form6-k.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 2014

(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.
Huaneng Building,
6 Fuxingmennei Street,
Xicheng District,
Beijing, 100031 PRC
 

 
 

 

 
This Form 6-K consists of:

1.     An announcement regarding 2014 first quarterly results of Huaneng Power International, Inc. (the “Registrant”); and
2.     An announcement regarding connected transactions of the Registrant;

Each made by the Registrant on April 23, 2014.
 

 
 

 

Document 1
 
 
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.
 
(a sino-foreign joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 902)
 
 
FIRST QUARTERLY REPORT OF 2014

 
Pursuant to the regulations of the China Securities Regulatory Commission, the Company is required to publish a quarterly report for each of the first and third quarters.
 
All financial information set out in this quarterly report is unaudited and prepared in accordance with the PRC Accounting Standards (“PRC GAAP”).
 
This announcement is made by the Company pursuant to Rule 13.09 and Rules 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).
 
 
 
1.
IMPORTANT NOTICE
 

 
1.1
The board of directors and the supervisory committee of Huaneng Power International, Inc. (the “Company”, “Huaneng Power International”) together with the members thereof and the senior management warrant that the information contained in this report does not contain any false statements, misleading representations or material omissions. All of them jointly and severally accept responsibility as to the truthfulness, accuracy and completeness of the content of this report.

 
1.2
All financial information set out in this quarterly report is unaudited and prepared in accordance with the PRC GAAP.


 
-- 1 --

 

 
1.3
Mr. Cao Peixi (Chairman), Ms. Zhou Hui (person in charge of accounting function) and Mr. Huang Lixin (person in charge of the Accounting Department) warrant the truthfulness, accuracy and completeness of the content of the first quarterly report of 2014.

 
1.4
This announcement is made by the Company pursuant to Rule 13.09 and Rules 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).
 

 
2.
COMPANY PROFILE
 

 
2.1
Major financial information and financial indicators (PRC GAAP) (unaudited)

(Amounts: In RMB Yuan)
 
   
End of current reporting period
   
End of last year
   
Variance from end of last year
(%)
 
                   
Total assets
    259,747,520,520       260,274,853,102       (0.20 )
 
Owners’ equity (Shareholders’ equity) attributable to shareholders of the Company
    65,743,668,887       61,747,779,816       6.47  
 
Net assets per share attributable to shareholders of the Company
    4.68       4.39       6.61  
 

 
-- 2 --

 


         
From the beginning of the year to the end of current reporting period
   
Variance from equivalent period of last year
(%)
 
                   
 
Net cash flows generated from operating activities
          7,036,594,905       (32.93 )
 
Net cash flows generated from operating activities per share
          0.50       (33.33 )
                       
   
Current reporting period
   
From the beginning
of the year to the end of current reporting period
   
Variance from equivalent period of last year
(%)
 
                       
 
Net profit attributable to shareholders of the Company
    3,682,793,355       3,682,793,355       44.22  
 
Basic earnings per share
    0.26       0.26       44.44  
 
Basic earnings per share after deducting non-recurring items
    0.23       0.23       27.78  
 
Diluted earnings per share
    0.26       0.26       44.44  
 
Return on net assets (weighted average) (%)
    5.78       5.78    
Increase by 1.28 percentage points
 
 
Return on net assets after deducting non-recurring items (weighted average) (%)
    5.07       5.07    
Increase by 0.50 percentage points
 
 


 
-- 3 --

 

 
Deducting non-recurring items and amounts:
 
(Amounts: In RMB Yuan)
Items
 
Total amount from the beginning of the year to the end of current reporting period
   
 
Gains from disposal of non-current assets
 
209,814
 
Government grant recorded in income statement, excluding government grant closely related to the Company’s business and calculated according to national unified standards
 
556,533,076
 
Gains from the changes in fair value from held-for-trading financial assets, held-for-trading financial liabilities other than those hedging instruments relating to normal business, and investment income from disposal of held-for-trading financial assets, held-for-trading financial liabilities and available-for-sale financial assets
 
647,035
 
Other non-operating income and expenses excluding the above items
 
(6,958,060)
 
Other non-recurring items
 
54,022,768
 
Tax impact of non-recurring items
 
(146,317,744)
 
Impact of non-controlling interests, net of tax
 
(11,497,403)
   
 
Total
 
446,639,486
 
 
 
-- 4 --

 
 
 
 
2.2
Total number of shareholders, shareholding of ten largest holders of shares and shareholding of top ten holders who are not subject to any selling restrictions
 
Unit: share
 
 
 
Total number of shareholders
 
 
117,950 (including 117,378 holders of A shares, 450 holders of H shares, 122 holders of ADRs)
 
 
Top ten holders of shares
Name of shareholder
Type of shareholder
Shareholding (%)
Number of shares
Number of shares with selling restrictions
Number of
shares subject
to pledge
or lock up
 
Huaneng International Power Development Corporation
Stated-owned entity
36.05
5,066,662,118
0
Nil
HKSCC Nominees Limited
Foreign entity
20.85
2,930,212,857
0
Nil
China Huaneng Group *
Stated-owned entity
11.11
1,561,371,213
0
Nil
 
Hebei Construction & Investment Group Co., Ltd.
Stated-owned entity
4.29
603,000,000
0
Nil
 
China Hua Neng Group Hong Kong Limited
Foreign entity
3.36
472,000,000
0
Nil
 
Jiangsu Provincial Investment & Management Limited Liability Company
Stated-owned entity
2.96
416,500,000
0
Nil
Liaoning Energy Investment (Group) Limited Liability Company
Stated-owned entity
2.77
389,869,522
0
Nil
Fujian Investment Development Group Limited Liability Company
Stated-owned entity
2.66
374,467,500
0
Nil
 
Dalian Municipal Construction Investment Company Limited
Stated-owned entity
2.15
301,500,000
0
 
Pledged: 265,750,000
HSBC Nominees (Hong Kong) Limited
Foreign entity
1.11
156,305,840
0
Nil
 
 
 
-- 5 --

 

 
 
Top ten holders of shares in circulation without any selling restrictions
Name of shareholder(full name)
 
Number of shares in circulation without any selling restrictions as at the end of the reporting period
Type of shares
 
Huaneng International Power Development Corporation
 
5,066,662,118
 
RMB denominated ordinary shares
 
HKSCC Nominees Limited
 
2,930,212,857
 
Overseas listed foreign invested shares
 
China Huaneng Group*
 
1,561,371,213
 
RMB denominated ordinary shares
 
Hebei Construction & Investment Group Co., Ltd.
 
603,000,000
 
RMB denominated ordinary shares
 
China Hua Neng Group Hong Kong Limited
 
472,000,000
 
Overseas listed foreign invested shares
 
Jiangsu Provincial Investment & Management Limited Liability Company
 
416,500,000
 
RMB denominated ordinary shares
 
Liaoning Energy Investment (Group) Limited Liability Company
 
389,869,522
 
RMB denominated ordinary shares
 
Fujian Investment Development Group Limited Liability Company
 
374,467,500
 
RMB denominated ordinary shares
 
Dalian Municipal Construction Investment Company Limited
 
301,500,000
 
RMB denominated ordinary shares
 
HSBC Nominees (Hong Kong) Limited
 
156,305,840
 
Overseas listed foreign invested shares
 
Details relating to the connected relationship of the above shareholders or the parties acting in concert
 
Among the above shareholders, China Huaneng Group, Huaneng International Power Development Corporation and China Hua Neng Group Hong Kong Limited are regarded as parties acting in concert under the “Management Rules on Acquisition of Listing Companies”. The Company is not aware of any connected relationship among other shareholders.

 
 
*
The total number of shares held by China Huaneng Group includes the 6,246,664 shares held by Huaneng Capital Services Company Limited.
 


 
-- 6 --

 
 
 
 
3.
SIGNIFICANT EVENTS
 
 
3.1
Disclosure as to, and reasons for, material changes in accounting items and financial indices of the Company
 
T Applicable £ Not Applicable
 
Comparing the consolidated balance sheet of 31 March 2014 and 31 December 2013, the consolidated income statement for the three months ended 31 March 2014 and 2013 and the consolidated cash flow statement for the three months ended 31 March 2014 and 2013, the items with material changes are as below:
 
 
a.
Consolidated balance sheet items
 
Amounts: In RMB Yuan

 
Items
 
31 March 2014
   
31 December 2013
   
Variance
   
%
 
                         
 
Notes receivable (1)
    1,098,921,987       755,331,124       343,590,863       45.49  
 
Advances to suppliers (2)
    982,366,888       434,952,980       547,413,908       125.86  
 
Taxes payable (3)
    947,856,228       409,847,260       538,008,968       131.27  
 
Other current liabilities (4)
    10,541,309,612       15,565,626,305       (5,024,316,693 )     (32.28 )
 
Currency translation differences (5)
    (419,886,448 )     (817,242,939 )     397,356,491       (48.62 )



 
-- 7 --

 


 
 
b.
Consolidated income statement items
 
Amounts: In RMB Yuan, Except Per Share Data

 
Items
 
For the three months ended 31 March 2014
   
For the three months ended 31 March 2013
   
Variance
   
%
 
                         
 
Investment income(1)
    255,485,415       105,677,401       149,808,014       141.76  
 
Profit before tax (2)
    6,065,717,706       4,365,757,493       1,699,960,213       38.94  
 
Net profit (3)
    4,563,753,288       3,290,254,439       1,273,498,849       38.71  
 
Net profit attributable to shareholders of the Company (4)
    3,682,793,355       2,553,658,195       1,129,135,160       44.22  
 
Basic earnings per share (expressed in RMB per share) (5)
    0.26       0.18       0.08       44.44  
 
 
 
c.
Consolidated cash flow statement items
 
Amounts: In RMB Yuan

 
Items
 
For the three months ended 31 March 2014
   
For the three months ended 31 March 2013
   
Variance
   
%
 
                         
Net cash flows generated from operating activities (1)
    7,036,594,905       10,491,749,914       3,455,155,009       (32.93 )
 
Fluctuation analysis of the consolidated balance sheet items:
 
 
(1)
Notes receivable of the Company and its subsidiaries as at the end of the period increased by 45.49% compared with the beginning of the period, mainly due to the increase in transactions settled with bank acceptance notes between the Company and its subsidiaries and the grid companies.

 
(2)
Advances to suppliers of the Company and its subsidiaries as at the end of the period increased by 125.86% compared with the beginning of the period, mainly due to the increase in prepayments for fuel purchase during this period.
 
 
 
-- 8 --

 


 
 
(3)
Taxes payable of the Company and its subsidiaries as at the end of the period increased by 131.27% compared with the beginning of the period, mainly due to the increase of income tax payable caused by the increased profit and decrease of deductible input value-added tax caused by decreased fuel purchase price.

 
(4)
Other current liabilities of the Company and its subsidiaries as at the end of the period decreased by 32.28% compared with the beginning of the period, mainly due to the repayment of the Company’s short-term bond.

 
(5)
Currency translation differences of the Company and its subsidiaries as at the end of the period decreased by 48.62%, compared with the beginning of the period, mainly due to appreciation of Singapore dollar against RMB.

Fluctuation analysis of the consolidated income statement items:

 
(1)
Investment income for the reporting period increased by 141.76% compared with the same period of last year, mainly due to increase in profit of the associates and joint ventures of the Company and its subsidiaries.

 
(2)
Profit before tax of the Company and its subsidiaries increased by 38.94% compared with the same period of last year, mainly due to the decrease in domestic coal market price and increase in power generation.

 
(3)
Net profit of the Company and its subsidiaries increased by 38.71% compared with the same period of last year, mainly due to the decrease in domestic coal market price and increase in power generation.

 
(4)
Net profit attributable to shareholders of the Company increased by 44.22% compared with the same period of last year, mainly due to the increase of profit of the Company and its subsidiaries.

 
(5)
Basic earnings per share increased by 44.44% compared with the same period of last year, mainly due to the increase of profit of the Company and its subsidiaries.

Fluctuation analysis of the consolidated cash flow statement items:

 
(1)
Net cash flows generated from operating activities of the Company and its subsidiaries decreased by 32.93% compared with the same period of last year, mainly due to the increase in payments for fuel and materials.

 
 
-- 9 --

 

 
 
3.2
The progress on significant events and their impact as well as the analysis and explanations for their solutions

 
£ Applicable T Not Applicable
 

 
3.3
Status of performance of undertakings given by the Company, shareholders and de facto controller
 

T Applicable £ Not Applicable

 
Background
Type (s) of Undertakings
Covenantor
Details of the Undertaking
Time and duration of undertaking
Expiration period
 
Has the implementation been timely performed
Undertaking relevant to the initial public issuance
To resolve business competition
Huaneng International Power Development Corporation (“HIPDC”)
In disposing of power plant(s) by HIPDC, the Company has a right of first refusal in whether  to acquire such power plant(s). In developing coal-fired power plants having capacity of more than 300 MW , the Company will be the only developer under the terms and conditions of the relevant restructuring agreement. With respect to power plants having capacity that fall below 300 MW or other power plants, unless the Company indicates in writing that it has no intention to develop, otherwise the development right should belong to the Company. HIPDC at the same time indicates that with regard to the power development business it engages within China, it will not compete with the Company’s business.
This undertaking shall be subsisting and being performed
No
Yes
To resolve business competition
China Huaneng Group
The Company has a right of first refusal in the power assets, equity interest and power development projects to be transferred by Huaneng Group
This undertaking shall be subsisting and being performed
No
Yes



 
-- 10 --

 

 
Background
Type (s) of Undertakings
Covenantor
Details of the Undertaking
Time and duration of undertaking
Expiration period
 
Has the implementation been timely performed
Other undertaking
To resolve business competition
China Huaneng Group
For further avoidance of business competition with Huaneng Power International, Huaneng Group on 17 September 2010 further undertook to Huaneng Power International that it shall treat Huaneng Power International as the only platform for integrating the conventional energy business of Huaneng Group; with respect to the conventional energy business assets of Huaneng Group located in Shandong Province, Huaneng Group undertook that it would take approximately 5 years to improve the profitability of such assets and when the terms become appropriate, it would inject those assets into Huaneng Power International. Huaneng Power International has a right of first refusal to acquire from Huaneng Group the newly developed, acquired or invested projects which are engaged in the conventional energy business of Huaneng Group located in Shandong Province; with respect to the other non-listed conventional energy business assets of Huaneng Group located in other provincial administrative regions, Huaneng Group undertakes that it would take approximately 5 years and upon such assets meeting the conditions for listing, it would inject such assets into Huaneng Power International in order to support the sustainable, stable development of Huaneng Power International; Huaneng Group would continue to perform each of its undertakings to support the development of its subordinated listed companies.
Time of undertaking: 17 September 2010.Duration of undertaking: 5 years
Yes


 
-- 11 --

 

 
3.4
Disclosure as to, and reasons for, the warning in respect of forecast of a probable loss in respect of the accumulated net profit from the beginning of the financial year to the end of the next reporting period or any significant changes in profit as compared with that of the corresponding period of last year
 
£ Applicable T Not Applicable
 

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

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

Cao Peixi
Shao Shiwei
(Executive Director)
(Independent Non-executive Director)
Huang Long
Wu Liansheng
(Non-executive Director)
(Independent Non-executive Director)
Li Shiqi
Li Zhensheng
(Non-executive Director)
(Independent Non-executive Director)
Huang Jian
Qi Yudong
(Non-executive Director)
(Independent Non-executive Director)
Liu Guoyue
Zhang Shouwen
(Executive Director)
(Independent Non-executive Director)
Fan Xiaxia
 
(Executive Director)
 
Shan Qunying
 
(Non-executive Director)
 
Guo Hongbo
 
(Non-executive Director)
 
Xu Zujian
 
(Non-executive Director)
 
Xie Rongxing
 
(Non-executive Director)
 

Beijing, the PRC 23 April 2014
 

 
-- 12 --

 


 
APPENDIX

HUANENG POWER INTERNATIONAL, INC.
 
UNAUDITED CONSOLIDATED AND THE COMPANY BALANCE SHEETS (PRC GAAP)
 
AS AT 31 MARCH 2014
Amounts: In RMB Yuan

ASSETS
 
31 March
2014
Consolidated
   
31 December
2013
Consolidated
   
31 March
2014
The Company
   
31 December
2013
The Company
 
                         
 
CURRENT ASSETS
                       
 
Cash
    9,233,213,841       9,433,385,354       3,805,162,555       5,219,423,798  
 
Derivative financial assets
    37,192,394       91,727,309              
 
Notes receivable
    1,098,921,987       755,331,124       174,981,764       208,981,764  
 
Accounts receivable
    14,038,854,605       14,806,790,255       5,996,001,927       6,350,771,102  
 
Advances to suppliers
    982,366,888       434,952,980       543,632,779       276,731,166  
 
Interest receivable
    1,976,437       69,592       64,595,036       168,345,255  
 
Dividends receivable
    150,000,000       150,000,000       392,727,646       392,727,646  
 
Other receivables
    932,512,157       793,638,460       1,308,630,598       1,228,722,367  
 
Inventories
    6,259,910,283       6,469,025,605       2,504,935,697       2,323,872,715  
 
Current portion of non-current assets
    14,483,044       13,842,239       700,000,000       700,000,000  
 
Other current assets
    33,655,642       17,291,588       25,833,804,041       26,262,022,146  
 
Assets held for sale
          557,670,940             750,531,685  
                                 
Total current assets
    32,783,087,278       33,523,725,446       41,324,472,043       43,882,129,644  



 
-- 13 --

 

 
ASSETS
 
31 March
2014
Consolidated
   
31 December
2013
Consolidated
   
31 March
2014
The Company
   
31 December
2013
The Company
 
                         
 
NON-CURRENT ASSETS
                       
 
Available-for-sale financial assets
    1,486,119,758       1,627,777,620       1,486,119,758       1,627,777,620  
 
Derivative financial assets
    5,137,474       14,244,607              
 
Long-term receivables
    741,451,514       726,213,773              
 
Long-term equity investment
    18,242,018,003       17,951,940,432       54,758,243,930       53,980,537,873  
 
Fixed assets
    158,851,741,105       160,926,056,252       60,765,540,609       61,588,072,661  
 
Fixed assets pending for disposal
    62,415,800       58,603,045       102,844       102,844  
 
Construction-in-progress
    20,994,005,656       18,877,532,566       4,756,449,354       4,154,777,417  
 
Construction materials
    2,339,661,129       2,678,280,448       1,004,478,324       1,142,109,312  
 
Intangible assets
    10,447,124,970       10,350,136,456       1,761,230,158       1,772,896,201  
 
Goodwill
    12,434,969,568       12,180,956,875              
 
Long-term deferred expenses
    160,237,771       150,244,710       15,629,058       17,477,362  
 
Deferred income tax assets
    702,970,494       762,560,872       427,972,760       476,673,767  
 
Other non-current assets
    496,580,000       446,580,000       1,796,833,000       1,796,833,000  
                                 
Total non-current assets
    226,964,433,242       226,751,127,656       126,772,599,795       126,557,258,057  
                                 
TOTAL ASSETS
    259,747,520,520       260,274,853,102       168,097,071,838       170,439,387,701  

 
-- 14 --

 
 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
31 March 2014 Consolidated
   
31 December 2013 Consolidated
   
31 March 2014 The Company
   
31 December 2013 The Company
 
                         
 
CURRENT LIABILITIES
                       
 
Short-term loans
    40,461,102,000       37,937,046,246       33,540,000,000       31,490,000,000  
 
Derivative financial liabilities
    48,390,962       43,591,308              
 
Notes payable
    80,933,148       103,385,199              
 
Accounts payable
    10,139,628,293       12,174,486,464       4,438,153,461       5,952,032,169  
 
Advance from customers
    48,149,948       147,799,211       7,666,936       102,233,815  
 
Salary and welfare payables
    201,584,484       188,837,308       76,253,706       68,776,172  
 
Taxes payable
    947,856,228       409,847,260       978,170,603       661,649,662  
 
Interest payables
    1,051,043,624       1,047,409,617       965,444,970       856,647,312  
 
Dividends payable
    163,270,103       166,270,103              
 
Other payables
    9,121,975,105       10,677,357,133       2,915,055,282       3,540,908,441  
 
Current portion of non-current liabilities
    20,013,709,564       18,487,606,360       15,855,409,984       14,346,426,508  
 
Provision
    196,921,902       182,188,394              
 
Other current liabilities
    10,541,309,612       15,565,626,305       10,391,865,560       15,321,796,645  
 
Liabilities held for sale
          51,172,277              
                                 
 
Total current liabilities
    93,015,874,973       97,182,623,185       69,168,020,502       72,340,470,724  
 
 
NON-CURRENT LIABILITIES
 
Long-term loans
    58,974,008,226       60,513,671,227       15,154,942,617       16,604,712,061  
 
Derivative financial liabilities
    343,892,679       383,405,105       112,672,149       116,568,417  
 
Bonds payable
    23,736,984,855       23,726,550,054       23,736,984,855       23,726,550,054  
 
Long-term payables
    223,576,995       208,820,395              
 
Specific accounts payable
    53,437,815       51,468,800       32,216,258       30,247,242  
 
Deferred income tax liabilities
    1,825,018,919       1,788,922,254              
 
Other non-current liabilities
    2,394,956,324       2,374,773,512       2,003,794,111       2,045,488,560  
                                 
 
Total non-current liabilities
    87,551,875,813       89,047,611,347       41,040,609,990       42,523,566,334  
                                 
 
TOTAL LIABILITIES
    180,567,750,786       186,230,234,532       110,208,630,492       114,864,037,058  



 
-- 15 --

 
 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
31 March
2014
Consolidated
   
31 December
2013
Consolidated
   
31 March
2014
The Company
   
31 December
2013
The Company
 
                         
 
SHAREHOLDERS’ EQUITY
                       
 
Share capital
    14,055,383,440       14,055,383,440       14,055,383,440       14,055,383,440  
 
Capital surplus
    16,580,140,989       16,662,521,932       14,873,961,432       14,977,282,627  
 
Special reserves
    43,926,537       45,806,369       41,568,392       41,568,392  
 
Surplus reserves
    7,131,699,685       7,131,699,685       7,131,699,685       7,131,699,685  
 
Undistributed profits
    28,352,404,684       24,669,611,329       21,785,828,397       19,369,416,499  
 
Currency translation differences
    (419,886,448 )     (817,242,939 )            
                                 
 
Shareholders’ equity attributable to shareholders of the Company
      65,743,668,887         61,747,779,816         57,888,441,346         55,575,350,643  
 
Non-controlling interests
    13,436,100,847       12,296,838,754       ——       ——  
                                 
 
Total shareholders’ equity
    79,179,769,734       74,044,618,570       57,888,441,346       55,575,350,643  
                                 
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    259,747,520,520       260,274,853,102       168,097,071,838       170,439,387,701  

 
 
Legal representative:
 
Person in charge of
accounting function:
 
Person in charge of
accounting department:
 
Cao Peixi
 
Zhou Hui
 
Huang Lixin


 
-- 16 --

 

 
 
HUANENG POWER INTERNATIONAL, INC.
 
UNAUDITEDCONSOLIDATED AND THE COMPANY INCOME STATEMENTS (PRC GAAP)
 
FOR THE FIRST QUARTER ENDED 31 MARCH, 20
Amounts: In RMB Yuan, Except Per Share Data
 

 
 
For the quarter ended 31 March,
2014
Consolidated
 
 
For the quarter ended 31 March,
2013
Consolidated
 
 
For the quarter ended 31 March,
2014
The Company
 
 
For the quarter ended 31 March,
2013
The Company
               
Operating revenue
32,825,134,731
 
32,136,095,981
 
13,916,696,608
 
13,434,079,070
 
Less:
 
Operating cost
 
24,708,031,033
 
 
24,944,125,479
 
 
9,932,505,373
 
 
9,888,180,360
 
 
Tax and levies on operations
 
246,262,687
 
 
252,014,569
 
 
121,246,703
 
 
123,768,699
 
 
Selling expenses
 
1,103,595
 
 
5,088,261
 
 
 
 
 
 
General and administrative expenses
 
769,212,430
 
 
773,508,955
 
 
491,177,138
 
 
469,065,773
 
 
Financial expenses
 
1,847,219,982
 
 
1,933,834,614
 
 
1,317,393,367
 
 
1,257,142,951
 
 
Asset impairment loss
 
(59,497)
 
 
(375,576)
 
 
(20,249)
 
 
(2,701)
 
Add:
Income (loss) on fair value changes of financial assets/liabilities
 
 
7,082,960
 
 
 
(1,413,183)
 
 
 
 
 
 
 
 
Investment income
 
255,485,415
 
 
105,677,401
 
 
704,969,249
 
 
480,837,055
 
 
Including: Investment income from associates and joint ventures
207,898,571
 
98,244,543
 
142,867,057
 
97,912,059
               
Operating profit
 
 
5,515,932,876
 
 
 
4,332,163,897
 
 
 
2,759,363,525
 
 
 
2,176,761,043
 
Add:
 
Non-operating income
 
563,142,760
 
 
54,774,132
 
 
524,515,514
 
 
47,263,620
 
 
Including: gain on disposals of non-current assets
2,611,794
 
4,413,806
 
1,428,477
 
4,354,350
 
Less:
 
Non-operating expenses
 
13,357,930
 
 
21,180,536
 
 
5,692,791
 
 
8,610,952
 
Including: loss on disposals of non-current assets
 
 
2,401,980
 
 
 
835,474
 
 
 
2,401,980
 
 
 
212,437
               
Profit before tax
6,065,717,706
 
4,365,757,493
 
3,278,186,248
 
2,215,413,711
 
Less:
 
Income tax expense
 
1,501,964,418
 
 
1,075,503,054
 
 
861,774,351
 
 
539,051,251
               
Net profit
4,563,753,288
 
3,290,254,439
 
2,416,411,897
 
1,676,362,460

 

 
-- 17 --

 

 
 
 
For the quarter ended 31 March, 2014 Consolidated
 
 
For the quarter ended 31 March, 2013 Consolidated
 
 
For the quarter ended 31 March, 2014 The Company
 
 
For the quarter ended 31 March, 2013 The Company
               
 
Attributable to:
             
 
Shareholders of the Company
 
3,682,793,355
 
 
2,553,658,195
 
 
2,416,411,897
 
 
1,676,362,460
 
Non-controlling interests
 
880,959,933
 
 
736,596,244
 
 
——
 
 
——
               
 
Earnings per share
             
 
(based on the net profit attributable to Shareholders of the Company) (expressed in RMB per share)
             
 
— Basic earnings per share
 
0.26
 
 
0.18
 
 
——
 
 
——
 
— Diluted earnings per share
 
0.26
 
 
0.18
 
 
——
 
 
——
               
Other comprehensive income (loss)
267,073,218
 
(18,640,146)
 
(103,321,195)
 
110,631,107
               
Total comprehensive income
4,830,826,506
 
3,271,614,293
 
2,313,090,702
 
1,786,993,567
               
Attributable to:
             
 
Shareholders of the Company
3,949,576,796
 
2,535,303,117
 
2,313,090,702
 
1,786,993,567
 
Non-controlling interests
 
881,249,710
 
 
736,311,176
 
 
——
 
 
——



 
Legal representative:
 
Person in charge of
accounting function:
 
Person in charge of
accounting department:
 
Cao Peixi
 
Zhou Hui
 
Huang Lixin


 
 
-- 18 --

 


 
HUANENG POWER INTERNATIONAL, INC.
 
UNAUDITED CONSOLIDATED AND THE COMPANY CASH FLOW STATEMENTS (PRC GAAP)
 
FOR THE FIRST QUARTER ENDED 31 MARCH, 2014
Amounts: In RMB Yuan

   
For the quarter ended 31 March, 2014 Consolidated
   
For the quarter ended 31 March, 2013 Consolidated
   
For the quarter ended 31 March, 2014 The Company
   
For the quarter ended 31 March, 2013 The Company
 
 
 
Items
                       
                         
 
Cash flows generated from operating activities
                       
 
Cash received from sales of goods and services rendered
    37,080,462,576       37,155,240,695       16,547,927,244       16,024,278,088  
 
Cash received from return of taxes and fees
    16,905,413       20,479,125              
 
Other cash received relating to operating activities
    534,043,007       52,907,611       489,546,519       43,879,737  
                                 
Sub-total of cash inflows of operating activities
    37,631,410,996       37,228,627,431       17,037,473,763       16,068,157,825  
                                 
Cash paid for goods and services received
    25,338,971,982       21,884,616,715       11,404,815,264       10,073,637,832  
Cash paid to and on behalf of employees including salary, social welfare, education funds and others in such manner
    1,406,535,150       1,306,078,747       756,727,245       737,505,872  
 
Payments of taxes
    3,373,432,731       3,023,867,332       1,706,628,659       1,519,726,231  
 
Other cash paid relating to operating activities
    475,876,228       522,314,723       344,683,574       323,503,260  
                                 
Sub-total of cash outflows of operating activities
    30,594,816,091       26,736,877,517       14,212,854,742       12,654,373,195  
                                 
Net cash flows generated from operating activities
    7,036,594,905       10,491,749,914       2,824,619,021       3,413,784,630  



 
-- 19 --

 

 
 
   
For the quarter ended 31 March, 2014 Consolidated
   
For the quarter ended 31 March, 2013 Consolidated
   
For the quarter ended 31 March, 2014 The Company
   
For the quarter ended 31 March, 2013 The Company
 
                         
 
Cash flows used in investing activities
                       
 
Cash received from withdrawal of investment
    384,702,400       105,298,706       812,702,400        
 
Cash received on investment income
                493,384,096       428,085,850  
 
Net cash received from disposals of fixed assets, intangible assets and other long-term assets
    28,537,463       24,846,106       2,229,434       4,493,056  
 
Cash received for disposal of a subsidiary
    503,809,240             538,297,600        
 
Other cash received relating to investing activities
    17,343,818       18,821,697              
                                 
Sub-total of cash inflows of investing activities
    934,392,921       148,966,509       1,846,613,530       432,578,906  
                                 
Cash paid for acquiring fixed assets, intangible assets and other long-term assets
    3,360,284,837       3,406,256,029       1,361,744,958       870,091,939  
 
Cash paid for investments
    82,179,000       78,783,840       634,839,000       1,036,175,840  
 
Net cash paid for acquiring subsidiaries
          9,432,279              
 
Other cash paid relating to investing activities
    2,927,836       1,358,601              
                                 
Sub-total of cash outflows of investing activities
    3,445,391,673       3,495,830,749       1,996,583,958       1,906,267,779  
                                 
Net cash flows used in investing activities
    (2,510,998,752 )     (3,346,864,240 )     (149,970,428 )     (1,473,688,873 )



 
-- 20 --

 


 

   
For the quarter ended 31 March, 2014 Consolidated
   
For the quarter ended 31 March, 2013 Consolidated
   
For the quarter ended 31 March, 2014 The Company
   
For the quarter ended 31 March, 2013 The Company
 
                         
 
Cash flows used in financing activities
                       
 
Cash received from investments
    20,665,200       303,980,000              
 
Including: cash received from non-controlling interests of subsidiaries
    20,665,200       303,980,000              
 
Cash received from borrowings
    10,110,440,335       4,319,924,583       6,860,000,000       2,709,800,000  
 
Cash received from issuance of bonds and short-term bonds
          6,485,000,000             6,485,000,000  
 
Other cash received relating to financing activities
    39,030,000       16,150,000       3,370,000       8,150,000  
                                 
Sub-total of cash inflows of financing activities
    10,170,135,535       11,125,054,583       6,863,370,000       9,202,950,000  
                                 
Repayments of borrowings
    13,084,400,649       15,854,191,591       9,793,009,629       10,395,383,016  
 
Payments for dividends, profit or interest expense
    1,992,209,907       1,887,627,519       1,154,757,701       934,726,939  
 
Including: dividends paid to non-controlling interests of subsidiaries
          4,747,874              
 
Other cash paid relating to financing activities
    4,500,000       446,338       4,500,000       446,338  
                                 
Sub-total of cash outflows of financing activities
    15,081,110,556       17,742,265,448       10,952,267,330       11,330,556,293  
                                 
Net cash flows used in financing activities
    (4,910,975,021 )     (6,617,210,865 )     (4,088,897,330 )     (2,127,606,293 )
                                 
Effect of exchange rate fluctuations on cash held
    40,472,520       (38,240,542 )     1,580,526       3,641,463  
                                 
Net (decrease) /increase in cash
    (344,906,348 )     489,434,267       (1,412,668,211 )     (183,869,073 )
 
Add: cash at beginning of period
    9,341,672,995       10,505,387,385       5,196,600,915       4,541,235,391  
                                 
Cash at end of period
    8,996,766,647       10,994,821,652       3,783,932,704       4,357,366,318  
 

 
 
Legal representative:
 
Person in charge of
accounting function:
 
Person in charge
of accounting department:
 
Cao Peixi
 
Zhou Hui
 
Huang Lixin



 
-- 21 --

 

Document 2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
 
 
(a sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
 
 
CONTINUING CONNECTED TRANSACTIONS


HUANENG FINANCE FRAMEWORK AGREEMENT
 
On 22 April 2014, the Company entered into the Huaneng Finance Framework Agreement with Huaneng Finance, a subsidiary of the Company’s ultimate controlling shareholder (i.e. Huaneng Group), for a term commencing on 1 January 2015 and expiring on 31 December 2017. Pursuant to the Huaneng Finance Framework Agreement, the Company will enter into the following transactions with Huaneng Finance: (i) placing cash deposits by the Company with Huaneng Finance; (ii) provision of discounting services by Huaneng Finance to the Company; and (iii) provision of loan advancement by Huaneng Finance to the Company. Such transactions will be conducted on an on-going basis and will constitute continuing connected transactions under the Hong Kong Listing Rules. During the period from 2015 to 2017, the maximum outstanding balance of the deposit transactions under the Huaneng Finance Framework Agreement, on a daily basis, shall not exceed RMB8 billion. As the transaction scale of the deposit transactions exceeds 5% of the applicable percentage ratios calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules, the conduct of such deposits transactions shall be subject to the compliance with the reporting, announcement and Independent Shareholders’ approval requirements under Rules 14A.45 to 14A.48 of the Hong Kong Listing Rules.
 
 
 
-- 1 --

 

 
 
Huaneng Finance will also provide notes discounting services and loan advancement services to the Company under the Huaneng Finance Framework Agreement. Given that the notes discounting services and loan advancement services are provided by Huaneng Finance for the benefit of the Company and on normal commercial terms that are comparable to or more favorable than those offered by independent third parties for similar services in the PRC and that no security over the assets of the Company will be granted in respect of such services, the transactions for notes discounting services and loan advancement services contemplated under the Huaneng Finance Framework Agreement are exempt from reporting, announcement and Independent Shareholders’ approval requirements under Rule 14A.65(4) of the Hong Kong Listing Rules.
 
INDEPENDENT SHAREHOLDERS’ APPROVAL
 
The Company proposes to table the relevant resolution for obtaining the approval from the Independent Shareholders on the conduct of the continuing connected transactions (including the relevant proposed caps) contemplated under the Huaneng Finance Framework Agreement at the 2013 Annual General Meeting to be held in June 2014.
 
The Independent Board Committee of the Company will advise the Independent Shareholders on the deposit transactions (including their respective proposed caps) contemplated under the Huaneng Finance Framework Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the deposit transactions (including their respective proposed caps) contemplated under the Huaneng Finance Framework Agreement.
 
A circular containing, inter alia, further details regarding the continuing connected transactions under the Huaneng Finance Framework Agreement, a letter from the Independent Board Committee and an opinion of the Independent Financial Adviser will be issued by the Company to the shareholders within 15 business days from the date of publication of this announcement.
 


 
-- 2 --

 

 
RELATIONSHIP BETWEEN THE COMPANY, HUANENG GROUP AND HUANENG FINANCE

The Company and its subsidiaries mainly develop, construct, operate and manage large- scale power plants in China nationwide. It is one of the largest listed power producers in China, with a controlling capacity of 66,795 MW.

Huaneng Group is principally engaged in development, investment, construction, operation and management of power plants; organising the generation and sale of power (and heat); and the development, investment, construction, production and sale of products in relation to energy, transportation, new energy and environmental protection industries.

As of 31 March 2014, HIPDC, being the direct controlling shareholder of the Company, holds 36.05% of the total equity interests in the Company, while Huaneng Group holds a 51.98% direct equity interests and a 5% indirect equity interests in HIPDC. In addition, Huaneng Group holds a 11.06% direct equity interests in the Company, a 3.36% indirect equity interests in the Company through China Hua Neng Group Hong Kong Limited (“Hua Neng HK”) (a wholly-owned subsidiary of Huaneng Group), a 0.04% indirect equity interests in the Company through Huaneng Capital Services Company Limited (a wholly-owned subsidiary of Huaneng Group) and a 0.79% indirect equity interests in the Company through Huaneng Finance (a controlling subsidiary of Huaneng Group).

Huaneng Finance is a company incorporated in the PRC. The principal business of Huaneng Finance includes deposit-taking, loans handling, acceptance and discounting of bills, inter-bank borrowing and foreign investment. Huaneng Group holds a 52% interest in Huaneng Finance. The Company holds a 20% interest in Huaneng Finance and Huaneng Finance in turn holds 0.79% interest in the Company. Under the Hong Kong Listing Rules, Huaneng Finance is an associate of a connected person of the Company.
 

 
-- 3 --

 

 
The relationship between the Company, Huaneng Group and Huaneng Finance is illustrated as follows:
 

 
*
Huaneng Group, through Hua Neng HK, indirectly holds a 100% interest in Pro-Power Investment Limited while Pro-Power Investment Limited holds a 5% interest in HIPDC. Therefore, Huaneng Group holds a 5% indirect interest in HIPDC.

#
Huaneng Group holds a 11.06% direct interest in the Company. It also holds 3.36%, 0.04% and 0.79% interest in the Company through Hua Neng HK, Huaneng Capital Services Co. Ltd., (its wholly owned subsidiary) and Huaneng Finance (its controlling subsidiary), respectively.

Under the Hong Kong Listing Rules, Huaneng Group is a connected person of the Company while the transactions between the Company and Huaneng Group (including its subsidiaries and associates, including Huaneng Finance) constitute connected transactions of the Company, subject to the relevant disclosures and/or Independent Shareholders’ approval requirements as stipulated in the Hong Kong Listing Rules.
 

 
-- 4 --

 

 
HUANENG FINANCE FRAMEWORK AGREEMENT
 
Cash Deposits

The Company from time to time places deposits with Huaneng Finance at rates which are no less favourable than the rates available from independent third parties for provision of similar services in the PRC. In addition, the Company will also utilize the notes discounting services provided by Huaneng Finance by paying it a service fee lower than the service fees charged by independent third parties for provision of similar services in the PRC.

Pursuant to the relevant framework agreement entered into between the Company and Huaneng Finance dated 5 January 2012, for the period from 1 January 2012 to 31 December 2014, the outstanding balances of the Company’s deposits with Huaneng Finance should not exceed RMB6 billion on a daily basis, the total amount of the notes discounting should not exceed RMB1 billion per annum and the maximum balances of loans should not exceed RMB6 billion on a daily basis (please refer to the announcement dated 6 January 2012 and the circular dated 20 January 2012 issued by the Company).

For the years ended 2012 and 2013, and the period from 1 January 2014 to 31 March 2014, the maximum outstanding balances of the deposits placed with Huaneng Finance, on a daily basis, were RMB5.951 billion (audited), RMB 5.970 billion (audited) and RMB 5.996 billion (unaudited), respectively. As such framework agreement will expire on 31 December 2014, the Company entered into the Huaneng Finance Framework Agreement with Huaneng Finance to extend the arrangement for another term of 3 years commencing on 1 January 2015 and expiring on 31 December 2017. The Company estimates that during the period from 2015 to 2017, the outstanding balances of the deposits to be placed with Huaneng Finance on a daily basis shall not exceed RMB8 billion.

The proposed cap for the deposits has taken into the following consideration: (1) the increasing asset scale led to the increase in the amount of deposits of the Company; (2) the expansion of the Company’s operation scale led to an apparent increase in the fund flow (as at the end of 2013, the number of controlled subsidiaries under the management of the Company increased to 55 (2011: 38 subsidiaries) and the equity-based generation capacity of the Company increased to 59,625 MW (2011: 53,186MW)); and (3) the fact that the Company has acquired a 20% equity interest in Huaneng Finance since December 2005, the profit growth of Huaneng Finance derived from the Company’s support to Huaneng Finance will provide a higher investment return to the Company.
 

 
-- 5 --

 

 
The deposit transactions form part of the daily operations of the Company. The commercial terms (including the rates) offered by Huaneng Finance to the Company and its subsidiaries in respect of such transaction are no less favourable than those offered by domestic commercial banks for provision of similar services to the Company and its subsidiaries.

The Company may, from time to time and as necessary, enter into separate implementation agreements for individual deposit transactions contemplated under the Huaneng Finance Framework Agreement with Huaneng Finance. Each implementation agreement will set out the specific terms of for the particular deposit transaction. As the implementation agreements are to provide for the deposit services as contemplated by the Huaneng Finance Framework Agreement, they do not constitute new categories of connected transactions. The terms of such implementation agreements will be within the bounds of the Huaneng Finance Framework Agreement.

The commercial terms offered under any implementation agreements to be entered into between Huaneng Finance and the Company will be negotiated on arm’s length terms, taking into account the prevailing market conditions, and will be no less favourable than those offered to the Company by domestic independent third parties for provision of similar service.

The Directors and senior management of the Company will monitor closely and review regularly the deposit transactions of the Company. The Company will adopt a series of risk management arrangements, and endeavour to maintain, in relation to the deposit transactions, the independence of the Company; the fairness of the amount of deposits; the fairness of the terms of the transactions; and the right of the Company to place deposits with independent third parties other than Huaneng Finance.

The reporting and record systems and internal control procedures taken by the Company include:

the deposit transactions under the Huaneng Finance Framework Agreement are conducted on a non-exclusive basis;

the Finance Department of Company will on a weekly basis, obtain terms and trend of interests etc. relating to placing deposits from major commercial banks e.g. Bank of China Limited, Industrial and Commercial Bank of China Limited and China Construction Bank Corporation within the PRC, and based on the interest rate promulgated by the People’s Bank of China make comparisons, in order to allow the Company to obtain the most favourable terms relating to placing deposits, maximise the Company’s interest in transactions and reduce the transactional costs and time of the Company;


 
-- 6 --

 
 

the Company will conduct quarterly checking and clearing with related parties (including Huaneng Finance) in relation to the operational fund transfers in order to ensure the safety of funds. At the same time, the Company will report the fund use position each quarter to the Beijing Securities Regulatory Bureau of the China Securities Regulatory Commission and requires itself to comply with the relevant provisions at anytime;
 

the Company will strictly review contracts and timely monitor the amount and interest rate of the deposit transactions; also, the independent non-executive Directors and the Company’s auditors will review annually the enforcement of agreements, in order to review the Company’s deposit transactions with Huaneng Finance on their fairness and the amount and interest rate of the deposit transactions on their reasonableness.
 
The Company considers that the arrangement of deposits with Huaneng Finance helps diversify the risk of the Company and its subsidiaries in relation to its deposits. At the same time, the Company considers that the risk of placing deposits at Huaneng Finance can be effectively controlled taking into consideration of the following factors: (1) Huaneng Finance is a non-bank financial institution and regulated by China Banking Regulatory Commission. During the course of daily operations, Huaneng Finance adheres to conduct business in compliance with the relevant regulations and according to law. During the course of development, Huaneng Finance has all along endeavoured to prevent financial risks and has established and implemented an effective internal control mechanism in compliance with the regulatory requirements of China Banking Regulatory Commission in relation to risk control ratios; (2) the Company holds a 20% interest in Huaneng Finance and may exercise its rights as shareholder according to law to promote the regulated operation of the general meeting of shareholders, board of directors and risk control committee of Huaneng Finance in order to safeguard its own interests.
 

 
-- 7 --

 

 
The Directors are of the view that the deposit transactions do not have any effect on the assets and liabilities of the Company. Instead, the Company can earn interests out of the deposit transactions.

The importance and hence the necessity of the deposit transactions contemplated under the Huaneng Finance Framework Agreement to the Company are set out as follows:

(i)
The increase of the cap on the outstanding balance of the deposits (on daily basis) is to meet the business development of the Company. The expansion of the Company’s operation scale led to an apparent increase in the fund flow (as at the end of 2013, the number of controlled subsidiaries under the management of the Company increased to 55 (2011: 38 subsidiaries) and the equity-based generation capacity of the Company increased to 59,625 MW (2011: 53,186 MW)). At the same time, as most of the tariffs payments are usually made by the local power grid companies towards the end of each month, there exists a gap between the practical need and the existing cap on the outstanding balances of the deposits (on daily basis). If the maximum outstanding balance of the deposits (on daily basis) was not allowed to be adjusted, the Company would need to spend more administrative costs in relocating the funds under its control more frequently so as to maintain and monitor such balance to level not to exceed the maximum cap, thus increasing the Company’s compliance risks.

(ii)
Loans from Huaneng Finance have to be placed in designated account with Huaneng Finance. Like the arrangement with other commercial banks, the loans offered by Huaneng Finance are all required to be remitted to and deposited in the Company’s designated deposits account with Huaneng Finance. The deposit transactions with Huaneng Finance help systemically manage the capital utilization. The Directors considers that being familiar with the business and operation of the Company, Huaneng Finance is able to provide more cost-efficient, convenient, comprehensive and personalized finance services to the Company than the deposit services provided by other commercial banks.

(iii)
The deposit interest rates offered to the Company. The deposit interest rates to be offered by Huaneng Finance will be at least equal or to no less favourable than the deposit rates offered to the Company by domestic independent third parties for provision of similar services.

(iv)
The Company has become a shareholder of Huaneng Finance since December 2005 and holds 20% of its equity interest. The profit growth of Huaneng Finance derived from the Company’s support to Huaneng Finance will provide a higher investment return to the Company.
 
 
 
-- 8 --

 

 
Notes Discounting Services and loan advancement services

In addition, the Company and its subsidiaries will also use the notes discounting services and loan advancement services provided by Huaneng Finance as Huaneng Finance is more efficient in terms of notes discounting services and loan advancement services than the general domestic commercial banks that perform similar services for the Company and its subsidiaries (mainly due to the fact that less time is required to process the transactions). As such, the Company considers that the provision of notes discounting services and loan advancement services by Huaneng Finance will benefit the Company by increasing the operation efficiency in the use of fund. Therefore, the Company will continue to engage the notes discounting services and loan advancement services from Huaneng Finance in 2015, 2016 and 2017. For the years ended 2012 and 2013, and the period from 1 January 2014 to 31 March 2014, the Company has not engaged any notes discounting services from Huaneng Finance due to the reasons that during such period, the cash flow of the Company was relatively sufficient and that had been more fund raising channels available to the Company. In respect of the loan advancement services (all of them did not require any security) provided by Huaneng Finance, for the years ended 2012 and 2013, and the period from 1 January 2014 to 31 March 2014, the maximum outstanding balance (on daily basis) were RMB2.165 billion (audited), RMB1.732 billion (audited) and RMB1.807 billion (unaudited), respectively. The Company estimates that the total transaction amount relating to the notes discounting services provided by Huaneng Finance for each of 2015, 2016 and 2017 is RMB1 billion while the maximum loan outstanding balance (on daily basis) for each of 2015, 2016 and 2017 is RMB8 billion.
 
Pursuant to the Huaneng Finance Framework Agreement, Huaneng Finance shall provide notes discounting services and loan advancement services on normal commercial terms that are no less favourable than those offered by independent third parties for similar services to the Company.
 
BOARD OF DIRECTORS’ VIEW
 
Pursuant to the Shanghai Listing Rules and Rule 14A.56(9) of the Hong Kong Listing Rules, Messrs. Cao Peixi, Huang Long, Li Shiqi, Huang Jian, Liu Guoyue and Fan Xiaxia, all being directors of the Board of the Company who were deemed to be related in the continuing connected transactions, had abstained from voting on the board resolution relating to the entering of the Huaneng Finance Framework Agreement (and each of the caps thereof). The resolution was voted by directors who are not related to the transactions.
 

 
-- 9 --

 

 
The Board (including the Independent Directors) is of the view that the Huaneng Finance Framework Agreement was entered into: (1) in the ordinary and usual course of business of the Company; (2) on normal commercial terms (on arm’s length basis or on terms no less favourable to the Company than terms available from independent third parties); and (3) on terms that are fair and reasonable and in the interest of the Company and its shareholders as a whole.
 
IMPLICATION UNDER HONG KONG LISTING RULES
 
As the applicable percentage ratios relating to the scale of the deposit transactions with Huaneng Finance and its subsidiaries and associates contemplated under the Huaneng Finance Framework Agreement calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules exceed 5%, such transactions are therefore subject to the reporting, announcement and Independent Shareholders’ approval requirements under Rules 14A.45 to 14A.48 of the Hong Kong Listing Rules.

With respect to the notes discounting and loan advancement, given that the notes discounting services and loan advancement services are provided by Huaneng Finance for the benefit of the Company and on normal commercial terms that are comparable to or more favourable than those offered by independent third parties for similar services in the PRC and that no security over the assets of the Company is granted in respect of such services, the transactions for notes discounting services and loan advancement services contemplated under the Huaneng Finance Framework Agreement are exempt from reporting, announcement and Independent Shareholders’ approval requirements under Rule 14A.65(4) of the Hong Kong Listing Rules.
 

 
-- 10 --

 

 
INDEPENDENT SHAREHOLDERS’ APPROVAL

Under the Hong Kong Listing Rules, the deposit transactions under the Huaneng Finance Framework Agreement require Independent Shareholders’ approvals. However, pursuant to the Shanghai Listing Rules, the conduct of all transactions with Huaneng Group (together with its subsidiaries and associates, all being treated as concerted related parties of the Company under the Shanghai Listing Rules) as set out in this announcement shall be approved by the Independent Shareholders of the Company. The Company will seek approval from Independent Shareholders for the conduct of the continuing connected transactions (including the relevant proposed caps) contemplated under the Huaneng Finance Framework Agreement at the 2013 Annual General Meeting to be held in June 2014. Huaneng Group and its associates (holding an aggregate of 7,211,431,502 ordinary shares in the Company, representing approximately 51.31% of the total issued shares of the Company as at 31 March 2014) will abstain from voting in the resolutions with respect to the conduct of the continuing connected transactions (including the relevant proposed caps) contemplated under the Huaneng Finance Framework Agreement at such general meeting, at which the proposed resolution will be passed by way of ordinary resolution and voting will be taken by way of poll in accordance with the requirements of the Hong Kong Listing Rules.

To comply with the requirements of the Hong Kong Listing Rules, the Independent Board Committee of the Company will advise the Independent Shareholders in connection with the terms of the deposit transactions (including the proposed caps) under the Huaneng Finance Framework Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders regarding the deposit transactions (including the proposed caps) under the Huaneng Finance Framework Agreement.
 

 
-- 11 --

 

 
A circular containing, inter alia, further details of the continuing connected transactions for the deposit transactions under the Huaneng Finance Framework Agreement, a letter from the Independent Board Committee and an opinion of the Independent Financial Advisor will be issued by the Company to shareholders within 15 business days from the date of publication of this announcement.

Under the Hong Kong Listing Rules, the Independent Financial Adviser is required to opine only on the continuing connected transactions relating to the deposit transactions under the Huaneng Finance Framework Agreement (including their respective proposed caps) and, in which case, the Independent Financial Adviser will not provide opinions on the other transactions contemplated under the Huaneng Finance Framework Agreement (the “Other Transactions”). Notwithstanding such arrangement, the Company still plans to include details of the Other Transactions in the circular to be issued so that shareholders of the Company will have a full picture of all transactions as contemplated under the Huaneng Finance Framework Agreement. The Company believes that on such basis, the Independent Shareholders will be provided with sufficient information so as to make an informed decision in the voting of the relevant proposed resolution.
 
DEFINITIONS
 
“associates”
 
has the meaning ascribed to it in the Hong Kong Listing Rules;
     
“Board”
 
the board of Directors of the Company;
     
“Company”
 
Huaneng Power International, Inc. and its subsidiaries;
     
“Directors”
 
the directors of the Company;
     
“HIPDC”
 
Huaneng International Power Development Corporation;
     
“Hong Kong Listing Rules”    
 
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;
     
“Huaneng Finance”
 
China Huaneng Finance Corporation Limited;

 
 
-- 12 --

 

 
“Huaneng Finance Framework Agreement”
 
the framework agreement on the continuing connected transactions (for 2015 – 2017) between Huaneng Power International, Inc. and China Huaneng Finance Corporation Limited entered into between the Company and Huaneng Finance on 22 April 2014;
     
“Huaneng Group”
 
China Huaneng Group;
     
“Independent Board Committee”
 
a committee of the Board established for the purpose of considering the deposit transactions contemplated under the Huaneng Finance Framework Agreement, comprising independent non-executive Directors who are independent of the subject transactions;
     
“Independent Financial Adviser”
 
an independent financial adviser to be appointed to advise the Independent Board Committee and the Independent Shareholders on the deposit transactions (including the daily balances thereof) contemplated under the Huaneng Finance Framework Agreement;
     
“Independent Shareholders”
 
shareholders of the Company other than Huaneng Group and its associates;
     
“PRC” or “China”
 
The People’s Republic of China;
     
“RMB”
 
Renminbi, the lawful currency of the PRC;
     
“Shanghai Listing Rules”
 
the Rules Governing the Listing of Securities on the Shanghai Stock Exchange;
     
“Stock Exchange”
 
The Stock Exchange of Hong Kong Limited; “subsidiaries” has the meaning ascribed to it in the Hong Kong Listing Rules; and
     
“2013 Annual General Meeting”
 
the 2013 annual general meeting of the Company to be convened in June 2014, the meeting notice of which will be issued to the shareholders of the Company not less than 45 days before such meeting.
 
 
 
-- 13 --

 


 
By Order of the Board
 
Huaneng Power International, Inc.
 
Du Daming
 
Company Secretary
 

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

Cao Peixi
Shao Shiwei
(Executive Director)
(Independent Non-executive Director)
Huang Long
Wu Liansheng
(Non-executive Director)
(Independent Non-executive Director)
Li Shiqi
Li Zhensheng
(Non-executive Director)
(Independent Non-executive Director)
Huang Jian
Qi Yudong
(Non-executive Director)
(Independent Non-executive Director)
Liu Guoyue
Zhang Shouwen
(Executive Director)
(Independent Non-executive Director)
Fan Xiaxia
 
(Executive Director)
 
Shan Qunying
 
(Non-executive Director)
 
Guo Hongbo
 
(Non-executive Director)
 
Xu Zujian
 
(Non-executive Director)
 
Xie Rongxing
 
(Non-executive Director)
 
 

Beijing, the PRC
23 April 2014
 

 
-- 14 --

 


 
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/ Du Daming
   
   
   
 
Name:    
Du Daming
     
 
Title:
Company Secretary

Date:     April 23, 2014