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Share Name | Share Symbol | Market | Type |
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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 |
HUANENG GROUP FRAMEWORK AGREEMENT
On 5 November 2020, the Company entered into the Huaneng Group Framework Agreement with Huaneng Group, its
ultimate controlling shareholder, for a term commencing on 1 January 2021 and expiring on 31 December 2021. Pursuant to the Huaneng Group Framework Agreement, the Company will conduct (among other things) the following transactions with
Huaneng Group and its subsidiaries and associates: (1) purchase of ancillary equipment and parts; (2) purchase of fuel and transportation services; (3) leasing of facilities, land and office spaces; (4) technical services, engineering
contracting services and other services; (5) accept the provision of entrusted sale services from Huaneng Group and its subsidiaries and associates; (6) sale of products; (7) purchase of electricity; (8) sale of heat; and (9) trust loans and
entrusted loans. Such transactions will be conducted on an on-going basis and constitute continuing connected transactions under the Hong Kong Listing Rules.
Among those nine types of transactions,
(a) since the transaction scale in relation to the purchase of fuel and transportation services (i.e. type (2)) exceeds 5% of the applicable percentage ratios as calculated in
accordance with Rule 14.07 of the Hong Kong Listing Rules, such transaction shall be subject to the reporting and announcement requirements under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules and the requirement to obtain approval
from the Independent Shareholders;
(b) the transaction scale of each of type (1) and types (3) to (8) transactions does not exceed 5% of the applicable percentage ratios as calculated in accordance with Rule 14.07
of the Hong Kong Listing Rules, thus such transactions shall only be subject to the reporting, annual review and announcement requirements under Rules 14A.55 to 14A.59 and Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules, but are
exempt from the Independent Shareholders’ approval requirement; and
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(c) as regards the transactions of trust loans and entrusted loans (i.e. type (9)), pursuant to Rule 14A.90 (which relates to financial assistance) of the Hong Kong
Listing Rules, those transactions are exempt from reporting, announcement and the Independent Shareholders’ approval requirements.
EXTRAORDINARY GENERAL MEETING
The Company proposes to convene an extraordinary general meeting in December 2020 to table the
relevant resolutions to seek the approval from the Independent Shareholders of (among others) the continuing connected transactions (including the relevant proposed caps) contemplated under the Huaneng Group Framework Agreement.
The Independent Board Committee of the Company will advise the Independent Shareholders on the
transactions relating to the purchase of fuel and transportation services (including the proposed caps) contemplated under the Huaneng Group Framework Agreement, and will appoint the Independent Financial Adviser to advise the Independent
Board Committee and the Independent Shareholders on the transactions of purchase of fuel and transportation services (including the proposed caps) under the Huaneng Group Framework Agreement.
According to the requirements of Rules 14A.46(1) and 19A.39A of the Hong Kong Listing Rules and
the PRC Company Law, the Company shall dispatch a circular containing further details regarding the continuing connected transactions under the Huaneng Group Framework Agreement, a letter from the Independent Board Committee and an opinion of
the Independent Financial Adviser to the shareholders as soon as possible, but in any event shall not later than 7 December 2020
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(1) |
Purchase of ancillary equipment and parts
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(2) |
Purchase of fuel and transportation services
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(3) |
Leasing of facilities, land and office spaces
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(4) |
Technical services, engineering contracting services and other services
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(5) |
Accept the provision of entrusted sale services from Huaneng Group and its subsidiaries and associates
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(6) |
Sale of products
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(7) |
Purchase of electricity
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(8) |
Sale of heat
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(9) |
Trust loans and entrusted loans
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• |
the continuing connected transactions contemplated under the Huaneng Group Framework Agreement are conducted on a non-exclusive basis;
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• |
for transactions relating to the purchase of ancillary equipment and parts, the Company has a choice in selecting the procurement. In participating the Company’s procurement
auction, the Company will ensure that the prices will be no less favourable than the procurement prices offered to the Company and its subsidiaries. To better understand the market trend, and to compare prices and bid prices during the
auction process, the Company will conduct such transactions according to the Company’s procurement policy, which mainly stipulates that at times when there are needs for purchasing transactions, the Company will, from time to time, obtain
quotations from reputable suppliers (including Huaneng Group and its subsidiaries and associates) and/or invite tenders from multiple suppliers and/or in certain circumstances make price enquiries. According to the Company’s procurement
policy, in addition to the offer of same or more favourable terms by the counterparty in a transaction, the Company will also consider other factors, including the corporate background of the counterparty; its reputation and reliability; its
ability to conduct the transaction in accordance with the terms of the contract; and its understanding of the Company’s needs, in order to maximising the Company’s interest in the transaction and at the same time reduce the Company’s time and
costs of transaction;
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|
• |
for transactions in relation to the purchase of fuel and coal transportation services, the Company has established a dedicated mechanism for information exchange and weekly
and monthly information analysis, which mainly consists of: (i) collection of price information, such as pithead prices, listed prices at major coal production localities, inland coal transaction price indices, aximi price indices, domestic
futures indices, global coal prices, and price indices of imported coal; and in addition, information relating to the storage at harbours, the production, transportation and sale of coal, and price indices of freights is also collected as an
aid in analysing the trend of the market price. The major information collection channels of the Company include: China Coal Market website 中國煤炭市場網 (http://www.cctd.com.cn),
China Coal Resources website 中國煤炭資源網(http://www.sxcoal.com) and Qinhuangdao Coal website 秦皇島煤炭網 (http://www.cqcoal.com), etc.; (ii) the Company has also established the Qinhuangdao distribution centre, which is charged with the monitoring of the daily, weekly and monthly prices of coal based on aximi and
water transportation and related developments; (iii) the Company’s branch companies and power plants are charged with collecting information on the market and pithead prices of their own location. In terms of pricing, the Company will issue
weekly the guidance procurement price of coal for coastal power plants (based on the market information collected and generally lower than the then prevailing market price), the Company will invite at least three suppliers (including Huaneng
Group and its subsidiaries and associates) to provide coal quotations within the range of the guidance
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• |
for transactions in relation to the purchase of fuel and coal transportation services, the “market conditions” relied upon in developing the Company’s procurement strategies
can principally be summarised in the following manner: (i) changes in the prices of coal; (ii) aspects on coal transportation, including status on ship transportation at port (e.g. in circumstances where the northern ports such as Qinhuangdao
are stranded seriously, the Company will arrange certain coal to be imported), the status on railway transportation (e.g. substantial overhaul of Datong Qinhuangdao railway), the status on road transportation (e.g. where the northern regions
are affected by seasonal rain/snow); (iii) production condition (e.g. where major cooperation partners for coal supply or regional coal enterprises experience any safety incidents which may lead to a suspension in coal production or safety
checks and hence the coal mine safety inspections may affect domestic coal production or supply of coal regionally, or where the import of coal from coal production areas like Indonesia, Australia, Colombia, South Africa, etc. are affected by
incidents of natural disasters, storm, typhoon, strike, etc.); (iv) status on level of inventory (including changes in the inventory at major ports and where power enterprises and coal companies run low in stock; and (v) status on changes in
policy. The State has promulgated a number of environmental protection policies and coal industry policies which may have an impact on the volume of coal consumption, the types and quality of coal required by power enterprises. The Company
will timely follow and collect latest information on market condition for assessing and formulating the Company’s procurement strategies;
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• |
for transactions in relation to leasing of power transmission and transformation assets, the lease by the Company and its subsidiaries of such facilities from Huaneng Group
and its subsidiaries and associates is based on arm’s length terms. The leasing fee payable is principally to offset the outlay of the supplier’s costs, interest payment, operational expenses in maintenance, etc. Such leasing fee has been
adopted for use since 2004 and has not been adjusted on account of inflation or other factors during such period. For transactions in relation to the leasing of land and office spaces, the Company will have
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• |
for transactions in relation to provision of technical services, engineering contracting services and other services, the Company, at times when there are needs for purchasing
transactions, will conduct such transactions according to the relevant procurement management rules, and will from time to time obtain quotations from suppliers of scale (including Huaneng Group and its subsidiaries and associates), and/or
invite tenders from multiple suppliers and/or in certain circumstances make price enquiries in conducting such procurements. According to the Company’s procurement policy, in addition to the offer of same or more favourable terms by the
counterparty in a transaction, the Company will also consider other factors, including the Company’s specific requirements in a transaction, the comparable advantages of the technological expertise of counterparties and the ability of
counterparties to perform the contract and to provide follow-up services consequential to completion of a transaction, in order to maximise the Company’s interest. As regards the provision of operation/production and related port supportive
services, the prices are basically market-driven according to the prevailing market conditions. Nonetheless, the Company will conduct enquiry process by making reference to at least three other contemporaneous transactions with unrelated
third parties for similar services to determine if the prices and terms offered by Huaneng Group and its subsidiaries and associates are fair and reasonable and comparable to those offered by independent third parties;
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• |
for transactions in relation to the acceptance of provision of entrusted sale services from Huaneng Group and its subsidiaries and associates, it is formulated in tandem with
the State’s electricity system reform policies and clean energy adoption measures. Through the centralised coordination, the Company will conduct the transactions in accordance with the implementation rules governing substituted power
generation in the area(s) where such power plant(s) is/are located, having taken into account the status regarding the operation of the Company’s generating units and the actual changes in the market;
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• |
for transactions in relation to sale of products, in principle, the fuel company (which is 100% owned by the Company) will only sell coal to the Company’s power plants. The
Company will strictly control the conduct of coal sale transactions between the fuel company and related power plants. In circumstances where there is a severe shortage in the level of inventory in the power plants, the Company will, on
condition that the Company’s own power plants are preserved with sufficient coal supply for operation, sell the excess coal, as a temporary measure, to related power plants at prices according to the changes in market conditions. The Company
will, through the information collection channels mentioned in transaction regarding purchase of fuel and coal transportation
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• |
the purchase of electricity transactions will be conducted in accordance with the market rules promulgated by the Government and power trading centres and based on the
operation targets of power plants and electricity sales companies of the Company, the analysis of the need for electricity by national large users and the principle of maximising the interests of the Company, and if the electricity sales
companies of the Company purchase electricity from power plants or electricity sales companies of connected persons, the transaction prices for purchase of electricity from connected persons will be similar to the average price level of
similar transactions in the market. In this regard, the Company will obtain at least three quotations from reputable suppliers (including Huaneng Group and its subsidiaries and associates) and/or in certain circumstances make price enquiries
in accordance with the Company’s procurement policy;
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• |
the sale of heat transactions will be conducted in strict compliance with the management regulations of the Company and the internal control requirements. Meanwhile, the
Company will closely monitor the changes in demand and supply in the heat market, and timely follow and collect latest information on market condition as a guidance for the Company to analyze the demand and supply in the heat market.
Adjustment will then be made in a timely manner according to the operating scale of the Company and actual conditions, so as to ensure the interests of the Company being maximized;
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• |
trust loans and entrusted loans transactions with Huaneng Group and its subsidiaries and associates will be conducted largely depend on the Company’s overall fund size, the
actual business needs of the Company, the changes in the capital market and the availability of fund that the Company can obtain through financial institutions. All application for loans by operating units of the Company shall be submitted to
the finance department in accordance with the Contract Management Rules of the Company. Through centralized co- ordination by the finance department of the Company, offers for the loans will be obtained from at least three financial
institutions and non-financial institutions including Huaneng Group and its subsidiaries and associates for review and comparison by the finance department of the Company and approval by the chief accountant of the fund coordination
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• |
the contract management department will strictly review contracts, the contract enforcement department will timely monitor the amount of connected transactions, and the
relevant functional departments will supervise the compliance monitoring in production and operation. In addition to the annual review of the performance of specific contracts by the independent non-executive Directors and the Company’s
auditors, the Company’s supervisors will also monitor the working arrangements involved in the Company’s continuing connected transactions, and review whether the Company’s transactions are fair and conducted at reasonable transaction prices.
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“associate(s)”
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has the meaning ascribed to it in the Hong Kong Listing Rules
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“Board”
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the board of Directors of the Company
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“Company”
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Huaneng Power International, Inc.
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“connected person(s)”
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has the meaning ascribed to it in the Hong Kong Listing Rules
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“Director(s)”
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the director(s) of the Company
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“HIPDC”
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Huaneng International Power Development Corporation
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“Hong Kong Listing Rules”
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The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
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“Hua Neng HK”
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China Hua Neng Group Hong Kong Limited
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“Huaneng Finance”
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China Huaneng Finance Corporation Limited
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“Huaneng Group”
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China Huaneng Group Co., Ltd.
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“Huaneng Group Framework Agreement”
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the framework agreement on the continuing connected transactions for 2021 between Huaneng Power International,
Inc. and China Huaneng Group Co., Ltd. entered into between the Company and Huaneng Group on 5 November 2020
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“Independent Board Committee”
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a committee of the Board established for the purpose of considering the transactions regarding the purchase of
fuel and transportation services (including the proposed cap) contemplated under the Huaneng Group Framework Agreement, comprising independent non-executive Directors who are independent of these transactions
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“Independent Financial Adviser”, “Gram Capital”
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Gram Capital Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated
activity as defined under the Securities and Futures Ordinance (Cap.571 of the laws of Hong Kong), an independent financial adviser to be appointed to advise the Independent Board Committee and the Independent Shareholders on the transactions
regarding the purchase of fuel and transportation services (including the proposed cap) contemplated under the Huaneng Group Framework Agreement
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“Independent Shareholders”
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shareholders of the Company other than Huaneng Group and its associates
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“PRC”
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The People’s Republic of China
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“RMB”
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Renminbi, the lawful currency of the PRC
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“SSE Listing Rules”
|
The Rules Governing the Listing of Securities on the Shanghai Stock Exchange
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“Stock Exchange”
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The Stock Exchange of Hong Kong Limited
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“subsidiary(ies)”
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has the meaning ascribed to it in the Hong Kong Listing Rules
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By Order of the Board
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Huaneng Power International, Inc.
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Huang Chaoquan
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Company Secretary
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On 5 November 2020, Shandong Company, a controlling subsidiary of the Company, entered into the Capital Increase Agreement with
Pro-Power Investment. Pursuant to the Capital Increase Agreement, Yantai Renewable Energy, a wholly-owned subsidiary of Shandong Company (the Company’s controlling subsidiary), will increase its registered capital, among which, Shandong
Company will contribute RMB1,247.7015 million, while Pro-Power Investment will contribute RMB415.9005 million (or its equivalent). Immediately after the Capital Increase, the registered capital of Yantai Renewable Energy will be increased
from RMB1,000 million to RMB1,663.602 million, of which Shandong Company will invest RMB1,247.7015 million and hold a 75% of equity interest, and Pro-Power Investment will invest RMB415.9005 million (or its equivalent) and hold a 25% of
equity interest. Yantai Renewable Energy will become a non-wholly owned subsidiary of Shandong Company.
As at the date of publication of this announcement, Huaneng Group holds a 75% direct equity interest and a 25% indirect equity
interest in HIPDC, whilst HIPDC, being the direct controlling shareholder of the Company, holds a 32.28% equity interest in the Company. Huaneng Group also holds a 9.91% direct equity interest in the Company, a 3.01% indirect equity interest
in the Company through Hua Neng HK (a wholly-owned subsidiary of Huaneng Group), a 0.84% indirect equity interest in the Company through China Huaneng Group Treasury Management (Hong Kong) Limited (an indirect wholly-owned subsidiary of
Huaneng Group) and a 0.39% indirect equity interest in the Company through Huaneng Finance (a controlling subsidiary of Huaneng Group). Pro-Power Investment is an indirect wholly-owned subsidiary of Huaneng Group. Under the Hong Kong Listing
Rules, Pro-Power Investment is a connected person of the Company, the Capital Increase constitutes a connected transaction of the Company.
The Capital Increase will result in the shareholding held by Shandong Company in Yantai Renewable Energy to decrease from 100% to 75%
and thus the Capital Increase constitutes a deemed disposal under Rule 14.29 of the Hong Kong Listing Rules. With respect to the Capital Increase, given the scale of the Capital Increase does not exceed 5% of the applicable percentage ratios
as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Capital Increase
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does not constitute a discloseable transaction under Chapter 14 of the Hong Kong Listing Rules. The Capital Increase
also constitutes a connected transaction under Chapter 14A of the Hong Kong Listing Rules. As the scale of the Capital Increase exceeds 0.1% but does not exceed 5% of the applicable percentage ratios as calculated pursuant to Rule 14.07 of
the Hong Kong Listing Rules, therefore, the Company is only required to comply with the reporting and announcement requirements under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but is exempt from independent shareholders’ approval
requirement. However, according to the SSE Listing Rules, in conjunction with the Capital Increase, the accumulative transaction amount of the transactions (other than the routine related transactions) that did not require approval at general
meeting, and conducted between the Company and the same related party(ies) (i.e. the transaction party(ies) being Huaneng Group and the entities other than the Company under its control) in the past 12 months reached the threshold that
requires approval at general meeting. Accordingly, the Capital Increase is subject to approval to be obtained at general meeting of the Company according to the SSE Listing Rules.
The Company proposes to convene an extraordinary general meeting in December 2020 to seek
approval from Independent Shareholders on (among others) the related resolution regarding the Capital Increase. According to the requirements of Rules 14A.46(1) and 19A.39A of the Hong Kong Listing Rules and the PRC Company Law, the Company
shall despatch a circular containing, inter alia, the Capital Increase to the shareholders as soon as possible but in any event not later than 7 December 2020.
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I. |
INTRODUCTION REGARDING CONNECTED TRANSACTION
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II. |
RELATIONSHIP BETWEEN THE COMPANY, HUANENG GROUP, SHANDONG COMPANY AND PRO-POWER INVESTMENT
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III. |
THE CAPITAL INCREASE
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1. |
Date
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2. |
Parties
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3. |
Contribution proposal
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4. |
Corporate governance
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5. |
Effectiveness
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IV. |
THE DETERMINATION BASIS FOR THE CAPITAL INCREASE
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V. |
INFORMATION OF YANTAI RENEWABLE ENERGY
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As at the date of this announcement
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Immediately after the Capital Increase
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|||||||||||||||
Shareholder
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Capital contribution
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Capital contribution ratio
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Capital contribution
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Capital contribution ratio
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||||||||||||
Shandong Company
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100,000 (Note)
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100
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%
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124,770.15
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75
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%
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||||||||||
Pro-Power Investment
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–
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–
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41,590.05
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25
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%
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|||||||||||
Total
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100,000
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100
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%
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166,360.20
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100
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%
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VI. |
THE PURPOSE OF CONDUCTING THE CAPITAL INCREASE AND THE IMPACT ON THE COMPANY
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VII. |
IMPLICATIONS UNDER HONG KONG LISTING RULES AND SEE LISTING RULES
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VIII. |
APPROVAL FROM THE BOARD
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IX. |
DEFINITIONS
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“associate(s)” |
has the meaning ascribed to it under the Hong Kong Listing Rules;
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“Capital Increase” |
the transaction contemplated under the Capital Increase Agreement
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“Capital Increase Agreement” |
the capital increase and share expansion agreement of Huaneng Yantai Renewable Energy Limited dated 5 November 2020 entered into between Shandong Company and Pro-Power
Investment
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“Company” |
Huaneng Power International, Inc.
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“connected person(s)” |
has the meaning ascribed to it under the Hong Kong Listing Rules
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“Directors” |
the directors (including independent non-executive directors) of the Company
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“HIPDC” |
Huaneng International Power Development Corporation
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“Hong Kong Listing Rules” |
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time
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“Hua Neng HK” |
China Hua Neng Group Hong Kong Limited
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“Huaneng Finance” |
China Huaneng Finance Corporation Limited
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“Huaneng Group” |
China Huaneng Group Co., Ltd.
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“PRC” or “China” |
the People’s Republic of China
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Pro-Power Investment |
Pro-Power Investment Limited
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“RMB” |
the lawful currency of the PRC
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“SSE Listing Rules” |
the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
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“Shandong Company” |
Huaneng Shandong Power Generation Limited
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“Stock Exchange” |
The Stock Exchange of Hong Kong Limited
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“Yantai Renewable Energy” |
Huaneng Yantai Renewable Energy Limited
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By Order of the Board
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Huaneng Power International, Inc.
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|
Huang Chaoquan
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Company Secretary
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On 5 November 2020, the Company entered into the Capital Increase Agreement with Hua Neng HK, Haizhuang Renewables and Shengdong
Offshore Wind Power. Pursuant to the Capital Increase Agreement, the Company, Hua Neng HK and Haizhuang Renewables shall inject new capital by way of cash in accordance with their respective shareholding ratios. The Company shall use its own
internal fund to pay Shengdong Offshore Wind Power not more than RMB1,077,871,181 as the consideration for the Capital Increase. Upon completion of the Capital Increase, Shengdong Offshore Wind Power’s registered capital will be increased to
RMB2,364,393,900, and the Company’s shareholding ratio in Shengdong Offshore Wind Power remains unchanged at 79%.
As at the date of publication of this announcement, Huaneng Group holds a 75% direct equity interest and a 25% indirect equity
interest in HIPDC, whilst HIPDC, being the direct controlling shareholder of the Company, holds a 32.28% equity interest in the Company. Huaneng Group also holds a 9.91% direct equity interest in the Company, a 3.01% indirect equity interest
in the Company through Hua Neng HK (a wholly-owned subsidiary of Huaneng Group), a 0.84% indirect equity interest in the Company through Huaneng Treasury (an indirect wholly-owned subsidiary of Huaneng Group) and a 0.39% indirect equity
interest in the Company through Huaneng Finance (a controlling subsidiary of Huaneng Group). At the same time, the Company, Hua Neng HK and Haizhuang Renewables each holds 79%, 21% and 1% equity interests, respectively, in Shengdong Offshore
Wind Power. Huaneng Group and HIPDC are connected persons of the Company, Hua Neng HK is its associate, and Shengdong Offshore Wind Power is a connected subsidiary of the Company. According to the relevant provisions of the Hong Kong Listing
Rules, the Capital Increase constitutes a connected transaction of the Company.
With respect to the Capital Increase, given the scale of the Capital Increase does not exceed 5% of the applicable percentage ratios
as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Capital Increase does not constitute a discloseable transaction under Chapter 14 of the Hong Kong Listing Rules. The Capital Increase also constitutes a connected
transaction under Chapter 14A of the Hong Kong Listing Rules. As the scale of the Capital Increase exceeds 0.1% but does not exceed 5% of the applicable percentage ratios as calculated pursuant to Rule 14.07 of
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the Hong Kong Listing Rules, therefore, the Company is only required to comply with the reporting and announcement requirements under
Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but is exempt from independent shareholders’ approval requirement. However, according to the SSE Listing Rules, in conjunction with the Capital Increase, the accumulative transaction
amount of the transactions (other than the routine related transactions) that did not require approval at general meeting, and conducted between the Company and the same related party(ies) (i.e. the transaction party(ies) being Huaneng Group
and the entities other than the Company under its control) in the past 12 months reached the threshold that requires approval at general meeting. Accordingly, the Capital Increase is subject to approval to be obtained at general meeting of
the Company according to the SSE Listing Rules.
The Company proposes to convene an extraordinary general meeting in December 2020 to seek approval from Independent Shareholders on
(among others) the related resolution regarding the Capital Increase. According to the requirements of Rules 14A.46(1) and 19A.39A of the Hong Kong Listing Rules and the PRC Company Law, the Company shall despatch a circular containing, inter
alia, the Capital Increase to the shareholders as soon as possible but in any event not later than 7 December 2020.
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I. |
INTRODUCTION
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II. |
RELATIONSHIP BETWEEN THE COMPANY, HUA NENG HK, HAIZHUANG RENEWABLES AND SHENGDONG OFFSHORE WIND POWER
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III. |
THE CAPITAL INCREASE
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1.
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Date:
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5 November 2020
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2.
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Parties:
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(i)
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the Company;
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(ii)
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Hua Neng HK;
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(iii)
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Haizhuang Renewables; and
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(iv)
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Shengdong Offshore Wind Power.
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To the best of the Directors’ knowledge, information and belief, Haizhong Renewables and
its ultimate beneficial owner are third parties independent of, and not connected with the Company and its connected persons.
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3.
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Subscription of share capital
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According to the Capital Increase Agreement, shareholders of Shengdong Offshore Wind Power
shall inject new capital by way of cash in accordance with its existing shareholding ratios, of which the Company shall subscribe for not more than RMB1,077,871,181, representing 79% of the newly increased capital.
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Following completion of the Capital Increase, the registered capital and shareholding
structure of Shengdong Offshore Wind Power will be as follows: (1) registered capital: no more than RMB2,364,393,900; and (2) the names of shareholders, capital contributions and shareholding ratios will be as follows: the Company shall
contribute RMB1,867,871,181 with an equity interest of 79%, Hua Neng HK shall contribute RMB472,878,780 or its equivalent with an equity interest of 20% and Haizhuang Renewables shall contribute RMB23,643,939 with an equity interest of 1%.
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4.
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Payment:
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By way of cash
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5.
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Effectiveness:
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The Capital Increase Agreement shall become effective from the date
of signing (with official seals) by all parties.
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IV. |
INFORMATION OF SHENGDONG OFFSHORE WIND POWER
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V. |
SELECTED FINANCIAL INFORMATION OF SHENGDONG OFFSHORE WIND POWER
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For the year ended 31 December
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For the six months ended
30 June
|
|||||||||||
2018
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2019
|
2020
|
||||||||||
Operating income
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0
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0
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0
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|||||||||
Profit before taxation
|
-27.109385
|
157.884869
|
6.510332
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|||||||||
Net profit
|
-27.109385
|
125.191048
|
-1.894647
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As at 31 December
|
As at 30 June
|
|||||||||||
2018
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2019
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2020
|
||||||||||
Total assets
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0
|
0
|
0
|
|||||||||
Total liabilities
|
35,097.093808
|
306,958.100723
|
427,942.393558
|
|||||||||
Net assets
|
5,972.890615
|
115,594.081663
|
133,992.187016
|
VI. |
PURPOSE OF THE CAPITAL INCREASE AND THE FINANCIAL IMPACT ON THE COMPANY
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VII. |
IMPLICATIONS UNDER HONG KONG LISTING RULES AND SSE LISTING RULES
|
VIII. |
APPROVAL FROM THE BOARD
|
IX. |
DEFINITIONS
|
“associate(s)”
|
has the meaning ascribed to it under the Listing Rules
|
|
“Capital Increase”
|
the Company will subscribe for part of the newly-added registered capital of Shengdong
Offshore Wind Power at not more than RMB1,077,871,181 in accordance with the terms and conditions of the Capital Increase Agreement
|
|
“Capital Increase Agreement”
|
the capital increase agreement dated 5 November 2020 entered into among Hua Neng HK,
Haizhuang Renewables and Shengdong Offshore Wind Power
|
“Company”
|
Huaneng Power International, Inc.
|
|
“connected person(s)”
|
has the meaning ascribed to it under the Listing Rules
|
|
“Directors”
|
the directors (including independent non-executive directors) of the Company
|
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“Haizhuang Renewables”
|
CSIC Haizhuang (Beijing) Renewables Energy Investment Co., Ltd.
|
|
“HIPDC”
|
Huaneng International Power Development Corporation
|
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“Hong Kong Listing Rules”
|
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
|
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“Hua Neng HK”
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China Hua Neng Group Hong Kong Limited
|
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“Huaneng Finance”
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China Huaneng Finance Corporation Limited
|
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“Huaneng Group”
|
China Huaneng Group Co., Ltd.
|
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“Huaneng Treasury”
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China Huaneng Group Treasury Management (Hong Kong) Limited
|
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“PRC” or “China”
|
the People’s Republic of China
|
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“RMB”
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the lawful currency of the PRC
|
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“Shengdong Offshore Wind Power”
|
Huaneng Shengdong Rudong Offshore Wind Power Co., Ltd.
|
|
“SEE Listing Rules”
|
The Rules Governing the Listing of Securities on the Shanghai Stock Exchange
|
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“Stock Exchange”
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The Stock Exchange of Hong Kong Limited
|
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“subsidiary(ies)”
|
has the meaning ascribed to it in the Hong Kong Listing Rules
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By Order of the Board
|
|
Huaneng Power International, Inc.
|
|
Huang Chaoquan
|
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Company Secretary
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Zhao Keyu (Executive Director)
|
Xu Mengzhou (Independent Non-executive Director)
|
Zhao Ping (Executive Director)
|
Liu Jizhen (Independent Non-executive Director)
|
Huang Jian (Non-executive Director)
|
Xu Haifeng (Independent Non-executive Director)
|
Wang Kui (Non-executive Director)
|
Zhang Xianzhi (Independent Non-executive Director)
|
Lu Fei (Non-executive Director)
|
Xia Qing (Independent Non-executive Director)
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Teng Yu (Non-executive Director)
|
|
Mi Dabin (Non-executive Director)
|
|
Cheng Heng (Non-executive Director)
|
|
Guo Hongbo (Non-executive Director)
|
|
Lin Chong (Non-executive Director)
|
To ensure the smooth construction of Sahiwal Project of Pakistan Company, Huaneng Group has provided guarantee for the long-term
borrowings of Pakistan Company according to the proportion of shareholding of Shandong Company in Pakistan Company. Upon the request of the syndicate of lenders, in order to rationalize the guarantee relationship, Shandong Company shall
sign a Guarantee Contract with ICBC (the leading bank of the syndicate) to take over and assume the guarantee obligations of Huaneng Group. Shandong Company intends to sign a Guarantee Contract with Jining Cheng Group and ICBC upon
consideration and approval of the Guarantee at the general meeting of the Company.
According to the Guarantee Agreement, the Guarantee provided by Shandong Company is given on a joint and several liability basis.
The period of guarantee is two years from the date on signing the Guarantee Contract to the expiry of performance of the secured debt. Jining Cheng Group, the other shareholder of Pakistan Company, has undertaken the guarantee obligation
for the remaining 50% debt under the Guarantee Contract. The amount of the Guarantee given by Shandong Company was approximately US$258.5 million.
The guarantee provided by Huaneng Group to a subsidiary of the Company is entered into on normal commercial
terms, and does not involve any pledge of the Company’s assets. Under Rule 14A.90 of the Hong Kong Listing Rules, the guarantee provided by Huaneng Group to a subsidiary of the Company shall be exempt from reporting, announcement and
independent shareholders’ approval requirements.
The Guarantee involves a subsidiary of the Company undertaking the guarantee provided by Huaneng Group for Pakistan Company. As
Huaneng Group is a connected person of the Company, the Guarantee constitutes a connected transaction under the Hong Kong Listing Rules. Since the transaction scale of the Guarantee does not exceed 5% of the applicable percentage ratios as
calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules, the Guarantee shall only be subject to the reporting and announcement requirements under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules, but is exempt from the
independent shareholders’ approval requirement.
|
According to the SSE Listing Rules, the Guarantee has to be submitted to the general meeting of the Company for consideration and
approval. Huaneng Group and its associates will abstain from voting on the relevant resolution at the general meeting. The Company shall hold a general meeting as soon as possible and submit the aforesaid resolution for consideration and
approval.
|
“associate(s)”
|
has the meaning ascribed to it in the Hong Kong Listing Rules
|
|
“Company”
|
Huaneng Power International, Inc.
|
|
“Director(s)”
|
the director(s) (including independent non-executive director(s)) of the Company
|
|
“Guarantee”
|
Shandong Company shall take over and assume the guarantee as provided by Huaneng Group to Pakistan Company for
the long- term borrowings in the amount of approximately US$258.5 million, in accordance with the terms and conditions of the Guarantee Contract
|
|
“Guarantee Contract”
|
the “Guarantee Contract between Huaneng Shandong Power Generation Co., Ltd. and Jining Chengtou Holding Group
Co., Ltd. and Industrial and Commercial Bank of China Limited, Karachi Branch” to be entered into between Shandong Company and Jining Cheng Group and ICBC upon consideration and approval of the Guarantee at the general meeting of the
Company
|
|
“HIPDC”
|
Huaneng International Power Development Corporation
|
|
“Hong Kong Listing Rules”
|
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
|
|
“Hua Neng HK”
|
China Hua Neng Group Hong Kong Limited
|
|
“Huaneng Group”
|
China Huaneng Group Co., Ltd.
|
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“ICBC”
|
Industrial and Commercial Bank of China Limited
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“Jining Cheng Group”
|
Jining Chengtou Holding Group Co., Ltd.
|
|
“PRC” or “China”
|
the People’s Republic of China
|
|
“RMB”
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the lawful currency of the PRC
|
|
“Pakistan Company”
|
Huaneng Shandong Ruyi (Pakistan) Energy (Private) Limited
|
|
“Shandong Company”
|
Huaneng Shandong Power Generation Co., Ltd.
|
|
“Shandong Ruyi (HK)”
|
Shandong Ruyi (HK) Energy Limited
|
|
“Shandong Ruyi Technology Group”
|
Shandong Ruyi Technology Group Co., Ltd.
|
|
“SSE Listing Rules”
|
The Rules Governing the Listing of Securities on the Shanghai Stock Exchange
|
|
“Stock Exchange”
|
The Stock Exchange of Hong Kong Limited
|
By Order of the Board
|
|
Huaneng Power International, Inc.
|
|
Huang Chaoquan
|
|
Company Secretary
|
Zhao Keyu (Executive Director)
|
Xu Mengzhou (Independent Non-executive Director)
|
Zhao Ping (Executive Director)
|
Liu Jizhen (Independent Non-executive Director)
|
Huang Jian (Non-executive Director)
|
Xu Haifeng (Independent Non-executive Director)
|
Wang Kui (Non-executive Director)
|
Zhang Xianzhi (Independent Non-executive Director)
|
Lu Fei (Non-executive Director)
|
Xia Qing (Independent Non-executive Director)
|
Teng Yu (Non-executive Director)
|
|
Mi Dabin (Non-executive Director)
|
|
Cheng Heng (Non-executive Director)
|
|
Guo Hongbo (Non-executive Director)
|
|
Lin Chong (Non-executive Director)
|
By Order of the Board
|
|
Huaneng Power International, Inc.
|
|
Huang Chaoquan
|
|
Company Secretary
|
Zhao Keyu (Executive Director)
|
Xu Mengzhou (Independent Non-executive Director)
|
Zhao Ping (Executive Director)
|
Liu Jizhen (Independent Non-executive Director)
|
Huang Jian (Non-executive Director)
|
Xu Haifeng (Independent Non-executive Director)
|
Wang Kui (Non-executive Director)
|
Zhang Xianzhi (Independent Non-executive Director)
|
Lu Fei (Non-executive Director)
|
Xia Qing (Independent Non-executive Director)
|
Teng Yu (Non-executive Director)
|
|
Mi Dabin (Non-executive Director)
|
|
Cheng Heng (Non-executive Director)
|
|
Guo Hongbo (Non-executive Director)
|
|
Lin Chong (Non-executive Director)
|
1. |
To consider and approve the proposal regarding the continuing connected transactions for 2021 between the Company and Huaneng Group (Note
1);
|
2. |
To consider and approve the proposal regarding the capital increase of Shengdong Offshore Wind Power (Note 1);
|
3. |
To consider and approve the proposal regarding the capital increase and share expansion of Huaneng Yantai Renewable Energy (Note 1);
and
|
4. |
To consider and approve the proposal regarding the provision of guarantee by Shandong Company to its subsidiary (Note 1).
|
By Order of the Board
|
|
Huaneng Power International, Inc.
|
|
Huang Chaoquan
|
|
Company Secretary
|
Zhao Keyu (Executive Director)
|
Xu Mengzhou (Independent Non-executive Director)
|
Zhao Ping (Executive Director)
|
Liu Jizhen (Independent Non-executive Director)
|
Huang Jian (Non-executive Director)
|
Xu Haifeng (Independent Non-executive Director)
|
Wang Kui (Non-executive Director)
|
Zhang Xianzhi (Independent Non-executive Director)
|
Lu Fei (Non-executive Director)
|
Xia Qing (Independent Non-executive Director)
|
Teng Yu (Non-executive Director)
|
|
Mi Dabin (Non-executive Director)
|
|
Cheng Heng (Non-executive Director)
|
|
Guo Hongbo (Non-executive Director)
|
|
Lin Chong (Non-executive Director)
|
1. |
Please refer to the Company’s announcements dated 6 November 2020 and a circular to be issued before the Extraordinary General Meeting for details.
|
2. |
Proxy
|
|
(i) |
A member eligible to attend and vote at the Extraordinary General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on 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 the H Share registrar of the Company, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less
than 24 hours before the time designated for holding of the Extraordinary 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.
|
3. |
Registration procedures for attending the Extraordinary 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 Extraordinary General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder
appointing such persons to attend the meeting.
|
|
(ii) |
Holders of H Shares intending to attend the Extraordinary General Meeting should return the reply slip for attending the Extraordinary General Meeting to the Company on or
before 1 December 2020.
|
|
(iii) |
Shareholders may send the reply slip to the Company in person, by post or by fax.
|
4. |
Closure of H Share register members
|
5. |
Other Businesses
|
|
(i) |
The Extraordinary General Meeting will last for half day. Shareholders and their proxies who attend the Extraordinary General Meeting 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:
|
|
(iv) |
Time and dates in this notice are Hong Kong time and dates.
|
Number of Shares related to this proxy form (Note 1)
|
H Shares/Domestic Shares*
|
I (We) (Note 2)
|
of
|
,
|
Shareholders’ Account:
|
and I.D. No.:
|
,
|
being the holder(s) of
|
H Share(s)/Domestic Share(s)* (Note
1)
|
of Huaneng Power International, Inc. (the “Company”) now appoint (Note 3)
|
I.D. No.:
|
(of
|
),
|
ORDINARY RESOLUTIONS
|
For (Note 4)
|
Against (Note 4)
|
Abstained (Note 4)
|
|
1.
|
To consider and approve the proposal regarding the continuing connected transactions for
2021 between the Company and Huaneng Group
|
|||
2.
|
To consider and approve the proposal regarding the capital increase of Shengdong Offshore Wind
Power
|
|||
3.
|
To consider and approve the proposal regarding the capital increase and
share expansion of Huaneng Yantai Renewable Energy
|
|||
4.
|
To consider and approve the proposal regarding the provision of guarantee by Shandong Company to
its subsidiary
|
Date:
|
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 Extraordinary General Meeting will act as your proxy. One or more proxies, who
may not be member(s) of the Company, may be appointed to attend and vote in the Extraordinary General 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. |
IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (�) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (�) IN THE RELEVANT BOX BELOW THE BOX MARKED
“AGAINST”. YOU WISH TO VOTE ABSTAINED A RESOLUTION, TICK (�) IN THE RELEVANT BOX BELOW THE BOX MARKED “ABSTAINED” (SUCH ABSTAINED VOTES WILL BE COUNTED
IN THE CALCULATION OF THE REQUIRED MAJORITY OF THE RESOLUTIONS). If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled
to vote or abstain at his/her discretion on any resolution properly proposed to the meeting other than those referred to in the notice for the meeting.
|
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 the H Share registrar of the Company, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at least 24 hours before
the time designated for the holding of the Extraordinary General Meeting.
|
I/(We)
|
of
|
Telephone number:
|
and Fax number:
|
,
|
being the holder(s) of
|
H Share(s)/Domestic Share(s)* of Huaneng Power International,
|
Signature:
|
|
Date:
|
Note: |
Eligible shareholders who wish to attend the Extraordinary General Meeting 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)-10-6322 6888). Failure to sign and return this reply slip,
however, will not preclude an eligible shareholder from attending the Extraordinary General Meeting.
|
HUANENG POWER INTERNATIONAL, INC.
|
|||
By /s/ Huang Chaoquan
|
|||
Name:
|
Huang Chaoquan
|
||
Title:
|
Company Secretary
|
1 Year Huaneng Power Chart |
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