those offered by Huaneng Energy Communication
and its
7
subsidiaries
and associates to independent third parties for the same or similar type
of coal
supply or transportation services.
For
the
eleven months ended 30 November 2007, the Company has purchased coal and
coal
transportation services from Huaneng Energy Communication and its subsidiaries
and associates for an aggregate amount of approximately RMB2,575 million
(unaudited) (the annual cap for 2007 is RMB4,200 million, please see the
Company’s announcement dated 15 January 2007 and the Company’s circular dated 30
January 2007). The estimated annual aggregate amount for the purchase of
coal
and the coal transportation service fee paid to Huaneng Energy Communication
and
its subsidiaries and associates for the year ending 31 December 2008 shall
not
exceed RMB5,900 million, where the payment thereof will be settled in cash
in
arrears, or in accordance with the terms to be agreed by the relevant parties
in
the contracts to be entered into pursuant to the framework agreement. The
estimated cap is based on the existing overall scale and operations of the
power
plants, as well as the anticipated development and growth of the Company,
which
the Company deems reasonable. For the first half of 2007, the Company purchased
part of the coal and coal transportation services from other independent
third
parties at prices which were relatively lower than the prices offered by
Huaneng
Energy Communication and its subsidiaries and associates. However, as part
of
the measures to combat the increase in coal prices during the lower part
of
2007, the Company increased the volume of coal purchase from Huaneng Energy
Communication and its subsidiaries and associates so that the Company could
obtain favorable prices for bulk purchase. In addition, in 2007, a total
of nine
new thermal generating units of the Company commenced operation. The total
controlling generation capacity increased by 7,000 MW. As a result of the
increase in operating generating units and generation capacity and taking
into
consideration the factor of maintaining stability in coal supply, the Company
has been experiencing an increasing demand for coal and coal transportation
services to meet its operational need. The transaction amount in relation
to the
connected transactions of purchasing coal and coal transportation services
in
2008 will therefore increase.
Huaneng
Energy Communication and its subsidiaries and associates have the advantage
of
quoting favorable prices for bulk purchase of coal. Taking into consideration
their ability to offer to the Company favorable prices for coal, and owing
to
their close relationships with the Company, they are able to provide to the
Company the coal in a timely and reliable manner, thereby minimizing the
management and operational costs of the Company. In addition, Huaneng Energy
Communication and its subsidiaries and associates operate a sizable fleet
specializing in the provision of domestic maritime transportation services
in
China. Since the reliability and the relative high quality of management
and
transportation services provided by Huaneng Energy Communication and its
subsidiaries and associates could reduce the operational risks and enhance
the
efficiency of the daily operation of the Company, the Directors (including
the
Independent Directors) are of the opinion that the transactions for the purchase
of coal and coal transportation services from Huaneng Energy Communication
and
its subsidiaries and associates under the HEC Coal Framework Agreement were
entered into (i) in the ordinary and usual course of business of the Company;
(ii) on normal commercial terms (on arm’s length basis or on terms no less
favorable to the Company than terms available from independent third parties);
and (iii) on terms that are fair and reasonable and in the interests of the
Company and its shareholders as a whole.
As
the
relevant percentage ratios relating to the purchase of coal and coal
transportation services from Huaneng Energy Communication and its subsidiaries
and associates calculated in accordance with Rule 14.07 of the Listing Rules
will exceed 2.5% of all applicable percentage ratios, the transactions in
relation thereto are therefore subject to the reporting, announcement and
independent shareholders’ approval requirements under Rules 14A.45 to 14A.48 of
the Listing Rules. The Company has conducted a detailed survey in respect
of its
short-term and long-term operational demand for coal and coal transportation
services. The Company is of the view that before the convening of the
extraordinary general meeting, such transaction will not (and the Company
will
through its internal control system ensure that such transaction will not)
exceed the relevant thresholds that require independent shareholders’ approval
under the Listing Rules.
The
Company is prepared to convene an extraordinary general meeting in March
2008 to
seek approval from independent shareholders regarding the non-exempted
continuing connected transactions (including the applicable proposed cap)
contemplated under the HEC Coal Framework Agreement. Huaneng Group and its
associates (holding an aggregate of 6,121,786,667 shares in the Company,
representing approximately 50.78% of the total issued shares of the Company
as
at the date hereof) will abstain from voting at such extraordinary general
meeting, at which the proposed resolution will be passed by way of ordinary
resolutions and voting will be taken by way of a poll in accordance with
the
requirements of the Listing Rules.
The
Independent Directors of the Company will advise the Independent Shareholders
in
connection with the terms of the non-exempted continuing connected transactions
(including the proposed cap) under the HEC Coal Framework Agreement. As
independent financial adviser will be appointed to advise the Independent
Directors and the
8
Independent
Shareholders on the same.
A
circular containing further details of the non-exempted continuing connected
transactions of the HEC Coal Framework Agreement, a letter from the Independent
Directors, an opinion of the Independent Financial Adviser together with
a
notice to convene an extraordinary general meeting to approve the non-exempted
continuing connected transactions (including the proposed cap) under the
HEC
Coal Framework Agreement will be issued by the Company to the Shareholders
as
soon as practicable (but not later than 21 days from the date of this
announcement).
INFORMATION
ON THE COMPANY, HUANENG GROUP, HIPDC, HUANENG ENERGY COMMUNICATION, XI’AN
THERMAL AND SHANDONG RIZHAO
The
Company and its subsidiaries develop, construct, operate and manage large-scale
power plants throughout China. It is one of the largest independent power
producers in China and owns a total general capacity of 32,107 MW on an equity
basis.
Huaneng
Group is principally engaged in the operation and management of industrial
investments; the development, investments, construction, operating and
management of power plants; organising the generation and sale of power (and
heat); and the development, investment, construction, production and sale
of
products in relation to information, transportation, new energy and
environmental protection industries.
HIPDC
is
a sino-foreign joint venture which was established pursuant to the approval
by
the State Council of the PRC. Its principal scope of business includes
development, construction and operation of power plants.
Shandong
Rizhao is a company incorporated in China and engages in operation and
management of power plants.
Huaneng
Energy Communication is a company incorporated in China. Its principal scope
of
business includes import and export businesses, international tendering and
agency, and investment and management in infrastructure projects for coal
/ road
/ port / maritime transportation services.
Xi’an
Thermal is a limited company incorporated in China. Its principal scope of
business includes installation of thermal power facilities for power
plants.
DEFINITIONS
|
“associates”
|
has
the meaning ascribed to it in the Listing Rules;
|
|
“Board”
|
the
board of Directors of the Company;
|
|
“Coal
Purchase and Transportation Agency Agreement”
|
the
coal purchase and transportation agency agreement entered into
between the
Company and Shandong Rizhao on 3 January 2008;
|
|
“Company”
|
Huaneng
Power International, Inc. and its subsidiaries;
|
|
“Directors”
|
the
directors of the Company;
|
|
“HIPDC”
|
Huaneng
International Power Development Corporation;
|
|
“HEC
Coal Framework Agreement”
|
the
coal purchase and coal transportation framework agreement dated
3 January
2008 entered into between the Company and Huaneng Energy
Communication;
|
|
“HEC
Equipment Purchase Framework Agreement”
|
the
purchase of ancillary equipment parts framework agreement dated
3 January
2008 entered into between the Company and Huaneng Energy
Communication;
|
|
“Huaneng
Energy Communication”
|
Huaneng
Energy & Communications Holding Co., Ltd.;
|
|
“Huaneng
Group”
|
China
Huaneng Group;
|
|
“Independent
Directors”
|
the
independent non-executive Directors of the Company, including Mr.
Qian
|
9
|
Zhongwei,
Mr. Xia Donglin, Mr. Liu Jipeng, Mr. Wu Yusheng and Mr. Yu
Ning;
|
|
|
“Independent
Financial Adviser”
|
an
independent financial adviser appointed to advise the Independent
Director
on the transaction as contemplated by the HEC Coal Framework
Agreement;
|
|
“Independent
Shareholders”
|
shareholders
of the Company other than Huaneng Group, HIPDC and their respective
associates;
|
|
“Listing
Rules”
|
The
Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange;
|
|
“PRC”
or “China”
|
The
People’s Republic of China;
|
|
“RMB”
|
Renminbi,
the lawful currency of the PRC;
|
|
“Shandong
Rizhao”
|
Shandong
Rizhao Power Limited Company;
|
|
“Stock
Exchange”
|
The
Stock Exchange of Hong Kong Limited;
|
|
“subsidiaries”
|
has
the meaning ascribed to it in the Listing Rules;
|
|
“Xi'an
Thermal”
|
Xi'an
Thermal Power Research Institute Co., Ltd.;
|
|
“Xi'an
Thermal Equipment Purchase Framework Agreement”
|
the
framework agreement dated 3 January 2008 entered into between the
Company
and Xi'an Thermal for purchase of ancillary equipment parts;
and
|
|
“Xi’an
Thermal Services Framework Agreement”
|
the
framework agreement dated 3 January 2008 entered into between the
Company
and Xi’an Thermal for purchases of technical services and project
contracting.
|
|
By
Order of the Board
Gu
Biquan
Company
Secretary
|
As
at the
date of this announcement, the directors of the Company are:
|
Li
Xiaopeng
(Executive
Director)
Huang
Yongda
(Non-executive
Director)
Na
Xizhi
(Executive
Director)
Huang
Long
(Non-executive
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)
|
Qian
Zhongwei
(Independent
non-executive director)
Xia
Donglin
(Independent
non-executive director)
Liu
Jipeng
(Independent
non-executive director)
Wu
Yusheng
(Independent
non-executive director)
Yu
Ning
(Independent
non-executive director)
|
Beijing,
the PRC
3
January
2008
10
(a
Sino-foreign joint stock limited company incorporated in the People’s Republic
of China)
(Stock
Code: 902)Overseas
Regulatory Announcement
Resolutions
Passed by the Board of Directors
This
announcement is made by Huaneng Power International, Inc. (the “Company”)
pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities
on
The Stock Exchange of Hong Kong Limited.
Pursuant
to the relevant stipulations of the applicable laws and the Company’s articles
of association, the fifth session of the board of directors of the Company
examined and approved in writing on 3 January 2008 the following
resolutions:
|
1.
|
“Report
on The Specific Reform Project on the Corporate Governance of Huaneng
Power International, Inc.”
|
The
board
resolved to approve the “Report on The Specific Reform Project on the Corporate
Governance of Huaneng Power International, Inc.”.
|
2.
|
“Resolutions
regarding the Continuing Connected Transactions for
2008”
|
The
board
resolved to approve the Resolutions on the Continuing Connected Transactions
for
2008” and the Company’s announcement on the Continuing Connected Transactions,
and to authorize Na Xizhi, director, to make immaterial amendments to the
announcement on the Continuing Connected Transactions according to actual
requirements, and to proceed with appropriate information
disclosure.
|
3.
|
“Resolutions
regarding the Convening of the 2008 First Extraordinary General
Meeting”
|
In
view
of the proposed coal purchase and coal transportation framework agreement
to be
entered into between the Company and Huaneng Energy & Communications Holding
Co., Ltd. and the transactions mentioned therein requiring the approval from
the
Company’s general meeting, the board of directors of the Company has decided to
convene the 2008 First Extraordinary General Meeting of the Company and to
table
the said agreement and the transactions mentioned therein for approval at
the
Company’s 2008 First Extraordinary General Meeting. The board of directors of
the Company will issue a separate announcement by way of a notice to
shareholders regarding the time, venue and agenda of the meeting.
|
4.
|
“Resolution
regarding the Resignation of Mr. Qu Xiaojun as Deputy General Manager
of
the Company”
|
The
board
resolved to approve the resignation of Mr. Qu Xiaojun as Deputy General Manager
of the Company. The board is satisfied with the work performed by Mr. Qu
during
his tenure and thinks highly of his contribution towards the development
of the
Company all these years. The Board expresses its heartfelt “thanks” to Mr.
Qu.
Pursuant
to the relevant stipulations of the applicable laws in the jurisdictions
where
the Company’s shares are listed, Mr. Li Xiaopeng, Mr. Huang Yongda, Mr. Huang
Long and Mr. Wu Dawei, directors, have abstained from voting on resolution
2.
The independent directors of the Company have approved the above resolutions
and
issued their opinions thereon.
|
By
Order of the Board
Gu
Biquan
Company
Secretary
|
11
As
at the
date of this announcement, the Directors of the Company are:
|
Li
Xiaopeng
(Executive
Director)
Huang
Yongda
(Non-executive
Director)
Na
Xizhi
(Executive
Director)
Huang
Long
(Non-executive
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)
|
Qian
Zhongwei
(Independent
Non-executive Director)
Xia
Donglin
(Independent
Non-executive Director)
Liu
Jipeng
(Independent
Non-executive Director)
Wu
Yusheng
(Independent
Non-executive Director)
Yu
Ning
(Independent
Non-executive Director)
|
Beijing,
the PRC
3
January 2008
12
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/
Gu
Biquan
Name: Gu
Biquan
Title:
Company Secretary
Date: January
4, 2008
13