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 T
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 T
(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:
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1.
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an
announcement regarding the notice of extraordinary general meeting
of the
Huaneng Power International, Inc. (the "Registrant");
and
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2.
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an
announcement regarding the opinion of the independent financial adviser
in
respect of the continuing connected transaction of the
Registrant;
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both
made by the Registrant on January 17, 2008.
Document
1
(a
sino foreign joint stock limited company incorporated in the People’s Republic
of China)
(Stock
Code: 902)
Notice
of Extraordinary General Meeting
Notice
is hereby given that an
extraordinary general meeting of Huaneng Power International, Inc. (the
“Company”) will be held at 9:00 a.m. on 4 March 2008 at the headquarters 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 ordinary
resolution:
Ordinary
Resolution:
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1.
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To
consider and approve the coal purchase and coal transportation
framework
agreement entered into between the Company and Huaneng Energy &
Communications Holding Co., Ltd., the continuing connected transaction
as
contemplated thereby and the transaction cap for 2008 thereof.(Note 1)
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By
Order of the Board
Gu
Biquan
Company
Secretary
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17
January 2008
Registered
address of the Company:
West
Wing, Building C,
Tianyin
Mansion,
2C
Fuxingmennan Street,
Xicheng
District,
Beijing
100031,
The
People’s Republic of China
Notes:
|
1.
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For
definitions and details, please refer to the circular dated 17
January
2008 issued by the Company.
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| 2. | Eligibility for attending the Extraordinary General Meeting |
Holders
of the Company’s foreign Shares whose names appear on the HK$ Dividend foreign
Shares Register and/or the US$ Dividend foreign Shares Register maintained
by
Hong Kong 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 1 February 2008 are eligible to attend the Extraordinary General
Meeting.
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3.
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Proxy
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(i)
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A
member eligible to attend and vote at the Extraordinary 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.
|
| (ii) | 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. | |
| (iii) | 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 foreign Shares, to Hong Kong Registrars Limited, not less than 24 hours before the time designated for holding of the Extraordinary 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 a shareholder, such proxies shall only exercise the right to vote by poll. |
4. Registration
procedures for attending the Extraordinary General Meeting
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|
(i)
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A
shareholder or his proxy shall provide 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 Extraordinary 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) | Holders of foreign Shares and domestic shares intending to attend the Extraordinary General Meeting should return the reply slip for attending the Extraordinary General Meeting to the Company on or before 13 February 2008. | |
| (iii) | Shareholders may send the above reply slip to the Company in person, by post or by fax (Attn: The Securities Department). |
5. Closure
of Register of Members
The
register of members of the Company will be closed from 3 February 2008 to
3
March 2008 (both days inclusive).
6. Other
Businesses
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|
(i)
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The
Extraordinary General Meeting will not last for more than half
day.
Shareholders who attend shall bear their own travelling and accommodation
expenses.
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| (ii) | The address of the share registrar for Foreign Shares of the Company, Hong Kong Registrars Limited is at: |
1901-5
19/F.,
Hopewell Centre
183
Queen’s Road East,
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)-10-66491999
Facsimile
No.:
(+86)-10-66491860
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)
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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)
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Document
2
THIS
CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If
you are in any doubt as to
any aspect of this circular or as to the action to be taken, you should obtain
independent professional advice.
If
you have sold or
transferred all your shares in Huaneng Power International, Inc., you
should at once hand this circular and where applicable, the form of proxy
and
reply slip to the purchaser or transferee or to the bank, or a licensed
securities dealer or other agent through whom the sale or transfer was effected
for transmission to the purchaser or transferee.
The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of
this circular, 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
circular.
(a
sino foreign joint stock limited company incorporated in the People’s Republic
of China)
(Stock
Code: 902)
CONTINUING
CONNECTED TRANSACTION
Independent
Financial Adviser
to
the Independent Board Committee and the Independent Shareholders
A
letter from the board of Directors of Huaneng Power International, Inc. is
set
out on pages 3 to 8 of this circular. A letter from the Independent Board
Committee of Huaneng Power International, Inc. is set out on page 9 of this
circular. A letter from DBS containing its advice to the Independent Board
Committee and the independent shareholders of Huaneng Power International,
Inc.
is set out on pages 10 to 14 of this circular.
A
notice convening the EGM to be held at 9 a.m. on 4 March 2008 at the
headquarters of the Company at West Wing, Building C, Tianyin Mansion, 2C
Fuxingmennan Street, Xicheng District, Beijing, the People’s Republic of China
is set out on pages 20 to 22 of this circular.
If
you intend to attend the EGM, you should complete and return the reply slip
in
accordance with the instructions printed thereon as soon as possible.
Whether
or not you are able to attend, you should complete and return the form of
proxy
in accordance with the instructions printed thereon and return it to Hong
Kong
Registrars Limited at Room 1901-5, 19/F, Hopewell Centre, 183 Queen’s Road East,
Wanchai, Hong Kong, as soon as possible and in any event by not later than
24
hours before the time appointed for holding such meeting or any adjournment
thereof.
Completion
and return of the form of proxy will not preclude you from attending and
voting
at the EGM should you so wish.
17
January 2008
CONTENTS
Page
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Definitions
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1
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Letter
from the Board
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3
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1.
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Introduction
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3
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2.
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Background
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4
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3.
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HEC
Coal Framework Agreement
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5
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4.
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The
EGM
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7
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5.
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Recommendations
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7
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6.
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Other
Information
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8
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Letter
from the Independent Board Committee
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9
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Letter
from DBS
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10
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Appendix
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—
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General
Information
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15
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Notice
of Extraordinary General Meeting
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20
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DEFINITIONS
In
this circular, the following expressions have the following meanings unless
the
context requires otherwise:
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“A
Shares”
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domestic
tradable shares in the ordinary share capital of the Company with
a
nominal value of RMB1.00 each, which are listed on the Shanghai
Stock
Exchange;
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“ADSs”
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American
Depositary Shares, each representing the ownership of 40 H Shares,
which
are listed on the New York Stock Exchange Inc.;
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“associates”
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has
the meaning ascribed to it in the Listing Rules;
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“Board”
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the
board of Directors of the Company;
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“Company”,
“HPI”
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Huaneng
Power International, Inc., a sino foreign joint stock limited company
incorporated in the PRC and the H Shares, ADSs and A Shares of
which are
listed on the Hong Kong Stock Exchange, the New York Stock Exchange
Inc.
and the Shanghai Stock Exchange, respectively;
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“connected
persons”
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has
the meaning ascribed to it in the Listing Rules;
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“DBS”
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DBS
Asia Capital Limited, being the independent financial adviser to
the
Independent Board Committee and the Independent Shareholders in
respect of
the HEC Coal Framework Agreement (and the proposed cap), and a
licensed
corporation for Type 1 (dealing in securities), 4 (advising on
securities)
and 6 (advising on corporate finance) regulated activities under
the
SFO;
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“Director(s)”
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the
director(s) (including independent non-executive directors) of
the
Company;
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“EGM”
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an
extraordinary general meeting of the Company to be held for shareholders
of the Company on 4 March 2008 to consider and approve HEC Coal
Framework
Agreement (and the proposed cap);
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“H
Shares”
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overseas
listed foreign shares in the ordinary share capital of the Company
with a
nominal value of RMB1.00 each, which are listed on the Hong Kong
Stock
Exchange;
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“HIPDC”
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Huaneng
International Power Development Corporation;
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“HEC
Coal Framework Agreement”
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the
coal purchase and coal transportation framework agreement dated
3 January
2008 entered into between the Company and Huaneng Energy
Communication;
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“Huaneng
Energy Communication”
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Huaneng
Energy & Communications Holding Co., Ltd.;
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“Hong
Kong”
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the
Hong Kong Special Administrative Region of the PRC;
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“Huaneng
Group”
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China
Huaneng Group;
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“Independent
Board Committee”
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a
committee of the Board established for the purpose of considering
the
terms and the transaction cap of the HEC Coal Framework Agreement,
comprising Mr. Qian Zhongwei, Mr. Xia Donglin, Mr. Liu Jipeng,
Mr. Wu
Yusheng and Mr. Yu Ning, the independent non-executive Directors
of the
Company;
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“Independent
Shareholders”
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Shareholders
other than Huaneng Group, HIPDC and their respective associates,
and who
are not
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involved
in, or interested in the transactions contemplated by HEC Coal
Framework
Agreement;
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“Listing
Rules”
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the
Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange;
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“Latest
Practicable Date”
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11
January 2008, being the latest practicable date prior to the printing
of
this circular for ascertaining certain information contained
herein;
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“PRC”
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the
People’s Republic of China;
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“RMB”
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Renminbi,
the lawful currency of the PRC;
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“SFO”
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the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong);
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“Shareholders”
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the
shareholders of the Company;
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“Stock
Exchange”
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The
Stock Exchange of Hong Kong Limited;
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“subsidiaries”
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has
the meaning ascribed to it in the Listing Rules.
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LETTER
FROM THE BOARD
(a
sino foreign joint stock limited
company incorporated in the People’s Republic of China)
(Stock
Code: 902)
|
Directors:
Li
Xiaopeng
Huang
Yongda
Na
Xizhi
Huang
Long
Wu
Dawei
Shan
Qunying
Ding
Shida
Xu
Zujian
Liu
Shuyuan
|
Legal
Address:
West
Wing, Building C
Tianyin
Mansion
No.
2C
Fuxingmennan
Street
Xicheng
District
Beijing
100031
PRC
Independent
Non-executive Directors:
Qian
Zhongwei
Xia
Donglin
Liu
Jipeng
Wu
Yusheng
Yu
Ning
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17
January 2008
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To
the Shareholders
Dear
Sir or Madam,
CONTINUING
CONNECTED
TRANSACTION1.
INTRODUCTION
On
3 January 2008, the Board made an announcement (“Announcement”) regarding, among
other things, the continuing connected transaction arising from the HEC Coal
Framework Agreement. As stated in the Announcement, the Company shall issue
a
circular to the Shareholders containing further information of the continuing
connected transaction as contemplated by the HEC Coal Framework Agreement
and
will convene a general meeting for obtaining the Independent Shareholders’
approvals for the conduct of the continuing connected transaction as
contemplated by the HEC Coal Framework Agreement (and its proposed cap).
The
letter from the Independent Board Committee to the Independent Shareholders
is
included in this circular. DBS has been appointed as the independent financial
adviser to advise the Independent Board Committee and the Independent
Shareholders on the fairness and reasonableness of the terms of the HEC Coal
Framework Agreement (and the proposed cap) and whether the HEC Coal Framework
Agreement is in the interests of the Company and its shareholders as a whole.
The letter of advice from DBS to the Independent Board Committee and the
Independent Shareholders is included in this circular.
The
purposes of this circular are:
(i)
to provide you with further information in relation to the transactions as
contemplated by the HEC Coal Framework Agreement;
(ii)
to set out the letter of advice from DBS to the Independent Board Committee
and
the Independent Shareholders and the recommendation of the Independent Board
Committee as advised by DBS; and
(iii)
to seek your approval of the ordinary resolution in relation to the transactions
as contemplated by the HEC Coal Framework Agreement (together with its cap),
which are set out in the notice of the EGM.
2.
BACKGROUND
The
Company and its subsidiaries develop, construct, operate and manage power
plants
in China nationwide, with a total generation capacity of 32,575MW on an equity
basis as at the Latest Practicable Date. The Company wholly owns seventeen
operating power plants, and has controlling interests in thirteen operating
power companies and minority interests in five operating power companies.
To
date, it is one of the largest listed power producers in China.
Huaneng
Group is principally engaged in the operation and management of industrial
investments; the development, investments, construction, operation 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.
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.
Huaneng
Group is the controlling shareholder of HIPDC, holding a 51.98% direct interest
in HIPDC. In addition, Huaneng Group also holds a 5% indirect interest in
HIPDC
and directly holds approximately 8.75% of the total issued share capital
of the
Company. As of the Latest Practicable Date, HIPDC held 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.
The
relationships among the Company, Huaneng Group, HIPDC and Huaneng Energy
Communication are as follows:
* Huaneng
Group, through China Hua Neng Group Hong Kong Limited, its wholly-owned
subsidiary, indirectly holds a 50% interest in Pro-Power Investment Limited
while Pro-Power Investment Limited holds a 10% interest in HIPDC. Therefore,
Huaneng Group holds a 5% indirect interest in HIPDC.
The
transactions as contemplated by the HEC Coal Framework Agreement constitute
continuing connected transaction to the Company. As the transaction scale
of
such transactions in aggregate exceeds 2.5% of the applicable percentage
ratios
as calculated pursuant to Rule 14.07 of the Listing Rules, the HEC Coal
Framework Agreement (and its cap) shall be subject to the Independent
Shareholders’ approvals according to Rule 14A.18 of the Listing Rules. Huaneng
Group, HIPDC and their respective associates and Shareholders who are involved
in, or interested in the transactions contemplated by HEC Coal Framework
Agreement will abstain from voting at the EGM in respect of the ordinary
resolution to approve the HEC Coal Framework Agreement (and its cap).
3.
HEC COAL FRAMEWORK AGREEMENT
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 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.
4.
THE EGM
The
transactions as contemplated by the HEC Coal Framework Agreement constitute
continuing connected transaction to the Company. The aggregate of the
transaction scale of the HEC Coal Framework Agreement exceeds 2.5% of the
applicable percentage ratios as calculated pursuant to Rule 14.07 of the
Listing
Rules. Pursuant to Rule 14A.18 of the Listing Rules, the Company shall obtain
the Independent Shareholders’ approvals for the conduct of the transactions as
contemplated by the HEC Coal Framework Agreement and the cap thereof. The
EGM
will be held for considering and approving the HEC Coal Framework Agreement
and
the cap thereof by the Independent Shareholders. Huaneng Group,
HIPDC
and their respective associates and Shareholders who are involved in, or
interested in the transactions contemplated by HEC Coal Framework Agreement
(holding an aggregate of 6,121,786,667 shares in the Company, representing
approximately 50.78% of the total issue shares of the Company as at the Latest
Practicable Date) will abstain from voting at the EGM, at which the proposed
resolution will be passed by way of ordinary resolution and voting will be
taken
by way of a poll in accordance with the requirements of the Listing Rules.
The
Notice of EGM is set out on pages 20 to 22 of this circular.
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 EGM, such transaction
will not (and the Company will through its internal control system to ensure
that such transaction will not) exceed the relevant threshold that requires
independent shareholders’ approval under the Listing Rules.
A
reply slip and a form of proxy for use by the Independent Shareholders at
the
EGM are enclosed with this circular. Whether or not you intend to attend
the
meeting in person, you are requested to complete and return the reply slip
in
accordance with the instructions printed thereon to the registered office
of the
Company at West Wing, Building C, Tianyin Mansion, 2C, Fuxingmennan Street,
Xicheng District, Beijing, PRC as soon as possible but in any event not later
than 13 February 2008. The enclosed form of proxy should be completed and
returned to the Company’s H Share Registrar, Hong Kong Registrars Limited, at
Room 1901-5, 19/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong or the
registered office of the Company in accordance with the instructions printed
thereon as soon as practicable and in any event by not later than 24 hours
before the time appointed for the holding of the EGM. Completion and return
of
the form of proxy will not preclude you from attending and voting in person
at
the meeting should you so wish.
5.
RECOMMENDATIONS
Your
attention is drawn to the letter from the Independent Board Committee to
the
Independent Shareholders of the Company, which is set out on page 9 of this
circular, and which contains their recommendation in respect of the HEC Coal
Framework Agreement (and its cap).
The
letter of advice from DBS to the Independent Board Committee and the Independent
Shareholders on the fairness and reasonableness of the terms of the HEC Coal
Framework Agreement (and its cap) and whether the HEC Coal Framework Agreement
is in the interests of the Company and its shareholders as a whole is set
out on
pages 10 to 14 of this circular.
The
Independent Board Committee, having taken into account the advice of DBS,
considers that the terms of the HEC Coal Framework Agreement (and its cap)
are
fair and reasonable so far as the Independent Shareholders are concerned
and
that the HEC Coal Framework Agreement (and its cap) are in the interests
of the
Company and its shareholders as a whole. Accordingly, it recommends that
the
Independent Shareholders vote in favour of the resolution to approve the
HEC
Coal Framework Agreement and the transaction as contemplated thereby (together
with its cap).
6.
OTHER INFORMATION
Your
attention is drawn to the general information set out in the appendices to
this
circular.
|
Yours
faithfully
By
order of the Board
Huaneng
Power International,
Inc.
Li
Xiaopeng
Chairman
|
LETTER
FROM THE INDEPENDENT Board Committee
(a
sino foreign joint stock limited
company incorporated in the People’s Republic of China)
(Stock
Code: 902)
|
Registered
office:
West
Wing, Building C
Tianyin
Mansion
2C
Fuxingmennan Street
Xicheng
District
Beijing
100031
The
People’s Republic of China
|
|
|
17
January 2008
|
To
the Independent Shareholders
Dear
Sir or Madam,
CONTINUING
CONNECTED TRANSACTION
We,
the Independent Board Committee of Huaneng Power International, Inc., are
advising the Independent Shareholders in connection with the HEC Coal Framework
Agreement (and its cap), details of which are set out in the letter from
the
Board contained in the circular (“Circular”) of the Company to the Shareholders
dated 17 January 2008, of which this letter forms a part. Terms defined in
the
Circular shall have the same meanings when used herein unless the context
otherwise requires.
Under
the Listing Rules, the transactions as contemplated by the HEC Coal Framework
Agreement constitute continuing connected transaction to the Company.
Accordingly, the conduct of transactions as contemplated by the HEC Coal
Framework Agreement (and its cap) will require the approval of the Independent
Shareholders at the EGM.
We
wish to draw your attention to the letter of advice from DBS set out on pages
10
to 14 of the Circular. We have discussed the letter and the opinion contained
therein with DBS.
Having
considered, inter alia, the factors and reasons considered by, and the opinion
of, DBS, as stated in its aforementioned letter, we consider the terms of
the
HEC Coal Framework Agreement (and its cap) to be fair and reasonable so far
as
the Independent Shareholders are concerned. We are of the view that the HEC
Coal
Framework Agreement (and its cap) are in the interests of the Company and
its
shareholders as a whole. Accordingly, we recommend that the Independent
Shareholders vote in favour of the ordinary resolution in the Notice of EGM
set
out at the end of the Circular to be proposed at the EGM to be held on 4
March
2008 and thereby approve the HEC Coal Framework Agreement and the transaction
contemplated thereby (and its cap).
|
Yours
faithfully,
Qian
Zhongwei Xia Donglin Liu
Jipeng Wu
YushengYu
Ning
Independent
Directors
|
LETTER
FROM DBS
The
following is the text of the letter of advice from DBS, the independent
financial adviser to the Independent Board Committee and Independent
Shareholders, in relation to the continuing connected transaction, which
has
been
prepared
for the purpose of inclusion in this circular.
17
January 2008
To
the Independent Board Committee
and
Independent Shareholders
Dear
Sirs,
CONTINUING
CONNECTED TRANSACTIONINTRODUCTION
We
refer to our engagement as the independent financial adviser to the Independent
Board Committee and Independent Shareholders in relation to the transactions
arising from the HEC Coal Framework Agreement (the “Continuing Connected
Transaction”), details of which are set out in the letter from the Board
(“Letter from the Board”) in the circular of the Company to its Shareholders
dated 17 January 2008 (“Circular”), of which this letter forms part. Capitalised
terms used in this letter shall have the same meanings as defined in the
Circular unless the context otherwise requires.
On
3 January 2008, the Board made an announcement (“Announcement”) regarding, among
other things, the Continuing Connected Transaction. As stated in the
Announcement, the Company shall issue a circular to the Shareholders containing
further information of the Continuing Connected Transaction and will convene
a
general meeting for obtaining the Independent Shareholders’ approvals for the
conduct of the Continuing Connected Transaction (and its proposed cap).
Huaneng
Group is the controlling shareholder of HIPDC, holding a 51.98% direct interest
in HIPDC. In addition, Huaneng Group holds a 5% indirect interest in HIPDC
and
directly holds approximately 8.75% of the total issued share capital of the
Company. As of the Latest Practicable Date, HIPDC held 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.
A
diagrammatical presentation of the relationships of the abovementioned entities
is set out on page 5 of the Circular.
The
transactions as contemplated by the HEC Coal Framework Agreement constitute
continuing connected transactions to the Company. As the scale of such
transactions in aggregate exceeds 2.5% of the applicable percentage ratios
as
calculated pursuant to Rule 14.07 of the Listing Rules, the HEC Coal Framework
Agreement (and its cap) shall be subject to the Independent Shareholders’
approvals according to Rule 14A.18 of the Listing Rules. Huaneng Group, HIPDC
and their respective associates, and Shareholders who are involved in or
interested in the transactions contemplated by the HEC Coal Framework Agreement,
will abstain from voting at the EGM in respect of the ordinary resolution
to
approve the HEC Coal Framework Agreement (and its cap).
Our
scope of work under this engagement is to assess whether the terms of the
Continuing Connected Transaction are fair and reasonable so far as the
Independent Shareholders are concerned and are in the interests of the Company
and the Shareholders as a whole, and to advise the Independent Shareholders
on
how to vote in respect of the Continuing Connected Transaction.
BASIS
OF OUR OPINION
In
arriving at our opinion, we have relied on the information, opinions and
facts
supplied, and representations made, to us by the Directors, advisers and
representatives of the Company (including those contained or referred to
in the
Circular). We have also assumed that the information and representations
contained or referred to in the Circular were true and accurate in all respects
at the time they were made and continue to be so at the date of dispatch
of the
Circular. We have no reason to doubt the truth, accuracy and completeness
of the
information and representations provided to us by the Directors. We have
also
relied on certain information available to the public and have assumed such
information to be accurate and reliable, and we have not independently verified
the accuracy of such information. We have been advised by the Directors and
believe that no material facts have been omitted from the Circular.
We
consider that we have reviewed sufficient information to reach an informed
view,
to justify reliance on the accuracy of the information contained in the Circular
and to provide a reasonable basis for our opinion. We have not, however,
conducted an independent verification of the information nor have we conducted
any form of in-depth investigation into the businesses and affairs or other
prospects of the Company or any of its respective subsidiaries or
associates.
PRINCIPAL
FACTORS AND REASONS CONSIDERED
In
arriving at our opinion with regard to the terms of the Continuing Connected
Transaction, we have considered the following principal factors and
reasons:
1.
Background
Background
of the Company and its subsidiaries
The
Company and its subsidiaries develop, construct, operate and manage power
plants
in China nationwide, with a total generation capacity of 32,575MW on an equity
basis as at the Latest Practicable Date. The Company wholly owns seventeen
operating power plants, and has controlling interests in thirteen operating
power companies and minority interests in five operating power companies.
To
date, it is one of the largest listed power producers in China.
Background
of Huaneng Group
Huaneng
Group is principally engaged in the operation and management of industrial
investments; the development, investments, construction, operation 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.
Background
of Huaneng Energy Communication
Huaneng
Energy Communication is a company incorporated in China. The principal scope
of
business of Huaneng Energy Communication includes import and export businesses,
international tendering and agency, and investment and management in
infrastructure projects for coal/road/port/maritime transportation
services.
2.
Reasons for the purchase of coal and related transportation services
As
mentioned in the Circular in the section entitled “Letter from the Board”,
Huaneng Energy Communication and its subsidiaries and associates have the
advantage of quoting favorable prices for bulk purchase of coal. Furthermore,
since coal is the major raw material of the Company for power generation,
a
reliable source of coal is important to the operations of the Company. According
to the HEC Framework Agreement, the Company will only purchase coal and related
transportation services from Huaneng Energy Communication and its subsidiaries
and associates at no less favorable terms for coal and coal maritime
transportation service that are available in the market. In addition, Huaneng
Energy Communication and its subsidiaries and associates are able to supply
coal
to the Company in a timely and reliable manner, thereby minimizing the
management and operational costs of the Company, and reducing operational
risk.
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 are of the opinion that the transactions for the purchase of coal
and
coal maritime 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.
3.
Terms of the Agreement
Pursuant
to the HEC Coal Framework Agreement, the Company will purchase coal and coal
maritime 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 condition, 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 subsidiaries and associates to independent
third parties for the
same
or similar type of coal supply or transportation services.
Having
discussed with the management of the Company and reviewed records of certain
past transactions, we noted that the past transactions, i.e., purchase of
coal
and coal related maritime transportation services, between the Company and
Huaneng Energy Communication and its subsidiaries and associates were on
normal
commercial terms and on terms no less favorable to the Company than those
available from independent third parties.
Taking
into consideration of (i) the benefits of entering into the HEC Coal Framework
Agreement as mentioned in the paragraph entitled “Reasons for the purchase of
coal and related transportation services” above, (ii) the HEC Coal Framework
Agreement was entered into in the ordinary and usual course of business of
the
Company; and 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); we concur with the Directors’ opinion and of the view that the terms
of the HEC Coal Framework Agreement are fair and reasonable and the HEC Coal
Framework Agreement is in the interests of the Company and its shareholders
as a
whole.
4.
Proposed caps
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), which represents approximately 8.9% of the total purchase
of coal and coal maritime transportation services of the Company in the same
period. The estimated cap amount for the purchase of coal and coal maritime
transportation services from Huaneng Energy Communication and its subsidiaries
and associates for the year ending 31 December 2008 shall not exceed RMB5,900
million which represents approximately 20.3% of the total purchase of coal
and
coal maritime transportation services of the Company and its subsidiaries
in the
eleven months ended 30 November 2007.
The
cap mentioned above is estimated based on the existing overall scale and
operations of the power plants, the anticipated development and growth of
the
Company as well as the estimated increase in prices of coal and coal
transportation services in 2008. As stated in the Circular in the section
entitled “Letter from the Board”, the Company and its subsidiaries own a total
generation capacity of 32,575MW on an equity basis. We note that in 2007,
a
total of nine new thermal generating units of the Company commenced operation.
The total controlling generation capacity increased by 7,000MW. As a result
of
the increase in the operating generating units and the scale of generation
capacity, the total demand for coal is expected to increase by approximately
6
million tonnes to meet the operational need of the Company and its subsidiaries
in 2008. In addition to the projected increase in demand for coal, the Company
also estimated that prices for coal and coal related maritime transportation
service will increase in 2008. The management of the Company further advises
that after considering (i) the expected increase in demand for coal in 2008,
(ii) the fact that the Company will purchase from Huaneng Energy Communication
and its subsidiaries and associates at no less favorable terms than those
available from independent suppliers in the market, (iii) the ability of
Huaneng
Energy Communication and its subsidiaries and associates to provide coal
to the
Company in a timely and reliable manner; and (iv) the supply capability of
Huaneng Energy Communication and its subsidiaries and associates, the Company
expects to increase the purchase of coal from Huaneng Energy Communication
and
its subsidiaries and associates from approximately 3.62 million tonnes for
the
eleven months ended 30 November 2007 to 8 million tonnes for the year ended
31
December 2008. Furthermore, when determining the cap for the coal related
maritime transportation services, the Company has taken into consideration
(i)
the capacity of coal related maritime transportation services of Huaneng
Energy
Communication and its subsidiaries and associates, and (ii) the reliability
and
the relative high quality of management and transportation services provided
by
Huaneng Energy Communication and its subsidiaries and associates. Accordingly,
the Company intends to purchase approximately 30 million tonnes of coal related
maritime transportation services from Huaneng Energy Communication and its
subsidiaries and associates.
Having
considered the bases and reasons in determining the cap of the HEC Coal
Framework Agreement discussed above, we consider the estimated cap amount
of RMB
5,900 million in 2008 as fair and reasonable.
RECOMMENDATION
Taking
into consideration the above principal factors and reasons, we are of the
opinion that the Continuing Connected Transaction is in the interests of
the
Company and the Independent Shareholders as a whole and that the terms of
the
Continuing Connected Transaction are fair and reasonable in so far as the
Independent Shareholders are concerned. Accordingly, we advise the Independent
Directors to advice the Independent Shareholders to vote in favor of the
Continuing Connected Transaction at the EGM.
|
Yours
faithfully,For and on behalf ofDBS ASIA
CAPITAL
LIMITED
|
George
HongchoyManaging
Director
|
|
Liu
Xiao FengManaging
Director
|
APPENDIX
GENERAL INFORMATION
1.
RESPONSIBILITY STATEMENT
This
circular includes particulars given in compliance with the Listing Rules
for the
purpose of giving information with regard to the Company. The Directors
collectively and individually accept full responsibility for the accuracy
of the
information contained in this circular and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief there are no other
facts the omission of which would make any statement herein misleading.
2.
DISCLOSURE OF INTEREST
(a)
Directors and Supervisors of the Company
As
at the Latest Practicable Date, none of the Directors, chief executive or
Supervisors of the Company has interests or short positions in the shares
and
underlying shares of the Company or any of its associated corporations (within
the meaning of Part XV of the SFO) which are required to be notified to the
Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of
the
SFO (including interests and short positions which they are taken or deemed
to
have under such provisions of the SFO) or which are required, pursuant to
section 352 of the SFO, to be entered in the register referred to therein,
or
which are required, pursuant to the Model Code for Securities Transactions
by
Directors of Listed Companies to be notified to the Company and the Stock
Exchange.
(b)
Substantial Shareholders
As
at the Latest Practicable Date, save as disclosed below, so far as is known
to
the Board, no persons (not being a Director, chief executive or Supervisor
of
the Company) had an interest or short position in the shares or underlying
shares of the Company which would fall to be disclosed to the Company under
the
provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is directly
or
indirectly, interested in 10% or more of the nominal value of any class of
share
capital carrying rights to vote in all circumstances at the general meeting
of
any other member of the Company:
|
Name
of shareholder
|
Class
of shares
|
Number
of shares held
|
Capacity
|
Approximate
percentage of shareholding in the Company’s total issued share
capital
|
Approximate
percentage of shareholding in the Company’s total issued domestic
shares
|
Approximate
percentage of shareholding in the Company’s total issued H shares
|
|
Huaneng
International Power Development Corporation#
|
Domestic
shares
|
5,066,662,118(L)
|
Beneficial
owner
|
42.03%(L)
|
56.30%(L)
|
—
|
|
China
Huaneng Group#
|
Domestic
shares
|
1,055,124,549(L)
|
Beneficial
owner
|
8.75%(L)
|
11.72%(L)
|
—
|
|
Hebei
Provincial Construction Investment Company
|
Domestic
shares
|
603,000,000(L)
|
Beneficial
owner
|
5.00%(L)
|
6.7%(L)
|
—
|
|
JP
Morgan Chase Bank
|
H
shares
|
108,190,980(L)
|
Investment
manager and custodian
|
0.90%(L)
|
—
|
3.54%(L)
|
|
J.P.
Morgan Fleming Asset Management (Asia) Inc.
|
H
shares
|
83,918,000(L)
|
Investment
manager
|
0.70%(L)
|
—
|
2.75%(L)
|
|
J.P.
Morgan Fleming Asset Management Holdings Inc.
|
H
shares
|
83,198,000(L)
|
Investment
manager
|
0.69%(L)
|
—
|
2.72%(L)
|
|
JF
Asset Management Limited
|
H
shares
|
80,298,000(L)
|
Investment
manager
|
0.67%(L)
|
—
|
2.63%(L)
|
Note: The
letter “L” denotes a long position. The letter “S” denotes a short position. The
letter “P” denotes interest in a lending pool.
# As
of date of this circular, Huaneng Group holds 51.98% direct interests and
an
additional 5% indirect interests in HIPDC.
3.
MATERIAL ADVERSE CHANGE
The
Directors are not aware of any material adverse change in the financial or
trading position of the Company and its subsidiaries since 31 December 2006,
being the date to which the latest published audited accounts of the Company
and
its subsidiaries were made up to.
4.
LITIGATION
None
of the Company and its subsidiaries was at present engaged in any litigation
or
arbitration of material importance and there was no litigation or claim of
material importance known to the Directors to be pending or threatened by
or
against the Company and its subsidiaries as at the Latest Practicable
Date.
5.
CONSENT OF EXPERT
The
following expert has given and has not withdrawn its written consent to the
issue of this circular with the inclusion of its letter or statements and
references to its name in the form and context in which they appear:
|
Name
|
Qualification
|
|
DBS
|
Licensed
corporation under the SFO to engage in Type 1 (dealing securities),
4
(advising on securities) and 6 (advising on corporate finance)
regulated
activities
|
As
at the Latest Practicable Date, the above expert was not beneficially interested
in the share capital of the Company and its subsidiaries nor did it have
any
right, whether legally enforceable or not, to subscribe for or to nominate
persons to subscribe for securities in the Company and its subsidiaries.
As
at the Latest Practicable Date, the above expert did not have any direct
or
indirect interest in any assets which have been since 31 December 2006 (being
the date to which the latest published audited accounts of the Company were
made
up) acquired or disposed of by or leased to the Company and its subsidiaries,
or
were proposed to be acquired or disposed of by or leased to the Company and
its
subsidiaries.
6.
SERVICE CONTRACTS
As
at the Latest Practicable Date, none of the Directors had entered into, or
proposed to enter into, a service contract with the Company or its subsidiaries
which does not expire or is not terminable by the Company and its subsidiaries
within one year without payment of compensation, other than statutory
compensation.
7.
DIRECTORS’ INTERESTS IN THE COMPANY AND ITS SUBSIDIARIES’ ASSETS OR
CONTRACTS
As
at the Latest Practicable Date, none of the Directors, Supervisors, proposed
Directors or proposed Supervisors of the Company had any interest in any
assets
which have been since 31 December 2006 (being the date to which the latest
published audited accounts of the Company were made up) acquired or disposed
of
by or leased to the Company and its subsidiaries, or were proposed to be
acquired or disposed of by or leased to the Company and its subsidiaries.
As
at the Latest Practicable Date, none of the Directors or Supervisors was
materially interested in any contract or arrangement subsisting at the Latest
Practicable Date which was significant in relation to the business of the
Company.
8.
DIRECTORS’ INTERESTS IN COMPETING BUSINESS
As
at the Latest Practicable Date, none of the Directors or their respective
associates has interests in the businesses, other than being a Director,
which
compete or are likely to compete, either directly or indirectly, with the
businesses of the Company (as would be required to be disclosed under Rule
8.10
of the Hong Kong Listing Rules if each of them were a controlling
shareholder).
9.
PROCEDURE FOR DEMANDING A POLL BY SHAREHOLDERS
Pursuant
to Article 66 of the articles of association of the Company, at any
shareholders’ general meeting, a resolution shall be decided on a show of hands
unless a poll is demanded:
(a)
by the chairman of the meeting;
(b)
by at least two (2) shareholders present in person or by proxy entitled to
vote
thereat; or
(c)
by one (1) or more shareholders present in person or by proxy and representing
10% or more of all shares carrying the right to vote at the meeting,
before
or after a vote is carried out by a show of hands.
The
demand for a poll may be withdrawn by the person who demands the same.
10.
MISCELLANEOUS
(a)
Mr. Gu Biquan is the Company Secretary and Board Secretary of the Company.
Pursuant to a waiver granted by the Stock Exchange to the Company from strict
compliance with Rules 8.17 and 19A.16 of the Listing Rules in relation to
the
appointment of Mr. Gu Biquan as the Company secretary of the Company dated
20
December 2007, the Company has arranged Mr. Zhang Xinmin, a fellow member
of the
Association of Chartered Certified Accountants, to provide assistance to
Mr. Gu
Biquan in the discharge of his duties as the Company Secretary under the
Listing
Rules.
(b)
Ms. Zhou Hui is the Qualified Accountant of the Company. Ms. Zhou Hui is
a PRC
qualified accountant. Pursuant to a waiver granted by the Stock Exchange
to the
Company from strict compliance with Rule 3.24 of the Listing Rules in relation
to the appointment of a qualified accountant to of the Company dated 17 July
2006, the Company has arranged Mr. Zhang Xinmin, a fellow member of the
Association of Chartered Certified Accountants, to provide assistance to
Ms.
Zhou Hui in the discharge of her duties as a qualified accountant under the
Listing Rules.
(c)
The head office and legal address of the Company is West Wing, Building C,
Tianyin Mansion, No. 2C, Fuxingmennan Street, Xicheng District, Beijing,
PRC.
The H Share registrar of the Company in Hong Kong is Hong Kong Registrars
Limited at 19/F Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong
Kong.
(d)
In the case of any discrepancy, the English text of this circular and form
of
proxy shall prevail over the Chinese text.
11.
DOCUMENTS FOR INSPECTION
Copies
of the following documents will be available for inspection at the office
of
Herbert Smith at 23/F., Gloucester Tower, 15 Queen’s Road Central, Hong Kong
during normal business hours on any weekday (except public holidays) from
the
date of this circular up to and including 4 March 2008:
(a)
the Articles of Association of the Company;
(b)
the letter from the Independent Board Committee, as set out in this
circular;
(c)
the letter from DBS, the independent financial adviser, as set out in this
circular;
(d)
the written consent of DBS referred to in this appendix; and
(e)
the HEC Coal Framework Agreement. Notice of Extraordinary General Meeting
(a
sino foreign joint stock limited
company incorporated in the People’s Republic of China)
(Stock
Code: 902)
Notice
is hereby given that an
extraordinary general meeting of Huaneng Power International, Inc. (the
“Company”) will be held at 9:00 a.m. on 4 March 2008 at the headquarters 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 ordinary
resolution:
Ordinary
Resolution:1.
To consider and approve the coal purchase and coal transportation
framework
agreement entered into between the Company and Huaneng Energy &
Communications Holding Co., Ltd., the continuing connected transaction as
contemplated thereby and the transaction cap for 2008 thereof.(Note 1)
|
By
Order of the Board
Gu
Biquan
Company
Secretary
|
17
January 2008
Registered
address of the Company:
West
Wing, Building C,
Tianyin
Mansion,
2C
Fuxingmennan Street,
Xicheng
District,
Beijing
100031,
The
People’s Republic of China
Notes:
1.
For definitions and details, please refer to the circular dated 17 January
2008
issued by the Company.
2.
Eligibility
for attending the Extraordinary General Meeting
Holders
of the Company’s foreign Shares whose names appear on the HK$ Dividend foreign
Shares Register and/or the US$ Dividend foreign Shares Register maintained
by
Hong Kong 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 1 February 2008 are eligible to attend the Extraordinary General
Meeting.
3.
Proxy
(i)
A member eligible to attend and vote at the Extraordinary 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.
(ii)
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.
(iii)
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 foreign Shares, to Hong Kong
Registrars Limited, not less than 24 hours before the time designated for
holding of the Extraordinary 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 a shareholder, such proxies shall
only
exercise the right to vote by poll.
4.
Registration
procedures for attending the Extraordinary General Meeting
(i)
A shareholder or his proxy shall provide 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 Extraordinary 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.
(ii)
Holders of foreign Shares and domestic shares intending to attend the
Extraordinary General Meeting should return the reply slip for attending
the
Extraordinary General Meeting to the Company on or before 13 February
2008.
(iii)
Shareholders may send the above reply slip to the Company in person, by post
or
by fax (Attn: The Securities Department).
5.
Closure
of Register of Members
The
register of members of the Company will be closed from 3 February 2008 to
3
March 2008 (both days inclusive).
6.
Other
Businesses
(i)
The Extraordinary General Meeting will not last for more than half day.
Shareholders who attend shall bear their own travelling and accommodation
expenses.
(ii)
The address of the share registrar for Foreign Shares of the Company, Hong
Kong
Registrars Limited is at:
1901-5
19/F.,
Hopewell Centre
183
Queen’s Road East,
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)-10-66491999
Facsimile
No.:
(+86)-10-66491860
(a
sino foreign joint stock limited
company incorporated in the People’s Republic of China)
(Stock
Code: 902)
Proxy
Form for Extraordinary General Meeting
|
Number
of Shares related to this proxy form (Note
1)
|
H
Shares/Domestic Shares*
|
I(We)(Note
2) of
,
Shareholders’ Account:
and I.D. No.:
,
being the holder(s) of H
Share(s)/Domestic Share(s)* (Note
1) of Huaneng Power International, Inc. (the “Company”) now appoint(Note
3) ,
I.D. No.: (of ),
or failing him the Chairman of the meeting as my(our) proxy to attend and
vote
for me(us) on the following resolutions in accordance with the instruction(s)
below and on my(our) behalf at the Extraordinary General Meeting to be held
at
9:00 a.m. on 4 March 2008 at the headquarters 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 resolution as set out in the notice convening the said meeting.
In the absence of any indication, the proxy may vote for or against the
resolution at his own discretion.(Note
6)
|
Ordinary
Resolution:—
|
For
(Note
4)
|
Against
(Note
4)
|
||
|
1.
|
To
approve the coal purchase and coal transportation framework agreement
entered into between the Company and Huaneng Energy & Communications
Holding Co., Ltd., the continuing connected transaction contemplated
thereby and the transaction cap for 2008 thereof.
|
|||
Date:
2008 Signature: (Note
5)
Notes:
1.
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).
2.
Please insert full name(s) and address(es) in BLOCK LETTERS.
3.
Please insert the name and address of your proxy. If this is left blank,
the
chairman of the Extraordinary 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.
4.
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.
5.
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.
6.
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 Registrar Limited, at least 24 hours before the time
designated for the holding of the Extraordinary General Meeting.
* Please
delete as appropriate.
(a
sino foreign joint stock limited
company incorporated in the People’s Republic of China)
(Stock
Code: 902)
Reply
Slip for Extraordinary General Meeting
I/(We) of Telephone
number:
and Fax number: ,
being the holder(s) of
H
Share(s)/Domestic Share(s)* of Huaneng Power International, Inc. (the “Company”)
hereby reply that I/(We) wish to attend or appoint a proxy to attend (on
my/our
behalf) the extraordinary general meeting (the “EGM”) to be held at 9:00 a.m. on
4 March 2008 at the headquarters of the Company at West Wing, Building C,
Tianyin Mansion, 2C Fuxingmennan Street, Xicheng District, Beijing, the People’s
Republic of China.
|
Signature:
|
Date:
|
Note: Eligible
shareholders who wish to attend the EGM are advised to complete and return
this
reply slip to the Company at West Wing, Building C, Tianyin Mansion, 2C,
Fuxingmennan Street, Xicheng District, Beijing 100031, the PRC by post or
by
facsimile (Fax no.: (+86)-10-66491860). Failure to sign and return this reply
slip, however, will not preclude an eligible shareholder from attending the
EGM.
* Please
delete as appropriate.
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
17, 2008