FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April, 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
----- -----
(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:
An announcement on the notice of extraordinary general meeting, made
on April 29, 2004, in English by Huaneng Power International Inc.
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
-------------------------------
Name: Wang Xiaosong
Title: Vice Chairman
Date: April 29, 2004
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(A Sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 902)
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an extraordinary general meeting of Huaneng Power
International, Inc. (the "Company") will be held at 9 a.m. on 15th June, 2004
(Tuesday) at Beijing International Convention Centre at No. 8 Beichen East
Road, Chaoyang District, Beijing, The People's Republic of China, for the
purpose of considering and, if thought fit, passing the following ordinary
resolutions:
Ordinary resolutions:
1. To approve the acquisition of 40% interest in Hebei Hanfeng Power
Generation Limited Liability Company and 90% interest in Jinggangshan
Huaneng Power Generation Limited Liability Company held by China Huaneng
Group by the Company and the Agreement for Transfer of Huaneng Group
Interest.
2. To approve the acqusition of 55% interest in Huaneng Hunan Yueyang Power
Generation Limited Liability Company, 60% interest in Huaneng Chongqing
Luohuang Power Generation Limited Liability Company and the entire
assets and liabilities of Huaneng International Power Development
Corporation Yingkou Branch Company and the Agreement for Transfer of
HIPDC Interest.
3. To approve the guarantee arrangments and agreements between Hebei
Hanfeng Power Generation Limited Liability Company, Jinggangshan Huaneng
Power Generation Limited Liability Company and China Huaneng Group, and
subject to the completion of the Acquisition and the transfer of 10%
interest in Jinggangshan Huaneng Power Generation Limited Liability
Company held by Jiangxi Province Investment Corporation to the Company,
the Company's taking up of the existing guarantee of Jinggangshan
Huaneng Power Generation Limited Liability Company originally provided
by China Huaneng Group. (Note 1)
4. To approve the entrusted loan arrangement between Huaneng Hunan
Yueyang Power Generation Limited Liability Company, Huaneng
International Power Development Corporation and China Huaneng Finance
Company; To approve the entrusted loan arrangement in respect of
Yingkou Power Plant between the Company, Huaneng International Power
Development Corporation and China Huaneng Finance Company; To approve
the arrangement between the Conmpany and Huaneng International Power
Development Corporation regarding the account payables of Yingkou
Power Plant; and To approve the arrangement regarding the foreign
loan between Huaneng International Power Development Corporation and
Huaneng Chongqing Luohuang Power Generation Limited Liability
Company. (Note 2)
5. To approve the the loan and deposit arramgement between Jinggangshan
Huaneng Power Generation Limited Liability Company and China Huaneng
Finance Company; To approve, subject to the completion of the
Acquisition and the transfer of 10% interest in Jinggangshan Huaneng
Power Generation Limited Liability Company held by Jiangxi Province
Investment Corporation to the Company, the Company's taking up of the
aforesaid rights and obligations of Jinggangshan Huaneng Power
Generation Limited Liability Company; To approve the deposit
arrangement between Huaneng Chongqing Luohuang Power Generation
Limited Liability Company, Huaneng Hunan Yueyang Power Generation
Limited Liability Company and China Huaneng Group. (Note 3)
By Order of the Board
Huang Long
Company Secretary
29th April, 2004
Registered address of the Company:
West Wing, Building C,
Tianyin Mansion,
2C Fuxingmennan Street,
Xicheng District,
Beijing 100031,
The People's Republic of China
Notes:
1. (The terms used hereinafter shall have the same meaning as stated in
the announcement made by the Company dated 16th April, 2004)
(i) Pursuant to the four (loan) guarantee agreements (numbered
[98]01, [98]02, [98]03, [99]02 respectively), Hebei Province
Power Company provided joint liability guarantee for the
loans of an aggregate amount of RMB1,684 million that
Hanfeng Power Plant borrowed from China Construction Bank
Handan Hanfeng Power Plant Branch between 1996 and 1999.
According to the guarantee agreement dated 30th September,
2000 and the amendment agreement dated 10th October, 2002
between Hebei Province Power Company and the State
Development Bank, Hebei Province Power Company provided
joint liability guarantee for 42% of the RMB745 million loan
that Hanfeng Power Plant borrowed from the State Development
Bank (i.e. RMB312.9 million). On 27th November, 2003, China
Huaneng Group entered into the Agreement. According to the
Approval regarding reorganization and division of power
generating assets of China Power Corporation (Jijichu
[2002]2704) issued by the former State Development and
Planning Commission and other relevant documents, 40% of the
interest in the registered capital of Hanfeng Power Plant
held by Hebei Province Power Company was transferred to
China Huaneng Group. On 27th November, 2003, China Huaneng
Group entered into an agreement in relation to the transfer
and delivery of Hanfeng Project as part of power system
reform with Hebei Province Power Company, pursuant to which,
inter alia, the five commercial bank loan guarantee provided
by Hebei Province Power Company to Hanfeng Power Plant, with
an aggregate guarantee amount of RMB1736.9 million, were to
be taken over by China Huaneng Group. As at 31st March, the
total outstanding amount of the aforesaid guarantee was
RMB1.48430 billion.
(ii) Pursuant to the (loan) guarantee agreement dated 24th
October, 2000 between China Huaneng Group and China
Construction Bank Jian City Branch, China Huaneng Group
provided joint liability guarantee for the RMB1,560 million
loan borrowed by Jinggangshan Power Plant from China
Construction Bank Jian City Branch pursuant to the loan
agreement numbered GDZCDK - 2000-519. The outstanding amount
of the above guarantee was RMB1.24525 billion as at 31st
March, 2004.
As at 31st March 2004, the outstanding amount of the above guarantee
transactions in total was RMB2.72955 billion.
2. (The terms used hereinafter shall have the same meaning as stated in
the announcement made by the Company dated 16th April, 2004)
(i) Pursuant to the contract for incorporation of Huaneng
Yueyang Power Generation Limited Liability Company entered
into between HIPDC and Hunan Provincial Local Power Assets
Management Limited Company in September 2003, the investment
of RMB546.97 million originally made by HIPDC into Yueyang
Power Plant would be treated as a debt owned by Yueyung
Power Plant to HIPDC by entering into entrusted loan
arrangement at the time when the conversion of Yueyang Power
Plant into a limited liability company from HIPDC's branch
company took place. The entrusted loan agreement would be
for a term from 30th September, 2003 to 30th September, 2004
at the interest rate of 5.31% per annum. As at 31st March,
2004, the amount involved was RMB510.86 million.
(ii) Pursuant to the loan transfer agreement regarding the mixed
term loan by Credit Mutuel Confederation Nationale and
Credit Agricole (Chongqing Luohuang Power Plant Project)
dated 2nd June, 1988 between HIPDC and the Bank of China,
the Bank of China transferred to HIPDC loans with the
aggregate amount not exceeding 1,477,085,485 francs (of
which approximately 45% being government loan, approximately
54% as purchaser credit and approximately 1% being purchaser
credit insurance fee loan). The term of the loan was 30
years. The interest rate for the government loan was 2% per
annum, the purchaser credit interest rate was 7.4% per
annum, the rate of the loan transfer fee for the government
loan was 0.15% per annum and the rate of the loan transfer
fee for the purchaser credit is 0.1%. As at 31st March,
2004, the outstanding amount of the above loans is Euro
80,979,180 and RMB816.8 million.
(iii) Pursuant to the loan transfer agreement regarding the French
purchaser credit loan for the project of Huaneng Luohuang
Power Plant Phase II dated 28th November, 1995 between HIPDC
and the Bank of China, the Bank of China transferred to
HIPDC loans with an aggregate amount of USD297,746,666. The
term of the loan was 16 years. The first repayment date was
21st March, 2000, and there should be 24 instalments of
payment in 12 years, with the same amount of repayment being
made each half year. The interest rate was 5.95% per annum,
the rate of the transfer handling fee was 0.35% per annum.
As at 31st March 2004, the outstanding amount of the above
loans was US180,896,874 (i.e. RMB1.46730 billion).
(iv) According to Yingkou Power Plant's balance sheet as at 31st
December 2003 audited by KPMG, Yingkou Power Plant owed to
HIPDC a short term payable of RMB1,264,651,910 and a long
term loan of RMB614,275,497. According to the Agreement for
Transfer of HIPDC Interest, upon completion, the Company
should repay the short term payable of RMB1,264,651,910 in
full (without interest) to HIPDC within two years from the
closing of the acquisition of the HIPDC Interest; while in
relation to the RMB614,275,497 long-term loan owed by
Yingkou Power Plant to HIPDC, the Company should arrange an
entrusted loan arrangement with HIPDC through China Huaneng
Finance Company, with a term of 5 years payable by equal
instalments annually at an annual interest rate as quoted by
The People's Bank of China from time to time.
3. (The terms used hereinafter shall have the same meaning as stated in
the announcement made by the Company dated 16th April, 2004)
(i) According to the RMB loan agreement entered into between
Jinggangshn Power Plant and China Huaneng Finance Company in
July 2003, Jinggangshan obtained a loan of RMB20 million
from China Huaneng Finance Company for a term from 27th
June, 2003 to 27th June, 2004 at a monthly interest rate of
3.9825%, which at the time of siging the agreement, lower
than the leading rate of The People's Bank of China. As at
31st March, 2004, the outstanding loan amount was RMB20
million.
(ii) As at 31st March, 2004, the deposit of Jinggangshan Power
Plant in China Huaneng Finance Company was RMB97.64 million.
The interest rate of the above deposit was not lower than
the then prevailing bank deposit interest rate.
(iii) As at 31st March, 2004, the deposit of Yueyang Power Plant
in China Huaneng Finance Company was RMB30.41million. The
interest rate of the above deposit was not lower than the
then prevailing bank deposit interest rate.
(iv) As at 31st March, 2004, the remaining deposit of Luohuang
Power Plant in China Huaneng Finance Company was
RMB215.02million. The interest rate of the above deposit is
not lower than the then prevailing bank deposit interest
rate.
(v) An entrusted loan agreement to be entered into between
HIPDC, China Huaneng Finance Company and Yueyang Power
Plant, pursuant to which the entrusted term loan would be
for a term from 30th September, 2003 to 30th September, 2004
at the interest rate of 5.31% per annum. As at 31st March,
2004, the outstanding amount was RMB510.86 million.
(vi) An entrusted loan agreement to be entered into between China
Huaneng Finance Company, and the Company's Yingkou Power
Plant for a term of 5 year (same amount on equal instalment)
at a rate same as the heading rate quoted by The People's
Bank of China from time to time.
4. Eligibility for attending the Extraordinary General Meeting
Holders of the Company's foreign Shares whose names appear on the HK$
Dividend foreign Shares Register and/or the US$ Dividend foreign
Shares Register maintained by Hong Kong Registrars Limited and
holders of domestic shares whose names appear on the domestic shares
register maintained by the Company at the close of business on 14th
May, 2004 are eligible to attend the Extraordinary General Meeting.
5. Proxy
(i) A member eligible to attend and vote at the Extraordinary
General Meeting is entitled to appoint, in written form, one
or more proxies to attend and vote on behalf of him. A proxy
needs not be a shareholder.
(ii) A proxy should be appointed by a written instrument signed
by the appointor or its attorney duly authorised in writing.
If the form of proxy is signed by the attorney of the
appointor, the power of attorney authorising that attorney
to sign or other authorisation document(s) shall be
notarised.
(iii) To be valid, the power of attorney or other authorisation
document(s) which have been notarised together with the
completed form of proxy must be delivered, in the case of
holders of domestic shares, to the Company and, in the case
of holders of foreign Shares, to Hong Kong Registrars
Limited, not less than 24 hours before the time designated
for holding of the Extraordinary General Meeting.
(iv) A proxy may exercise the right to vote by a show of hands or
by poll. However, if more than one proxy is appointed by a
shareholder, such proxies shall only exercise the right to
vote by poll.
6. Registration procedures for attending the Extraordinary General
Meeting
(i) A shareholder or his proxy shall produce proof of identity
when attending the meeting. If a shareholder is a legal
person, its legal representative or other persons authorised
by the board of directors or other governing body of such
shareholder may attend the Extraordinary General Meeting by
producing a copy of the resolution of the board of directors
or other governing body of such shareholder appointing such
persons to attend the meeting.
(ii) Holders of foreign Shares and domestic shares intending to
attend the Extraordinary General Meeting should return the
reply slip for attending the Extraordinary General Meeting
to the Company on or before 25th May, 2004.
(iii) Shareholders may send the above reply slip to the Company in
person, by post or by fax (Attn: The Secretary office of the
Board).
7. Closure of Register of Members
The register of members of the Company will be closed from 14th May,
2004 to 14th June, 2004 (both days inclusive).
8. Other Businesses
(i) The Extraordinary General Meeting will not last for more
than half day. Shareholders who attend shall bear their own
travelling and accommodation expenses.
(ii) The address of the share registrar for Foreign Shares of the
Company, Hong Kong Registrars Limited is at:
1901-5
19/F., Hopewell Centre
183 Queen's Road East,
Hong Kong
(iii) The registered address of the Company is at:
West Wing, Building C,
Tianyin Mansion,
2C Fuxingmennan Street,
Xicheng District,
Beijing 100031,
The People's Republic of China
Telephone No.: (+86)-10-66491999
Facsimile No.: (+86)-10-66491860
The Board comprises of:
Li Xiaopeng Gao Zongze
(Non-executive director) (Independent director)
Wang Xiaosong Zheng Jianchao
(Non-executive director) (Independent director)
Ye Daji Qian Zhongwei
(Executive director) (Independent director)
Huang Jinkai Xia Donglin
(Non-executive director) (Independent director)
Liu Jinlong
(Non-executive director)
Shan Qunying
(Non-executive director)
Yang Shengming
(Non-executive director)
Xu Zujian
(Non-executive director)