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 March 2018

(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. )

(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.

Huaneng Building,

6 Fuxingmennei Street,

Xicheng District,

Beijing, 100031 PRC

This Form 6-K consists of:

1.          An announcement regarding notice of 2017 annual general meeting of Huaneng Power International, Inc. (the Registrant”) and the proposals to be considered thereat;

2.          An announcement regarding resolutions passed at the 9^th meeting of the 9^th session of the board of directors of the Registrant;

3.          An announcement regarding implementation status for 2017 in relation to the performance undertaking regarding certain assets acquired  by  the  Company  in 2016; and

4.          An announcement of 2017 annual results of the Registrant;

Each made by the Registrant on March 14, 2018.

 

 

 

Announcement 1

	By Order of the Board
	Huaneng Power International, Inc.
	Huang Chaoquan
	Company Secretary

Cao Peixi (Executive Director)		Yue Heng (Independent Non-executive Director)
Liu Guoyue (Executive Director)		Xu Mengzhou (Independent Non-executive Director)
Huang Jian (Non-executive Director)		Liu Jizhen (Independent Non-executive Director)
Wang Yongxiang (Non-executive Director)		Xu Haifeng (Independent Non-executive Director)
Mi Dabin (Non-executive Director)		Zhang Xianzhi (Independent Non-executive Director)
Guo Hongbo (Non-executive Director)
Cheng Heng (Non-executive Director)
Lin Chong (Non-executive Director)

 

 

 

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice.

If you have sold or transferred all your shares in Huaneng Power International, Inc., you should at once hand this circular and, where applicable, the form of proxy and reply slip to the purchaser or transferee or to the bank, or a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(a Sino-foreign joint stock company incorporated in the People’s Republic of China)

(Stock Code: 902)

PROPOSAL REGARDING THE GRANTING OF THE GENERAL MANDATE TO ISSUE DOMESTIC AND/OR OVERSEAS DEBT FINANCING INSTRUMENTS; PROPOSAL REGARDING THE GRANTING OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE DOMESTIC SHARES AND/OR OVERSEAS LISTED FOREIGN SHARES;

PROPOSAL ON EXTENDING THE VALIDITY PERIODS OF THE RESOLUTION ON THE NON-PUBLIC ISSUANCE OF A SHARES AND THE AUTHORISATION DELEGATED TO THE BOARD OF DIRECTORS BY SHAREHOLDERS’ GENERAL MEETING;

PROPOSAL ON THE SHAREHOLDERS’ RETURN PLAN IN THE NEXT THREE YEARS (2018-2020) OF THE COMPANY;

PROPOSAL REGARDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY;

AND

NOTICE OF 2017 ANNUAL GENERAL MEETING

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The Company will convene the AGM at 9:00 a.m. on 3 May 2018 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC. A notice convening the AGM is set out on pages 18 to 21 of this circular.

A reply slip and a form of proxy for use at the AGM are enclosed. If you intend to attend the AGM, you should complete and return the reply slip in accordance with the instructions printed thereon as soon as possible.

Whether or not you are able to attend the AGM, you should complete and return the form of proxy in accordance with the instructions printed thereon and return it to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event by not later than 24 hours before the time appointed for holding such meeting (i.e. before 9:00 a.m. on 2 May 2018) or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the AGM should you so wish.

14 March 2018

Page

Definitions			1
Letter from the Board			3
	1.	Introduction	4
	2.	Proposal regarding the granting of the general mandate to issue domestic and/or overseas debt financing instruments	4
	3.	Proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares	5
	4.	Proposal on Extending the Validity Periods of the Resolution on the on-public Issuance of A Shares and the Authorization delegated to the Board of Directors by Shareholders’ General Meeting	8
	5.	Proposal on the Shareholders’ Return Plan in the next three years (2018-2020) of the Company	8
	6.	Proposal regarding the amendments to the Articles of Association of the Company	10
	7.	The AGM	11
	8.	Recommendations	12
	9.	Other Information	12
	10.	Responsibility Statement	12

Appendix I	–	Key terms of the Non-public Issuance of A Shares and Shareholding Structure of the Company before and immediately after completion of the Non-public Issuance of A Shares	13
Appendix II	–	Notice of 2017 Annual General Meeting	18

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“2017 Circular”

the circular published by the Company on 27 April 2017 regarding the Non-public Issuance of A Shares

“A Share(s)”, “Domestic Share(s)”

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”, “General Meeting”

the 2017 annual general meeting of the Company to be held at 9:00 a.m. on 3 May 2018 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC

“Articles of Association”

the articles of association of the Company, as amended, modified or otherwise supplemented form time to time

“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)

“Company Law”

the Company Law of the PRC

“CSRC”

the China Securities Regulatory Commission

“Director(s)”

the director(s) (including independent non-executive directors) of the Company

“H Share(s)”

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”

9 March 2018, 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

“SASAC”

the State-owned Assets Supervision and Administration Commission of the State Council

“Shareholder(s)”

the shareholders of the Company

Directors:		Legal Address:
Cao Peixi		Huaneng Building
Liu Guoyue		6 Fuxingmennei Street
Huang Jian		Xicheng District
Wang Yongxiang		Beijing 100031
Mi Dabin		PRC

1.	INTRODUCTION

The purpose of this circular is to provide you with relevant information to enable you to make an informed decision on whether to vote for or against the proposals relating to (among others) the proposal regarding the granting of the general mandate to issue domestic and/or overseas debt financing instruments, the proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares, the proposal on extending the validity periods of the resolution on the Non-public Issuance of A Shares and the authorization delegated to the Board of Directors by Shareholders’ General Meeting, the proposal on the Shareholders’ Return Plan in the next three years (2018-2020) of the Company and the proposal regarding the amendments to the Articles of Association of the Company to be proposed at the AGM.

2.	PROPOSAL REGARDING THE GRANTING OF THE GENERAL MANDATE TO ISSUE DOMESTIC AND/OR OVERSEAS DEBT FINANCING INSTRUMENTS

The Board of Directors of the Company proposed that:

i.

the Company shall, subject to the approval of relevant regulatory authority and within 24 months from the date of obtaining approval at its general meeting, issue domestic and/or overseas debt financing instruments (in either one or multiple tranches on a rolling basis) with a principal amount of up to RMB34.3 billion or equivalent in or outside the People’s Republic of China, such instruments including but not limited to corporate bonds and enterprise bonds in the domestic market, medium-term notes in the interbank bond market, offshore RMB- denominated bonds, overseas USD denominated bonds and bonds denominated in other foreign currencies in the overseas market (including domestic and overseas perpetual bonds, which include without limitation perpetual mid-term notes, renewable corporate bonds and renewable enterprise bonds in the domestic market, perpetual bonds in the overseas market or other perpetual bonds denominated in RMB or any other foreign currency that are permitted under applicable laws and regulations to be issued in or outside the People’s Republic of China without a definite maturity date). (For the avoidance of doubt, reference to “debt financing instruments” in this proposal does not include short-term debentures, super short-term debentures and private placement notes issued in the domestic interbank bond market.)

ii.

an approval is proposed to be obtained at the general meeting for granting an unconditional general mandate to the Board or more than two Directors of the Company to, based on the Company’s needs and market conditions and in accordance with relevant regulatory requirements, determine the terms and conditions for the issue of the relevant debt financing instruments and attend to other relevant matters (which include but are not limited to):

(1)

determining the details regarding the issue of the relevant debt financing instruments, including but not limited to the type of the bond to be issued, the issuer, whether to issue in tranches, the currency, amount and term of each tranche, the term for and method of repayment of the principal and accrued interest, the method of issue, the method and terms of placement, the interest rate and ways to determine it, and the security arrangements. Issue of corporate bonds in the domestic market must also meet the following requirements: the bonds under such issue shall have a maturity of no more

than 20 years (except perpetual bonds) and could be bonds with a single maturity date or a portfolio of bonds with different maturity dates; the proceeds of the issue will be used to meet the Company’s production and operation needs, adjust its debt structure, replenish its working capital and/or make project investments; subject to the provisions of applicable laws and regulatory requirements, the issue may be a public or non-public issue or a placement to the shareholders of the Company. Method of issue and placement details (including whether to place or not and the size of placement) shall be determined by the Board or more than two Directors of the Company according to market conditions and details of the issue.

(2)

representing the Company in engaging in all the negotiations, signing all the agreements and other necessary documents and making proper disclosures of information in connection with the issue of the relevant debt financing instruments;

(3)

procuring approval of the issue of the relevant debt financing instruments with relevant regulatory authority and making proper adjustments to the detailed issue plan based on the comments and opinions, if any, of the regulatory authority; and

(4)

taking all the necessary actions to decide on/attend to other particular matters relating to the issue of the relevant debt financing instruments.

iii.

The resolution adopted at the Company’s general meeting in relation to the issue of the relevant debt financing instruments shall be valid for 24 months from the date of adoption of such resolution. If the Board or more than two Directors have determined the issue or partial issue of the relevant debt financing instruments within the validity term of the mandate and the Company has procured the approval, permit, filing or registration, as applicable, for the issue with relevant regulatory authority, the Company may complete the issue or partial issue of the relevant debt financing instruments within the term of validity of such approval, permit, filing or registration.

The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.

3.	PROPOSAL REGARDING THE GRANTING OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE DOMESTIC SHARES AND/OR OVERSEAS LISTED FOREIGN SHARES

The Company seeks to obtain approval from its Shareholders to approve the proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares.

Scope of the authorisation is set out below:

(1)

Subject to paragraphs (3) and (4) and pursuant to the Company Law and the relevant regulations of the places where the shares of Huaneng Power International are listed (as amended from time to time), the Board (or the directors authorised by the Board) be and is

 

hereby granted an unconditional general mandate to exercise all the powers of Huaneng Power International within the Relevant Period (as defined below) to separately or concurrently allot, issue and deal with domestic shares and/or overseas listed foreign shares (including securities convertible into shares, option to subscribe for any shares or such convertible securities), and to determine the terms and conditions for allotting, issuing and dealing with such new shares including but not limited to the following terms:

(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 starting 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 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.

(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) 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 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 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 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 are listed; and b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.

(5)

For the purpose of this resolution:

“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:

(a)

the conclusion of the next annual general meeting of Huaneng Power International; and

(b)

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 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 are listed and the articles of Huaneng Power International, the Board (or the directors authorised by the Board) Huaneng Power International be and is hereby authorised to increase the registered capital of Huaneng Power International in accordance with the exercise of the powers pursuant to paragraph (1) above.

(7)

The Board (or the directors authorised by the Board) of Huaneng Power International 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 are listed and the articles of Huaneng Power International.

(8)

Subject to the approval of the relevant PRC authorities, the Board (or the directors authorised by the Board) of Huaneng Power International be and is hereby authorized to make appropriate and necessary amendments to the articles of Huaneng Power International 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 and the shareholding structure of Huaneng Power International 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 pursuant to the exercise of this general mandate.

No shareholders’ class meetings shall be required to be convened by the Company when the Board of Directors exercises the General Mandate to issue A Shares. If, as required by the relevant domestic law and regulations in the PRC, a general meeting needs to be convened even if the General Mandate to issue Shares is obtained, then it is still subject to the approval by all Shareholders at the general meeting.

As at the Latest Practicable Date, the Company had in issue 15,200,383,440 Shares comprising 10,500,000,000 A Shares and 4,700,383,440 H Shares. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company will be allowed to allot, issue and deal with up to a maximum of 2,100,000,000 A Shares and/or 940,076,688 H Shares on the basis that no further A Shares and/or H Shares will be issued by the Company prior to the General Meeting.

The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.

4.	PROPOSAL ON EXTENDING THE VALIDITY PERIODS OF THE RESOLUTION ON THE NON-PUBLIC ISSUANCE OF A SHARES AND THE AUTHORISATION DELEGATED TO THE BOARD OF DIRECTORS BY SHAREHOLDERS’ GENERAL MEETING

The Company held the 2017 second extraordinary general meeting on 16 May 2017 to consider and approve the “Proposal regarding the Company’s Scheme for Non-public Issuance of A Shares” and the “Proposal regarding the Convening a General Meeting to Authorize the Board to Deal with the Issues Related to the Non-public Issuance of A Shares”. Pursuant to the aforesaid proposals, the Company’s non- public offering of A Shares and the authorization delegated to the Board of Directors to deal with the non- public issuance of A Shares by Shareholders’ General Meeting shall be valid for 12 months from the date of approval at the shareholders’ general meeting.

Given that currently matters regarding the Non-public Issuance of A Shares have been approved by the Public Review Committee of the CSRC, the implementation of the A Shares Issuance is still subject to obtaining the approval from the CSRC. In order to maintain the continuity and effectiveness of the Company’s Non-public Issuance of A Shares, the Company proposes to extend the validity periods of the resolution on the Non-public Issuance of A Shares and the authorisation delegated to the Board of Directors by shareholders’ general meeting for 12 months from the date of expiry.

Apart from extending the validity periods of the resolution on the Non-public Issuance of A Shares and the authorisation delegated to the Board of Directors by shareholders’ general meeting as aforesaid, the other terms regarding the Non-public Issuance of A Shares shall remain unchanged. With respect to the terms of the Non-public Issuance of A Shares, please refer to Appendix I of this circular which sets out, among others, the key terms of the Non-public Issuance of A Shares, and the 2017 Circular.

The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.

5.	PROPOSAL REGARDING THE SHAREHOLDERS’ RETURN PLAN IN THE NEXT THREE YEARS (2018-2020) OF THE COMPANY

The Company has always attached importance to the reasonable return on investment of investors, in order to maintain the consistency and stability of profit distribution policy. According to the Notice on Further Implementing Relevant Matters Concerning Cash Dividends of Listed Companies of the CSRC, the Regulatory Guidelines for Listed Companies No.3 – Cash Dividends of Listed Companies and relevant provisions, the Company formulated the Shareholders’ Return Plan of Huaneng Power International, Inc. in the Next Three Years (2018 – 2020).

I.

Considerations for formulating shareholder return plan

The Company establishes a sustainable, stable and scientific return plan and mechanism for investors by focusing on the long-term, sustainable development and taking into account the actual situation of the company, the Company’s strategic planning and development goals, industry trends, thus making institutional arrangements of the profit distribution to ensure the consistency and stability of profit distribution policy.

II.

Principles for formulating the shareholder return plan

The Company shall establish and maintain a consistent and stable profit distribution policy, where positive distribution methods (including without limitation giving preference to payment of cash dividends) shall be used to ensure reasonable returns of investment for the shareholders while taking into account the long-term interests of the Company, the interests of all the shareholders as a whole and the reasonable funding requirements and sustainable development of the Company. The Company may pay dividends in cash, stock or a combination of both. The Company may distribute interim cash dividends when it deems appropriate.

III.

Specific shareholder return plan in the next three years (2018-2020)

1.

Form of profit distribution

The Company can make dividend distribution in the form of cash, stock or a combination of both. The Company may distribute interim cash dividends.

2.

Specific conditions and proportion of Company’s cash dividends

The Company may pay cash dividends in any year when its earnings and accumulated undistributed profits are positive and its cash flows are sufficient for the normal conduct of business and sustainable development of the Company, provided that the profits to be distributed by the Company in cash shall, in principle, not be less than 70% of the distributable profits realized in that year as indicated in the consolidated accounts and that the dividend per Share shall not be less than RMB0.1.

3.

Specific conditions for the company to issue stock dividends

Where the Company operates well and the Board believes that the Company’s share price does not match with its equity scale and that the distribution of cash dividends will be conducive to the interest of the Company and its shareholders as a whole, then subject to satisfying the condition for cash dividends as mentioned above, the Company may propose to profit distribution policy for cash dividends.

4.

Review procedures of the Company’s profit distribution plan

The profit distribution plan of the Company shall be prepared by the management and submitted to the Board and the Board of Supervisors for approval. The Board shall fully discuss the reasonableness of the plan and submit its decision to the general meeting for approval. Where the Company decides not to pay cash dividends under special circumstances, the Board shall explain the reasons for not paying cash dividends and clarify the purpose of use of the Company’s retained earnings, its anticipated investment income, etc. Such clarification and explanation, along with the comments on them from the independent directors, shall be submitted to the general meeting for approval and to make disclosure.

After the resolution in respect of the profit distribution plan is approved at the general meeting, the Board shall complete the distribution of dividends (or bonus shares) within two months after the meeting.

5.

Review procedures of the Company’s adjustment of profit distribution policy

With respect to any adjustment to the Company’s profit distribution policy, the Board shall conduct a special discussion to demonstrate the reasons for such adjustment and form a report to be reviewed by the independent directors, which shall then be submitted to the general meeting for approval by way of special resolution.

Where the Board does not propose distribution of cash dividends despite the profitability of the Company or where the Company adjusts its cash dividend policy, online voting shall be made accessible to the shareholders in determining such proposal(s).

The Company shall establish various channels of communication to grant the minority shareholders an opportunity to give their opinions on the Company’s profit distributions and the changes in the Company’s profit distribution policy.

IV.

Formulation cycle of the shareholder return plan

The Company shall review the shareholder return plan at least once every three years and determines the shareholder return plan for that period based on the Company’s operations and the opinions of the shareholders (especially the small and medium shareholders).

V.

Adjustment of the shareholder return plan

1.

The plan shall come into force on the date when it is approved by the general meeting, which applies to the relevant revision.

2.

The provisions in relevant laws and regulations, normative documents and the Articles of Association shall be implemented for matters not covered by the plan.

3.

The plan shall be interpreted by the Board of the Company.

The above proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.

6.	PROPOSAL REGARDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Pursuant to the “Guidance for Articles of Listed Company (Revised in 2014)”, “Constitution of the Communist Party of China” and other relevant laws and regulations and normative documents, the Company proposes to revise and enhance the relevant provisions of the Articles of Association.

Details of the amendments to the Articles of Association are set out below:

1.

Addition to Chapter 1 “General Principles”

Articles 8:

According to the provisions of the “Company Law” and the “Constitution of the Communist Party of China”, the Company shall establish a working organisation for the Party, which shall be equipped with sufficient staff to deal with the affairs of the Party and provided with sufficient funds for operation of the Party organisation. The Party organisation shall perform the core leadership and political function of the Company.

2.

Addition to Chapter 10 “Board of Directors”

Article 103:

Prior to making decisions on material issues such as the direction of the reform and development of the Company, its main objectives and tasks, and key work arrangement, the Board of Directors shall seek advice from the Party organisation. When the Board of Directors appoints senior management personnel of the Company, the Party organisation shall first deliberate on the candidate(s) and make recommendations.

After the amendments, the number of articles shall be increased from 186 articles to 188 articles, and that the numbers of the relevant articles shall correspondingly be adjusted.

The Articles of Association are written in Chinese and the translation into English language is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

According to the Articles of Association and the relevant rules and regulations, the proposed amendments are subject to the approval of the Shareholders of the Company by way of special resolution at the general meeting. Further, the proposed amendments will become effective after obtaining the approval from the relevant PRC authorities.

The Directors consider that the proposed amendments are in the interest of the Company and its Shareholders as a whole. Advice has been obtained from independent legal advisers that the amended Articles of Association comply with the laws of the PRC and the Hong Kong Listing Rules requirements.

7.

THE AGM

A notice convening the AGM to be held at 9:00 a.m. on 3 May 2018 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC is set out on pages 18 to 21 of the circular. No shareholder is required to abstain from voting in connection with the matters to be resolved at the AGM. Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, voting at the AGM will be conducted by poll. The poll results will be published on the websites of the Company and of the Hong Kong Stock Exchange in accordance with the Hong Kong Listing Rules following the AGM.

Whether or not you intend to attend the meeting in person, you are requested to complete and return the reply slip and the form of proxy in accordance with the instructions printed thereon. The form of proxy should be completed and returned to Hong Kong Registrars Limited (for holders of H Shares of the Company) at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or to the Company’s head office in China (for holders of Domestic Shares of the Company), as soon as possible and in any event not later than 24 hours before the time fixed for holding the AGM (i.e. before 9:00 a.m. on 2 May 2018) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

8.	RECOMMENDATIONS

The Board believes that the proposed resolutions set out in the notice of the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favor of the resolutions as set out in the notice of the AGM.

9.	OTHER INFORMATION

Your attention is drawn to the other information set out in the appendices to this circular.

10.	RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

	Yours faithfully
	By order of the Board
	Huaneng Power International, Inc.
	Huang Chaoquan
	Company Secretary

1.	KEY TERMS OF THE NON-PUBLIC ISSUANCE OF A SHARES

The following sets out the key terms of the Non-public Issuance of A Shares (Please refer to the 2017 Circular for further details):

(1)

Issuing methods and issuing time

This issuance of Shares is made in the form of non-public issuance. Shares are issued to specific investors at any appropriate time within six month after being approved by the CSRC and SASAC.

(2)

Type and face value of the Shares to be issued

The shares to be issued are domestic listed RMB ordinary Shares (A shares), with face value of RMB1.00 each.

(3)

Target investors and subscription method

The target investors of the non-public issuance are no more than 10 specific ones including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors and other domestic corporate investors and natural persons, etc., which are in line with the provisions of the CSRC. Securities investment fund management company shall be regarded as one issue object if subscribed shares with two and more funds under its management; as the issue object, the trust and investment company shall only subscribe shares with its own funds. The controlling shareholder of the Company and the enterprises under its control do not participate in the subscription of this non-public issuance.

The target investors are expected to be third party independent from the Company and its connected persons. If A Shares are issued to any connected persons of the Company, the Company will comply with the requirements under Chapter 14A of the Hong Kong Listing Rules including announcement and independent shareholders’ approval.

After the obtaining of approval from the CSRC, ultimate target investors will be determined by the Board through negotiating with the sponsor (lead underwriter) of this issuance according to the subscription of the investors in accordance with the scope of authorization from the Shareholders at the general meeting.

All target investors will subscribe the shares under this issuance in cash.

(4)

Pricing ex-date, issue price and pricing principles

The pricing ex-date of this non-public issuance is the first day of issuance. To protect the State’s interest, and maintain and increase the value of the State’s assets, the issuance price of the non-public issuance will not be lower than the audited net asset per share of the Company. As at 31 December 2016, the audited net asset per share of the Company is RMB5.36 per share. According to the 24th meeting of the eight session of the Board, the profit distribution plan of the Company in 2016 was: taking the total share capital as its base, the Company distributes cash dividends of RMB0.29 for each ordinary share (tax inclusive) to all shareholders. After the distribution is completed, the net asset of the Company is RMB5.07 per Share. Additionally, pursuant to provisions of the Administrative Measures for the Issuance of Securities by Listed Companies and the Detailed Implementation Rules for the Non-public Issuance of Stocks by Listed Companies, the issuance price of the non-public issuance is not less than 90% of the average price of the Company’s Shares on the 20 trading days prior to the pricing ex-date (The formula is: The average price of Share price of 20 trading days before the pricing ex-date=The total trading amount of Shares during the 20 trading days before the pricing ex-date/The total amount of stock transactions during the 20 trading days before the pricing ex-date). Therefore, the issuance price of the non-public issuance will not be lower than RMB5.07 per share, and 90% of the average price of the Company's A Shares on the 20 trading days prior to the pricing ex-date.

Issue Price will be negotiated and determined in the principle of price priority by the Board (as authorized by the shareholders’ meeting) and the sponsor (major underwriter) based upon the subscription price of investors in accordance with “Implementation Rules of Non-public Offering of Shares of Listed Companies” (as revised in 2017) after this non-public issuance is approved by the CSRC.

(5)

Number of shares to be issued

The total number of non-public issuance of shares does not exceed 800,000,000 shares (inclusive); the number of shares issued approved by the CSRC shall prevail. In case of dividend distribution, share allocation, capital reserve turning to increase capital and other ex-right and ex- dividend matters during the period from the date on which the Board Resolution on this issuance is adopted to the issuance date, the Company shall adjust the number of shares to be issued accordingly.

(6)

Lock-up period

A Shares subscribed for under non-public issuance may not be transferred within 12 months following the close of this non-public offering.

(7)

Amount and use of proceeds to be raised

The gross proceeds raised by this Non-public Issuance of A Shares shall be not more than RMB5,000,000,000, which, after deducting the expenses, will be invested in the Xiegang Gas Turbine Project in Guangdong, Dafeng Offshore Wind Power Project in Jiangsu, Mianchi Phoenix Mountain Wind Power Project in Henan, Longchi Wind Power Project in Anhui Yangpu Thermal Power Project in Hainan and Ruijing Coal-fired Project Phase II in Jiangxi. Details are set out as follows:

S/N	Project Name	Total investment in the project (RMB0’000)	Proceeds to be applied in the project (RMB0’000)
1	Xiegang Gas Turbine Project in Guangdong (800MW)	360,000.00	72,000.00
2	Dafeng Offshore Wind Power Project in Jiangsu (300MW)	564,815.00	248,227.23
3	Mianchi Phoenix Mountain Wind Power Project in Henan (100MW)	85,381.85	17,076.37
4	Longchi Wind Power Project in Anhui (100MW)	85,622.00	17,124.40
5	Yangpu Thermal Power Project in Hainan (700MW)	401,300.00	72,234.00
6	Ruijin Coal-fired Project Phase II in Jiangxi (2000MW)	719,000.00	73,338.00
Total		2,216,118.85	500,000.00

If the actual net proceeds raised is less than the amount of proceeds proposed to be invested, the insufficient part shall be raised by the Company itself. Before the capital raised by this Non- public Issuance of Shares is put in place, the Company will invest the capital raised by itself first according to the actual project progress, and replace it after the proceeds is in place.

(8)

The arrangement of the undistributed profits before the non-public issuance

The undistributed profits of the Company before this non-public issuance shall be shared by the old and new shareholders after the non-public issuance is completed.

(9)

The valid period of the resolution of the issuance

The resolution on the non-public issuance is valid for twelve months since the date on which the proposal regarding issuance is considered and approved by the general meeting.

(10)

Place of listing

The Company will apply for the listing of the shares under this issuance on Shanghai Stock Exchange.

2.	SHAREHOLDING STRUCTURE OF THE COMPANY BEFORE AND IMMEDIATELY AFTER COMPLETION OF THE NON-PUBLIC ISSUANCE OF A SHARES

For illustrative purposes only and to the best knowledge of the Company, assuming (i) a total of 800,000,000 A Shares will be issued under the non-public issuance; and (ii) no connected person (as defined in the Hong Kong Listing Rules) of the Company will subscribe for the A Shares nor will any subscriber of the A Shares become a connected person (as defined in the Hong Kong Listing Rules) of the Company upon the completion of the non-public issuance of A Shares, the table below sets out the impact on the Company’s share capital structure:

Share capital	As at the Latest Practicable Date		Immediately after the completion of the non-public issuance of A Shares
	Number of Shares	Approximate percentage of share capital	Number of Shares	Approximate percentage of share capital
Non-public Shareholders
A Shares
– China Huaneng Group Co., Ltd. (“Huaneng Group”)	1,555,124,549	10.23%	1,555,124,549	9.72%
– Huaneng International Power Development Corporation (“HIPDC”)(1)	5,066,662,118	33.33%	5,066,662,118	31.67%
– China Huaneng Finance Corporation Limited (“Huaneng Finance”)(2)	74,139,853	0.49%	74,139,853	0.46%
H Shares
– China Hua Neng Group Hong Kong Limited (“Huaneng HK”)(3)	472,000,000	3.11%	472,000,000	2.95%
Sub-total	7,167,926,520	47.16%	7,167,926,520	44.80%
Public Shareholders
A Shares	3,804,073,480	25.03%	4,604,073,480	28.77%
H Shares	4,228,383,440	27.81%	4,228,383,440	26.43%
Sub-total	8,032,456,920	52.84%	8,832,456,920	55.20%
Total	15,200,383,440	100%	16,000,383,440	100%

Notes:

(1)

Huaneng Group holds a 75% direct interest in HIPDC. Huaneng Group also holds a 100% interest in Pro-Power Investment Co., Ltd. through Huaneng HK, and Shanghua Investment Co., Ltd holds 25% interest in HIPDC.

(2)

Huaneng Finance is a controlling subsidiary of Huaneng Group.

(3)

Huaneng Group holds a 100% direct interest in Huaneng HK.

NOTICE OF 2017 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 annual general meeting (the “Annual General Meeting” or “General Meeting”) of Huaneng Power International, Inc. (the “Company”) will be held at 9:00 a.m. on 3 May 2018 at Conference Room A102, the headquarters the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the People’s Republic of China for considering and approving the following resolutions:

ORDINARY RESOLUTIONS

1.

To consider and approve the working report from the Board of Directors of the Company for 2017

2.

To consider and approve the working report from the Supervisory Committee of the Company for 2017

3.

To consider and approve the audited financial statements of the Company for 2017

4.

To consider and approve the profit distribution plan of the Company for 2017 (Note 1)

5.

To consider and approve the proposal regarding the appointment of the Company’s auditors for 2018 (Note 2)

SPECIAL RESOLUTIONS

6.

To consider and approve the proposal regarding the granting of the general mandate of issue domestic and/or overseas debt financing instruments (Note 3)

7.

To consider and approve the proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares (Note 3)

8.

To consider and approve the proposal on extending the validity periods of the resolution on the Non-public Issuance of A Shares and the authorization delegated to the Board of Directors by Shareholders’ General Meeting (Note 3)

9.

To consider and approve the proposal on the Shareholders’ Return Plan in the next three years (2018-2020) of the Company (Note 3)

10.

To consider and approve the proposal regarding the amendments to the articles of association of the Company (Note 3)

	By Order of the Board
	Huaneng Power International, Inc.
	Huang Chaoquan
	Company Secretary

As at the date of this notice, the directors of the Company are:

Cao Peixi (Executive Director)		Yue Heng (Independent Non-executive Director)
Liu Guoyue (Executive Director)		Xu Mengzhou (Independent Non-executive Director)
Huang Jian (Non-executive Director)		Liu Jizhen (Independent Non-executive Director)
Wang Yongxiang (Non-executive Director)		Xu Haifeng (Independent Non-executive Director)
Mi Dabin (Non-executive Director)		Zhang Xianzhi (Independent Non-executive Director)
Guo Hongbo (Non-executive Director)
Cheng Heng (Non-executive Director)
Lin Chong (Non-executive Director)

Beijing, the PRC

14 March 2018

Notes:

1.	The profit distribution plan of the Company for 2017

As per the annual financial statements audited by KPMG Huazhen LLP and KPMG, the net profits attributable to equity holders of the Company for the accounting year ended 31 December 2017 under the PRC GAAP and the International Financial Reporting Standards were RMB1,793.151 million and RMB1,579.836 million respectively. Pursuant to the Company Law of the People’s Republic of China and the Company’s Articles, the Company shall apportion 10% of the net profit attributable to equity holders of the Company for year 2017 based on the calculation according to the PRC GAAP as statutory surplus reserve. There need not be any apportionment when the accumulated statutory surplus reserve is equal to or more than 50% of the registered share capital of the Company. Given that the remaining balance of the statutory surplus reserve of the Company was more than 50% of its registered share capital, there will not be any apportionment of the statutory surplus reserve for 2017. The Company will not apportion any discretionary surplus reserve for 2017.

The Company’s proposed profit distribution plan for 2017 is a cash dividend of RMB0.1 (tax inclusive) for each ordinary share of the Company, which is on the basis of the total share capital of the Company. It was estimated that the total amount of cash to be paid as dividends will be RMB1,520.04 million.

2.	Proposal regarding the appointment of the Company’s auditors for 2018

The board of directors (the “Board of Directors”) of the Company proposes to appoint KPMG Huazhen LLP as the Company’s domestic auditors and the auditors for U.S. 20F annual report, and KPMG as the Company’s Hong Kong auditors for 2018 with a total remuneration of RMB45,030,000. In particular, the remuneration for financial audit and for internal control audit were estimated to be RMB34,930,000 and RMB10,100,000 respectively.

3.

Please refer to the circular of the Company dated 14 March 2018 for details.

4.

Proxy

1.

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.

2.

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.

3.

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 Registrars Limited, not less than 24 hours before the time designated for holding of the Annual General Meeting (i.e. before 9:00 a.m. on 2 May 2018).

4.

If more than one proxy is appointed by a shareholders such proxies shall only exercise the right to vote by poll.

5.

The resolutions set out in this Notice will be voted by poll.

5.	Registration procedures for attending the Annual General Meeting

1.

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 person(s) to attend the meeting.

2.

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 13 April 2018.

3.

Shareholders may send the reply slip to the Company in person, by post or by fax.

6.	Registration Matters for H Shareholders

1.

Closure of Register of Members of H Shares for attending the Annual General Meeting

In order to determine the shareholders of H shares who will be entitled to attend the Annual General Meeting, the Company will suspend registration of transfer of H shares from 13 April 2018 to 3 May 2018 (both days inclusive).

In order to qualify to attend and vote at the Annual General Meeting, non-registered holders of H shares of the Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificates to the Company’s H Share Registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 12 April 2018. Holders of H shares whose names are recorded in the register of member of the Company on 13 April 2018 are entitled to attend the Annual General Meeting.

2.

Closure of Register of Members for Payment of the Final Dividend for 2017

In order to determine the H Shareholders entitled to receive the 2017 Final Dividend, the Company will suspend registration of transfer of H Shares from 11 May 2018 to 16 May 2018 (both days inclusive).

Non-registered holders of H Shares of the Company who have not had their transfer documents registered must deposit the transfer documents accompanied by relevant share certificate(s) to the Company’s H Share Registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road

East, Wanchai, Hong Kong by no later than 4:30 p.m. on 10 May 2018. The H Shareholders whose names are recorded in the register of members of the Company on 16 May 2018 are entitled to receive the 2017 Final Dividend.

7.	Other Businesses

1.

Shareholders and their proxies who attend shall bear their own accommodation and travelling expenses.

2.

The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is at: 1712-

1716, 17/F, Hopewell Centre

183 Queen’s Road East

Wanchai

Hong Kong

3.

The address for contact:

Capital Market Department of

Huaneng Power International, Inc.

Huaneng Building,

6 Fuxingmennei Street,

Xicheng District, Beijing 100031,

The People’s Republic of China

4.

Contact Persons:

Xie Meixin, Liu Tianyu

Contact Telephone No:

(+86)10-6322 6590 (+86)10-6322 6595

Facsimile No:

(+86)10-6322 6888

Email address:

xiemx@hpi.com.cn

5.

Time and dates in this notice are Hong Kong time and dates.

Proxy Form for 2017 Annual General Meeting

Number of Shares related to this proxy form(Note 1)

H Shares/Domestic Shares*

I (We)(Note 2)

of

,

Shareholders’ Account:

and I.D. No.:

,

being the holder(s) of

H Share(s)/Domestic Share(s)* (Note 1) of Huaneng Power International, Inc.

(the “Company”) now appoint(Note 3)

I.D. No.:

),

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 2017
2.	To consider and approve the working report from the Supervisory Committee of the Company for 2017
3.	To consider and approve the audited financial statements of the Company for 2017
4.	To consider and approve the profit distribution plan of the Company for 2017
5.	To consider and approve the proposal regarding the appointment of the Company’s auditors for 2018
SPECIAL RESOLUTIONS		For (Note 4)	Against (Note 4)
6.	To consider and approve the proposal regarding the granting of the general mandate of issue domestic and/or overseas debt financing instruments
7.	To consider and approve the proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares
8.	To consider and approve the proposal on extending the validity periods of the resolution on the Non-public Issuance of A Shares and the authorization delegated to the Board of Directors by Shareholders’ General Meeting
9.	To consider and approve the proposal on the Shareholders’ Return Plan in the next three years (2018-2020) of the Company
10.	To consider and approve the proposal regarding the amendments to the articles of association of the Company

Date:

2018

Signature:

(Note 5)

Notes:

1.	Please insert the number of H 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 H Shares in the share 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 2017 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 “✔” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “✔” in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion.

5.	This form of proxy must be signed underhand by you or your attorney duly authorised in that behalf. If the appointer is a corporation, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.

6.

This form of proxy together with the power of attorney or other authorisation document(s) which have been notarised, must be delivered, in the case of a holder of Domestic Share(s), to the Company and in the case of a holder of H Share(s), to Hong Kong Registrars Limited, at least 24 hours before the time designated for the holding of the 2017 Annual General Meeting (i.e. before 9:00 a.m. on 2 May 2018).

* Please delete as appropriate.

Reply Slip for 2017 Annual General Meeting

I/(We)

of

Telephone number:

and Fax number:

,

being the holder(s) of

H Share(s)/Domestic Share(s)* of Huaneng Power International,

Inc. (the “Company”) hereby reply that I/(We) wish to attend or appoint a proxy to attend (on my/our behalf) the 2017 annual general meeting (the “AGM”) to be held at 9:00 a.m. on 3 May 2018 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, The People’s Republic of China.

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)-10-6322 6888). Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from attending the AGM.

* Please delete as appropriate.

 

---

Announcement 2

 

	By Order of the Board
	Huaneng Power International, Inc.
	Huang Chaoquan
	Company Secretary

Cao Peixi (Executive Director)		Yue Heng (Independent Non-executive Director)
Liu Guoyue (Executive Director)		Xu Mengzhou (Independent Non-executive Director)
Huang Jian (Non-executive Director)		Liu Jizhen (Independent Non-executive Director)
Wang Yongxiang (Non-executive Director)		Xu Haifeng (Independent Non-executive Director)
Mi Dabin (Non-executive Director)		Zhang Xianzhi (Independent Non-executive Director)
Guo Hongbo (Non-executive Director)
Cheng Heng (Non-executive Director)
Lin Chong (Non-executive Director)

Announcement 3

 

 

Company name	Direct or indirect interest held by Huaneng Group at time of equity transfer	Forecasted net profit for 2017
Huaneng Laiwu Power Generation Limited	80.00%	69,036.17
Huaneng Jiaxiang Power Generation Limited	50.00%	6,728.82
Huaneng Jining Canal Power Generation Limited	98.35%	15,033.53
Huaneng Liaocheng Thermal Power Limited	75.00%	8,153.75
Huaneng Yantai Power Generation Limited	100.00%	2,941.38

	By Order of the Board
	Huaneng Power International, Inc.
	Huang Chaoquan
	Company Secretary

Cao Peixi (Executive Director)		Yue Heng (Independent Non-executive Director)
Liu Guoyue (Executive Director)		Xu Mengzhou (Independent Non-executive Director)
Huang Jian (Non-executive Director)		Liu Jizhen (Independent Non-executive Director)
Wang Yongxiang (Non-executive Director)		Xu Haifeng (Independent Non-executive Director)
Mi Dabin (Non-executive Director)		Zhang Xianzhi (Independent Non-executive Director)
Guo Hongbo (Non-executive Director)
Cheng Heng (Non-executive Director)
Lin Chong (Non-executive Director)

Announcement 4

 

Power generation by domestic power plants:		394.481 billion kWh
Consolidated operating revenue:		RMB152.459 billion
Net profit attributable to equity holders		RMB1.580 billion of the Company:
Earnings per share:		RMB0.10
Proposed dividend:		RMB0.10 per ordinary share (inclusive of tax)

Domestic Power Plant		Power Generation				Electricity sold
		2017		Change		2017		Change
Heilongjiang Province		131.72		3.53%		123.2		3.52%
*Coal-fired		122.5		1.58%		114.12		1.43%
*Wind-power		9.22		38.89%		9.07		39.75%
Jilin Province		85.96		13.44%		81.11		13.81%
*Coal-fired		74.48		10.69%		70.09		10.76%
*Wind-power		8.6		48.17%		8.36		51.24%
*Hydro-power		0.62		0.75%		0.61		0.79%
*PV		0.116		–		0.115		–
*Biomass power		2.15		3.62%		1.93		4.35%
Liaoning Province		197.04		-0.60%		183.95		-1.25%
Coal-fired		192.53		-1.15%		179.47		-1.84%
Wind-power		3.33		12.13%		3.31		12.19%
Hydro-power		0.39		14.43%		0.39		14.00%
PV		0.79		392.78%		0.778		396.67%
Inner Mongolia		2.28		4.84%		2.26		4.50%
Wind-power		2.28		4.84%		2.26		4.50%

Domestic Power Plant		Power Generation				Electricity sold
		2017		Change		2017		Change
Hebei Province		134.00		2.58%		125.85		2.40%
Coal-fired		131.32		1.55%		123.43		1.43%
Wind-power		2.28		96.82%		2.04		87.01%
PV		0.399		153.60%		0.375		208.25%
Gansu Province		99.35		2.25%		94.13		0.08%
Coal-fired		83.33		-1.30%		78.65		-3.91%
Wind-power		16.02		25.80%		15.48		26.78%
Ningxia Province		0.103		–		0.099		–
PV		0.103		–		0.099		–
Beijing		61.76		-18.12%		55.62		-20.61%
Coal-fired		13.39		-60.68%		11.63		-60.79%
Combined Cycle		48.36		16.92%		43.99		8.87%
Tianjin		72.73		0.27%		68.43		0.01%
Coal-fired		56.58		7.15%		52.71		7.18%
Combined Cycle		16.14		-18.22%		15.7		-18.39%
PV		0.015		–		0.015		–
Shanxi Province		98.13		-8.35%		91.85		-8.75%
Coal-fired		70.35		-13.80%		64.95		-14.46%
Combined Cycle		27.43		7.75%		26.68		7.87%
PV		0.35		–		0.221		–
Shandong Province		894.87		116.39%		837.87		115.24%
*Coal-fired		888.48		114.85%		831.62		113.63%
*Wind-power		4.52		8.82%		4.4		9.13%
*PV		1.865		266.61%		1.851		276.54%
Henan Province		222.1		3.53%		209.27		7.58%
Coal-fired		206.96		-3.44%		194.45		0.02%
*Combined Cycle		14.24		-8.13%		13.93		-8.18%
Wind-power		0.77		309.51%		0.76		513.65%
PV		0.128		–		0.126		–

Domestic Power Plant		Power Generation				Electricity sold
		2017		Change		2017		Change
Jiangsu Province		427.61		-0.61%		404.52		-1.05%
Coal-fired		364.41		-6.38%		343.95		-6.70%
Combined Cycle		51.99		47.79%		50.1		45.02%
Wind-power		10.77		86.12%		10.04		79.52%
PV		0.442		–		0.436		–
Shanghai		184.84		1.91%		174.9		1.80%
Coal-fired		169.34		2.70%		159.76		2.60%
Combined Cycle		15.5		-5.99%		15.13		-5.94%
Chongqing		85.63		-14.51%		79.3		-14.86%
Coal-fired		73.88		-9.40%		67.87		-9.52%
Combined Cycle		11.75		-36.90%		11.44		-36.94%
Zhejiang Province		275.89		11.65%		264.87		11.74%
Coal-fired		270.9		12.08%		260		12.18%
Combined Cycle		4.49		-13.30%		4.38		-13.46%
PV		0.496		130.26%		0.492		128.47%
Hubei Province		147.81		4.94%		138.33		4.73%
Coal-fired		141.47		4.00%		132.15		3.64%
Wind-power		2.92		54.86%		2.87		64.88%
Hydro-power		3.36		14.36%		3.25		14.80%
PV		0.059		–		0.059		–
Hunan Province		93.08		11.94%		87.09		11.28%
Coal-fired		84.76		13.86%		78.89		13.23%
Wind-power		5.31		-1.11%		5.25		-1.16%
Hydro-power		2.85		-14.68%		2.8		-14.77%
PV		0.162		–		0.159		–
Jiangxi Province		198.01		13.53%		189.15		13.67%
Coal-fired		195.29		12.66%		186.7		12.88%
Wind-power		2.72		153.43%		2.45		142.93%
Anhui Province		59.4		1.60%		56.77		1.82%
Coal-fired		57.14		1.73%		54.54		1.88%
Wind-power		1.27		42.14%		1.24		52.18%
Hydro-power		0.99		-29.68%		0.98		-29.81%

Domestic Power Plant		Power Generation				Electricity sold
		2017		Change		2017		Change
Fujian Province		103.8		35.22%		97.91		35.45%
Coal-fired		103.73		35.12%		97.87		35.39%
PV		0.073		–		0.041		–
Guangdong Province		214.48		22.89%		204.91		22.75%
Coal-fired		214.25		22.81%		204.68		22.66%
PV		0.225		217.25%		0.225		250.68%
Guangxi		0.29		–		–		–
Combined Cycle		0.29		–		–		–
Yunnan Province		36.88		-5.01%		33.98		-4.89%
Coal-fired		32.7		-8.76%		29.97		-9.05%
Wind-power		4.18		40.04%		4.01		44.53%
Guizhou Province		0.58		28.88%		0.54		43.36%
Wind-power		0.58		28.88%		0.54		43.36%
Hainan Province		116.47		-2.36%		108.09		-2.62%
Coal-fired		113.27		-1.74%		104.95		-2.02%
Combined Cycle		0.2		-84.64%		0.19		-84.29%
Wind-power		1.17		15.47%		1.14		15.39%
Hydro-power		1.53		-6.37%		1.51		-6.33%
PV		0.305		267.36%		0.301		268.30%
Total		3,944.81		25.76%		3,713.99		25.56%

Region/type of power generation		Average tariff rate (VAT inclusive)
		(RMB/MWh)
		2017		2016		Change
Heilongjiang Province
*Coal-fired		376.88		370.34		1.77%
*Wind-power		595.75		613.36		-2.87%
Jilin Province
*Coal-fired		383.75		344.25		11.47%
*Wind-power		551.80		585.64		-5.78%
*Hydro-power		426.63		428.52		-0.44%
*PV		879.95		–		Not applicable
*Biomass power		750.02		745.90		0.55%

Region/type of power generation		Average tariff rate (VAT inclusive)
		(RMB/MWh)
		2017		2016		Change
Liaoning Province
Coal-fired		370.25		344.42		7.50%
Wind-power		583.79		618.74		-5.65%
Hydro-power		330.00		332.67		-0.80%
PV		907.54		950.00		-4.47%
Inner Mongolia
Wind-power		452.91		471.22		-3.89%
Hebei Province
Coal-fired		366.23		358.48		2.16%
Wind-power		541.30		554.60		-2.40%
PV		978.48		784.95		24.66%
Gansu Province
Coal-fired		246.89		207.63		18.91%
Wind-power		459.23		398.34		15.29%
Ningxia
PV		800.00		–		Not applicable
Beijing
Coal-fired		749.82		454.99		64.80%
Combined Cycle		674.07		687.33		-1.93%
Tianjin
Coal-fired		393.82		370.82		6.20%
Combined Cycle		699.14		726.44		-3.76%
PV		879.99		–		Not applicable
Shanxi Province
Coal-fired		317.52		252.98		25.51%
Combined Cycle		678.32		682.40		-0.60%
PV		1,370.19		–		Not applicable
Shandong Province
*Coal-fired		397.13		380.64		4.33%
*Wind-power		625.68		643.84		-2.82%
*PV		881.74		1,155.80		-23.71%

Region/type of power generation		Average tariff rate (VAT inclusive)
		(RMB/MWh)
		2017		2016		Change
Henan Province
Coal-fired		370.27		355.46		4.17%
*Combined Cycle		600.00		627.84		-4.43%
Wind-power		610.00		610.00		0.00%
PV		375.34		–		Not applicable
Jiangsu Province
Coal-fired		401.57		378.06		6.22%
Combined Cycle		599.85		661.52		-9.32%
Wind-power		679.60		570.50		19.12%
PV		957.89		–		Not applicable
Shanghai
Coal-fired		398.00		385.59		3.22%
Combined Cycle		911.36		899.62		1.31%
Chongqing
Coal-fired		392.74		376.92		4.20%
Combined Cycle		811.53		649.74		24.90%
Zhejiang Province
Coal-fired		421.15		407.76		3.28%
Combined Cycle		912.07		887.70		2.74%
PV		1,128.38		1,076.50		4.82%
Hubei Province
Coal-fired		402.46		378.65		6.29%
Wind-power		676.00		610.00		10.82%
Hydro-power		378.04		378.81		-0.20%
PV		880.00		–		Not applicable
Hunan Province
Coal-fired		455.94		449.87		1.35%
Wind-power		606.72		610.00		-0.54%
Hydro-power		376.17		404.19		-6.93%
PV		879.57		–		Not applicable

Region/type of power generation		Average tariff rate (VAT inclusive)
		(RMB/MWh)
		2017		2016		Change
Jiangxi Province
Coal-fired		411.82		399.78		3.01%
Wind-power		610.00		610.00		0.00%
Anhui Province
Coal-fired		371.86		351.24		5.87%
Wind-power		610.00		610.00		0.00%
Hydro-power		376.74		385.60		-2.30%
Fujian Province
Coal-fired		375.59		348.95		7.63%
PV		980.00		–		Not applicable
Guangdong Province
Coal-fired		431.23		448.36		-3.82%
PV		980.00		980.00		0.00%
Yunnan Province
Coal-fired		577.23		579.58		-0.40%
Wind-power		478.37		494.71		-3.30%
Guizhou Province
Wind-power		599.76		610.00		-1.68%
Hainan Province
Coal-fired		431.33		420.72		2.52%
Combined Cycle		1,619.97		672.26		140.97%
Wind-power		608.99		609.78		-0.13%
Hydro-power		399.53		400.07		-0.13%
PV		991.44		1,010.00		-1.84%
Domestic total		414.01		396.60		4.39%
SinoSing Power		544.15		514.00		5.86%

		2017		2016
Current ratio		0.31		0.28
Quick ratio		0.26		0.23
Ratio of liabilities to equity holders’ equity		3.30		2.47
Multiples of interest earned		1.23		2.84

Current ratio	=	balance of current assets as of the year end
		balance of current liabilities as of the year end
Quick ratio	=	(balance of current assets as of the year end – net inventories as of the year end)
		balance of current liabilities as of the year end
Ratio of liabilities to equity holders’ equity	=	balance of liabilities as of the year end
		balance of equity holders’ equity (excluding non-controlling interests) as of the year end
Multiples of interest earned	=	(profit before tax + interest expense)
		interest expenditure (inclusive of capitalized interest)

		For the year ended 31 December
		2017		2016		Change
		RMB billion		RMB billion		%
Net cash provided by operating activities		29.198		31.511		-7.34%
Net cash used in investing activities		-31.749		-17.650		79.88%
Net cash generated from/(used in) financing activities		4.013		-13.602		-129.50%
Effect of exchange rate fluctuations on cash held		0.010		0.073		-86.30%
Net increase in cash and cash equivalents		1.472		0.332		343.37%
Cash and cash equivalents as at beginning of the year		7.810		7.478		4.44%
Cash and cash equivalents as at end of the year		9.282		7.810		18.85%

Capital Expenditure Project		Capital Expenditure Plan for 2018		Cash resources arrangements		Financing costs and note on use
Thermal power projects		55.07		Including internal cash resources and bank loans		Within the floating range of benchmark lending interest rates of PBOC
Hydropower projects		0.25		Including internal cash resources and bank loans		Within the floating range of benchmark lending interest rates of PBOC
Wind power projects		88.70		Including internal cash resources and bank loans		Within the floating range of benchmark lending interest rates of PBOC
Coal mining projects		6.28		Including internal cash resources and bank loans		Within the floating range of benchmark lending interest rates of PBOC
Photovoltaic power projects		10.15		Including internal cash resources and bank loans		Within the floating range of benchmark lending interest rates of PBOC

Capital Expenditure Project		Capital Expenditure Plan for 2018		Cash resources arrangements		Financing costs and note on use
Port		1.50		Including internal cash resources and bank loans		Within the floating range of benchmark lending interest rates of PBOC
Technology renovation		33.15		Including internal cash resources and bank loans		Within the floating range of benchmark lending interest rates of PBOC

Maturity Profile		2018		2019		2020		2021		2022
(RMB billion)
Principal amount planned for repayment		113.349		24.729		22.706		19.683		17.656
Interest amount planned for repayment		7.883		4.964		3.900		2.964		2.234
Total		121.232		29.693		26.606		22.647		19.890

Name of Director		Position		Date of appointment
Cao Peixi		Chairman		Appointed on 18 September 2014
Liu Guoyue		Director		Appointed on 18 September 2014
Huang Jian		Director		Appointed on 18 September 2014
Wang Yongxiang		Director		Appointed on 13 June 2017
Mi Dabin		Director		Appointed on 18 September 2014
Guo Hongbo		Director		Appointed on 18 September 2014
Cheng Heng		Director		Appointed on 13 June 2017
Lin Chong		Director		Appointed on 13 June 2017
Yue Heng		Independent Director		Appointed on 18 September 2014
Xu Mengzhou		Independent Director		Appointed on 23 June 2016
Liu Jizhen		Independent Director		Appointed on 13 June 2017
Xu Haifeng		Independent Director		Appointed on 13 June 2017
Zhang Xianzhi		Independent Director		Appointed on 13 June 2017
Resigned Directors
Guo Junming		Vice Chairman		Appointed on 18 September 2014 Resigned on 9 October 2017
Fan Xiaxia		Director		Appointed on 18 September 2014 Resigned on 2 February 2018
Li Shiqi		Director		Appointed on 18 September 2014 Resigned on 13 June 2017
Zhu Yousheng		Director		Appointed on 25 June 2015 Resigned on 13 June 2017
Li Song		Director		Appointed on 18 September 2014 Resigned on 13 June 2017
Li Zhensheng		Independent Director		Appointed on 18 September 2014 Resigned on 13 June 2017
Geng Jianxin		Independent Director		Appointed on 25 June 2015 Resigned on 13 June 2017
Xia Qing		Independent Director		Appointed on 25 June 2015 Resigned on 13 June 2017

Name of shareholder		Number of Shares held at year end		Percentage of Shareholding (%)
Huaneng International Power Development Corporation		5,066,662,118		33.33
HKSCC Nominees Limited		3,981,387,979		26.19
*China Huaneng Group Co., Ltd.		1,555,124,549		10.23
Hebei Construction & Investment Group Co., Ltd.		527,548,946		3.47
China Hua Neng Group Hong Kong Limited		472,000,000		3.11
Jiangsu Provincial Investment & Management Limited Liability Company		416,500,000		2.74
China Securities Finance Corporation Limited		413,567,472		2.72
Fujian Investment & Development Group Co., Ltd.		372,818,249		2.45
Liaoning Energy Investment (Group) Limited Liability Company		362,200,740		2.38
Dalian Construction Investment Group Co., Ltd.		301,150,000		1.98

	By Order of the Board
	Huaneng Power International, Inc.
	Cao Peixi
	Chairman

Cao Peixi (Executive Director)		Yue Heng (Independent Non-executive Director)
Liu Guoyue (Executive Director)		Xu Mengzhou (Independent Non-executive Director)
Huang Jian (Non-executive Director)		Liu Jizhen (Independent Non-executive Director)
Wang Yongxiang (Non-executive Director)		Xu Haifeng (Independent Non-executive Director)
Mi Dabin (Non-executive Director)		Zhang Xianzhi (Independent Non-executive Director)
Guo Hongbo (Non-executive Director)
Cheng Heng (Non-executive Director)
Lin Chong (Non-executive Director)

						For the year ended
						31 December
		Note				2017				2016
Operating revenue		3					152,459,444				113,814,236
Tax and levies on operations							(1,376,312	)			(1,177,818	)
Operating expenses
Fuel							(92,737,304	)			(56,617,542	)
Maintenance							(4,347,723	)			(4,343,349	)
Depreciation							(20,180,830	)			(14,815,620	)
Labor							(10,590,084	)			(8,043,406	)
Service fees on transmission and transformer facilities of HIPDC							(95,894	)			(138,038	)
Purchase of electricity							(3,787,032	)			(3,066,415	)
Others							(10,160,875	)			(7,234,308	)
Total operating expenses							(141,899,742	)			(94,258,678	)
Profit from operations							9,183,390				18,377,740
Interest income							198,906				147,063
Financial expenses, net
Interest expense							(9,749,004	)			(6,817,526	)
Exchange gain/(loss) and bank charges, net							144,359				(250,076	)
Total financial expenses, net							(9,604,645	)			(7,067,602	)
Share of profits less losses of associates and joint ventures							425,215				1,298,889
Gain/(loss) on fair value changes of financial assets/liabilities							856,786				(12,986	)
Other investment income							1,742,081				1,070,034
Profit before income tax expense		11					2,801,733				13,813,138
Income tax expense		4					(1,217,526	)			(3,465,151	)
Net profit							1,584,207				10,347,987

						For the year ended 31 December
		Note				2017				2016
Other comprehensive (loss)/income, net of tax
Items that may be reclassified subsequently to profit or loss:
Fair value changes of available-for-sale financial assets							281,663				(148,041	)
Gain on disposal of available-for-sale financial assets reclassified to profit or loss							(1,135,356	)			(741,648	)
Share of other comprehensive income/(loss) of investees accounted for under the equity method							121,208				(180,572	)
Effective portion of cash flow hedges							62,853				1,015,103
Translation differences of the financial statements of foreign operations							84,418				540,442
Other comprehensive (loss)/income, net of tax							(585,214	)			485,284
Total comprehensive income							998,993				10,833,271
Net profit attributable to:
– Equity holders of the Company							1,579,836				8,520,427
– Non-controlling interests							4,371				1,827,560
							1,584,207				10,347,987
Total comprehensive income/(loss) attributable to:
– Equity holders of the Company							1,023,118				9,005,227
– Non-controlling interests							(24,125	)			1,828,044
							998,993				10,833,271
Earnings per share attributable to the shareholders of the Company (expressed in RMB per share)
– Basic and diluted		12					0.10				0.56

						As at 31 December
		Note				2017				2016
ASSETS
Non-current assets
Property, plant and equipment							284,328,093				223,061,809
Investments in associates and joint ventures							19,517,623				19,632,113
Investment property							217,406				–
Available-for-sale financial assets							1,604,993				3,406,032
Land use rights							11,264,785				8,456,347
Power generation licenses							3,916,246				3,849,199
Mining rights							1,646,271				1,646,271
Deferred income tax assets							2,300,091				1,263,957
Derivative financial assets							75,328				99,721
Goodwill							15,484,120				12,135,729
Other non-current assets							7,696,845				4,321,945
Total non-current assets							348,051,801				277,873,123
Current assets
Inventories							7,385,411				6,879,143
Other receivables and assets							6,081,517				5,533,770
Accounts receivable		5					25,447,595				16,393,471
Derivative financial assets							258,364				278,602
Bank balances and cash							9,364,823				7,881,630
Total current assets							48,537,710				36,966,616
Total assets							396,589,511				314,839,739

						As at 31 December
		Note				2017				2016
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the Company
Share capital							15,200,383				15,200,383
Perpetual corporate bonds		9					5,068,550				–
Capital surplus							24,114,400				24,760,331
Surplus reserves							8,140,030				8,140,030
Currency translation differences							(675,054	)			(787,881	)
Retained earnings							35,793,257				38,690,132
							87,641,566				86,002,995
Non-controlling interests							19,973,038				16,183,742
Total equity							107,614,604				102,186,737
Non-current liabilities
Long-term loans							107,030,958				64,990,361
Long-term bonds			7				15,993,833				12,182,971
Deferred income tax liabilities							4,566,680				2,262,752
Derivative financial liabilities							148,486				201,169
Other non-current liabilities							5,284,462				2,819,498
Total non-current liabilities							133,024,419				82,456,751
Current liabilities
Accounts payable and other liabilities		8					38,900,132				28,746,617
Taxes payable							1,302,210				1,089,105
Dividends payable							1,735,426				1,575,180
Derivative financial liabilities							62,178				133,569
Short-term bonds							11,068,357				27,311,103
Short-term loans							80,251,348				57,668,874
Current portion of long-term loans							18,098,458				9,560,885
Current portion of long-term bonds							3,997,033				3,294,736
Current portion of other non-current liabilities							535,346				816,182
Total current liabilities							155,950,488				130,196,251
Total liabilities							288,974,907				212,653,002
Total equity and liabilities							396,589,511				314,839,739

		For the year ended 31 December
		2017				2016
Sales of power and heat			148,925,442				112,794,536
Sales of materials			1,143,299				2,909
Port service			232,360				237,347
Transportation service			73,830				105,505
Others			2,084,513				673,939
Total			152,459,444				113,814,236

		PRC power segment				Singapore segment				All other segments				Total
For the year ended 31 December 2017
Total revenue			142,067,629				10,078,031				694,405				152,840,065
Inter-segment revenue			–				–				(380,621	)			(380,621	)
Revenue from external customers			142,067,629				10,078,031				313,784				152,459,444
Segment results			2,417,073				(577,458	)			302,191				2,141,806
Interest income			126,927				70,756				1,223				198,906
Interest expense			(9,026,064	)			(450,928	)			(145,112	)			(9,622,104	)
Impairment loss			(1,167,751	)			(994	)			(19,742	)			(1,188,487	)
Depreciation and amortization			(18,081,299	)			(856,979	)			(189,764	)			(19,128,042	)
Net loss on disposal of non-current assets			(580,345	)			(995	)			(3	)			(581,343	)
Share of profits less losses of associates and joint ventures			(7,318	)			–				307,923				300,605
Income tax expense			(1,667,234	)			99,150				(5,386	)			(1,573,470	)
For the year ended 31 December 2016 (Restated*)
Total revenue			129,101,375				8,758,822				634,965				138,495,162
Inter-segment revenue			–				–				(344,866	)			(344,866	)
Revenue from external customers			129,101,375				8,758,822				290,099				138,150,296
Segment results			17,633,734				(282,703	)			(38,433	)			17,312,598
Interest income			102,265				69,672				623				172,560
Interest expense			(7,952,640	)			(481,263	)			(137,825	)			(8,571,728	)
Impairment (loss)/reversal			(1,410,733	)			899				(8,475	)			(1,418,309	)
Depreciation and amortization			(17,320,753	)			(778,426	)			(203,493	)			(18,302,672	)
Net loss on disposal of non-current assets			(693,091	)			(172	)			(14,303	)			(707,566	)
Share of profits less losses of associates and joint ventures			973,982				–				73,415				1,047,397
Income tax expense			(4,610,591	)			44,135				57,489				(4,508,967	)

		PRC power segment				Singapore segment				All other segments				Total
31 December 2017
Segment assets			334,379,104				27,817,680				9,978,885				372,175,669
Including:
Additions to non-current assets (excluding financial assets and deferred income tax assets)			24,447,658				260,240				328,061				25,035,959
Investments in associates			12,577,836				–				2,919,860				15,497,696
Investments in joint ventures			1,457,247				–				1,025,534				2,482,781
Segment liabilities			(264,115,887	)			(14,000,442	)			(3,026,229	)			(281,142,558	)
31 December 2016 (Restated*)
Segment assets			331,939,958				28,141,718				11,789,504				371,871,180
Including:
Additions to non-current assets (excluding financial assets and deferred income tax assets)			27,430,205				230,974				854,484				28,515,663
Investments in associates			12,527,711				–				2,880,368				15,408,079
Investments in joint ventures			2,202,002				–				790,610				2,992,612
Segment liabilities			(246,200,555	)			(14,027,606	)			(5,620,515	)			(265,848,676	)

		For the year ended 31 December
		2017				2016 (Restated*)
Revenue from external customers (PRC GAAP)			152,459,444				138,150,296
Reconciling item:
Impact of restatement under PRC GAAP in relation to business combination under common control* (Note 13)			–				(24,336,060	)
Operating revenue per IFRS consolidated statement of comprehensive income			152,459,444				113,814,236

		For the year ended 31 December
		2017				2016 (restated*)
Segment results (PRC GAAP)			2,141,806				17,312,598
Reconciling items:
Loss related to the headquarter			(170,210	)			(699,054	)
Investment income from China Huaneng Finance Co., Ltd. (“Huaneng Finance”)			143,794				132,018
Dividend income of available-for-sale financial assets			124,918				105,337
Gains on disposal of available-for-sale financial assets			1,479,732				932,738
Impact of restatement under PRC GAAP in relation to business combination under common control* (Note 13)			–				(3,417,300	)
Impact of other IFRS adjustments**			(918,307	)			(553,199	)
Profit before income tax expense per IFRS consolidated statement of comprehensive income			2,801,733				13,813,138

		As at 31 December
		2017				2016 (Restated*)
Total segment assets (PRC GAAP)			372,175,669				371,871,180
Reconciling items:
Investment in Huaneng Finance			1,336,777				1,314,603
Deferred income tax assets			2,980,303				2,447,648
Prepaid income tax			150,838				204,182
Available-for-sale financial assets			1,654,993				3,560,928
Corporate assets			395,148				360,854
Impact of restatement under PRC GAAP in relation to business combination under common control * (Note 13)			–				(70,341,769	)
Impact of other IFRS adjustments**			17,895,783				5,422,113
Total assets per IFRS consolidated statement of financial position			396,589,511				314,839,739

		As at 31 December
		2017				2016 (Restated*)
Total segment liabilities (PRC GAAP)			(281,142,558	)			(265,848,676	)
Reconciling items:
Current income tax liabilities			(430,703	)			(572,515	)
Deferred income tax liabilities			(1,283,950	)			(1,429,859	)
Corporate liabilities			(3,632,847	)			(4,717,617	)
Impact of restatement under PRC GAAP in relation to business combination under common control * (Note 13)			–				59,917,072
Impact of other IFRS adjustments**			(2,484,849	)			(1,407	)
Total liabilities per IFRS consolidated statement of financial position			(288,974,907	)			(212,653,002	)

		Reportable segment total		Headquarters		Investment income from Huaneng Finance		Impact of restatement under PRC GAAP in relation to business combination under common control* (Note 13)		Impact of other IFRS adjustments**		Total
For the year ended 31 December 2017
Total revenue		152,459,444		–		–		–		–		152,459,444
Interest expense		(9,622,104)		(126,900)		–		–		–		(9,749,004)
Depreciation and amortization		(19,128,042)		(38,819)		–		–		(1,468,972)		(20,635,833)
Impairment loss		(1,188,487)		–		–		–		1,275		(1,187,212)
Share of profits less losses of associates and joint ventures		300,605		–		143,794		–		(19,184)		425,215
Net (loss)/gain on disposal of non-current assets		(581,343)		3,174		–		–		(38,287)		(616,456)
Income tax expense		(1,573,470)		–		–		–		355,944		(1,217,526)
For the year ended 31 December 2016 (Restated*)
Total revenue		138,150,296		–		–		(24,336,060)		–		113,814,236
Interest expense		(8,571,728)		(131,244)		–		1,885,446		–		(6,817,526)
Depreciation and amortization		(18,302,672)		(48,934)		–		3,533,820		(344,929)		(15,162,715)
Impairment loss		(1,418,309)		–		–		213,351		–		(1,204,958)
Share of profits less losses of associates and joint ventures		1,047,397		–		132,018		133,694		(14,220)		1,298,889
Net (loss)/gain on disposal of non-current assets		(707,566)		(14)		–		115,769		1,762		(590,049)
Income tax expense		(4,508,967)		–		–		928,854		114,962		(3,465,151)

		For the year ended 31 December
		2017				2016
PRC			142,381,413				105,055,414
Singapore			10,078,031				8,758,822
Total			152,459,444				113,814,236

		As at 31 December
		2017				2016
PRC			319,534,533				249,155,921
Singapore			23,035,758				23,369,766
Total			342,570,291				272,525,687

		For the year ended 31 December
		2017								2016
		Amount				Proportion				Amount				Proportion
State Grid Shandong Electric Power Company			28,659,891				19%				12,649,224				11%

		For the year ended 31 December
		2017				2016
Current income tax expense			1,942,238				3,905,968
Deferred income tax			(724,712	)			(440,817	)
Total			1,217,526				3,465,151

		For the year ended 31 December
		2017				2016
Notional tax on profit before income tax expense, calculated at the applicable income tax rates in the countries concerned			26.13%				25.16%
Effect of tax losses not recognized			18.45%				1.58%
Effect of deductible temporary differences not recognized			6.04%				(0.20%	)
Effect of non-taxable income			(12.37%	)			(2.89%	)
Effect of non-deductible expenses			7.05%				1.09%
Others			(1.84%	)			0.35%
Effective tax rate			43.46%				25.09%

		As at 31 December
		2017				2016
Accounts receivable			21,948,753				14,050,096
Notes receivable			3,610,928				2,432,264
			25,559,681				16,482,360
Less: provision for doubtful accounts			112,086				88,889
Total			25,447,595				16,393,471

		As at 31 December
		2017				2016
Within 1 year			24,787,284				16,152,038
Between 1 to 2 years			576,564				279,694
Between 2 to 3 years			155,360				29,123
Over 3 years			40,473				21,505
Total			25,559,681				16,482,360

		As at 31 December
		2017				2016
Neither past due nor impaired			24,936,171				16,063,215
Less than 1 year past due			267,845				248,597
Between 1 to 2 years past due			206,188				63,094
Between 2 to 3 years past due			27,130				17,944
Over 3 years past due			10,261				621
Total			25,447,595				16,393,471

		As at 31 December
		2017				2016
Accounts and notes payable			15,496,475				12,059,004
Payables to contractors for construction			14,491,632				10,832,444
Retention payables to contractors			2,008,106				1,445,383
Amounts received in advance			1,504,926				365,887
Accrued interests			947,302				676,462
Others			4,451,691				3,367,437
Total			38,900,132				28,746,617

		As at 31 December
		2017				2016
Within 1 year			15,201,380				11,902,522
Between 1 to 2 years			196,082				100,092
Over 2 years			99,013				56,390
Total			15,496,475				12,059,004

Type of Bonds

Issuance Date

Category

Initial Distribution Rate

Issue Price

Number

Par Value

Initial Period

Conversion Condition

Conversion Result

RMB’000

RMB’000

Bond A

September 2017

equity instruments

5.05%

0.1

25,000,000

2,500,000

3 Years

None

None

Bond B

September 2017

equity instruments

5.17%

0.1

25,000,000

2,500,000

5 years

None

None

Total

5,000,000

As at 1 January 2017

Issuance

Cumulative

As at 31 December 2017

Type of Bonds

Number

Amount

Number

Amount

Interests

Number

Amount

RMB’000

RMB’000

RMB’000

RMB’000

Bond A

–

–

25,000,000

2,499,975

33,897

25,000,000

2,533,872

Bond B

–

–

25,000,000

2,499,975

34,703

25,000,000

2,534,678

Total

–

–

50,000,000

4,999,950

68,600

50,000,000

5,068,550

		For the year ended 31 December
		2017				2016
Total interest expense on borrowing			10,225,069				7,267,490
Less: amounts capitalized in property, plant and equipment			476,065				449,964
Interest expenses charged in consolidated statement of comprehensive income			9,749,004				6,817,526
Auditors’ remuneration – audit service			64,160				43,610
Operating leases charge			364,756				331,496
Fuel			92,737,304				56,617,542
Depreciation of property, plant and equipment			20,180,830				14,815,620
Amortization of land use rights			341,125				225,707
Amortization of other non-current assets			113,878				121,388
Impairment loss of property, plant and equipment			1,046,195				1,063,735
Impairment loss of land use rights			108,590				51,981
Impairment loss of other non-current assets			5,008				–
Recognition of provision for doubtful accounts			27,682				89,498
Reversal of provision for inventory obsolescence			(263	)			(256	)
Net loss on disposals of non-current assets			616,456				590,049
Government grants			(421,912	)			(396,467	)
Gain on a bargain purchase			–				(129,921	)
Included in other investment income
– Gains on disposals of available-for-sale financial assets			(1,479,732	)			(932,738	)
– Dividends on available-for-sale financial assets			(124,918	)			(103,037	)
– Gains on disposal of subsidiaries*			(52,330	)			–
Included in (gain)/loss on fair value changes of financial assets/liabilities
– Contingent consideration of the business combination (Note 13)			(859,547	)			–
– Loss on fair value changes of trading derivatives			2,761				12,986

		For the year ended 31 December
		2017				2016
Consolidated net profit attributable to equity holders of the Company			1,579,836				8,520,427
Less: cumulative distribution of perpetual corporate bonds			68,600				–
Consolidated net profit attributable to ordinary shareholders of the Company			1,511,236				8,520,427
Weighted average number of the Company’s outstanding ordinary shares (’000)*			15,200,383				15,200,383
Basic and diluted earnings per share (RMB)			0.10				0.56

		2017				2016
			’000				’000
Issued ordinary shares at 1 January and 31 December			15,200,383				15,200,383
Weighted average number of ordinary shares at 31 December			15,200,383				15,200,383

			Acquisition Date
Total consideration			15,500,770
Non-controlling interests			6,292,577
Fair value of pre-existing interest in a subsidiary of Shandong Power			690,967
Less:	Fair value of total identifiable net assets		19,316,748
Goodwill			3,167,566
Total consideration			15,500,770
Less:	Net settlement of the receivables due from Huaneng Group		2,361,871
	Bank balances and cash of acquirees		2,342,766
	Less: Restricted cash		(20,974)
Cash consideration paid for acquisition of subsidiaries, net of cash acquired			10,817,107

		Shandong Power (consolidated)				Jilin Power (consolidated)				Heilongjiang Power (consolidated)				Zhongyuan Gas
		Fair value				Fair value				Fair value				Fair value
Property, plant and equipment			41,366,757				8,496,028				12,525,071				1,381,060
Investment in associates and joint ventures			1,021,566				–				–				–
Available-for-sale financial assets			4,000				100,895				–				–
Land use rights			2,272,181				228,173				655,485				27,075
Deferred income tax assets			334,055				323,522				10,404				–
Other non-current assets			1,285,838				213,589				210,965				48
Bank balances and cash			1,621,276				103,045				385,295				222,939
Inventories			952,510				89,333				123,889				1,136
Trade receivables			2,509,641				293,455				127,219				124,636
Other receivables and other current assets			2,992,094				2,393,835				889,392				119,974
Long-term borrowings			(15,647,367	)			(8,330,929	)			(6,742,580	)			(1,200,000	)
Deferred income tax liabilities			(2,447,672	)			(214,642	)			(280,945	)			(47,235	)
Other non-current liabilities			(1,688,306	)			(10,291	)			(253,671	)			–
Short-term borrowings			(8,082,200	)			(600,000	)			(1,920,000	)			–
Tax payables			(270,531	)			(10,311	)			(54,302	)			(419	)
Dividends payables			(136,955	)			–				–				–
Salary and welfare payables			(41,667	)			(2,969	)			(22,462	)			(717	)
Payables and other liabilities			(9,725,591	)			(2,668,626	)			(3,083,130	)			(606,115	)
Total identifiable net assets			16,319,629				404,107				2,570,630				22,382

		Acquisition Date
Non-controlling interests		10
Fair value of pre-existing interest in Shanxi Xiaoyi Energy		10,200
Less: Fair value of total identifiable net assets		10,210
Goodwill		–

		From acquisition date to
		31 December 2017 acquiree’s
		Revenue				Net Profit
Shanxi Xiaoyi Energy			704				228

		Fair Value
Bank balances and cash		10,211
Accounts payable and other liabilities		(1)
Total identifiable net assets		10,210

		Acquisition Date
Non-controlling interests		4,000
Less: Fair value of total identifiable net assets		4,000
Goodwill		–

		From acquisition date to
		31 December 2017 acquiree’s
		Revenue				Net Profit
Xuji Wind Power			–				–

		Fair Value
Other receivables and assets		16,080
Property, plant and equipment		11,893
Accounts payable and other liabilities		(23,973)
Total identifiable net assets		4,000

				For the year ended 31 December
				2017		2016
		Unit				(Restated)		Variance (%)
Operating revenue		1 Yuan		152,459,443,954		138,150,296,159		10.36
Profit before taxation		Yuan		3,720,040,509		17,783,637,152		(79.08)
Net profit attributable to equity holders of the Company		Yuan		1,793,150,950		10,382,413,710		(82.73)
Net profit attributable to equity holders of the Company (excluding non-recurring items)		Yuan		450,301,638		7,980,897,158		(94.36)
Basic and diluted earnings per share		Yuan/share		0.11		0.68		(83.82)
Basic earnings per share (excluding non-recurring items)		Yuan/share		0.03		0.53		(94.34)
Return on net assets (weighted average)		%		2.47		11.99		decreased by 9.52 percents
Return on net assets calculated based on net profit excluding non-recurring items (weighted average)		%		0.64		9.88		decreased by 9.24 percents
Net cash flows from operating activities		Yuan		29,197,362,553		37,814,166,889		(22.79)

		Unit		31 December 2017		31 December 2016 (Restated)		Variance (%)
Total assets		Yuan		378,693,729,128		379,759,396,092		(0.28)
Total equity attributable to equity holders of the Company		Yuan		75,533,342,281		88,361,030,143		(14.52)

Earnings per share	=	Net profit attributable to ordinary shareholders of the Company for the year/Weighted average number of ordinary shares
Return on net assets (weighted average)	=	Net profit attributable to equity holders of the Company for the year/Weighted average equity attributable to equity holders of the Company (excluding non-controlling interests)×100%

		For the year ended
Non-recurring Items		31 December 2017
Net loss on disposal of non-current assets			(578,168,504	)
Government grants recognized though profit or loss, excluding those having close relationships with the company and its subsidiaries’ operation and enjoyed in fixed amount or quantity according to uniform national standard			713,451,578
The loss on fair value change of held-for-trading financial assets and liabilities (excluding effective hedging instruments related to operating activities of the Company) and disposal of held-for-trading financial assets and liabilities and available-for-sale financial assets			1,485,820,573
Reversal of doubtful accounts receivable individually tested for impairments			1,570,737
Non-operating incomes and expenses besides items above			81,961,690
Other items recorded in the profit and loss in accordance with the definition of non-recurring items			142,612,729
			1,847,248,803
Impact of Income tax			(477,006,080	)
Impact of non-controlling interests (net of tax)			(27,393,411	)
Total			1,342,849,312

				For the year ended 31 December
				2017		2016		2017		2016
				Consolidated		Consolidated (Restated)		The Company		The Company
1.	Operating revenue			152,459,443,954		138,150,296,159		46,971,764,368		41,932,179,406
	Less:	Operating cost		135,209,271,798		108,075,195,240		41,100,892,086		31,619,545,950
		Taxes and surcharges		1,376,312,133		1,452,821,427		503,921,528		504,225,558
		Selling expenses		17,474,146		15,763,878		4,587,236		5,124,301
		General and administrative expenses		3,968,792,776		4,347,674,117		1,715,232,860		1,920,747,700
		Financial expenses		9,405,739,098		8,784,700,581		3,674,075,219		3,723,814,981
		Impairment losses		1,188,486,846		1,418,309,176		314,239,002		50,362,282
	Add:	Loss from changes in fair value		(2,760,442)		(12,986,250)		—		—
		Investment income		2,212,189,030		3,483,859,103		7,047,709,734		9,683,405,175
		Including: in vestment income from associates and joint ventures		444,398,631		1,179,414,968		344,803,922		1,006,626,570
		Gain on disposal of assets		62,160,189		23,604,362		13,661,160		2,081,199
		Other income		530,278,644		—		187,372,223		—
2.	Operating profit			4,095,234,578		17,550,308,955		6,907,559,554		13,793,845,008
	Add:	Non-operating income		394,484,593		1,159,044,060		54,963,746		483,707,936
	Less:	Non-operating expenses		769,678,662		925,715,863		270,221,645		270,407,342
3.	Profit before income tax			3,720,040,509		17,783,637,152		6,692,301,655		14,007,145,602
	Less:	Income tax expense		1,573,468,524		4,508,965,803		597,414,684		1,581,794,648
4.	Net profit			2,146,571,985		13,274,671,349		6,094,886,971		12,425,350,954

			For the year ended 31 December
			2017		2016		2017		2016
			Consolidated		Consolidated		The Company		The Company
					(Restated)
	– Including: net profit of acquirees under common control before the acquisition date		—		2,488,446,531		—		—
	(1) Classification according to the continuity of operation Continuous operating net profit		2,146,571,985		13,274,671,349		6,094,886,971		12,425,350,954
	(2) Classification according to ownership
	Attributable to:
	– Equity holders of the Company		1,793,150,950		10,382,413,710		6,094,886,971		12,425,350,954
	– Non-controlling interests		353,421,035		2,892,257,639		—		—
5.	Earnings per share (based on the net profit attributable to shareholders of the Company)
	Basic earnings per share		0.11		0.68		—		—
	Diluted earnings per share		0.11		0.68		—		—
6.	Other comprehensive (loss)/income, net of tax		(585,213,520)		564,199,838		(697,054,014)		(1,062,771,477)
	Items that may be reclassified subsequently to profit or loss, net of tax, attributable to shareholders of the Company:		(556,717,313)		547,591,036		(697,054,014)		(1,062,771,477)
	Including:
	Fair value changes of available-for-sale financial assets		281,750,325		(148,956,955)		281,378,984		(148,465,974)
	Gain on disposal of available-for-sale financial assets reclassified to profit and loss		(1,135,356,262)		(741,647,613)		(1,135,356,262)		(741,647,613)
	Share of other comprehensive income/(loss) of investees accounted for under the equity method		121,207,817		(180,572,494)		121,207,817		(180,572,494)
	Effective portion of cash flow hedges		62,853,903		1,015,102,822		35,715,447		7,914,604
	Translation differences of the financial statements of foreign operations		112,826,904		603,665,276		—		—
	Other comprehensive (loss)/income attributable to non-controlling interests, net of tax		(28,496,207)		16,608,802		—		—
7.	Total comprehensive income		1,561,358,465		13,838,871,187		5,397,832,957		11,362,579,477
	Attributable to
	– Equity holders of the Company		1,236,433,637		10,930,004,746		5,397,832,957		11,362,579,477
	– Non-controlling interests		324,924,828		2,908,866,441		—		—

		Consolidated net profit attributable to equity holders of the Company
		2017				2016
						(Restated)
		RMB’000				RMB’000
Consolidated net profit attributable to equity holders of the Company under PRC GAAP			1,793,151				10,382,413
Impact of IFRS adjustments:
Differences in accounting treatment on business combinations under common control and depreciation and amortization of assets acquired in business combinations under common control (a)			(785,338	)			(2,929,168	)
Difference on depreciation related to borrowing costs capitalized in previous years (b)			(27,016	)			(27,016	)
Amortization of the difference in the recognition of housing benefits of previous years (c)			(653	)			(866	)
Others			(105,300	)			(84,593	)
Applicable deferred income tax impact of the GAAP differences above (d)			355,943				114,960
Profit attributable to non-controlling interests on the adjustments above			349,049				1,064,697
Consolidated net profit attributable to equity holders of the Company under IFRS			1,579,836				8,520,427