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, 2010
(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 X
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 X
(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:
An
announcement on a discloseable transaction regarding the acquisition of certain
equity interests by Huaneng Power International, Inc. (the "Registrant"), made
by the Registrant on January 4, 2010.
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this document, make no representation
as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this document.
DISCLOSEABLE
TRANSACTION
|
•
|
On 31
December 2009, the Company entered into the Equity Interest Transfer
Contract with the Transferors, pursuant to which the Company agreed to
acquire from the Transferors the Target Equity Interest for an aggregate
consideration of RMB8.625 billion. The purchase price will be funded by
the Company’s internal cash surplus. The purchase price was determined on
arm’s length terms between the parties.
|
|
•
|
As the
transaction scale of the Acquisition exceeds 5% (but less than 25%) of the
applicable percentage ratios as calculated pursuant to Rule 14.07 of the
Hong Kong Listing Rules, the Acquisition therefore constitutes a
discloseable transaction of the Company.
|
BACKGROUND
The Company
and its subsidiaries mainly develop, construct, operate and manage large-scale
power plants in China nationwide. It is one of the largest listed power
producers in China, owning within the PRC a generation capacity of 45,340 MW on
an equity basis.
The
Transferors of the Acquisition are Shandong Power and Luneng Development.
Shandong Power is principally engaged in sale of power, having a paid-up capital
of RMB9.86 billion. Luneng Development is principally engaged in sale and
production of electricity, heat-power, having a registered shall capital of
RMB2.01 billion. Shandong Power and Luneng Development do not hold any shares in
the Company and are also third parties independent of the Company and connected
persons of the Company.
As the
transaction scale of the Acquisition exceeds 5% (but less than 25%) of the
applicable percentage ratios as calculated pursuant to Rule 14.07 of the Hong
Kong Listing Rules, the Acquisition constitutes a discloseable transaction of
the Company.
EQUITY
INTEREST TRANSFER CONTRACT
|
Date:
|
31
December 2009
|
|
|
Parties:
|
Sellers:
|
Transferors
|
|
Purchaser:
|
the
Company
|
|
|
Subject
matter
|
|
|
to
be acquired:
|
Target
Equity Interest, which includes 100% equity interest in the registered
capital of Diandong Energy, 100% equity interest in the registered capital
of Diandong Yuwang, 100% equity interest in the registered capital of
Zhanhua Co-generation, 100% equity interest in the registered capital of
Luneng Biological, 60.25% equity interest in the registered capital of
Luoyuanwan Harbour, 58.3% equity interest in the registered capital of
Luoyuanwan Pier, 73.46% equity interest in the registered capital of Ludao
Pier, 100% equity interest in the registered capital of Luneng Jiaonan
Port, 53% equity interest in the registered capital of Luneng Sea
Transportation Preliminary Stage Project Achievements, all of which are
owned by Shandong Power, and 39.75% equity interest in the registered
capital of Luoyuanwan Harbour owned by Luneng
Development.
|
|
Consideration:
|
The
aggregate consideration for the purchase of the Target Equity Interest is
RMB8.625 billion, payable in cash and to be funded by the Company’s
internal cash surplus. The purchase price was determined on the basis of
normal commercial terms and arm’s length negotiations between the parties
thereto.
|
|
Payment
of
|
|
|
consideration:
|
Within
10 working days after the signing of the Equity Interest Transfer
Contract, Huaneng shall pay to the Transferors the first installment of
RMB2 billion. On the 15th working day after the SASAC approved the
Acquisition,
|
|
Huaneng
Power shall pay to the Transferors RMB2.39875 billion. 30% of the relevant
consideration shall be paid within 10 working days after the closing of
the transfer of the relevant Target Equity Interest. The remaining 19% of
the relevant consideration shall be paid within three months after the
closing of the transfer of each of the corresponding Target Equity
Interest.
|
|
|
Closing:
|
The
closing obligation of the parties shall arise on the day on which the
Acquisition is approved by SASAC. Transfer of share equity shall be
completed on the 20th working days after settlement of the second payment
of the consideration by Huaneng Power or on a day as agreed by the
parties. Completion of the Preliminary Stage Project shall take place when
parties have processed the relevant
applications.
|
|
|
INFORMATION
REGARDING THE TARGET EQUITY
INTEREST
|
|
(1)
|
Diandong
Energy
|
|
|
Date
of incorporation:
|
29
April 2003
|
|
|
Type
of enterprise:
|
limited
liability company
|
|
|
Registered
capital:
|
RMB
1,800,000,000
|
|
|
Scope
of business:
|
Investment,
development, operation and management of power projects; power generation,
production and sale; development, production, operation and management of
new energy projects; investment, development, production, operation and
management of coal projects; consultation on power and energy projects;
environmental technical development, technical transfer, technical
consultation and technical services. Import of raw materials, auxiliary
materials, instruments, apparatuses, machinery, equipment, parts and
technology as needed by the enterprise itself (if special approval from
the State is necessary for any of the above, a valid Permit or
Qualification will be required for the production or operation) (if any
special approval is required for any of the above as stipulated in the
laws or administrative regulations, the enterprise
|
|
|
shall
develop its operational activities in accordance with the project and time
period so approved)
|
||
|
Diandong
Energy, located in Yunnan Province, was incorporated on 29 April 2003.
Pursuant to the approval by the National Development and Reform
Commission, Diandong Energy has constructed 4 x 600MW coal-fired
generating units and developed Bailongshan coal mine with a capacity of
8,000,000 tons/year. As approved by the National Development and Reform
Commission, Diandong Energy adopts the development mode of
coal-electricity integration, i.e. the fuel coal of the power plants of
Diandong Energy to be supplied by Bailongshan coal mine. Diandong Energy’s
4 x 600MW coal-fired generating units commenced operation in February
2006, July 2006, November 2006 and May 2007,
respectively.
|
||
|
Diandong
Energy is a wholly owned subsidiary of Shandong Power. Upon completion of
the Acquisition, the Company will hold a 100% interest in Diandong Energy
and the financial results of Diandong Energy will be consolidated into the
Company’s financial statements.
|
||
|
Diandong
Energy has another 4 x 600MW planned coal-fired
project.
|
||
|
The
unaudited total assets, total liabilities, loss before tax and net loss of
Diandong Energy in 2007 were RMB13,475.82 million, RMB11,715.70 million,
RMB12.41 million and RMB12.41 million, respectively.
|
||
|
As
appraised by CEA by adopting replacement cost method and also assuming
Diandong Energy being a going concern as at the asset appraisal date (i.e.
30 November 2009), the appraised net asset value of Diandong Energy
amounted to RMB 3.530 billion.
|
||
|
Shandong
Power has warranted that its equity interest in Diandong Energy is not
subject to any mortgage, charge, lien or third party
rights.
|
||
|
Selected
financial information of Diandong Energy
|
||
|
The
following is a summary of the financial information of Diandong Energy as
at 31 December 2008 and 30 November 2009 and for the year ended and 31
December 2008 and the period of eleven months ended 30 November 2009,
prepared in accordance with the PRC Accounting
Standards:
|
||
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
13,087,390
|
11,877,210
|
|
|
Total
liabilities
|
11,541,958
|
10,178,415
|
|
|
Receivables
|
794,399
|
656,086
|
|
|
Contingent
liabilities*
|
1,476,600
|
1,476,600
|
|
|
Net
asset
|
1,545,432
|
1,698,795
|
|
|
*
|
Such
contingent liabilities are guarantees given by Diandong
Energy
|
|
For
the
|
|||
|
period
of
|
|||
|
For
the
|
eleven
|
||
|
year
ended
|
months
ended
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Operating
revenue
|
2,383,490
|
3,065,173
|
|
|
Operating
(loss)/profit
|
-213,867
|
132,485
|
|
|
(Loss)/profit
before tax
|
-214,688
|
146,812
|
|
|
Effective
tax rate
|
—
|
—
|
|
|
Net
(loss)/profit
|
-214,688
|
146,812
|
|
|
(2)
|
Diandong
Yuwang
|
|
|
Date
of incorporation:
|
18
January 2005
|
|
|
Type
of enterprise:
|
limited
liability company
|
|
|
Registered
capital:
|
RMB
1,139,000,000
|
|
|
Scope
of business:
|
Investment,
development, operation and management of power projects; power generation,
production and sale; development, production, operation and management of
new energy projects; investment, development, production, operation and
management of coal projects; consultation on power and energy projects;
environmental technical development, technical transfer, technical
consultation and technical services. Import of raw materials, auxiliary
materials, instruments, apparatuses, machinery, equipment, parts and
technology as needed by the enterprise itself (excluding the goods and
technologies limited to certain companies or prohibited by the State from
being exported or imported) (any project requiring the special approval
from the state and its time period shall be dealt with in accordance with
the relevant permit) (if any special approval is necessary for any of the
above as stipulated in the relevant laws or administrative regulations,
the company shall develop its operational activities in accordance with
the project and time period so approved)
|
|
|
Diandong
Yuwang, located in Yunnan Province, was incorporated on 18 January 2005.
Pursuant to an approval by the National Development and Reform Commission,
Diandong Yuwang will construct 2 x 600MW coal-fired generating units. The
fuel coal of the power plants of Diandong Yuwang is to be supplied by the
ancillary Yuwang coal mine. Diandong Yuwang’s 1 x 600MW coal-fired
generating unit has already put into trial production in July 2009.
Diandong Yuwang is currently constructing another 600MW coal-fired
generating unit which is at the debugging stage and expected to commence
operation in March 2010. Diandong Yuwang is developing the Yuwang coal
mine, of which has a construction scale of 3,000,000 tons/year. It also
owns a preliminary project for 2 x 600MW coal-fired generating units. The
feasibility study for the preliminary project has been completed and it is
undergoing the application procedures for the approval of the project
construction. In addition, it has a wholly-owned subsidiary, namely,
Luoping County Changdi Hydroelectric Power Industrial Development Co.,
Ltd. which is now constructing a project of 4 x 4,000KW hydro-power
stations.
|
||
|
Diandong
Yuwang is a wholly owned subsidiary of Shandong Power. Upon completion of
|
||
|
the
Acquisition, Diandong Yuwang will become a wholly owned subsidiary of the
Company and its financial results will be consolidated into the Company’s
financial statements.
|
|
|
The
unaudited total assets, total liabilities, profit before tax and net
profit of Diandong Yuwang in 2007 as shown in its consolidated financial
statements were RMB2,054.36 million, RMB1,686.36 million, RMB0 and RMB0,
respectively.
|
|
|
As
appraised by CEA by adopting replacement cost method and also assuming
Diandong Yuwang being a going concern as at the asset appraisal date (i.e.
30 November 2009), the appraised net asset value of Diandong Yuwang
amounted to RMB 1.306 billion.
|
|
|
Shandong
Power has warranted that its equity interest in Diandong Yuwang is not
subject to any mortgage, charge, lien or third party
rights.
|
|
|
Selected
financial information of Diandong Yuwang as shown in its consolidated
financial statements
|
|
|
The
following is a summary of the financial information of Diandong Yuwang as
at 31 December 2008 and 30 November 2009 and for the year ended and 31
December 2008 and the period of eleven months ended 30 November 2009 as
shown in its consolidated financial statements, prepared in accordance
with the PRC Accounting Standards:
|
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
3,706,272
|
6,033,565
|
|
|
Total
liabilities
|
3,067,272
|
4,917,988
|
|
|
Receivables
|
1,136
|
111,309
|
|
|
Contingent
liabilities
|
—
|
—
|
|
|
Net
asset
|
639,000
|
1,115,577
|
|
|
For
the
|
|||
|
period
of
|
|||
|
For
the
|
eleven
|
||
|
year
ended
|
months
ended
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Operating
revenue
|
—
|
354,470
|
|
|
Operating
loss
|
—
|
-23,423
|
|
|
Loss
before tax
|
—
|
-23,423
|
|
|
Effective
tax rate
|
—
|
—
|
|
|
Net
loss
|
—
|
-23,423
|
|
|
(3)
|
Zhanhua
Co-generation
|
|
|
Date
of incorporation:
|
3 July
2003
|
|
|
Type
of enterprise:
|
limited
liability company
|
|
|
Registered
capital:
|
RMB
190,000,000
|
|
|
Scope
of business:
|
Production
and sale of electricity and thermal energy (the permit valid until 4
September, 2026)
|
|
|
Zhanhua
Co-generation, located in Shandong Province, was incorporated on 3 July
2003. Currently, Zhanhua Co-generation has 2 x 165MW co-generation units
which were put into operation on 1 July 2005.
|
||
|
Zhanhua
Co-generation still has an unused quota of 2 x 135 MW coal-fired
generation units under the policy of “replacing small
coal-fired generating units with large coal-fired generating units”.
Zhanhua Co-generation has two preliminary stage projects: (1) thermal
power project of 2 x 660 MW, of which the feasibility study work has been
finalised and the approvals of State Environmental Protection
Administration and the Department of Construction of Shandong Province
have been obtained, now pending submission to the National Development and
Reform Commission for approval; and (2) thermal power project of 2 x 1,000
MW, of which the compilation of the feasibility study report for
submission is completed.
|
||
|
Zhanhua
Co-generation is a wholly owned subsidiary of Shandong Power. Upon
completion of the Acquisition, Zhanhua Co-generation will become a wholly
owned subsidiary of the Company and its financial results will be
consolidated into the Company’s financial statements.
|
|
|
The
unaudited total assets, total liabilities, loss before tax and net loss of
Zhanhua Co-generation in 2007 were RMB1,665.77 million, RMB1,469.28
million, RMB1.80 million and RMB2.96 million,
respectively.
|
|
|
As
appraised by CEA by adopting replacement cost method and also assuming
Zhanhua Co-generation being a going concern as at the asset appraisal date
(i.e. 30 November 2009), the appraised net asset value of Zhanhua
Co-generation amounted to RMB 0.327 billion.
|
|
|
Shandong
Power has warranted that its equity interest in Zhanhua Co-generation is
not subject to any mortgage, charge, lien or third party
rights.
|
|
|
Selected
financial information of Zhanhua Co-generation
|
|
|
The
following is a summary of the financial information of Zhanhua
Co-generation as at 31 December 2008 and 30 November 2009 and for the year
ended 31 December 2008 and the period of eleven months ended 30 November
2009, prepared in accordance with the PRC Accounting
Standards:
|
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
1,422,295
|
1,218,876
|
|
|
Total
liabilities
|
1,349,206
|
1,158,778
|
|
|
Receivables
|
18,273
|
127,207
|
|
|
Contingent
liabilities*
|
275,000
|
334,000
|
|
|
Net
asset
|
73,089
|
60,098
|
|
|
* Such
contingent liabilities are the guarantee given by Zhanhua
Co-generation.
|
|||
|
For
the
|
||||
|
period
of
|
||||
|
For
the
|
eleven
|
|||
|
year
ended
|
months
ended
|
|||
|
31
December
|
30
November
|
|||
|
2008
|
2009
|
|||
|
(unaudited)
|
(unaudited)
|
|||
|
(RMB
in thousands, except percentage)
|
||||
|
Operating
revenue
|
651,193
|
629,713
|
||
|
Operating
loss
|
-219,206
|
-211,996
|
||
|
Loss
before tax
|
-229,614
|
-213,643
|
||
|
Effective
tax rate
|
—
|
—
|
||
|
Net
loss
|
-229,614
|
-213,643
|
||
|
Note:
|
As the
relevant assets and liabilities of Zhanhua Power Plant of Luneng
Development after 30 November 2009 had been consolidated to these of
Zhanhua Co-generation, the relevant financial data of Zhanhua
Co-generation indicated in this announcement was re-stated, consolidating
the relevant financial information of Zhanhua Power
Plant.
|
|||
|
(4)
|
Luneng
Biological
|
|
|
Date
of incorporation:
|
22
January 2007
|
|
|
Type
of enterprise:
|
limited
liability company (investment by sole legal person)
|
|
|
Registered
capital:
|
RMB
109,000,000
|
|
|
Scope
of business:
|
biological
power generation (other than those by special
approvals)
|
|
|
Luneng
Biological, located in Changchun City, was incorporated on 22 January
2007. Luneng Biological is constructing Nongan Biological Power
Plant (0.05 MW) and Jiutai Biological Power Plant (0.05 MW). In addition,
Luneng Biological has a 50MW planned biomass power
project.
|
||
|
Shangdong
Power is the shareholder of Luneng Biological, which holds 100% equity
interest Luneng Biological’s registered capital. Upon completion of the
Acquisition, Luneng Biological will become a wholly owned subsidiary of
the Company and its financial results will be consolidated into the
Company’s financial statements.
|
|
|
The
unaudited total assets, total liabilities, loss before tax and net loss of
Luneng Biological in 2007 were RMB70.74 million, RMB44.13 million, RMB5.72
million and RMB5.72 million, respectively.
|
|
|
As
appraised by CEA by adopting replacement cost method and also assuming
Luneng Biological being a going concern as at the asset appraisal date
(i.e. 30 November 2009), the appraised net asset value of Luneng
Biological amounted to RMB 0.112 billion.
|
|
|
Shandong
Power has warranted that its equity interest in Luneng Biological is not
subject to any mortgage, charge, lien or third party
rights.
|
|
|
Selected
financial information of Luneng Biological
|
|
|
The
following is a summary of the financial information of Luneng Biological
as at 31 December 2008 and 30 November 2009 and for the year ended 31
December 2008 and the period of eleven months ended 30 November 2009,
prepared in accordance with the PRC Accounting
Standards:
|
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
70,998
|
454,086
|
|
|
Total
liabilities
|
46,293
|
352,593
|
|
|
Receivables
|
1,654
|
738
|
|
|
Contingent
liabilities
|
—
|
—
|
|
|
Net
asset
|
24,706
|
101,493
|
|
|
For
the
|
|||
|
period
of
|
|||
|
For
the
|
eleven
|
||
|
year
ended
|
months
ended
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Operating
revenue
|
—
|
—
|
|
|
Operating
loss
|
-1,971
|
-2,156
|
|
|
Loss
before tax
|
-1,971
|
-2,212
|
|
|
Effective
tax rate
|
—
|
—
|
|
|
Net
loss
|
-1,971
|
-2,212
|
|
|
(5)
|
Luoyuanwan
Harbour
|
|
|
Date
of incorporation:
|
7
January 2005
|
|
|
Type
of enterprise:
|
limited
liability company
|
|
|
Registered
capital:
|
RMB
850,140,000
|
|
|
Paid-up
capital:
|
RMB
652,200,000
|
|
|
Scope
of business:
|
Port
management; port cargo loading/unloading; information consultation; supply
of materials for water conveyance; transfer services, warehousing
services, terminals and transit stations within the port; investment and
development of port services (if any of the above requires special or
exclusive approval of the state, the relevant stipulations of the State
shall prevail)
|
|
|
Luoyuanwan
Harbour, located in Fujian Province, was incorporated on 7 January 2005.
Luoyuanwan Harbour is constructing and operating Berth 4# (a
50,000-tonnage general-purpose pier with a planned annual throughput
capacity of 1,920,000 tons) at the Bili Work Zone, Luoyuanwan Harbor,
Fuzhou Port; Berth 5# (a 50,000-tonnage multi-purposes
|
||
|
pier
with planned annual throughput capacity of 1,370,000 tons) at the Bili
Work Zone, Luoyuanwan Harbor, Fuzhou Port; and the Phase I of the
engineering project of the Jiangjunmao Work Zone (a 150,000-tonnage
general-purpose pier with a planned annual throughput capacity of
10,000,000 tons), Luoyuanwan Harbour, Fuzhou Port. In addition, Luoyuanwan
Harbour also holds the preliminary stage of the reclamation project of
Niukengwan Port and the processing and logistic zones
thereof.
|
|
|
Luoyuanwan
Harbour has two subsidiaries, namely Fujian Xinhuanyuan Industrial Co.,
Ltd. (a producer and seller of mineral water) and Fujian Luneng Yingda
Co., Ltd. (the business not start yet). The registered capital of Fujian
Xinhuanyuan Industrial Co., Ltd. is RMB 93.20 million and the paid-in
capital thereof is RMB 67.60 million. The registered capital of Fujian
Luneng Yingda Co., Ltd. is RMB 50 million and the paid-in capital thereof
is RMB 50 million.
|
|
|
Shandong
Power and Luneng Development are the shareholders of Luoyuanwan Harbour,
holding 60.25% and 39.75% equity interest thereof, respectively. The
investment costs of Luneng Development amounted to RMB140
million.
|
|
|
Upon
completion of the Acquisition, Luoyuanwan Harbour will become a wholly
owned subsidiary of the Company and its financial results will be
consolidated into the Company’s financial statements.
|
|
|
The
unaudited total assets, total liabilities, loss before tax and net loss of
Luoyuanwan Harbour in 2007 as shown in its consolidated financial
statements were RMB846.06 million, RMB489.04 million, RMB0.18 million and
RMB0.18 million, respectively.
|
|
|
As
appraised by CEA by adopting replacement cost method and also assuming
Luoyuanwan Harbour being a going concern as at the asset appraisal date
(i.e. 30 November 2009), the appraised net asset value of Luoyuanwan
Harbour amounted to RMB 0.906 billion.
|
|
|
Each
of Shandong Power and Luneng Development has warranted that its equity
interests in Luoyuanwan Harbour are not subject to any mortgage, charge,
lien or third party rights.
|
|
|
Selected
financial information of Luoyuanwan Harbour as shown in its consolidated
financial statements
|
|
The
following is a summary of the financial information of Luoyuanwan Harbour
as at 31 December 2008 and 30 November 2009 and for the year ended 31
December 2008 and the period of eleven months ended 30 November 2009 as
shown in its consolidated financial statements, prepared in accordance
with the PRC Accounting Standards:
|
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
1,604,840
|
2,451,413
|
|
|
Total
liabilities
|
1,255,991
|
1,782,469
|
|
|
Receivables
|
76,425
|
148,486
|
|
|
Contingent
liabilities
|
—
|
—
|
|
|
Net
asset
|
348,848
|
668,943
|
|
|
For
the
|
|||
|
period
of
|
|||
|
For
the
|
eleven
|
||
|
year
ended
|
months
ended
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Operating
revenue
|
690
|
73,476
|
|
|
Operating
(loss)/profit
|
-8,174
|
16,980
|
|
|
(Loss)/profit
before tax
|
-8,174
|
16,984
|
|
|
Effective
tax rate
|
—
|
—
|
|
|
Net
(loss)/profit
|
-8,174
|
16,984
|
|
|
(6)
|
Luoyuanwan
Pier
|
|
|
Date
of incorporation:
|
12
February 2003
|
|
|
Type
of enterprise:
|
limited
liability company (controlling stake held by the State)
|
|
|
Registered
capital:
|
RMB
85,000,000
|
|
|
Scope
of business:
|
Port
management; port cargo loading/unloading; information consultation
services; transfer and warehousing services, and terminals and transit
stations within the port; and investment and development of port services.
(If approval is required for any of the above, such approval shall be
obtained from the relevant department before the business operation
commences)
|
|
|
Luoyuanwan
Pier, located in Fujian Province, was incorporated on 12 February 2003.
Currently, Luoyuanwan Pier operates Shiqi Pier at Luoyuanwan Port Area,
Fuzhou Port. Shiqi Pier is a 30,000-tonnage multi-purpose pier, the
planned annual throughput capacity of which is 1,600,000 tons, which has
already been put into operation.
|
||
|
The
controlling shareholder of Luoyuanwan Pier is Shandong Power which holds
58.3% of the equity interest in the registered capital thereof. The other
shareholders include Fuzhou Port Group Co., Ltd. (“Fuzhou Port”), Fuzhou
Rongcheng Port Development Co., Ltd. (“Fuzhou Rongcheng”) and Luoyuan
State Assets Operation Company (“Luoyuan Operation”), holding 32.1%, 4.8%
and 4.8% of the equity interest therein, respectively. Fuzhou Port, Fuzhou
Rongcheng and Luoyuan Operation are third parties independent of the
Company and connected persons of the Company. For the transfer hereunder,
the letters of consent to waive their pre-emptive rights are still to be
obtained from Fuzhou Port, Fuzhou Rongcheng and Luoyuan Operation. Upon
completion of the transfer hereunder, the Company will hold 58.3% of the
equity interest of Luoyuanwan Pier while Luoyuanwan Pier will become a
subsidiary of the Company and its financial results will be consolidated
into the Company’s financial statements.
|
||
|
The
unaudited total assets, total liabilities, profit before tax and net
profit of Luoyuanwan Pier in 2007 were RMB216.98 million, RMB128.18
million, RMB2.36 million and RMB1.68 million,
respectively.
|
||
|
As
appraised by CEA by adopting replacement cost method and also assuming
Luoyuanwan Pier being a going concern as at the asset appraisal date (i.e.
30 November 2009), the appraised net asset value of Luoyuanwan Pier
amounted to RMB 0.162 billion.
|
||
|
Shandong
Power has warranted that its equity interest in Luoyuanwan Pier is not
subject to any mortgage, charge, lien or third party
rights.
|
|
|
Selected
financial information of Luoyuanwan Pier
|
|
|
The
following is a summary of the financial information of Luoyuanwan Pier as
at 31 December 2008 and 30 November 2009 and for the year ended 31
December 2008 and the period of eleven months ended 30 November 2009,
prepared in accordance with the PRC Accounting
Standards:
|
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
225,330
|
244,848
|
|
|
Total
liabilities
|
132,635
|
137,084
|
|
|
Receivables
|
10,080
|
32,836
|
|
|
Contingent
liabilities
|
—
|
—
|
|
|
Net
asset
|
92,695
|
107,764
|
|
|
For
the
|
|||
|
period
of
|
|||
|
For
the
|
eleven
|
||
|
year
ended
|
months
ended
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Operating
revenue
|
35,850
|
57,211
|
|
|
Operating
profit
|
638
|
19,487
|
|
|
Profit
before tax
|
639
|
19,486
|
|
|
Effective
tax rate
|
25%
|
25%
|
|
|
Net
(loss)/profit
|
-701
|
14,784
|
|
|
(7)
|
Ludao
Pier
|
|
|
Date
of incorporation:
|
25 May
1999
|
|
|
Type
of enterprise:
|
limited
liability company (controlling stake held by the State)
|
|
|
Registered
capital:
|
RMB
70,000,000
|
|
|
Scope
of business:
|
Water
supply, cargo loading/unloading, warehousing and shipping agency services
at the port; ship cargo sourcing services; sale of diesel (the
pre-approval is required before this business operation can begin);
provision of ship-needed materials; and trade of agricultural byproducts.
(If approval is required for any of the above, such approval shall be
obtained from the relevant department before the business operation
commences.)
|
|
|
Ludao
Pier, located in Fujian Province, was incorporated on 25 May 1999.
Currently, Luodao Pier operates the Jilongyudao - Ludao transportation
pier (a 3,000-tonnage passenger/cargo pier) in Luoyuan, the Songshan -
Ludao transportation pier (a 3,000-tonnage passenger/cargo pier) in
Luoyuan and the Datou-Jiaozhan pier (that is designed to berth
5,000-tonnage ships) in Luoyuan, as well as Yaqin Filling Station.
Jilongyu Islands - Ludao transportation pier and the Songshan - Ludao
transportation pier have been put into operation in 2006, and the
Dantou-Jiaozhan pier in Luoyuan County has now been put into trial
operation. The total annual throughput capacity of such piers is 1,800,000
tons. Luoyuan Songshan - Ludao transportation pier is still applying for
the port operation licence.
|
||
|
The
controlling shareholder of Ludao Pier is Shandong Power which holds 73.46%
of the equity interest in the registered capital thereof. The other
shareholder is Wu Zhuyu who holds 26.54% of the equity interest in the
registered capital of Ludao Pier. Wu Zhuyu is a third party independent of
the Company and connected persons of the Company. For the transfer
hereunder, the letter of consent to waive its pre-emptive rights is
further required from Wu Zhuyu. Upon completion of the transfer hereunder,
the Company will hold 73.46% of the equity interest of Ludao Pier. Ludao
Pier will become a subsidiary of the Company and its financial results
will be consolidated into the Company’s financial
statements.
|
||
|
The
unaudited total assets, total liabilities, profit before tax and net
profit of Ludao Pier in 2007 were RMB224.69 million, RMB43.89 million,
RMB1.48 million and RMB0.29 million, respectively.
|
|
|
As
appraised by CEA by adopting replacement cost method and also assuming
Ludao Pier being a going concern as at the asset appraisal date (i.e. 30
November 2009), the appraised net asset value of Ludao Pier amounted to
RMB 0.24 billion.
|
|
|
Shandong
Power has warranted that its equity interest in Ludao Pier is not subject
to any mortgage, charge, lien or third party rights.
|
|
|
Selected
financial information of Ludao Pier
|
|
|
The
following is a summary of the financial information of Ludao Pier as at 31
December 2008 and 30 November 2009 and for the year ended 31 December 2008
and the period of eleven months ended 30 November 2009, prepared in
accordance with the PRC Accounting
Standards:
|
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
206,165
|
207,751
|
|
|
Total
liabilities
|
23,766
|
22,548
|
|
|
Receivables
|
38,390
|
42,905
|
|
|
Contingent
liabilities
|
—
|
—
|
|
|
Net
asset
|
182,399
|
185,204
|
|
|
For
the
|
|||
|
period
of
|
|||
|
For
the
|
eleven
|
||
|
year
ended
|
months
ended
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
| (RMB in thousands, except percentage) | |||
|
Operating
revenue
|
29,039
|
28,857
|
|
|
Operating
profit
|
2,494
|
3,663
|
|
|
Profit
before tax
|
2,634
|
3,627
|
|
|
Effective
tax rate*
|
3.3%
|
25%
|
|
|
Net
profit
|
1,595
|
2,805
|
|
|
* The
profit tax of Ludao Pier for 2008 was charged at a fixed rate of 3.3% of
revenue
|
|||
|
(8)
|
Luneng
Jiaonan Port
|
|
|
Date
of incorporation:
|
30
March 2006
|
|
|
Type
of enterprise:
|
limited
liability company (investment by sole legal person)
|
|
|
Registered
capital:
|
RMB
300,000,000
|
|
|
Scope
of business:
|
General
businesses: port cargo loading/unloading, transportation within the cargo,
warehousing (dangerous goods excluded), cargo terminals and transit
stations within the port; and supply of goods for water conveyance. (If
approval is required for any of the above, such approval shall be obtained
from the relevant department before the business operation
commences.)
|
|
|
Luneng
Jiaonan Port, located in Qingdao, was incorporated on 30 March 2006.
Luneng Jiaonan Port is constructing a 50,000-tonnage general-purpose berth
(the planned annual throughput capacity of which is 1,850,000 tons) at
Dongjiakou Port Area of Qingdao Port and a 35,000-tonnage general-purpose
berth (the planned annual throughput capacity being 1,100,000 tons per
annum) at Dongjiakou Port Area of Qingdao Port. Luneng Jiaonan Port also
has 2 x 1,000 MW planned coal-fired projects.
|
||
|
Shandong
Power is the shareholder of Luneng Jiaonan Port, holdings 100% equity
interest of the registered capital of Luneng Jiaonan
Port.
|
||
|
Upon
completion of the Acquisition, Luneng Jiaonan Port will become a wholly
owned subsidiary of the Company and its financial results will be
consolidated into the Company’s financial statements.
|
|
|
The
unaudited total assets, total liabilities, profit before tax and net
profit of Luneng Jiaonan Port in 2007 were RMB151.49 million, RMB51.59
million, RMB0 and RMB0, respectively.
|
|
|
As
appraised by CEA by adopting replacement cost method and also assuming
Luneng Jiaonan Port being a going concern as at the asset appraisal date
(i.e. 30 November 2009), the appraised net asset value of Luneng Jiaonan
Port amounted to RMB 0.366 billion.
|
|
|
Shandong
Power has warranted that its equity interest in Luneng Jiaonan Port is not
subject to any mortgage, charge, lien or third party
rights.
|
|
|
Selected
financial information of Luneng Jiaonan Port
|
|
|
The
following is a summary of the financial information of Luneng Jiaonan Port
as at 31 December 2008 and 30 November 2009 and for the year ended 31
December 2008 and the period of eleven months ended 30 November 2009,
prepared in accordance with the PRC Accounting
Standards:
|
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
340,557
|
517,550
|
|
|
Total
liabilities
|
140,660
|
217,550
|
|
|
Receivables
|
237
|
103,802
|
|
|
Contingent
liabilities
|
—
|
—
|
|
|
Net
asset
|
199,896
|
300,000
|
|
|
For
the
|
|||
|
period
of
|
|||
|
For
the
|
eleven
|
||
|
year
ended
|
months
ended
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Operating
revenue
|
—
|
—
|
|
|
Operating
profit
|
—
|
—
|
|
|
Profit
before tax
|
—
|
—
|
|
|
Effective
tax rate
|
—
|
—
|
|
|
Net
profit
|
—
|
—
|
|
|
(9)
|
Luneng
Sea Transportation
|
|
|
Date
of incorporation:
|
26 May
1993
|
|
|
Type
of enterprise:
|
limited
liability company
|
|
|
Registered
capital:
|
RMB
45,000,000
|
|
|
Scope
of business:
|
Cargo
conveyance between domestic coastal ports (valid until 31 October 2012);
cargo storage (inflammable or explosive goods excluded); and marine
transportation information consultation
|
|
|
Luneng
Sea Transportation, located in Shandong Province, was incorporated on 26
May 1993. Currently, Luneng Sea Transportation owns five 20,000-tonnage
coal transportation vessels and is engaged mainly in the cargo
transportation (mostly coal transportation) between the domestic coastal
ports.
|
||
|
The
controlling shareholder of Luneng Sea Transportation is Shandong Power
which holds 53% of the equity interest in the registered capital thereof.
The other shareholders are Shandong Longkou Longhua Industrial Co., Ltd.
(“Shandong Longkou Longhua”), Weihai Zhenghua Investment Management Co.,
Ltd. (“Weihai Zhenghua”) and Wehai Sea Transportation Co., Ltd. (“Wehai
Sea Transportation”), which respectively hold 21%, 21% and 5% of the
equity interest in the registered capital of Luneng Sea Transportation.
|
||
|
Shandong
Longkou, Weihai Zhenghua and Wehai Sea Transportation are third parties
independent of the Company and connected persons of the Company. The
letters of consent to waive their pre-emptive rights are further required
from Shandong Longkou Longhua, Weihai Zhenghua and Wehai Sea
Transportation.
|
|
|
Upon
completion of the Acquisition, Luneng Sea Transportation will become a
subsidiary of the Company and its financial results will be consolidated
into the Company’s financial statements.
|
|
|
The
unaudited total assets, total liabilities, profit before tax and net
profit of Luneng Sea Transportation in 2007 were RMB275.9 million,
RMB152.46 million, RMB45.68 million and RMB30.65 million,
respectively.
|
|
|
As
appraised by CEA by adopting replacement cost method and also assuming
Luneng Sea Transportation being a going concern as at the asset appraisal
date (i.e. 30 November 2009), the appraised net asset value of Luneng Sea
Transportation amounted to RMB 0.21 billion.
|
|
|
Shandong
Power has warranted that its equity interest in Luneng Sea Transportation
is not subject to any mortgage, charge, lien or third party
rights.
|
|
|
Selected
financial information of Luneng Sea Transportation
|
|
|
The
following is a summary of the financial information of Luneng Sea
Transportation as at 31 December 2008 and 30 November 2009 and for the
year ended 31 December 2008 and the period of eleven months ended 30
November 2009, prepared in accordance with the PRC Accounting
Standards:
|
|
As
at
|
As
at
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Total
asset
|
345,155
|
330,319
|
|
|
Total
liabilities
|
146,609
|
136,801
|
|
|
Receivables
|
16,006
|
18,337
|
|
|
Contingent
liabilities
|
—
|
—
|
|
|
Net
asset
|
198,547
|
193,518
|
|
|
For
the
|
|||
|
period
of
|
|||
|
For
the
|
eleven
|
||
|
year
ended
|
months
ended
|
||
|
31
December
|
30
November
|
||
|
2008
|
2009
|
||
|
(unaudited)
|
(unaudited)
|
||
|
(RMB
in thousands, except percentage)
|
|||
|
Operating
revenue
|
228,122
|
84,651
|
|
|
Operating
profit/(loss)
|
97,646
|
-16,152
|
|
|
Profit/(loss)
before tax
|
101,157
|
-5,029
|
|
|
Effective
tax rate
|
25%
|
25%
|
|
|
Net
profit/(loss)
|
75,698
|
-5,029
|
|
|
(10)
|
Preliminary
Stage Projects
|
|
The
Target Equity Interest also includes the following Preliminary Stage
Projects: (1) Rizhao Lanshan 4 x 660 MW coal-fired project, the
construction application for which has been submitted by Shandong Province
Development and Reform Commission to the National Development and Reform
Commission, now pending the reply and approval from the latter; and (2)
Luoyuanwan 2 x 660 MW coal-fired project, the feasibility study for which
has been completed while the construction application for which has been
submitted by Fujian Province Development and Reform Commission to the
National Development and Reform
Commission.
|
Reasons
for the Acquisition, Pricing Factors and Impact
On top of
the basis of the appraised value of the Target Equity Interest (i.e. RMB6,928
billion), the pricing principle of the Acquisition has also taken into account
the factors including combined synergy and profitability of the Target Equity
Interest, the preliminary stage projects, planned projects and closing-down
capacity. The aggregate consideration was therefore agreed at RMB 8.625
billion.
The
Acquisition reflects the Company’s implementation of its development strategy
which focuses on both green-field development and acquisition. Upon completion
of the Acquisition, the operation scale and geographical coverage of the Company
will be expanded, and as a result, the profitability of the Company will be
enhanced. This helps to strengthen the Company’s position as one of the largest
independent power producers in China. Under the condition that the State is
trying to cope with the global challenges and in order to maintain steady and
rapid economic development, the acquisition of power assets (especially assets
jointly operated by power enterprise and coal enterprise) can help to further
enlarge the dominance of operation scale, to capture more market shares, to
strengthen the competitive edges and to increase the value of the shareholders’
equity. The Acquisition brings the Company into the power market in Yuannan
Province, and helps to further strengthen the Company’s position in the power
market in Shandong Province. Moreover, the Acquisition achieves the combined
synergy effect from the facilities of coal, power and harbour, which is
conducive to improve the assets structure, to expand industry chain and to
cultivate new growth points of the Company.
Upon
completion of the Acquisition, the Company will obtain an operating controlling
generation capacity of 3,300 MW (coal-fired), an equity-based generation
capacity of 3,300MW, a generation capacity under construction as approved of 716
MW (including 600 MW of coal-fired generation capacity, 16 MW hydropower
generation capacity and 100 biomass generation capacity), a capacity of
preliminary stage projects and planned projects of 12,930 MW, a closing-down
capacity (due to the policy of replacing small coal-fired generating units by
large coal-fired generating units) of 270 MW, the coal projects with geological
reserves of 2.777 billion tons with exploitation reserves of 1.804 billion tons
and planned capacity of 8 million tons per year, two harbours with 10 docks
(where six of which are in operation with an aggregate annual throughput
capacity of 6,690,000 tons, three of which are under construction with an
aggregate planned annual throughput capacity of 12,950,000 tons and one of which
is a preliminary stage project) and five vessels each with shipping captivity of
20,000 tons.
The key
power plants acquired under the Acquisition are located on the main channel of
the West-east Electricity Transmission Project, thus having good business
prospects. In particular, the Bailongshan coal mine and Yuwang coal mine will
support the projects of Diandong and Yuwang. The advantage of coal-electricity
integration could be fully realised after the coal mines are put into operation.
Under the current condition, obtaining approvals for new development projects is
expected to take longer time with considerable difficulties. The assets acquired
this time include operating projects, projects under construction, approved
preliminary projects and closing-down
capacity as
a result of the policy of replacing small coal-fired generating units by large
coal-fired generating units. Such assets carry follow-on development potential
which makes sustainable development possible.
Progressing
the integration of such assets, especially the completion of coal-electricity
integration, will bring notable benefit for the Company. The Acquisition is
conducive to develop the Company’s business and to enhance the profitability of
the Company.
The
Acquisition has no material impact on the assets, liabilities and revenue of the
Company.
The
consideration of the Acquisition was arrived at after various negotiations among
the parties, and has already taken into account the market environment,
operating conditions, and profitability of the Target Equity Interest,
particularly, the asset valuation report prepared by CEA.
The board of
Directors considers that the terms of the Acquisition are fair and reasonable
and the Acquisition is in the interests of the Company and the shareholders as a
whole.
The
Acquisition constitutes a discloseable transaction of the Company. The Directors
(including independent non-executive Directors) are of the view that the Equity
Interest Transfer Contract were entered into: (i) in the ordinary and usual
course of business of the Company; (ii) on normal commercial terms; and (iii) on
terms that are fair and reasonable and the Equity Interest Transfer Contract are
in the interests of the Company and its shareholders as a whole.
DEFINITIONS
|
“Acquisition”
|
the
acquisition of the Target Equity Interest by the Company from the
Transferors;
|
|
“CEA”
|
China
Enterprise Appraisals Company, Inc., an independent asset appraisal
institution which is qualified to participate in securities related
matters;
|
|
“Closing”
|
the
closing of the Acquisition;
|
|
“Company”,
“HPI”
|
Huaneng
Power International, Inc.;
|
|
“Directors”
|
the
directors (including independent non-executive directors) of the
Company;
|
|
“Diandong
Yuwang”
|
Yunnan
Diandong Yuwang Energy Limited Company;
|
|
“Diandong
Energy”
|
Yunnan
Diandong Energy Limited Company;
|
|
“Equity
Interest Transfer Contract”
|
the
equity interest transfer contract entered into between the
Company and the Transferors on 31 December 2009;
|
|
“Hong
Kong Listing Rules”
|
the
Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange;
|
|
“Ludao
Pier”
|
Luoyuan
Luneng Ludao Pier Limited Liability Company;
|
|
“Luoyuanwan
Harbour”
|
Fujian
Luoyuanwan Luneng Harbour Limited Liability Company;
|
|
“Luoyuanwan
Pier”
|
Fuzhou
Port Luoyuanwan Pier Limited Liability Company;
|
|
“Luneng
Biological”
|
Jilin
Luneng Biological Power Generation Limited Company;
|
|
“Luneng
Development”
|
Shandong
Luneng Development Group Company Limited ;
|
|
“Luneng
Jiaonan Port”
|
Qingdao
Luneng Jiaonan Port Limited Company;
|
|
“Luneng
Sea Transportation”
|
Shandong
Luneng Sea Transportation Limited Company;
|
|
“PRC”
|
the
People’s Republic of China;
|
|
“Preliminary
Stage Project Achievements”
|
the
achievements of the preliminary stage of two development
projects by Shandong Power, namely, the 4x 660 MW coal-fired project of
Rizhao Lanshan and 2x660MW coal-fired project of
Luoyuanwan;
|
|
“RMB”
|
the
lawful currency of the PRC;
|
|
“SASAC”
|
State-owned
Assets Supervision and Administration Commission of the State Council of
the PRC;
|
|
“Stock
Exchange”
|
The
Stock Exchange of Hong Kong Limited;
|
|
“Shandong
Power”
|
Shandong
Electric Power Corporation;
|
|
“Transferors”
|
Shandong
Power and Luneng Development, individually or
collectively;
|
|
“Target
Enterprises”
|
Diandong
Energy, Diandong Yuwang, Zhanhua Co-generation, Luneng Biological,
Luoyuanwan Harbour, Luoyuanwan Pier, Ludao Pier, Luneng Jiaonan Port and
Luneng Sea Transportation, individually or
collectively;
|
|
“Target
Equity Interest”
|
100%
equity interest in the registered capital of Diandong Energy, 100% equity
interest in the registered capital of Diandong Yuwang, 100% equity
interest in the registered capital of Zhanhua Co-generation, 100% equity
interest in the registered capital of Luneng Biological, 60.25% equity
interest in the registered capital of Luoyuanwan Harbour, 58.3% equity
interest in the registered capital of Luoyuanwan Pier, 73.46% equity
interest in the registered capital of Ludao Pier, 100% equity interest in
the registered capital of Luneng Jiaonan Port, 53% equity interest in the
registered capital of Luneng Sea Transportation, Preliminary Stage Project
Achievements, all of which are owned by Shandong Power, and 39.75% equity
interest in the registered capital of Luoyuanwan Harbour owned by Luneng
Development, individually or collectively, all owned by Shandong Power;
and
|
|
“Zhanhua
Co-generation”
|
Shandong
Zhanhua Co-generation Limited
Company.
|
|
By
Order of the Board
|
|
|
Huaneng
Power International, Inc.
|
|
Gu
Biquan
|
|
|
Company
Secretary
|
As at the
date of this announcement, the directors of the Company are:
|
Cao
Peixi
|
Liu
Jipeng
|
|
(Executive
Director)
|
(Independent
Non-executive Director)
|
|
Huang
Long
|
Yu
Ning
|
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
|
Wu
Dawei
|
Shao
Shiwei
|
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
|
Huang
Jian
|
Zheng
Jianchao
|
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
|
Liu
Guoyue
|
Wu
Liansheng
|
|
(Executive
Director)
|
(Independent
Non-executive Director)
|
Fan
Xiaxia
(Executive
Director)
Shan
Qunying
(Non-executive
Director)
Xu
Zujian
(Non-executive
Director)
Huang
Mingyuan
(Non-executive
Director)
Liu
Shuyuan
(Non-executive
Director)
Beijing, the
PRC
4 January
2010
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
|
|
|
Company
Secretary
|
Date: January
4, 2010