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 June, 2005
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F __X__ Form 40-F _____
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934. )
Yes ____ No __X__
(If "Yes" is marked, indicate below the file number assigned to registrant
in connection with Rule 12g3-2(b):
82-__________. )
N/A
Huaneng Power International, Inc.
West Wing, Building C, Tianyin Mansion
No. 2C Fuxingmennan Street
Xicheng District
Beijing, 100031 PRC
This Form 6-K consists of:
The announcement on entering into transfer agreement with Jiangsu
Yueda by Huaneng Power International, Inc.(the "Registrant") on May 26th 2005
to acquire from Jiangsu Yueda its 26.36% equity interest in Huaiyin Power Plant
Phase I for a consideration of RMB220 million, made by the Registrant in
English on June 3, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
under-signed, thereunto duly authorized.
HUANENG POWER INTERNATIONAL, INC.
By /s/ Huang Long
_______________
Name: Huang Long
Title: Company Secretary
Date: June 3, 2005
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the content
of this announcement.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(a Sino-foreign joint stock limited company incorporated in the
People's Republic of China)
(Stock Code: 902)
CONNECTED TRANSACTION
-------------------------------------------------------------------------------
o On 26th May 2005, the Company entered into the Transfer Agreement with
Jiangsu Yueda, pursuant to which the Company agreed to acquire from
Jiangsu Yueda its 26.36% equity interest in Huaiyin Power Plant Phase I
for a consideration of RMB220 million. The purchase price will be funded
by the Company's internal cash surplus. The purchase price was determined
on arm's length terms.
o Huaiyin Power Plant Phase I is a non wholly-owned subsidiary of the
Company. As a substantial shareholder of Huaiyin Power Plant Phase I
holding 26.36% interest thereof, Jiangsu Yueda is a connected person to
the Company. The transaction as contemplated by the Acquisition thus
constitutes a connected transaction to the Company.
o Since the relevant percentage ratios calculated pursuant to Rule 14.07
of the Hong Kong Listing Rules in connection with the Acquisition are all
less than 2.5%, the Acquisition is only subject to the reporting and
announcement requirements set out in Rules 14A.45 and 14A.47 of the Hong
Kong Listing Rules and is exempt from the independent shareholders'
approval requirements.
-------------------------------------------------------------------------------
Background
The Company develops, constructs, operates and manages large-scale power plants
throughout China. It is one of the largest independent power producers in China
which owns a total generation capacity of 21,418 MW on an equity basis.
Jiangsu Yueda is a joint stock limited company incorporated in the PRC with its
shares listed and traded on the Shanghai Stock Exchange. Jiangsu Yueda is
engaged in investing in various industrial sectors, including tractors,
textiles, automobile, infrastructure and biological pharmacy. Before the
Acquisition, it holds 26.36% interest in Huaiyin Power Plant Phase I. As a
substantial shareholder of the Company's subsidiary, Huaiyin Power Plant Phase
I, Jiangsu Yueda is a connected person to the Company under the Hong Kong
Listing Rules.
Transfer AGREEMENT
Date: 26th May 2005
Parties: Seller: Jiangsu Yueda
Purchaser: the Company
Interest to be acquired: equity interest representing 26.36%
of the registered capital of Huaiyin
Power Plant Phase I.
Consideration: The consideration for the purchase of
26.36% equity interest in Huaiyin
Power Plant Phase I is RMB220 million,
payable in cash on the third day upon
the fulfillment of the conditions. In
case that before the date of Closing,
Huaiyin Power Plant Phase I declares
any dividends or makes any
distributions in respect of the
earnings in 2004 and for the period
from 1st January 2005 to the date of
Closing, the purchase price shall
adjust downwards by deducting the
amount of the dividends declared or
the distributions made. The purchase
price was determined with reference
to, inter alia, the net asset value of
Huaiyin Power Plant Phase I as at 31st
December 2004 as well as the
profitability of Huaiyin Power Plant
Phase I.
Conditions: The acquisition is subject to the
approval by the shareholders of
Jiangsu Yueda.
REASONS FOR THE ACQUISITION
After the completion of the Acquisition, the total generation capacity of the
Company on an equity basis will increase by 116MW from 21,418MW to 21,534MW.
The Directors believe that the Acquisition price and terms are fair and
reasonable to the Company and its shareholders. This transaction will enlarge
the Company's operating scale and benefit the Company and its shareholders.
INFORMATION REGARDING HUAIYIN POWER PLANT PHASE I
Huaiyin Power Plant Phase I was constructed in the early 1990's. It is located
in the hinterland of the North Jiangsu Power Grid. The plant's 2 X 200MW
PRC-built coal-fired generating units commenced operation in November 1993 and
August 1994 respectively. In order to reduce energy consumption and increase
capacity, one generating unit of Huaiyin Power Plant Phase I was upgraded in
October 2001, which increased the maximum generation capacity of that unit to
220MW. The upgrading of the second generation unit was completed in 2002 and by
then the actual generation capacity of Jiangsu Huaiyin Power Plant reached
440MW.
The coal supply for Huaiyin Power Plant Phase I is primarily from Anhui
Province, Shanxi Province, Henan Province and Shaanxi Province. Electricity
generated by Huaiyin Power Plant Phase I is transmitted to the Jiangsu Power
Grid through 110kV and 220kV transmission lines.
The following sets out certain unaudited financial information of Huaiyin Power
Plant Phase I as at 31st December 2003 and 2004 and for the years then ended,
prepared in accordance with International Financial Reporting Standards:
(RMB) (RMB)
31st December 31st December
2003 2004
Revenue from principal business 660,206,656 779,762,944
Operating profit 166,633,184 120,342,722
Net profit before taxation 118,214,873 115,508,072
Net profit after taxation 82,788,410 78,016,002
Total assets 1,500,376,856 913,885,631
Net assets 640,485,594 618,821,596
Upon Closing, the Company will hold 90% interest in Huaiyin Power Plant Phase I
while the remaining 10% interest is held by Jiangsu Power Development Joint
Stock Limited Company.
CONNECTED TRANSACTION Under Hong Kong Listing Rules
The Acquisition constitutes a connected transaction of the Company under the
Hong Kong Listing Rules. Since the relevant percentage ratios calculated
pursuant to Rule 14.07 of the Hong Kong Listing Rules in connection with the
Acquisition are all less than 2.5%, the Acquisition is only subject to the
reporting and announcement requirements set out in Rules 14A.45 and 14A.47 of
the Hong Kong Listing Rules and is exempt from the independent shareholders'
approval requirements.
The Directors (including independent non-executive Directors) are of the
opinion that the Transfer Agreement was entered into: (i) in the ordinary and
usual course of business of the Company; (ii) on normal commercial terms; and
(iii) on terms that are fair and reasonable and the Transfer Agreement is in
the interests of the Company and its shareholders as a whole.
Definitions
"Acquisition" the purchase by the Company of the
26.36% interest in Huaiyin Power Plant
Phase I from Jiangsu Yueda;
"Closing" the closing of the Acquisition;
"Company" Huaneng Power International, Inc.;
"Directors" the directors of the Company;
"Hong Kong Listing Rules" the Rules Governing the Listing of
Securities on the Hong Kong Stock
Exchange;
"Huaiyin Power Plant Phase I" Jiangsu Huaneng
Huaiyin Power Limited Company, a
company incorporated in the PRC with
limited company;
"Jiangsu Yueda" Jiangsu Yueda Investment Limited
Company which is incorporated in the
PRC;
"PRC" the People's Republic of China;
"RMB" the lawful currency of the PRC;
"Stock Exchange" The Stock Exchange of Hong Kong
Limited;
"Transfer Agreement" the transfer agreement
dated 26th May 2005 entered into
between the Company and Jiangsu Yueda
relating to the purchase of the 26.36%
interest in Huaiyin Power Plant Phase
I.
By Order of the Board
Huaneng Power International, Inc.
Huang Long
Director, Company Secretary
As at the date of this announcement, the Board comprises:
Xiaopeng Qian Zhongwei
(Executive director) (Independent non-executive director)
Huang Yongda Xia Donglin
(Executive director) (Independent non-executive director)
Wang Xiaosong Liu Jipeng
(Non-executive director) (Independent non-executive director)
Na Xizhi Wu Yusheng
(Non-executive director) (Independent non-executive director)
Huang Long Yu Ning
(Executive director) (Independent non-executive director)
Wu Dawei
(Non-executive director)
Shan Qunying
(Non-executive director)
Yang Shengming
(Non-executive director)
Xu Zujian
(Non-executive director)
Liu Shuyuan
(Non-executive director)
Beijing, the PRC
3rd June 2005