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 August, 2004
(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
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(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934. )
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to
registrant in connection with Rule 12g3-2(b): 82-__________. )
N/A
Huaneng Power International, Inc.
West Wing, Building C, Tianyin Mansion
No. 2C Fuxingmennan Street
Xicheng District
Beijing, 100031 PRC
This Form 6-K consists of:
A press release on the proposal to issue convertible bonds, amend the
articles of association and appoint new directors, made on August 10, 2004, in
English by Huaneng Power International Inc.
[GRAPHIC OMITTED]
To: Business Editor
[For Immediate Release]
HUANENG POWER INTERNATIONAL, INC.
Proposes to Issue Convertible Bonds,
Amend the Articles of Association and Appoint New Directors
(Beijing, China, August 10, 2004) Huaneng Power International, Inc. (the
"Company") [NYSE: HNP; HKEx: 902; SSE: 600011] today announced that its board
of directors convened a meeting at which it was resolved that the Company
should convene an extraordinary general meeting, ("EGM") and class meetings
for its shareholders to consider and approve the general mandate to authorize
the board to issue up to US$300 million in convertible bonds, the amendments
of its articles of association, and the appointment of new directors.
This press release is being issued pursuant to and in accordance with Rule
135c under the Securities Act of 1933, as amended (the "Securities Act"). This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy the notes, nor shall there be any sale of the notes in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Pursuant to the general mandate, the Company may issue up to US$300 million in
principal amount of convertible bonds which will be convertible into new H
shares within twelve months from the obtaining of the shareholders' approval.
The convertible bonds are proposed to be in the form of US dollar denominated
convertible bonds. The issue size, interest rate, conversion price, exchange
rate structure, timing of the issue and other terms and conditions of the
convertible bond will be determined by the board in due course. Other terms
and conditions of the convertible bonds will also be determined by the board
prior to the proposed issue of convertible bonds. The convertible bonds are
expected to be offered only to professional and institutional investors, and
shareholders of the Company will not be entitled to subscribe for the
convertible bonds solely by virtue of their shareholdings in the Company.
There will not be a public offering of the convertible bonds. The proposed
issue of convertible bonds will be conditional on, among other things, the
approvals of the EGM, the relevant PRC regulatory authorities and the Hong
Kong Stock Exchange.
The Company proposes to make certain amendments to its articles of association
to meet the Company's development needs.
The board has resolved to elect Messrs. Huang Yongda and Liu Shuyuan as
directors of the Company, and Mr. Liu Jipeng as independent director of the
Company.
Huaneng Power International, Inc. Proposes to Issue Convertible Bonds,
Amend the Articles of Association and Appoint New Directors........P.2
Huaneng Power International, Inc. develops, constructs, operates and manages
large thermal power plants in China nationwide, with a total generation
capacity of 18,832MW on an equity basis. The Company wholly owns 16 power
plants, and has controlling interests in seven power plants and minority
interests in four power companies. Today, it is one of the largest independent
power producers in China.
~ End ~
For further information, please contact:
Ms. Meng Jing / Ms. Zhao Lin Huaneng Power International, Inc. Tel: (8610)
6649 1856 / 1866
Fax: (8610) 6649 1860
Email: ir@hpi.com.cn
Ms. Christy Lai / Ms. Edith Lui Rikes Communications Limited
Tel: (852) 2520 2201
Fax:(852) 2520 2241
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
under-signed, thereunto duly authorized.
HUANENG POWER INTERNATIONAL, INC.
By /s/ Wang Xiaosong
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Name: Wang Xiaosong
Title: Vice Chairman
Date: August 10, 2004