Edgar Filing: HUANENG POWER INTERNATIONAL INC

huaneng_6k.htm

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, 2009,

(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:

A circular regarding proposed amendments to the articles of association

and rules of procedures of Huaneng Power International, Inc. (the “Registrant”), made by the Registrant on April 27, 2009.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Huaneng Power International, Inc., you should at once hand this circular and the form of proxy previously sent to shareholders to the purchaser or transferee or to the bank, stockbroker 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.

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

(Stock Code: 902)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND RULES OF PROCEDURES

The Company will convene the AGM in June 2009 in Beijing, the People’s Republic of China, at which, among other things, the proposal to amend the articles of association and rules of procedures of the Company will be considered. The notice of AGM will be issued to the shareholders of the Company in due course separately. Whether or not you are able to attend the meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding such meeting.

Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or at any adjourned meetings should you so wish.

27 April, 2009

CONTENTS

Page

Definitions	1

Letter from the Board	2

Appendix — Proposed Amendments to Articles of Association and rules of procedures	5

DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the meaning set out below:

“AGM”	the 2008 annual general meeting of the Company to be held on in June 2009 in Beijing, the People’s Republic of China
“Articles of Association”	the articles of association (and its appendices) of the Company
“Board”	the board of directors of the Company
“Company”	Huaneng Power International, Inc.
“Company Law”	the Company law of the PRC
“Directors”	the directors of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China
“Proposed Amendments”	the proposed amendments to the Articles of Association and rules of procedures of the Company as set out in the appendix to this circular
“Share(s)”	the H Shares and Domestic Shares of the Company
“Shareholders”	holders of Shares

LETTER FROM THE BOARD

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

(Stock Code: 902)

Directors: Cao Peixi Huang Long Wu Dawei Huang Jian Liu Guoyue Fan Xiaxia Shan Qunying Xu Zujian Huang Mingyuan Liu Shuyuan	Legal Address: West Wing, Building C Tianyin Mansion No. 2C Fuxingmennan Street Xicheng District Beijing 100031 The PRC
Independent Directors: Liu Jipeng Yu Ning Shao Shiwei Zheng Jianchao Wu Liansheng
	27 April, 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND

RULES OF PROCEDURES

On 31 March, 2009, the Board convened a meeting at which it was resolved, among other things, to amend the Articles of Association and rules of procdures of the Company.

I. PROPOSED AMENDMENTS

In line with the recent changes brought about by the “Decision on amending certain stipulations regarding the cash dividend of listed companies” (關於修改上市公司現金分紅若干規定的決定) and “Notice on preparation of the 2008 financial report for listed companies” (關於做好上市公司2008年年度報告工作的通知) (collectively the “Notice”) and having regard to certain current provisions contained in the Company Law, the Guidelines on the Articles of Association for companies listed in the PRC (上市公司章程指引) and the Rules of Procedure of shareholders’ meetings for Listed Companies (collectively the “Guidelines”) in conjunction with the business development and actual situation of the Company, the Board proposes to make certain amendments to the Articles of Association and rules of procedures of the Company.

The full terms of the Proposed Amendments are set out in the Appendix to this circular. The Proposed Amendments have the effect of (1) clarifying the dividend distribution policy of the Company by including (but not limited to) a preferred consideration of profit distribution by way of cash dividend pursuant to the provisions of the Notices. The Company may implement interim cash dividend as it deems appropriate; (2) conforming the Articles of Association to certain current provisions contained in the Company Law and the Guidelines in conjunction with, where applicable, the

business development or actual situation of the Company with respect to the investment limitation; transfer of shares by shareholders; requirements for newspaper publication on reduction in share capital, merger or division of the Company; time requirement for changing the register of members as a result of transfer of shares prior to the date of a shareholders’ general meeting, or prior to the record date for distribution of dividends; definition of controlling shareholder(s); rights of shareholders’ general meeting to elect or replace directors who are not elected as employees’ representatives; events for convening extraordinary general meetings, proposing new motions at general meetings, extraordinary general meetings; notice period for convening regular meetings for the board of directors or extraordinary meetings for the board of directors; related issues relating to liquidation, etc.; and (3) conforming the Articles of Association to the business development or actual situation of the Company with respect to the PRC authority for giving effect to the Articles of Association; the business scope by including production and supply of thermal heat; and the number of vice-chairmen for the Company.

According to the Articles of Association and the relevant laws and regulations, the Proposed Amendments are subject to the approval of the shareholders of the Company by way of a special resolution at the AGM. Further, the Proposed Amendments will become effective after the relevant procedures for the approval and/or registration or filing in the PRC have been completed.

The Articles of Association are written in Chinese and there is no official English translation in respect thereof. 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.

The Directors consider that the Proposed Amendments are consistent with, and necessary for, the business development of the Company and are in the best interests of the Company and its shareholders. Advice has been obtained from independent legal advisors that these provisions comply with the PRC, Hong Kong legal as well as Listing Rules requriements.

II. RECOMMENDATION

The Directors consider that the Proposed Amendments are consistent with, and necessary for, the business development of the Company and are in the best interests of the Company and its shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution at the AGM.

III. AGM

The AGM will be convened in June 2009 in Beijing, the PRC, at which, among other things the Proposed Amendment will be considered. Notice of the AGM, together with the relevant reply slip and proxy form, will be issued to the Shareholders in due course separately. Whether or not you intend to attend the meeting in person, you are requested to complete and return the reply slip and the proxy form in accordance with the instructions printed thereon. The proxy form should be completed and returned to the Company’s H Share Registrar, Hong Kong Registrars Limited, at Rooms 1806-07, Hopewell Centre, 183 Queen’s Road East, Hong Kong or the registered office of the Company in accordance with the instructions printed thereon as soon as practicable and in any event by not later than 24 hours before the time appointed for the holding of the AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM should you so wish.

Yours faithfully,

For and on behalf of

Huaneng Power International, Inc.

Huang Long

Vice Chairman

APPENDIX	PROPOSED AMENDMENTS TO ARTICLES
	OF ASSOCIATION AND RULES OF PROCEDURES

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. To be consistent with, and necessary for, the business development of the Company, Articles 6, 10 and 88 of the Articles of Association were proposed to be amended as follows:

1.1 The current Article 6 of the Articles of Association reads:

“These Articles of Association shall be effective upon approval from the shareholders´ meeting and the examination and approval departments authorised by the State Council. Beginning from the effective date of these Articles of Association, the original Articles of Association shall be substituted by these Articles of Association which shall constitute a legally binding document for purpose of regulating the organisation and activities of the Company, and governing the rights and obligations between the Company and its shareholders and among the shareholders.”

It is hereby proposed to be amended as follows:

“These Articles of Association shall be effective upon approval from the shareholders´ meeting and the relevant department(s) of the State having the power to examine and approve these Articles of Association. Beginning from the effective date of these Articles of Association, the original Articles of Association shall be substituted by these Articles of Association which shall constitute a legally binding document for purpose of regulating the organisation and activities of the Company, and governing the rights and obligations between the Company and its shareholders and among the shareholders.”

1.2 The current Article 10 of the Articles of Association reads:

“The scope of business of the Company (subject to the approved projects specified by the company registration authority): investment in construction, operation and management of power plants; development, investment and operation of other relevant enterprises, the principal business of which is power plant related export business.”

It is hereby proposed to be amended as follows:

1.3 The current Article 88 of the Articles of Association reads:

“The Company shall have a board of directors which shall consist of fifteen (15) directors, with more than one-half (1/2) of the directors shall be appointed externally. The board of directors shall have one (1) Chairman and two (2) Vice Chairmen.

The board of directors shall consist of the Strategic Committee, the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee, whose members shall be formed from by the directors. The Audit Committee, the Nominatioin Committee and the Remuneration and Appraisal Committee shall each comprise more than one-half (1/2) of the independent directors who will also be the convenors.”

It is hereby proposed to be amended as follows:

The board of directors shall consist of the Strategic Committee, the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee, whose members shall be formed from the directors. The Audit Committee, the Nomination Committee and the Remuneration and Appraisal Committee shall each comprise more than one-half (1/2) of the independent directors who will also be the convenors.”

2. Pursuant to the Company Law, Articles 8, 22, 23, 37, 47, 49, 52, 54, 147, 168, 169, 174 and 176 of the Articles of Association were proposed to be amended as follows:

2.1 The current Article 8 of the Articles of Association reads:

“The Company may invest in other limited liability companies or joint-stock companies. The Company’s liability towards a company in which it has an investment shall be limited to the amount of its capital contribution to such invested company.”

It is hereby proposed to be amended as follows:

“The Company may invest in other enterprises. However, the Company shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprise it invests in, unless it is otherwise provided for by any law.”

2.2 The current Article 22 of the Articles of Association reads:

“Shares held by shareholders shall be freely transferable according to laws.

(1) Shares held by promoters of the Company shall not be transferable within three (3) years from the date of establishment of the Company.

(2) Where a shareholder intends to transfer his/her shares, he/she must transfer the shares on a lawfully established stock exchange.

(3) The transfer of any registered shares shall be recorded in the members’ register by the Company with the name of the transferee or entity and address.

(4) Shareholders on account of his/her registered shares being stolen, lost or misplaced can apply to the People’s court to declare those shares to be invalid by way of announcement pursuant to the civil litigation procedures.

Pursuant to the announcement procedure and having the People’s court declared those shares to be invalid, shareholders can apply to the Company for a replacement share certificate.”

It is hereby proposed to be amended as follows:

“Shares held by shareholders shall be freely transferable according to laws.

(1) Shares held by promoters of the Company shall not be transferable within the first year from the date of establishment of the Company.

(2) Where a shareholder intends to transfer his/her shares, he/she must transfer the shares on a lawfully established stock exchange or by any other means as prescribed by the State Council.

(3) The transfer of any registered shares shall be recorded in the members’ register by the Company with the name of the transferee or entity and address.

Pursuant to the announcement procedure and having the People’s court declared those shares to be invalid, shareholders can apply to the Company for a replacement share certificate.”

2.3 The current Article 23 of the Articles of Association reads:

“In accordance with the provisions of the Company’s Articles of Association, the Company may reduce its registered capital.

The Company shall prepare a balance sheet and a list of inventory of assets when reducing its registered capital.

The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution for reduction of

capital and shall publish a newspaper announcement at least three (3) times within thirty (30) days of the date of such resolution. A creditor shall have the right within thirty (30) days of receipt of the notice from the Company, or within ninety (90) days of the date of the first newspaper announcement for a creditor who does not receive such notice, to demand the Company to repay its debts or to provide an appropriate guarantee for repayment of such debts.

The Company’s registered capital must not, upon the reduction of capital, be less than the minimum amount required by laws.”

It is hereby proposed to be amended as follows:

“In accordance with the provisions of the Company’s Articles of Association, the Company may reduce its registered capital.

The Company shall prepare a balance sheet and a list of inventory of assets when reducing its registered capital.

The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution for reduction of capital and shall publish a newspaper announcement within thirty (30) days of the date of such resolution. A creditor shall have the right within thirty (30) days of receipt of the notice from the Company, or within forty five (45) days of the date of the newspaper announcement for a creditor who does not receive such notice, to demand the Company to repay its debts or to provide an appropriate guarantee for such debts.

The Company’s registered capital must not, upon the reduction of capital, be less than the minimum amount required by laws.”

2.4 The current Article 37 of the Articles of Association reads:

“No change as a result of transfer of shares shall be made in the register of members within thirty (30) days prior to the date of a shareholders’ general meeting, or within five (5) days prior to the record date for the Company’s distribution of dividends.”

It is hereby proposed to be amended as follows:

“No change as a result of transfer of shares shall be made in the register of members within twenty (20) days prior to the date of a shareholders’ general meeting, or within five (5) days prior to the record date for the Company’s distribution of dividends.”

2.5 The current Article 47 of the Articles of Association reads:

“A controlling shareholder referred to in the above Article shall mean a person who meets any of the following conditions:

(1) he, either acting alone or in concert with others, has the power to elect more than half of the members of the board of directors;

(2) he, either acting alone or in concert with others, has the power to exercise or to control the exercise of 30% or more of the voting rights in the Company;

(3) he, either acting alone or in concert with others, holds 30% or more of the issued shares of the Company; or

(4) he, either acting alone or in concert with others, de facto controls the Company in any other manner.”

It is hereby proposed to be amended as follows:

“A controlling shareholder referred to in the above Article shall mean a shareholder whose capital contribution occupies 50% or more of the total capital of the Company, or a shareholder whose shares occupy 50% or more of the total issued share capital of the Company, or a shareholder the proportion of its capital contribution or shares is less than 50% but the voting right attached to its capital contribution or the shares is significant to the extent that such shareholder may exert significant influence over the shareholders´ general meeting or the resolution of the shareholders´ general meeting.”

2.6 The current Article 49 of the Articles of Association reads:

“The shareholders’ general meeting shall have the following functions and powers:

(1) to decide on the Company’s operational policies and its investment plans;

(2) to elect and replace directors and to decide on matters concerning their remuneration;

(3) to elect and replace supervisors who are not elected as employees’ representatives and to decide on matters relating to their remuneration;

(4) to examine and approve reports of the board of directors;

(5) to examine and approve reports by the supervisory committee;

(6) to examine and approve the Company’s proposed annual budgets and final financial accounts;

(7) to examine and approve the Company’s profit distribution and loss recovery plans;

(8) to decide on the increase or reduction of the Company’s registered capital;

(9) to decide on such matters as mergers, division, dissolution, liquidation or change in the formation of the Company;

(10) to decide on the issuance of debentures by the Company;

(11) to decide on the engagement, dismissal and non-reappointment of the Company’s accountancy firm;

(12) to amend the Articles of Association of the Company;

(13) to approve and amend the rules of procedures for the shareholders’ meeting of the Company;

(14) to consider any motions raised by the supervisory committee or shareholder(s) holding 5% or more of the voting shares of the Company;

(15) to decide on matters relating to external guarantee of the Company;

(16) to consider the change of use of funds raised;

(17) to consider the share appreciation scheme(s);

(18) any other matters to be decided by resolutions at the shareholders’ meeting as prescribed by the laws, administrative measures and the Articles of Association of the Company.

For matters to be decided at shareholders’ general meeting as prescribed by the laws, administrative measures and the Articles of Association, such matters have to be considered at shareholders’ general meeting so as to ensure that the shareholders of the Company have a right to decide over those matters. When it is deemed necessary and reasonable, in relation to resolutions that have been made but their relevant specific matters cannot be decided upon during the shareholders’ general meeting, the shareholders’ general meeting may authorise the board of directors to deside upon such matters within the scope of authorisation of the shareholders’ general meeting.

In relation to the authorisation given by the shareholders’ general meeting to the board of directors, if the resolution concerned is an ordinary resolution, then the authorisation has to be given by one-half (1/2) or more of the attending shareholders (including their proxies) having the voting rights. If the resolutioin concerned is a special resolution, then the authorisation has to be given by two-third (2/3) or more of the attending shareholders (including their proxies) having the voting rights. The contents of the authorisation have to be clear and in concrete terms.”

It is hereby proposed to be amended as follows:

”The shareholders’ general meeting shall have the following functions and powers:

(1) to decide on the Company’s operational policies and its investment plans;

(2) to elect and replace directors who are not elected as employees’ representatives and to decide on matters concerning their remuneration;