FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April, 2005
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
----- -----
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
----- -----
(If "Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b): 82-__________. )
N/A
Huaneng Power International, Inc.
West Wing, Building C, Tianyin Mansion
No. 2C Fuxingmennan Street
Xicheng District
Beijing, 100031 PRC
This Form 6-K consists of:
the announcement on continuing connected transaction of Huaneng Power
International, Inc.(the "Registrant"), made by the Registrant in English on
April 14, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
under-signed, thereunto duly authorized.
HUANENG POWER INTERNATIONAL, INC.
By /s/ Huang Long
--------------
Name: Huang Long
Title: Company Secretary
Date: April 14, 2005
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
[GRAPHIC OMITTED]
(a Sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 902)
CONTINUING CONNECTED TRANSACTION
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On 13th April 2005, the Company entered into the Coal Purchase Agreement with
Huaneng International Trading, pursuant to which the Company will purchase
coal from Huaneng International Trading in 2005. The estimated aggregate
amount payable to Huaneng International Trading for the year ending 31st
December 2005 will not exceed RMB750 million. The purchase price is negotiated
at arm's length terms and will be determined in accordance with the then
market condition. Huaneng Group holds 100% interests in Huaneng International
Trading and 51.98% interests in HIPDC, the controlling shareholder of the
Company. Therefore, the transactions as contemplated by the Coal Purchase
Agreement constitute continuing connected transactions to the Company under
Rule 14A.34 of the Hong Kong Listing Rule. Since the relevant percentage
ratios of such transactions calculated in accordance with the Hong Kong
Listing Rules are all less than 2.5%, such transactions are only subject to
the reporting and announcement requirements set out in Rules 14A.45 to 14A.47
of the Hong Kong Listing Rules and are exempted from independent shareholders'
approval requirements. The Company will also comply with the requirements
under Rules 14A.37 to 14A.41 of the Hong Kong Listing Rules in respect of
annual review of continuing connected transactions.
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Background of the Company
The Company and its subsidiaries develop, construct, operate and manage
large-scale coal-fired power plants throughout China. The Company is one of
the largest independent power producers in China and owns a total generation
capacity of 21,418 MW on an equity basis, which is calculated by reference to
the Company's shareholdings in its power plants.
Coal Purchase Agreement
Huaneng International Trading is a company incorporated in the PRC. Its
principal scope of business includes import and export business, foreign
economic co-operation, domestic trading and international tendering.
The relationship between the Company and Huaneng International Trading is as
follows:
-------------------
| Huaneng Group |
-------------------
|
---------------------------
| 100% |
----------------------- | 51.98%
| Huaneng | -------------------
| International Trading | | HIPDC |
----------------------- -------------------
|
|43.12%
-------------------
| the Company |
-------------------
Huaneng Group is an indirect controlling shareholder of the Company, holding
approximately 51.98% interests in HIPDC. Currently, HIPDC holds approximately
43.12% of the total issued share capital of the Company. As Huaneng Group
holds 100% interests in Huaneng International Trading, the transactions as
contemplated by the Coal Purchase Agreement constitute continuing connected
transactions to the Company under Rule 14A.34 of the Hong Kong Listing Rules.
On 13th April 2005, the Company entered into the Coal Purchase Agreement with
Huaneng International Trading. According to the Coal Purchase Agreement, the
Company will purchase coal from Huaneng International Trading whereby the
price for the purchase of coal is calculated by reference to the tonnage
purchased and negotiated at arm's length terms taking into account the then
market condition. The estimated aggregate amount of purchase of coal from
Huaneng International Trading for the year ending 31st December 2005 shall not
exceed RMB750 million ("Cap"). There is no transaction between the Company and
Huaneng International Trading in the past. Such an estimate is based on the
existing overall scale and operations of the power plants of the Company, as
well as anticipated development and growth of the Company, which the Company
deems reasonable. Depending on the then market conditions and the operation
need of the Company after the expiry of the Coal Purchase Agreement, the
Company may consider whether it would enter into other coal purchase
agreements with Huaneng International Trading.
Huaneng International Trading is a sizeable trading company, it has the
advantage of quoting favorable prices for bulk purchase of coal. Taking into
consideration of Huaneng International Trading's ability to obtain favorable
prices for coal, the Directors (including independent non-executive Directors)
are of the opinion that the Coal Purchase Agreement was entered into: (i) in
the ordinary and usual course of business of the Company; (ii) on normal
commercial terms (on arm's length basis or on terms no less favorable to the
Company than terms available from independent third parties); and (iii) on
terms that are fair and reasonable and in the interests of the Company and its
shareholders as a whole.
As the relevant percentage ratios of these transactions calculated in
accordance with the Hong Kong Listing Rules are all less than 2.5%, the
transactions contemplated by the Coal Purchase Agreement are only subject to
the reporting and announcement requirements set out in Rules 14A.45 to 14A.47
of the Hong Kong Listing Rules and are exempted from independent shareholders'
approval requirement. The Company will also comply with the requirements under
Rules 14A.37 to 14A.41 of the Hong Kong Listing Rules in respect of annual
review of continuing connected transactions in relation to the Coal Purchase
Agreement. If the actual aggregate value of the transactions under the Coal
Purchase Agreement during the year ending 31st December 2005 exceeds the Cap,
the Company will further comply with the requirements under Rule 14A.36 of the
Hong Kong Listing Rules.
Definitions
"Company" Huaneng Power International, Inc.;
"Coal Purchase Agreement" the coal purchase
memorandum agreement entered into between
the Company and Huaneng International
Trading on 13th April 2005;
"Directors" the directors of the Company;
"Hong Kong Listing Rules" the Rules Governing the Listing of
Securities on the Hong Kong Stock Exchange;
"HIPDC" Huaneng International Power Development
Corporation;
"Huaneng Group" China Huaneng Group;
"Huaneng International Trading" Huaneng International Economic Trading
Company;
"PRC" the People's Republic of China;
"RMB" Renminbi, the lawful currency of the
PRC; and
"Stock Exchange" The Stock Exchange of Hong Kong Limited.
By Order of the Board
Huaneng Power International, Inc.
Huang Long
Company Secretary
As at the date of this announcement, the Board comprises:
Li Xiaopeng (Non-executive director) Gao Zongze (Independent non-executive director)
Wang Xiaosong (Non-executive director) Zheng Jianchao (Independent non-executive director)
Huang Yongda (Executive director) Qian Zhongwei (Independent non-executive director)
Ye Daji (Non-executive director) Xia Donglin (Independent non-executive director)
Huang Jinkai (Non-executive director) Liu Jipeng (Independent non-executive director)
Liu Jinlong (Non-executive director)
Shan Qunying (Non-executive director)
Yang Shengming (Non-executive director)
Xu Zujian (Non-executive director)
Liu Shuyuan (Non-executive director)
Beijing, the PRC
14th April 2005