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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Huaneng Power International Inc | NYSE:HNP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.51 | 0 | 01:00:00 |
Form 20-F
|
X
|
Form 40-F
|
|
Yes
|
No
|
X
|
|
|
1.
|
To consider and approve the working report from the Board of Directors of the Company for 2013
|
|
2.
|
To consider and approve the working report from the Supervisory Committee of the Company for 2013
|
|
3.
|
To consider and approve the audited financial statements of the Company for 2013
|
|
4.
|
To consider and approve the profit distribution plan of the Company for 2013
(Note 1)
|
|
5.
|
To consider and approve the proposal regarding the appointment of the Company’s auditors for 2014
(Note 2)
|
|
6.
|
To consider and approve the proposal regarding the continuing connected transactions between Huaneng Finance and the Company from 2015 to 2017
(Note 3)
.
|
|
7.
|
To consider and approve the proposal to grant the Board of Directors of the Company a general mandate to issue domestic shares and/or overseas listed foreign shares
|
By Order of the Board
|
|
Huaneng Power International, Inc.
|
|
Du Daming
|
|
Company Secretary
|
|
1.
|
The profit distribution plan of the Company for 2013
|
|
2.
|
Proposal regarding the appointment of the Company’s auditors for 2014
|
|
3.
|
For details relating to the continuing connected transactions between China Huaneng Finance Corporation Limited (“Huaneng Finance”) and the Company (from 2015 to 2017), please refer to the announcement of the Company dated 23 April 2014. Relevant circular will be despatched to shareholders as soon as practicable.
|
|
4.
|
Proposal to grant the Board of Directors of the Company a general mandate to issue domestic shares and/or overseas listed foreign shares
|
|
5.
|
Proxy
|
|
(i)
|
A member eligible to attend and vote at the Annual General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder.
|
|
(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 H Shares, to Hong Kong Registrar Limited, not less than 24 hours before the time designated for holding of the Annual General Meeting.
|
|
(iv)
|
If more than one proxy is appointed by a shareholders such proxies shall only exercise the right to vote by poll.
|
|
(v)
|
The resolutions set out in this Notice will be voted by poll.
|
|
6.
|
Registration procedures for attending the Annual General Meeting
|
|
(i)
|
A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Annual General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.
|
|
(ii)
|
Holders of H Shares intending to attend the Annual General Meeting should return the reply slip for attending the Annual General Meeting to the Company on or before 5 June 2014.
|
|
(iii)
|
Shareholders may send the reply slip to the Company in person, by post or by fax.
|
|
7.
|
Closure of H Share register members
|
|
8.
|
Other Businesses
|
|
(i)
|
The Annual General Meeting will last for half day. Shareholders who attend shall bear their own travelling and accommodation expenses.
|
|
(ii)
|
The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is at:
|
|
(iii)
|
The business address and contact of the Company are:
|
Number of Shares related to this proxy form
(Note 1)
|
H Shares/Domestic Shares*
|
ORDINARY RESOLUTIONS
|
For
(Note 4)
|
Against
(Note 4)
|
|
1.
|
To consider and approve the working report from the Board of Directors of the Company for 2013
|
||
2.
|
To consider and approve the working report from the Supervisory Committee of the Company for 2013
|
||
3.
|
To consider and approve the audited financial statements of the Company for 2013
|
||
4.
|
To consider and approve the profit distribution plan of the Company for 2013
|
||
5.
|
To consider and approve the proposal regarding the appointment of the Company’s auditors for 2014
|
||
6.
|
To consider and approve the proposal regarding continuing connection transactions between Huaneng Finance and the Company from 2015 to 2017
|
||
SPECIAL RESOLUTION
|
|||
7.
|
To consider and approve the proposal to grant the Board of Directors of the Company a general mandate to issue domestic shares and/or overseas listed foreign shares
|
Date:
|
2014
|
Signature:
|
(Note 5)
|
|
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 2013 Annual General Meeting will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.
|
|
4.
|
Attention: If you wish to vote FOR any resolution, please indicate with a “
3
” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “
3
” 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 Registrars Limited, at least 24 hours before the time designated for the holding of the 2013 Annual General Meeting.
|
Signature:
|
||
Date:
|
|
Note:
|
Eligible shareholders who wish to attend the AGM are advised to complete and return this reply slip to the Company’s business address at Capital Market Department, Huaneng Power International, Inc., Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing 100031, the PRC by post or by facsimile (Fax no.: (+86)-10-6641 2321). Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from attending the AGM.
|
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
|
CONTENTS
|
Page | ||
Definitions
|
ii
|
|
Letter from the Board
|
1
|
|
1.
|
Introduction
|
1
|
2.
|
General mandate to issue shares
|
2
|
3.
|
The AGM
|
5
|
4.
|
Recommendations
|
5
|
5.
|
Other Information
|
5
|
Appendix — General Information
|
6
|
DEFINITIONS
|
“A Shares”, “Domestic Shares”
|
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;
|
“ADSs”
|
American Depositary Shares, each representing the ownership of 40 H Shares, which are listed on the New York Stock Exchange Inc.;
|
“AGM”
|
the 2013 annual general meeting of the Company to be held at 9 a.m. on 26 June 2014 at the headquarters of the Company at Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC;
|
“Board”
|
the board of Directors of the Company;
|
“Company”, “HPI”
|
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, and its subsidiaries (as the case may be);
|
“Director(s)”
|
the director(s) (including independent non-executive directors) of the Company;
|
“General Mandate”
|
a general mandate to be granted to the Board for issuing A Shares and H Shares representing up to the limit of 20% of each of the aggregate nominal values of the A Shares and H Shares of the Company in issue on the date of passing the related resolution;
|
DEFINITIONS
|
“H Shares”
|
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;
|
“Hong Kong”
|
the Hong Kong Special Administrative Region of the PRC;
|
“Hong Kong Listing Rules”
|
the Rules Governing the Listing of Securities on the
Hong Kong Stock Exchange;
|
“Hong Kong Stock Exchange”
|
The Stock Exchange of Hong Kong Limited;
|
“Latest Practicable Date”
|
5 May 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
|
“PRC”, “China”
|
the People’s Republic of China;
|
“RMB”
|
Renminbi, the lawful currency of the PRC;
|
“SFO”
|
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
|
“Shareholders”
|
the shareholders of the Company; and
|
“subsidiaries”
|
has the meaning ascribed to it in the Hong Kong Listing Rules.
|
LETTER FROM THE BOARD
|
Directors:
|
Legal Address:
|
Cao Peixi
|
Huaneng Building
|
Huang Long
|
6 Fuxingmennei Street
|
Li Shiqi
|
Xicheng District
|
Huang Jian
|
Beijing 100031
|
Liu Guoyue
|
PRC
|
Fan Xiaxia
|
|
Shan Qunying
|
|
Guo Hongbo
|
|
Xu Zujian
|
|
Xie Rongxing
|
|
Independent Non-executive Directors:
|
|
Shao Shiwei
|
|
Wu Liansheng
|
|
Li Zhensheng
|
|
Qi Yudong
|
|
Zhang Shouwen
|
|
1.
|
INTRODUCTION
|
LETTER FROM THE BOARD
|
|
2.
|
GENERAL MANDATE TO ISSUE SHARES
|
|
(a)
|
class and number of new shares to be issued;
|
|
(b)
|
pricing mechanism and/or issue price of the new shares to be issued (including price range);
|
|
(c)
|
the commencing and closing dates of such issue;
|
|
(d)
|
the class and number of the new shares to be issued to existing shareholders; and/ or
|
|
(e)
|
the making or granting of proposals, agreements and options for the purpose of exercising the authority mentioned above.
|
|
(2)
|
The approval in paragraph (1) shall authorise the Board (or the directors authorised by the Board) of Huaneng Power International, Inc., within the Relevant Period, to make or grant any offers, commitments and options of which might be exercised after the expiry of the Relevant Period.
|
LETTER FROM THE BOARD
|
|
(3)
|
The number of new domestic shares or new overseas listed foreign shares (other than those issued by conversion of the surplus reserve into share capital in accordance with the Company Law of the PRC and the articles of Huaneng Power International, Inc.) conditionally or unconditionally separately or concurrently allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board (or the directors authorised by the Board) of Huaneng Power International, Inc. within the Relevant Period pursuant to the approval in paragraph (1) shall not exceed 20% of each class of the existing domestic shares and overseas listed foreign shares of Huaneng Power International, Inc. in issue at the time when this resolution is passed at the annual general meeting.
|
|
(4)
|
In exercising the mandate granted in paragraph (1) above, the Board (or the directors authorized by the Board) of Huaneng Power International, Inc. shall (a) comply with the Company Law of the PRC and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of Huaneng Power International, Inc. are listed; and (b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.
|
|
(5)
|
For the purpose of this resolution:
|
|
(i)
|
the conclusion of the next annual general meeting of Huaneng Power International, Inc.; and
|
|
(ii)
|
the date on which the General Mandate set out in this resolution is revoked or varied by a special resolution of the shareholders of Huaneng Power International, Inc. at a general meeting.
|
|
(6)
|
Subject to the approval(s) of the relevant authorities of the PRC and in accordance with the relevant laws, administrative regulations, and the regulatory stipulations of the places where the shares of Huaneng Power International, Inc. are listed and the articles of Huaneng Power International, Inc., the Board (or the directors authorised by the Board) Huaneng Power International, Inc. be and is hereby authorised to increase the registered capital of Huaneng Power International, Inc. in accordance with the exercise of the powers pursuant to paragraph (1) above.
|
LETTER FROM THE BOARD
|
|
(7)
|
The Board (or the directors authorised by the Board) of Huaneng Power International, Inc. be and is hereby authorized to sign any necessary documents, complete any necessary formalities and procedures and take other necessary steps to complete the allotment, issuance and listing of the new shares upon the exercise of the powers pursuant to paragraph (1) above, provided the same do not violate the relevant laws, administrative regulations, the relevant regulatory stipulations of the places where the shares of Huaneng Power International, Inc., are listed and the articles of Huaneng Power International, Inc..
|
|
(8)
|
Subject to the approval of the relevant PRC authorities, the Board (or the directors authorised by the Board) of Huaneng Power International, Inc., be and is hereby authorized to make appropriate and necessary amendments to the articles of Huaneng Power International, Inc., after completion of the allotment and issue of new shares with reference to the method, type and number of new shares allotted and issued by Huaneng Power International, Inc., and the shareholding structure of Huaneng Power International, Inc., at the time of completion of the allotment and issue of new shares in order to reflect the alteration of the share capital structure and registered capital of Huaneng Power International, Inc. pursuant to the exercise of this General Mandate.
|
LETTER FROM THE BOARD
|
|
3.
|
THE AGM
|
|
4.
|
RECOMMENDATIONS
|
|
5.
|
OTHER INFORMATION
|
Yours faithfully
|
|
By order of the Board
|
|
Huaneng Power International, Inc.
|
|
Du Daming
|
|
Company Secretary
|
APPENDIX
|
GENERAL INFORMATION
|
|
1.
|
RESPONSIBILITY STATEMENT
|
|
2.
|
DISCLOSURE OF INTEREST
|
|
(a)
|
Directors and Supervisors of the Company
|
|
(b)
|
Substantial Shareholders
|
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 I
nternatio
nal Power Development Corporation
(Note 2)
|
Domestic shares
|
5,066,662,118 | (L) |
Beneficial owner
|
36.05 | %(L) | 48.25 | %(L) | — | |||||||||
China Huaneng
Group
(Note 3)
|
Domestic shares
|
1,672,769,384 | (L) |
Beneficial owner
|
11.90 | %(L) | 15.93 | %(L) | — | |||||||||
China Huaneng
Group
(Note 4)
|
H shares
|
472,000,000 | (L) |
Beneficial owner
|
3.36 | %(L) | — | 13.28 | %(L) | |||||||||
Hebei Provincial Construction Investment Company
|
Domestic shares
|
603,000,000 | (L) |
Beneficial owner
|
4.29 | %(L) | 5.74 | %(L) | — | |||||||||
Blackrock, Inc.
(Note 5)
|
H shares
|
212,648,283 | (L) |
Interest of controlled
|
1.51 | %(L) | — | 5.98 | %(L) | |||||||||
604,000 | (S) |
corporation
|
0.004 | %(S) | — | 0.01 | %(S) | |||||||||||
UBS
(Note 6)
|
H shares
|
33,127,982 | (L) |
Beneficial owner
|
0.23 | %(L) | — | 0.93 | %(L) | |||||||||
9,691,934 | (S) |
Beneficial owner
|
0.06 | %(S) | — | 0.27 | %(S) | |||||||||||
138,950,320 | (L) |
Person having a security interest in shares
|
0.98 | %(L) | — | 3.90 | %(L) | |||||||||||
11,047,159 | (L) |
Interest of controlled corporation
|
0.07 | %(L) | — | 0.31 | %(L) | |||||||||||
2,100,000 | (S) |
Interest of controlled corporation
|
0.01 | %(S) | — | 0.05 | %(S) | |||||||||||
JPMorgan Chase
& Co.
(Note 5)
|
H shares
|
37,281,750 | (L) |
Beneficial owner
|
0.26 | %(L) | — | 1.04 | %(L) | |||||||||
8,649,031 | (S) |
Beneficial owner
|
0.06 | %(S) | — | 0.24 | %(S) | |||||||||||
210,365 | (L) |
Investment manager
|
1.1 | %(L) | — | 0.005 | %(L) | |||||||||||
4,000 | (L) |
Trustee
|
0.00002 | %(L) | — | 0.0001 | %(L) | |||||||||||
178,990,325 | (L) |
Custodian
|
1.27 | %(L) | — | 5.03 | %(L) |
|
(1)
|
The letter “L” denotes a long position. The letter “S” denotes a short position. The letter “P” denotes interest in a lending pool.
|
|
(2)
|
As of the Latest Practicable Date, Huaneng Group holds 51.98% direct interests and an additional 5% indirect interests in HIPDC.
|
|
(3)
|
Of the 1,672,769,384 domestic shares, China Huaneng Group held 6,246,664 domestic shares through its wholly-owned subsidiary, Huaneng Capital Services Co., Ltd. and 111,398,171 domestic shares through its controlling subsidiary, Huaneng Finance.
|
|
(4)
|
China Huaneng Group held 472,000,000 H shares through its wholly owned subsidiary, China Hua Neng Group Hong Kong Limited.
|
|
(5)
|
Long position of 310,000 shares and short position of 84,000 shares were held through physical settled derivatives (on exchange).
|
|
(6)
|
Long position of 6,317,008 shares was held through physically settled derivatives (on exchange). Short position of 1,160 shares were held through cash settled derivatives (on exchange). Long position of 917,576 shares and short position of 8,329,344 shares was held through physically settled derivatives (off exchange). Short position of 1,361,430 shares was held through cash settled derivatives (off exchange).
|
|
(7)
|
Long position of 456,680 shares and short position of 99,120 shares were held through physically settled derivatives (on exchange). Short position of 2,782,000 shares was held through cash settled derivatives (on exchange). Short position of 1,505.911 shares were held through physically settled derivatives (off exchange). Long position of 6,014,000 shares and short position of 1,390,000 shares were held through cash settled derivatives (off exchange).
|
|
(i)
|
Mr. Cao Peixi is the president of China Huaneng Group and the chairman of Huaneng International Power Development Corporation and Huaneng Renewables Corporation Limited;
|
|
(ii)
|
Mr. Huang Long is the vice president of China Huaneng Group and a director of Huaneng International Power Development Corporation;
|
|
(iii)
|
Mr. Li Shiqi is the president of Huaneng International Power Development Corporation;
|
|
(iv)
|
Mr. Huang Jian is the assistant of president of China Huaneng Group, the vice chairman of Huaneng Capital Services Company Limited, the Chairman of Huaneng Carbon Company and Chairman of Huaneng Hainan Power Ltd.;
|
|
(v)
|
Mr. Liu Guoyue is the vice president of China Huaneng Group;
|
|
(v)
|
Mr. Guo Junming is the chief accountant of China Huaneng Group, the director of Huaneng International Power Development Corporation and Chairman of Huaneng Capital Service Limited Company; and
|
|
(vi)
|
Ms. Zhang Mengjiao is the manager of the Finance Department of Huaneng International Power Development Corporation, the Supervisor of Huaneng Anyuan Power Generation Limited Liability Company, Huaneng Duan Zhai Coal & Electricity Co., Ltd., Huaneng Chaohu Power Generation Co., Ltd. and the Chairman of the Supervisory Committee of Huaneng Shaanxi Power Generation Co, Ltd..
|
|
3.
|
NO MATERIAL ADVERSE CHANGE
|
|
4.
|
MATERIAL LITIGATION
|
|
5.
|
SERVICE CONTRACTS
|
|
6.
|
DIRECTORS’ OR SUPERVISORS’ INTERESTS IN THE COMPANY AND ITS SUBSIDIARIES’ ASSETS OR CONTRACTS
|
|
7.
|
DIRECTORS’ INTERESTS IN COMPETING BUSINESS
|
|
8.
|
MISCELLANEOUS
|
|
(a)
|
Mr. Du Daming is the Company Secretary and Board Secretary of the Company.
|
|
(b)
|
The legal address of the Company is Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, PRC. The H Share registrar of the Company in Hong Kong is Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
|
|
(c)
|
In the case of any discrepancy, the English text of this circular and form of proxy shall prevail over the Chinese text.
|
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
|
CONTENTS
|
Page
|
||
Definitions
|
ii
|
|
Letter from the Board
|
1
|
|
1.
|
Introduction
|
1
|
2.
|
Relationship between the Company, Huaneng Group and Huaneng Finance
|
3
|
3.
|
Huaneng Finance Framework Agreement
|
5
|
4.
|
Board of Directors’ Views
|
10
|
5.
|
Implication under the Hong Kong Listing Rules
|
10
|
6.
|
Independent Shareholders’ Approval
|
11
|
7.
|
Recommendations
|
12
|
8.
|
Other Information
|
12
|
Letter from the Independent Board Committee
|
13
|
|
Letter from Independent Financial Adviser
|
15
|
|
Appendix — General Information
|
26
|
DEFINITIONS
|
“A Shares”
|
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;
|
|
“ADSs”
|
American Depositary Shares, each representing the ownership of 40 H Shares, which are listed on the New York Stock Exchange Inc.;
|
|
“associate(s)”
|
has the meaning ascribed to it in the Hong Kong Listing Rules;
|
|
“Board”
|
the board of Directors of the Company;
|
|
“Company”, “HPI”
|
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, and its subsidiaries (as the case may be);
|
|
“connected person(s)”
|
has the meaning ascribed to it in the Hong Kong Listing Rules;
|
|
“Director(s)”
|
the director(s) (including independent non-executive directors) of the Company;
|
|
“Guotai Junan Capital”,
“Independent Financial Adviser”
|
Guotai Junan Capital Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity as defined under the SFO, acting as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the deposit transaction services (and the proposed caps) under the Huaneng Finance Framework Agreement;
|
DEFINITIONS
|
“H Shares”
|
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;
|
|
“HIPDC”
|
Huaneng International Power Development Corporation;
|
|
“Hong Kong”
|
the Hong Kong Special Administrative Region of the PRC;
|
|
“Hong Kong Listing Rules”
|
the Rules Governing the Listing of Securities on the
Hong Kong Stock Exchange;
|
|
“Hong Kong Stock Exchange”
|
The Stock Exchange of Hong Kong Limited;
|
|
“Huaneng Group”
|
China Huaneng Group;
|
|
“Huaneng Finance”
|
China Huaneng Finance Corporation Limited
|
|
“Huaneng Finance Framework Agreement”
|
the “framework agreement on the continuing connected transactions (for 2015 to 2017) between Huaneng Power International, Inc. and China Huaneng Finance Corporation Limited” entered into between the Company and Huaneng Finance on 22 April 2014;
|
|
“Hua Neng HK”
|
China Hua Neng Group Hong Kong Limited;
|
|
“Independent Board Committee”
|
a committee of the Board established for the purpose of considering the terms and the transaction cap of the deposit transactions contemplated under the Huaneng Finance Framework Agreement, comprising Mr. Shao Shiwei, Mr. Wu Liansheng, Mr. Li Zhensheng, Mr. Qi Yudong and Mr. Zhang Shouwen, the independent non- executive Directors of the Company;
|
|
“Independent Shareholders”
|
Shareholders other than Huaneng Group and HIPDC and their respective associates, and who are not involved in, or interested in the transactions contemplated by the Huaneng Finance Framework Agreement;
|
DEFINITIONS
|
“Latest Practicable Date”
|
8 May 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
|
|
“PRC”, “China”
|
the People’s Republic of China;
|
|
“RMB”
|
Renminbi, the lawful currency of the PRC;
|
|
“SFO”
|
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
|
|
“Shanghai Listing Rules”
|
The Rules Governing the Listing of securities on the Shanghai Stock Exchange;
|
|
“Shareholders”
|
the shareholders of the Company;
|
|
“subsidiaries”
|
has the meaning ascribed to it in the Hong Kong Listing Rules; and
|
|
“2013 Annual General Meeting”
|
the 2013 annual general meeting of the Company to be held at 9:00 a.m. on 26 June 2014 at the headquarters of the Company at Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC to consider and approve, among others, the Huaneng Finance Framework Agreement (and the proposed caps).
|
LETTER FROM THE BOARD
|
Directors:
|
Legal Address:
|
Cao Peixi
|
Huaneng Building
|
Huang Long
|
6 Fuxingmennei Street
|
Li Shiqi
|
Xicheng District
|
Huang Jian
|
Beijing 100031
|
Liu Guoyue
|
PRC
|
Fan Xiaxia
|
|
Shan Qunying
|
|
Guo Hongbo
|
|
Xu Zujian
|
|
Xie Rongxing
|
|
Independent Non-executive Directors:
|
|
Shao Shiwei
|
|
Wu Liansheng
|
|
Li Zhensheng
|
|
Qi Yudong
|
|
Zhang Shouwen
|
1.
|
INTRODUCTION
|
LETTER FROM THE BOARD
|
LETTER FROM THE BOARD
|
(i)
|
to provide you with further information in relation to the transactions contemplated under the Huaneng Finance Framework Agreement;
|
(ii)
|
to set out the letter of advice from Guotai Junan Capital to the Independent Board Committee and the Independent Shareholders and the recommendation of the Independent Board Committee as advised by Guotai Junan Capital; and
|
(iii)
|
to seek your approval of the ordinary resolution in relation to the transactions contemplated under the Huaneng Finance Framework Agreement (together with proposed caps), which has been set out in the notice of the 2013 Annual General Meeting.
|
2.
|
RELATIONSHIP BETWEEN THE COMPANY, HUANENG GROUP AND HUANENG FINANCE
|
LETTER FROM THE BOARD
|
|
*
|
Huaneng Group, through Hua Neng HK, indirectly holds a 100% interest in Pro-Power Investment Limited while Pro-Power Investment Limited holds a 5% interest in HIPDC. Therefore, Huaneng Group holds a 5% indirect interest in HIPDC.
|
|
#
|
Huaneng Group holds a 11.06% direct interest in the Company. It also holds 3.36%, 0.04% and 0.79% interest in the Company through Hua Neng HK, Huaneng Capital Services Co. Ltd., (its wholly owned subsidiary) and Huaneng Finance (its controlling subsidiary), respectively.
|
LETTER FROM THE BOARD
|
3.
|
HUANENG FINANCE FRAMEWORK AGREEMENT
|
LETTER FROM THE BOARD
|
LETTER FROM THE BOARD
|
•
|
the deposit transactions under the Huaneng Finance Framework Agreement are conducted on a non-exclusive basis;
|
•
|
the Finance Department of Company will on a weekly basis, obtain terms and trend of interests etc. relating to placing deposits from major commercial banks e.g. Bank of China Limited, Industrial and Commercial Bank of China Limited and China Construction Bank Corporation within the PRC, and based on the interest rate promulgated by the People’s Bank of China make comparisons, in order to allow the Company to obtain the most favourable terms relating to placing deposits, maximise the Company’s interest in transactions and reduce the transactional costs and time of the Company;
|
•
|
the Company will conduct quarterly checking and clearing with related parties (including Huaneng Finance) in relation to the operational fund transfers in order to ensure the safety of funds. At the same time, the Company will report the fund use position each quarter to the Beijing Securities Regulatory Bureau of the China Securities Regulatory Commission and requires itself to comply with the relevant provisions at anytime;
|
•
|
the Company will strictly review contracts and timely monitor the amount and interest rate of the deposit transactions; also, the independent non-executive Directors and the Company’s auditors will review annually the enforcement of agreements, in order to review the Company’s deposit transactions with Huaneng Finance on their fairness and the amount and interest rate of the deposit transactions on their reasonableness.
|
LETTER FROM THE BOARD
|
(i)
|
The increase of the cap on the outstanding balance of the deposits (on daily basis) is to meet the business development of the Company. The expansion of the Company’s operation scale led to an apparent increase in the fund flow (as at the end of 2013, the number of controlled subsidiaries under the management of the Company increased to
55 (2011: 38 subsidiaries) and the equity-based generation capacity of the Company increased to 59,625 MW (2011: 53,186 MW)). At the same time, as most of the tariffs payments are usually made by the local power grid companies towards the end of each month, there exists a gap between the practical need and the existing cap on the outstanding balances of the deposits (on daily basis). If the maximum outstanding balance of the deposits (on daily basis) was not allowed to be adjusted, the Company would need to spend more administrative costs in relocating the funds under its control more frequently so as to maintain and monitor such balance to level not to exceed the maximum cap, thus increasing the Company’s compliance risks.
|
(ii)
|
Loans from Huaneng Finance have to be placed in designated account with Huaneng Finance. Like the arrangement with other commercial banks, the loans offered by Huaneng Finance are all required to be remitted to and deposited in the Company’s designated deposits account with Huaneng Finance. The deposit transactions with Huaneng Finance help systemically manage the capital utilization. The Directors considers that being familiar with the business and operation of the Company, Huaneng Finance is able to provide more cost-efficient, convenient, comprehensive and personalized finance services to the Company than the deposit services provided by other commercial banks.
|
(iii)
|
The deposit interest rates offered to the Company. The deposit interest rates to be offered by Huaneng Finance will be at least equal or to no less favourable than the deposit rates offered to the Company by domestic independent third parties for provision of similar services.
|
(iv)
|
The Company has become a shareholder of Huaneng Finance since December 2005 and holds 20% of its equity interest. The profit growth of Huaneng Finance derived from the Company’s support to Huaneng Finance will provide a higher investment return to the Company.
|
LETTER FROM THE BOARD
|
LETTER FROM THE BOARD
|
4.
|
BOARD OF DIRECTORS’ VIEWS
|
5.
|
IMPLICATION UNDER THE HONG KONG LISTING RULES
|
LETTER FROM THE BOARD
|
6.
|
INDEPENDENT SHAREHOLDERS’ APPROVAL
|
LETTER FROM THE BOARD
|
7.
|
RECOMMENDATIONS
|
8.
|
OTHER INFORMATION
|
Yours faithfully
|
|
By order of the Board
|
|
Huaneng Power International, Inc.
|
|
Du Daming
|
|
Company Secretary
|
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
|
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
|
Yours faithfully,
|
|
Mr. Shao Shiwei, Mr. Wu Liansheng, Mr. Li Zhensheng,
|
|
Mr. Qi Yudong and Mr. Zhang Shouwen
|
|
Independent Directors
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
27/F, Low Block
|
|
Grand Millennium Plaza
|
|
181 Queen’s Road Central
|
|
Hong Kong
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
(i)
|
The increase of the cap on the outstanding balance of the deposits (on daily basis) is to meet the business development of the Company. The expansion of the Company’s operation scale led to an apparent increase in the fund flow (as at the end of 2013, the number of controlled subsidiaries under the management of the Company increased to 55 (2011: 38 subsidiaries) and the equity-based generation capacity of the Company increased to 59,625 MW (2011: 53,186 MW)). At the same time, as most of the tariffs payments are usually made by the local power grid companies towards the end of each month, there exists a gap between the practical need and the existing cap on the outstanding balances of the deposits (on daily basis). If the maximum outstanding balance of the deposits (on daily basis) was not allowed to be adjusted, the Company would need to spend more administrative costs in relocating the funds under its control more frequently so as to maintain and monitor such balance to level not to exceed the maximum cap, thus increasing the Company’s compliance risks.
|
(ii)
|
Loans from Huaneng Finance have to be placed in designated account with Huaneng Finance. Like the arrangement with other commercial banks, the loans offered by Huaneng Finance are all required to be remitted to and deposited in the Company’s designated deposits account with Huaneng Finance. The Deposit Transactions with Huaneng Finance help systemically manage the capital utilization. The Directors considers that being familiar with the business and operation of the Company, Huaneng Finance is able to provide more cost-efficient, convenient, comprehensive and personalized finance services to the Company than the deposit services provided by other commercial banks.
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
(iii)
|
The deposit interest rates offered to the Company. The deposit interest rates to be offered by Huaneng Finance will be at least equal or to no less favourable than the deposit rates offered to the Company by domestic independent third parties for provision of similar services.
|
(iv)
|
The Company has become a shareholder of Huaneng Finance since December 2005 and holds 20% of its equity interest. The profit growth of Huaneng Finance derived from the Company’s support to Huaneng Finance will provide a higher investment return to the Company.
|
•
|
the Deposit Transactions under the Huaneng Finance Framework Agreement are conducted on a non-exclusive basis;
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
•
|
the Finance Department of Company will on a weekly basis, obtain terms and trend of interests etc. relating to placing deposits from major commercial banks e.g. Bank of China Limited, Industrial and Commercial Bank of China Limited and China Construction Bank Corporation within the PRC, and based on the interest rate promulgated by the People’s Bank of China make comparisons, in order to allow the Company to obtain the most favourable terms relating to placing deposits, maximise the Company’s interest in transactions and reduce the transactional costs and time of the Company;
|
•
|
the Company will conduct quarterly checking and clearing with related parties (including Huaneng Finance) in relation to the operational fund transfers in order to ensure the safety of funds. At the same time, the Company will report the fund use position each quarter to the Beijing Securities Regulatory Bureau of the China Securities Regulatory Commission and requires itself to comply with the relevant provisions at anytime;
|
•
|
the Company will strictly review contracts and timely monitor the amount and interest rate of the Deposit Transactions; also, the independent non-executive Directors and the Company’s auditors will review annually the enforcement of agreements, in order to review the Company’s Deposit Transactions with Huaneng Finance on their fairness and the amount and interest rate of the Deposit Transactions on their reasonableness.
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
•
|
Huaneng Finance agrees to provide cash deposit services, discounting services and loan advancement to the Group.
|
•
|
Members of the Group may, from time to time and as necessary, enter into separate implementation agreements for individual deposit transactions contemplated under the Huaneng Finance Framework Agreement with Huaneng Finance. Each implementation agreement will set out the specifications for the particular transaction while the terms of such implementation agreement will be within the bounds of the Huaneng Finance Framework Agreement.
|
•
|
The Huaneng Finance Framework Agreement was signed on 22 April 2014 for a term of three (3) years, commencing on 1 January 2015 and expiring on 31 December 2017 where the Deposit Transactions will be conducted throughout such period.
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
(i)
|
the increasing asset scale led to the increase in the amount of deposits of the Company. The total assets of the Company increased from approximately RMB259.1 billion in 2012 to approximately RMB262.2 billion in 2013;
|
(ii)
|
the expansion of the Company’s operation scale led to an apparent increase in the fund flow (as at the end of 2013, the number of controlled subsidiaries under the management of the Company increased to 55 (2011: 38 subsidiaries) and the equity-based generation capacity of the Company increased to 59,625 MW (2011: 53,186 MW)); and
|
(iii)
|
the fact that the Company has acquired a 20% equity interest in Huaneng Finance since December 2005, the profit growth of Huaneng Finance derived from the Company’s support to Huaneng Finance will provide a higher investment return to the Company.
|
(i)
|
the large amount of cash held by the Company. The Company’s cash at bank and on hand amounted to approximately RMB15.6 billion as at 30 June 2013 and approximately RMB9.3 billion as at 31 December 2013, and the Proposed Annual Caps represents approximately 86.0% of the total cash at bank and on hand as at 31 December 2013 and 51.3% of the total cash at bank and on hand as at 30 June 2013;
|
(ii)
|
the rapidly increasing business scale and cash generated from operating activities. As at the end of 2013, the number of controlled subsidiaries under the management of the Company increased to 55 (2011: 38 subsidiaries) and the equity-based generation capacity of the Company increased to 59,625 MW (2011: 53,186 MW), and the net cash from operating activities of the Company for the three years immediately preceding this circular is approximately RMB20.9 billion, RMB26.9 billion and RMB40.2 billion, respectively, representing a compound annual growth rate of 38.7%; and
|
(iii)
|
the highest outstanding daily balance of the Deposit Transactions for the two years ended 31 December 2012 and 31 December 2013 and the period from 1 January 2014 to 31 March 2014 were approximately RMB5.951 billion (audited), RMB5.970 billion (audited) and RMB5.996 billion (unaudited), respectively, representing a historical utilisation rate of annual caps of approximately 99.1%, 99.5% and 99.9%, respectively, which is computed based on the highest historical outstanding daily balances with Huaneng Finance during the period under review.
|
LETTER FROM INDEPENDENT FINANCIAL ADVISER
|
Yours faithfully,
|
|
For and on behalf of
|
|
Guotai Junan Capital Limited
|
|
Wilson Lo
|
|
Managing Director
|
APPENDIX
|
GENERAL INFORMATION
|
1.
|
RESPONSIBILITY STATEMENT
|
2.
|
DISCLOSURE OF INTEREST
|
(a)
|
Directors and Supervisors of the Company
|
(b)
|
Substantial Shareholders
|
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
(Note 2)
|
Domestic shares
|
5,066,662,118 | (L) |
Beneficial owner
|
36.05 | %(L) | 48.25 | %(L) | — | |||||||||||
China Huaneng Group
(Note 3)
|
Domestic shares
|
1,672,769,384 | (L) |
Beneficial owner
|
11.90 | %(L) | 15.93 | %(L) | — | |||||||||||
China Huaneng Group
(Note 4)
|
H shares
|
472,000,000 | (L) |
Beneficial owner
|
3.36 | %(L) | — | 13.28 | %(L) | |||||||||||
Hebei Provincial Construction Investment Company
|
Domestic shares
|
603,000,000 | (L) |
Beneficial owner
|
4.29 | %(L) | 5.74 | %(L) | — | |||||||||||
Blackrock, Inc.
(Note 5)
|
H shares
|
211,274,983 | (L) |
Interest of controlled corporation
|
1.50 | %(L) | — | 5.94 | %(L) | |||||||||||
84,000 | (S) | 0.0005 | %(S) | — | 0.002 | %(S) | ||||||||||||||
UBS
(Note 6)
|
H shares
|
33,127,982 | (L) |
Beneficial owner
|
0.23 | %(L) | — | 0.93 | %(L) | |||||||||||
9,691,934 | (S) |
Beneficial owner
|
0.06 | %(S) | — | 0.27 | %(S) | |||||||||||||
138,950,320 | (L) |
Person having a security interest in shares
|
0.98 | %(L) | — | 3.90 | %(L) | |||||||||||||
11,047,159 | (L) |
Interest of controlled corporation
|
0.07 | %(L) | — | 0.31 | %(L) | |||||||||||||
2,100,000 | (S) |
Interest of controlled corporation
|
0.01 | %(S) | — | 0.05 | %(S) | |||||||||||||
JPMorgan Chase & Co.
(Note 7)
|
H shares
|
37,281,750 | (L) |
Beneficial owner
|
0.26 | %(L) | — | 1.04 | %(L) | |||||||||||
8,649,031 | (S) |
Beneficial owner
|
0.06 | %(S) | — | 0.24 | %(S) | |||||||||||||
210,365 | (L) |
Investment manager
|
1.1 | %(L) | — | 0.005 | %(L) | |||||||||||||
4,000 | (L) |
Trustee
|
0.00002 | %(L) | — | 0.0001 | %(L) | |||||||||||||
178,990,325 | (L) |
Custodian
|
1.27 | %(L) | — | 5.03 | %(L) |
(1)
|
The letter “L” denotes a long position. The letter “S” denotes a short position. The letter “P” denotes interest in a lending pool.
|
(2)
|
As of the Latest Practicable Date, Huaneng Group holds 51.98% direct interests and an additional 5% indirect interests in HIPDC.
|
(3)
|
Of the 1,672,769,384 domestic shares, China Huaneng Group held 6,246,664 domestic shares through its wholly-owned subsidiary, Huaneng Capital Services Co., Ltd. and 111,398,171 domestic shares through its controlling subsidiary, Huaneng Finance.
|
(4)
|
China Huaneng Group held 472,000,000 H shares through its wholly owned subsidiary, China Hua Neng Group Hong Kong Limited.
|
(5)
|
Long position of 310,000 shares and short position of 84,000 shares were held through physical settled derivatives (on exchange).
|
(6)
|
Long position of 6,317,008 shares was held through physically settled derivatives (on exchange). Short position of 1,160 shares were held through cash settled derivatives (on exchange). Long position of 917,576 shares and short position of 8,329,344 shares was held through physically settled derivatives (off exchange). Short position of 1,361,430 shares was held through cash settled derivatives (off exchange).
|
(7)
|
Long position of 456,680 shares and short position of 99,120 shares were held through physically settled derivatives (on exchange). Short position of 2,782,000 shares was held through cash settled derivatives (on exchange). Short position of 1,505.911 shares were held through physically settled derivatives (off exchange). Long position of 6,014,000 shares and short position of 1,390,000 shares were held through cash settled derivatives (off exchange).
|
(i)
|
Mr. Cao Peixi is the president of China Huaneng Group and the chairman of Huaneng International Power Development Corporation and Huaneng Renewables Corporation Limited;
|
(ii)
|
Mr. Huang Long is the vice president of China Huaneng Group and a director of Huaneng International Power Development Corporation;
|
(iii)
|
Mr. Li Shiqi is the president of Huaneng International Power Development Corporation;
|
(iv)
|
Mr. Huang Jian is the assistant of president of China Huaneng Group, the vice chairman of Huaneng Capital Services Company Limited, the Chairman of Huaneng Carbon Company and Chairman of Huaneng Hainan Power Ltd.;
|
(v)
|
Mr. Liu Guoyue is the vice president of China Huaneng Group;
|
(v)
|
Mr. Guo Junming is the chief accountant of China Huaneng Group, the director of Huaneng International Power Development Corporation and Chairman of Huaneng Capital Service Limited Company; and
|
(vi)
|
Ms. Zhang Mengjiao is the manager of the Finance Department of Huaneng International Power Development Corporation, the Supervisor of Huaneng Anyuan Power Generation Limited Liability Company, Huaneng Duan Zhai Coal & Electricity Co., Ltd., Huaneng Chaohu Power Generation Co., Ltd. and the Chairman of the Supervisory Committee of Huaneng Shaanxi Power Generation Co, Ltd..
|
3.
|
NO MATERIAL ADVERSE CHANGE
|
4.
|
MATERIAL LITIGATION
|
5.
|
CONSENT OF EXPERT
|
Name
|
Qualification
|
||
Guotai Junan Capital
|
a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity as defined under the SFO, acting as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the deposit transaction services (and the proposed caps) under the Huaneng Finance Framework Agreement
|
6.
|
SERVICE CONTRACTS
|
7.
|
DIRECTORS’ OR SUPERVISORS’ INTERESTS IN THE COMPANY AND ITS SUBSIDIARIES’ ASSETS OR CONTRACTS
|
8.
|
DIRECTORS’ INTERESTS IN COMPETING BUSINESS
|
9.
|
MISCELLANEOUS
|
(a)
|
Mr. Du Daming is the Company Secretary and Board Secretary of the Company.
|
(b)
|
The legal address of the Company is Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, PRC. The H Share registrar of the Company in Hong Kong is Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
|
(c)
|
In the case of any discrepancy, the English text of this circular and form of proxy shall prevail over the Chinese text.
|
10.
|
DOCUMENTS FOR INSPECTION
|
HUANENG POWER INTERNATIONAL, INC.
|
|||
By
|
/s/ Du Daming
|
||
Name:
|
Du Daming
|
||
Title:
|
Company Secretary
|
1 Year Huaneng Power Chart |
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