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 2015

(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 proposed amendments to the articles of association of Huaneng Power International, Inc. (the “Registrant”); and
2.        An announcement regarding 2015 first quarterly report of the Registrant;

Each made by the Registrant on April 22, 2015.

 
 

 
 
Announcement 1
 
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)
 

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 21 April 2015, the board of directors (the “Board”) of Huaneng Power International, Inc. (the “Company”) has resolved to, among other things, amend the articles of association. Of the resolution to propose to amend the articles of association, the Board shall seek approval to the amendments to the articles of association at shareholders’ meeting.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposes to amend the articles of association, in order to reflect (among other things) the change to the issued share numbers of the Company following completion of the non-public issuance of 365,000,000 H Shares in November 2014.

The proposed amendments to the articles of association shall come into effect upon (i) the passing of a special resolution at the shareholders’ meeting to approve the amendments; and (ii) obtaining the approval and registration by the relevant government and regulatory authorities in the PRC.

Details of the proposed amendments to the Articles of Association are as follows:

(a)
The original Article 3 which provides that:
 
“Domicile of the Company:
 
Huaneng Building, 4 Fuxingmennei Street,
   
Xicheng District, Beijing, People’s Republic of China
Postal code:
 
100031
Telephone number:
 
63226999
Fax number:
 
63226888”
     
   
is hereby amended as follows:
     
“Domicile of the Company:
 
Huaneng Building, 46 Fuxingmennei Street,
   
Xicheng District, Beijing, People’s Republic of China
Postal code:
 
100031
Telephone number:
 
63226999
Fax number:
 
63226888”

 
- 1 -

 
 
(b)
The original Article 15 which provides that:
 
“With the approval of the department responsible for the examination and approval of companies as authorized by the State Council, the total number of ordinary shares first issued by the Company is 5 billion shares and the Company issued 3.75 billion shares (domestic- invested shares) to promoters at the time of its establishment, representing 75% of the total number of issued ordinary shares of the Company at that time.

All of the 1.25 billion ordinary shares issued by the Company at the first offering after its establishment are overseas-listed foreign-invested shares, representing 25% of the total number of issued ordinary shares of the Company at that time.

Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the Chinese government, the Company completed the issuance and allotment of an additional 250 million overseas-listed foreign-invested shares and 400 million domestic-invested shares on 4 March 1998 and, taking into account the aforesaid placing and allotment of shares, the structure of the Company’s share capital is as follows: the total number of ordinary shares is 5.65 billion shares, out of these, 4.15 billion shares representing approximately 73.45% of the total number of issued ordinary shares of the Company are held by holders of domestic-invested shares and 1.5 billion shares representing approximately 26.55% of the total number of issued ordinary shares of the Company are held by holders of overseas-listed foreign-invested shares.

Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the Chinese government, the Company completed the issuance and allotment of 350 million domestic-invested shares in 2001, among which 250 million shares are domestic-listed domestic-invested shares and 100 million shares are non- listed domestic-invested shares.

After the above increase of share capital by the issuance and allotment of shares, the Company’s share capital structure was as follows: the total number of ordinary shares was 6 billion shares, out of these, 250 million shares representing approximately 4.17% of the Company’s total share capital were held by holders of domestic-listed domestic-invested shares, 4.25 billion shares representing approximately 70.83% of the Company’s total share capital were held by holders of domestic-invested shares, and 1.5 billion shares representing 25% of the Company’s total share capital are held by holders of overseas-listed foreign-invested shares.

Upon the approval by special resolution in the Company’s general meeting of shareholders, in 2004, the Company declared the payment of dividends, totaling to 3,013,835,600 shares, to the Company’s shareholders with its distributable profits and distributed 3,013,835,600 shares to the Company’s shareholders by converting reserves into the registered capital of the Company.

 
- 2 -

 
 
Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the PRC government, the Company completed the issuance of 500 million overseas-listed foreign-invested shares and 1.5 billion domestic-listed domestic-invested shares in December 2010.
 
The existing structure of the Company’s share capital is as follows: the total number of issued ordinary shares of the Company is 14,055,383,440 shares, out of these, 10,500,000,000 shares representing approximately 74.70% of the Company’s total share capital are held by holders of domestic-listed shares, and 3,555,383,440 shares representing approximately 25.30% of the Company’s total share capital are held by holders of overseas-listed shares.”

is hereby amended as follows:

“With the approval of the department responsible for the examination and approval of companies as authorized by the State Council, the total number of ordinary shares first issued by the Company is 5 billion shares and the Company issued 3.75 billion shares (domestic- invested shares) to promoters at the time of its establishment, representing 75% of the total number of issued ordinary shares of the Company at that time.

All of the 1.25 billion ordinary shares issued by the Company at the first offering after its establishment are overseas-listed foreign-invested shares, representing 25% of the total number of issued ordinary shares of the Company at that time.

Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the Chinese government, the Company completed the issuance and allotment of an additional 250 million overseas-listed foreign-invested shares and 400 million domestic-invested shares on 4 March 1998 and, taking into account the aforesaid placing and allotment of shares, the structure of the Company’s share capital is as follows: the total number of ordinary shares is 5.65 billion shares, out of these, 4.15 billion shares representing approximately 73.45% of the total number of issued ordinary shares of the Company are held by holders of domestic-invested shares and 1.5 billion shares representing approximately 26.55% of the total number of issued ordinary shares of the Company are held by holders of overseas-listed foreign-invested shares.

Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the Chinese government, the Company completed the issuance and allotment of 350 million domestic-invested shares in 2001, among which 250 million shares are domestic-listed domestic-invested shares and 100 million shares are non- listed domestic-invested shares.

After the above increase of share capital by the issuance and allotment of shares, the Company’s share capital structure was as follows: the total number of ordinary shares was 6 billion shares, out of these, 250 million shares representing approximately 4.17% of the Company’s total share capital were held by holders of domestic-listed domestic-invested shares, 4.25 billion shares

 
- 3 -

 
 
representing approximately 70.83% of the Company’s total share capital were held by holders of domestic-invested shares, and 1.5 billion shares representing 25% of the Company’s total share capital are held by holders of overseas-listed foreign-invested shares.
 
Upon the approval by special resolution in the Company’s general meeting of shareholders, in 2004, the Company declared the payment of dividends, totaling to 3,013,835,600 shares, to the Company’s shareholders with its distributable profits and distributed 3,013,835,600 shares to the Company’s shareholders by converting reserves into the registered capital of the Company.
 
Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the PRC government, the Company completed the issuance of 500 million overseas-listed foreign-invested shares and 1.5 billion domestic-listed domestic-invested shares in December 2010.

After the above issuance and allotment of shares, the Company’s share capital structure was as follows: the total number of ordinary shares was 14,055,383,440 shares, of which 10,500,000 shares representing approximately 74.70% of the Company’s total share capital were held by holders of domestic-invested shares, and 3,555,383,440 shares representing 25.30% of the Company’s total share capital are held by holders of overseas-listed foreign-invested shares.

Upon obtaining a mandate at the Company’s general meeting of shareholders and with the approval of relevant departments of the PRC government, the Company completed the issuance of 365 million overseas-listed foreign-invested shares in November 2014.

The existing structure of the Company’s share capital is as follows: the total number of issued ordinary shares of the Company is 14,055,383,44014,420,383,440 shares, out of these, 10,500,000,000 shares representing approximately 74.70%72.81% of the Company’s total share capital are held by holders of domestic-listed shares, and 3,555,383,4403,920,383,440 shares representing approximately 25.30%27.19% of the Company’s total share capital are held by holders of overseas-listed shares.
 
(c)
The original Article 19 which provides that:

The registered capital of the Company is RMB14,055,383,440.

is hereby amended as follows:

The registered capital of the Company is RMB14,055,383,44014,420,383,440.

 
- 4 -

 
 
GENERAL INFORMATION
 

A circular containing, among other things, further details of the proposed amendments to the articles of association will be dispatched to the Shareholders as soon as practicable.

 
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
 
Li Zhensheng
(Executive Director)
 
(Independent Non-executive Director)
Guo Junming
 
Qi Yudong
(Non-executive Director)
 
(Independent Non-executive Director)
Liu Guoyue
 
Zhang Shouwen
(Executive Director)
 
(Independent Non-executive Director)
Li Shiqi
 
Yue Heng
(Non-executive Director)
 
(Independent Non-executive Director)
Huang Jian
 
Zhang Lizi
(Non-executive Director)
 
(Independent Non-executive Director)
Fan Xiaxia
   
(Executive Director)
   
Mi Dabin
   
(Non-executive Director)
   
Guo Hongbo
   
(Non-executive Director)
   
Xu Zujian
   
(Non-executive Director)
   
Li Song
   
(Non-executive Director)
   

 
Beijing, the PRC
22 April 2015
 
 
- 5 -

 
 
Announcement 2
 
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 2015
 
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.

 
1.3
Cao Peixi (Chairman), Zhou Hui (person in charge of accounting function) and Li Yinghui (person in charge of the Accounting Department) warrant the truthfulness, accuracy and completeness of the content of the first quarterly report of 2015.

 
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).
 
 
- 1 -

 
 
2
MAJOR FINANCIAL INFORMATION AND CHANGES IN SHAREHOLDERS OF THE COMPANY

 
2.1
Major financial information (PRC GAAP) (unaudited)
 
(Amounts: In RMB Yuan)
 
   
End of current reporting period
   
End of last year
   
Variance from end of last year
 
         
(Restated)
   
(%)
 
                   
Total assets
    294,379,004,095       300,880,856,737       (2.16 )
Shareholders’ equity attributable to shareholders of the Company
    70,364,642,335       74,992,915,078       (6.17 )
                         
   
From the beginning of the year to the end of current reporting period
   
From the beginning of the preceding year to the end of the equivalent period
   
Variance from equivalent period of last year
 
           
(Restated)
   
(%)
 
                         
Net cash flows generated from operating activities
    11,396,872,288       8,529,594,604       33.62  
                         
   
From the beginning of the year to the end of current reporting period
   
From the beginning of the preceding year to the end of the equivalent period
   
Variance from equivalent period of last year
 
           
(Restated)
   
(%)
 
                         
Operating Revenue
    34,277,583,268       36,630,790,849       (6.42 )
Net profit attributable to shareholders of the Company
    5,034,088,983       4,159,785,025       21.02  
Net profit after deducting non-recurring items attributable to shareholders of the Company
    4,656,968,779       3,712,348,745       25.44  
Return on net assets (weighted average) (%)
    7.42       6.09    
Increase by 1.33 percentage points
 
Basic earnings per share
    0.35       0.30       16.67  
Diluted earnings per share
    0.35       0.30       16.67  

 
- 2 -

 
 
Deducting non-recurring items and amounts:
 


   
Total amount from the beginning of the yearto the end of current reporting period
 
       
   
(RMB Yuan)
 
Items
     
       
Gains from disposal of non-current assets
    1,767,204  
Government grant recorded in income statement, excluding government grant closely related to the Company’s business and calculated according to national unified standards
    488,804,288  
Losses 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
    (2,501,120 )
Other non-operating income and expenses excluding the above items (2,927,734) Other non-recurring items 20,198,221
       
Tax impact of non-recurring items
    (124,526,674 )
Impact of non-controlling interests, net of tax
    (3,693,981 )
         
Total
    377,120,204  
 
 
- 3 -

 
 
 
2.2
Total number of shareholders, ten largest shareholders and shareholding of top ten holders of circulating shares whose shares who are not subject to any selling restrictions as at the end of the reporting period
 
Unit: share
 
Total number of shareholders
132,649 (including 132,128 holders of A shares, 401 holders of H shares, 120 holders of ADRs)
Top ten holders of shares
Name (in full) of shareholders
Number of shares held at end of reporting period
Percentage
(%)
Number of shares held with selling restriction
Status on charges or pledges etc.
Nature of shareholders
 
 
Status of shares
Number
Huaneng International Power Development Corporation
5,066,662,118
35.14
0
Nil
State-owned entity
HKSCC Nominees Limited
3,178,323,117
22.04
0
Nil
Foreign entity
*China Huaneng Group
1,561,371,213
10.83
0
Nil
State-owned entity
Hebei Construction & Investment Group Co., Ltd.
603,000,000
4.18
0
Nil
State-owned entity
China Hua Neng Group Hong Kong Limited
472,000,000
3.27
0
Nil
Foreign entity
Jiangsu Provincial Investment & Management Limited Liability Company
416,500,000
2.89
0
Nil
State-owned entity
Liaoning Energy Investment (Group) Limited Liability Company
388,619,936
2.69
0
Nil
State-owned entity
Fujian Investment Development Group Liability Company
374,467,500
2.60
0
Nil
State-owned entity
Dalian Municipal Construction Investment Company Limited
301,500,000
2.09
0
Charges
265,750,000
State-owned entity
HSBC Nominees (Hong Kong) Limited
251,673,480
1.75
0
Nil
Foreign entity
 
 
- 4 -

 
 
Top ten holders of circulating shares whose shares are not subject to selling restrictions
Name (in full) of shareholders
Number of shares in circulation without any selling restrictions as at the end of the reporting period
Type and number of shares
Type
Number
Huaneng International Power Development Corporation
5,066,662,118
RMB denominated ordinary shares
5,066,662,118
HKSCC Nominees Limited
3,178,323,117
Overseas listed foreign invested shares
3,178,323,117
*China Huaneng Group
1,561,371,213
RMB denominated ordinary shares
1,561,371,213
Hebei Construction & Investment Group Co., Ltd.
603,000,000
RMB denominated ordinary shares
603,000,000
China Hua Neng Group Hong Kong Limited
472,000,000
Overseas listed foreign invested shares
472,000,000
Jiangsu Provincial Investment & Management Limited Liability Company
416,500,000
RMB denominated ordinary shares
416,500,000
Liaoning Energy Investment (Group) Limited Liability Company
388,619,936
RMB denominated ordinary shares
388,619,936
Fujian Investment Development Group Limited Liability Company
374,467,500
RMB denominated ordinary shares
374,467,500
Dalian Municipal Construction Investment Company Limited
301,500,000
RMB denominated ordinary shares
301,500,000
HSBC Nominees (Hong Kong) Limited
251,673,480
Overseas listed foreign invested shares
251,673,480
Details relating to the related 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 related 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.

 
- 5 -

 
 
 
2.3
Total number of holders of preference shares, ten largest holders of preference shares and shareholding of top ten holders of preference shares whose shares are not subject to selling restriction as at the end of the reporting period
 
o Applicable      þ Not applicable
 
3
SIGNIFICANT EVENTS

 
3.1
Disclosure as to, and reasons for, material changes in accounting items and financial indices of the Company
 
þ Applicable      o Not applicable
 
Comparing the consolidated balance sheet of 31 March 2015 and 31 December 2014, the consolidated income statement for the three months ended 31 March 2015 and 2014 and the consolidated cash flow statement for the three months ended 31 March 2015 and 2014, the items with material changes are as below:

Fluctuation analysis of the consolidated balance sheet items

 
1.
Cash at bank and on hand as at the end of the period decreased by 31.65% compared with the beginning of the period, mainly due to the consideration paid by the Company for acquisition during this period.

 
2.
Notes receivable as at the end of the period increased by 41.08% compared with the beginning of the period, mainly due to the increase of transactions settled with notes between the Company and its subsidiaries and the grid companies.

 
3.
Dividends receivable as at the end of the period decreased by 61.01% compared with the beginning of the period, mainly due to the dividends received from the associates of the Company.

 
4.
Derivative financial liabilities (current portion) as at the end of the period decreased by 46.86% compared with the beginning of the period, mainly due to the increase in the fair value of the hedging instruments of fuel swaps contracts held by the Company’s subsidiary, SinoSing Power Pte. Ltd.

 
5.
Advance from customers as at the end of the period decreased by 36.02% compared with the beginning of the period, mainly due to the decrease in amounts received in advance for power and heat sales by the Company and its subsidiaries.

 
- 6 -

 

 
6.
Taxes payable as at the end of the period increased by 61.69% compared with the beginning of the period, mainly due to the increase of income tax payable as a result of the profit increase during the period.

 
7.
Dividends payable as at the end of the period decreased by 73.17% compared with the beginning of the period, mainly due to the dividends paid by the Company’s subsidiaries for prior year’s declaration.

 
8.
Current portion of non-current liabilities as at the end of the period decreased by 46.53%, compared with the beginning of the period, mainly due to the decrease in current portion of the Company’s long-term bonds.

 
9.
Capital surplus as at the end of the period decreased by 40.21%, compared with the beginning of the period, mainly due to the adjustment against capital surplus as a result of the business combination under common control.

Fluctuation analysis of the consolidated income statement items

 
1.
Investment income for the reporting period increased by 34.50% compared with the same period of last year, mainly due to the increase in profit of the associates and joint ventures of the Company.

Fluctuation analysis of the consolidated cash flow statement items

 
1.
Net cash flows generated from operating activities increased by 33.62% compared with the same period of last year, mainly due to the decrease in payments for fuel and materials purchase by the Company and its subsidiaries.

 
2.
Net cash flows used in investment activities increased by 268.80% compared with the same period of last year, mainly due to the increase of net cash outflow of the Company for acquisition of its subsidiaries.

 
3.
Net cash flows used in financing activities decreased by 39.59% compared with the same period of last year, mainly due to the increase of cash received from borrowings among the Company and its subsidiaries.

 
- 7 -

 

 
3.2
Analysis and description of significant events and their impacts and solutions
 
þ Applicable      o Not applicable
 
 
1.
On 13 October 2014, the Company entered into the “Agreement on the Transfer of Equity Interests of Certain Companies between China Huaneng Group (“Huaneng Group”) and Huaneng Power International, Inc.” with Huaneng Group, and the “Agreement on the Transfer of Equity Interests of Certain Companies between Huaneng International Power Development Corporation (“HIPDC”) and Huaneng Power International, Inc.” and the “Agreement on the Transfer of 60% Equity Interests in Huaneng Chaohu Power Generation Co., Ltd. between HIPDC and Huaneng Power International, Inc.” with HIPDC in Beijing. The Company acquired from Huaneng Group the 91.8% equity interests in Huaneng Hainan Power Inc. (“Hainan Power”), the 75% equity interests in Huaneng Wuhan Power Generation Co. Ltd. (“Wuhan Power”), the 53.45% equity interests in Huaneng Suzhou Thermal Power Co. Ltd. (“Suzhou Thermal Power”), the 97% equity interests in Enshi Qingjiang Dalongtan Hydropower Development Co. Ltd. (“Dalongtan Hydropower”) and the 100% equity interests in Huaneng Hualiangting Hydropower Co., Ltd. (“Hualiangting Hydropower”) (all of which were owned by Huaneng Group) at a consideration of RMB7,337,647,400, and acquired from HIPDC the 60% equity interests in Huaneng Chaohu Power Generation Co. Ltd. (“Chaohu Power”), the 100% equity interests in Huaneng Ruijin Power Generation Co., Ltd. (“Ruijin Power”), the 100% equity interests in Huaneng Anyuan Power Generation Co., Ltd. (“Anyuan Power”), the 100% equity interests in Huaneng Jingmen Thermal Power Co., Ltd. (“Jingmen Thermal Power”) and the 100% equity interests in Huaneng Yingcheng Thermal Power Co., Ltd. (“Yingcheng Thermal Power”) (all of which were owned by HIPDC) at a consideration of RMB1,938,178,900.

Related resolutions of those transactions had been considered and passed at the Second Meeting of the Eighth Session of the Board of Directors of the Company held on 13 October 2014 and the 2014 Third Extraordinary General Meeting held on 28 November 2014.

Pursuant to the agreements, the Company had paid 50% of the consideration of the transactions to Huaneng Group and HIPDC on 8 January 2015, and had paid 20% of the consideration of the transactions to Huaneng Group and HIPDC on 31 March 2015. From 2015 onwards, Hainan Power, Wuhan Power, Suzhou Thermal Power, Dalongtan Hydropower, Hualiangting Hydropower, Chaohu Power, Ruijin Power, Anyuan Power, Jingmen Thermal Power and Yingcheng Thermal Power have been included in the consolidated financial statements of the Company.

 
- 8 -

 
 
 
2.
The Company, Beijing Jingneng Power Co., Ltd. and China Hua Neng Group Hong Kong Limited shall jointly invest in the construction project of the gas-steam combined cycle co-generation of Huaneng Beijing Co-generation Limited Liability Company, and upon obtaining the approval to the project the Company together with Beijing Jingneng Power Co., Ltd. and China Hua Neng Group Hong Kong Limited shall provide capital contribution for the construction fund on a pro-rata basis according to their shareholding interests in Huaneng Beijing Co-generation Limited Liability Company.

The said item had been considered and passed at the Fifth Meeting of the Eighth Session of the Board of Directors of the Company on 29 January 2015 and an announcement thereof has been published.

 
- 9 -

 

 
3.3
Status of performance of undertakings given by the Company and shareholders holding 5% or more of shareholding
 
þ Applicable      o 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
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 is 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
Huaneng Group
In order to support the business of Huaneng Power International, Huaneng Group provided non-compete undertakings to Huaneng Power International at times of its initial public offerings within the PRC and overseas. With respect to the non- public placement of shares in 2010 by Huaneng Power International, Huaneng Group provided an Undertaking on Relevant Matters for Further Avoidance of Business Competition by Huaneng Group with Huaneng Power International, Inc. on 17 September 2010 (“Non-Compete Undertakings). To further define the implementation terms and in conjunction with the requirements under Guidance Note No.4 relating to Supervision of Listed Companies – undertakings and implementation of the listed companies’ de facto controllers, shareholders, related parties, acquirer and listed companies and the actual circumstances. On 28 June 2014, Huaneng Group refined and regulated the aforesaid Non- Compete Undertakings in terms set out below:
Term of undertaking: 28 June 2014 to 31 December 2016
Yes
             
     
1. it shall treat Huaneng Power International as the only platform for integrating the conventional energy business of Huaneng Group;
     
 
 
- 11 -

 
 
Background
Type (s) of ndertakings
Covenantor
Details of the Undertaking
Time and duration of undertaking
Expiration period
Has the implementation been timely performed
     
2. with respect to the conventional energy business assets of Huaneng Group located in Shandong Province, Huaneng Group undertakes that it will improve the profitability of such assets and inject those assets which meet the conditions for listed company (the title(s) of assets or shareholding interest(s) is/are clearly defined, such assets will not lower the earnings per share of Huaneng Power International after injection, with no material breaches or violation of laws and regulations, preservation of the value of state-owned asset(s), renunciation of the pre-emptive rights of existing shareholders) into Huaneng Power International by end of 2016. 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.
     
 
 
- 12 -

 


 

Background
Type (s) of Undertakings
Covenantor
Details of the Undertaking
Time and duration of undertaking
Expiration period
Has the implementation been timely performed
     
3. 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 will inject such assets which meet the conditions for listed company (the title(s) of assets or shareholding interest(s) is/are clearly defined, such assets will not lower the earnings per share of Huaneng Power International after injection, with no material breaches or violation of laws and regulations, preservation of the value of state-owned asset(s), renunciation of the pre-emptive rights of existing shareholders) into Huaneng Power International by end of 2016 in order to support the sustainable, stable development of Huaneng Power International.
 
4. Huaneng Group will continue to perform each of its undertakings to support the development of its subordinated listed companies.
     

 
 
3.4
Warnings on any potential loss in accumulated net profit for the period from the beginning of the year to the end of next reporting period or any material changes from the corresponding period last year and the reasons therefor
 
o Applicable      þ Not applicable
 

 
By Order of the Board
 
Huaneng Power International, Inc.
 
Cao Peixi
 
Chairman
 
 
- 13 -

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

Cao Peixi
 
Li Zhensheng
(Executive Director)
 
(Independent Non-executive Director)
Guo Junming
 
Qi Yudong
(Non-executive Director)
 
(Independent Non-executive Director)
Liu Guoyue
 
Zhang Shouwen
(Executive Director)
 
(Independent Non-executive Director)
Li Shiqi
 
Yue Heng
(Non-executive Director)
 
(Independent Non-executive Director)
Huang Jian
 
Zhang Lizi
(Non-executive Director)
 
(Independent Non-executive Director)
Fan Xiaxia
   
(Executive Director)
   
Mi Dabin
   
(Non-executive Director)
   
Guo Hongbo
   
(Non-executive Director)
   
Xu Zujian
   
(Non-executive Director)
   
Li Song
   
(Non-executive Director)
   
 
 
Beijing, the PRC
22 April 2015

 
- 14 -

 

APPENDIX
 
 
HUANENG POWER INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED AND THE COMPANY BALANCE SHEETS (PRC GAAP)
AS AT 31 MARCH 2015

Amounts: In RMB Yuan
 

   
31 March
2015
   
31 December
2014
   
31 March
2015
   
31 December
2014
 
    Consolidated    
Consolidated
    The Company     The Company  
ASSETS
       
(Restated)
             
                         
CURRENT ASSETS
                       
Cash at bank and on hand
    9,282,019,247       13,580,878,084       3,092,733,681       8,383,375,090  
Derivative financial assets
    140,644,659       261,135,385              
Notes receivable
    1,244,055,454       881,835,452       183,757,696       158,899,801  
Accounts receivable
    14,118,133,856       15,590,720,591       5,649,648,306       5,555,673,368  
Advances to suppliers
    926,996,204       759,746,689       217,254,830       163,914,565  
Interest receivable
    747,305       357,188       191,195,789       142,687,726  
Dividends receivable
    80,000,000       205,178,709       697,807,641       842,319,962  
Other receivables
    1,396,156,741       1,074,449,805       2,406,210,808       2,354,730,606  
Inventories
    6,615,851,956       7,409,681,381       2,423,697,153       2,569,510,200  
Current portion of non-current assets
    178,046,475       179,084,107              
Other current assets
    139,865,196       36,708,810       24,296,769,433       24,101,667,677  
                                 
Total current assets
    34,122,517,093       39,979,776,201       39,159,075,337       44,272,778,995  
                                 
NON-CURRENT ASSETS
                               
Available-for-sale financial assets
    4,440,178,368       4,383,515,223       4,427,927,568       4,371,264,423  
Derivative financial assets
    68,169,178       40,598,382              
Long-term receivables
    509,895,237       530,839,883              
Long-term equity investment
    17,807,196,269       17,517,887,792       63,285,340,669       55,614,673,821  
Fixed assets
    186,065,053,772       188,277,382,260       58,277,666,816       59,109,052,186  
Fixed assets pending for disposal
    87,904,935       87,456,340       63,917       102,844  
Construction-in-progress
    24,035,626,990       21,751,942,634       2,469,140,119       2,300,645,588  
Construction materials
    2,940,629,120       3,387,861,300       130,600,616       113,840,175  
Intangible assets
    11,414,083,238       11,601,320,687       1,705,222,715       1,724,129,735  
Goodwill
    10,794,188,067       11,148,481,078              
Long-term deferred expenses
    156,415,108       166,054,500       15,570,864       17,207,051  
Deferred income tax assets
    1,045,117,970       1,115,231,709       128,122,760       159,186,636  
Other non-current assets
    892,028,750       892,508,748       3,342,630,000       3,492,630,000  
                                 
Total non-current assets
    260,256,487,002       260,901,080,536       133,782,286,044       126,902,732,459  
                                 
TOTAL ASSETS
    294,379,004,095       300,880,856,737       172,941,361,381       171,175,511,454  
 
 
- 15 -

 
 
   
31 March
2015
   
31 December
2014
   
31 March
2015
   
31 December
2014
 
    Consolidated    
Consolidated
    The Company     The Company  
         
(Restated)
             
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
                         
CURRENT LIABILITIES
                       
Short-term loans
    51,966,306,361       46,626,004,262       39,820,006,361       31,110,000,000  
Derivative financial liabilities
    442,543,091       832,726,740              
Notes payable
    1,727,438,236       1,637,553,934              
Accounts payable
    9,232,789,902       11,380,689,349       3,440,736,595       5,626,989,240  
Advance from customers
    235,299,095       367,773,559       10,741,405       137,827,104  
Salary and welfare payables
    268,784,299       247,516,737       88,282,383       72,885,485  
Taxes payable
    (236,701,263 )     (617,844,109 )     483,089,950       116,167,444  
Interest payables
    1,021,217,148       1,162,366,531       881,464,223       842,243,577  
Dividends payable
    122,794,010       457,758,654              
Other payables
    16,093,102,064       14,963,223,306       5,793,350,334       3,461,898,695  
Current portion of non-current liabilities
    8,016,850,550       14,994,139,965       1,165,114,141       8,213,359,248  
Provision
    31,646,657       28,646,657       31,190,657       28,190,657  
Other current liabilities
    18,871,320,694       18,587,209,659       18,710,134,455       18,504,516,415  
                                 
Total current liabilities
    107,793,390,844       110,667,765,244       70,424,110,504       68,114,077,865  
                                 
NON-CURRENT LIABILITIES
                               
Long-term loans
    70,474,520,883       70,660,512,132       14,076,937,971       14,286,321,166  
Derivative financial liabilities
    495,132,715       649,512,599       105,609,134       99,163,969  
Bonds payable
    22,760,933,925       22,725,534,840       22,760,933,925       22,725,534,840  
Long-term payables
    1,525,713,231       1,435,036,888              
Long-term Employee benefits payable
    85,903,069       85,903,069              
Specific accounts payable
    46,001,996       45,024,362       31,060,733       30,083,100  
Deferred income
    2,521,253,353       2,555,018,470       1,925,906,110       1,958,994,837  
Deferred income tax liabilities
    1,618,686,621       1,595,025,038              
                                 
Total non-current liabilities
    99,528,145,793       99,751,567,398       38,900,447,873       39,100,097,912  
                                 
TOTAL LIABILITIES
    207,321,536,637       210,419,332,642       109,324,558,377       107,214,175,777  
 
 
- 16 -

 
 
   
31 March
2015
   
31 December
2014
   
31 March
2015
   
31 December
2014
 
    Consolidated    
Consolidated
    The Company     The Company  
         
(Restated)
             
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
(continued)
                       
                         
SHAREHOLDERS’ EQUITY
                       
Share capital
    14,420,383,440       14,420,383,440       14,420,383,440       14,420,383,440  
Capital surplus
    14,346,462,924       23,993,710,781       13,113,429,985       16,816,026,954  
Other comprehensive income
    (1,032,891,469 )     (1,020,395,073 )     1,223,239,869       1,191,162,699  
Special reserves
    36,988,940       39,606,413       32,734,844       34,474,327  
Surplus reserves
    7,242,594,409       7,242,594,409       7,242,594,409       7,242,594,409  
Undistributed profits
    35,351,104,091       30,317,015,108       27,584,420,457       24,256,693,848  
                                 
Shareholders’ equity attributable to shareholders of the Company
    70,364,642,335       74,992,915,078       63,616,803,004       63,961,335,677  
Non-controlling interests
    16,692,825,123       15,468,609,017    
   
 
                                 
Total shareholders’ equity
    87,057,467,458       90,461,524,095       63,616,803,004       63,961,335,677  
                                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    294,379,004,095       300,880,856,737       172,941,361,381       171,175,511,454  


Legal representative:
 
Person in charge of accounting function:
 
Person in charge of accounting department:
Cao Peixi
 
Zhou Hui
 
Li Yinghui
 
 
- 17 -

 
 
HUANENG POWER INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED AND THE COMPANY INCOME STATEMENTS (PRC GAAP)
FOR THE FIRST QUARTER ENDED 31 MARCH, 2015

Amounts: In RMB Yuan, Except Per Share Data

       
For the
quarter ended
31 March,
2015
   
For the
quarter ended
31 March,
2014
   
For the
quarter ended
31 March,
2015
   
For the
quarter ended
31 March,
2014
 
        Consolidated     Consolidated     The Company     The Company  
             
(Restated)
             
                             
Operating revenue
    34,277,583,268       36,630,790,849       13,478,767,897       13,916,696,608  
Less:
 
Operating cost
    23,665,292,043       27,407,466,461       8,953,205,639       9,932,505,373  
   
Tax and levies on operations
    347,942,761       279,246,592       154,755,889       121,246,703  
   
Selling expenses
    992,420       1,103,595              
   
General and administrative expenses
    921,138,922       852,759,976       520,654,679       491,177,138  
   
Financial expenses
    1,910,411,577       2,051,632,603       1,168,060,327       1,317,393,367  
   
Asset impairment loss
    293,038       (59,497 )     (3,920 )     (20,249 )
Add:
 
(Loss)/income on fair value changes of financial assets/liabilities
    (28,911,002 )     7,082,960              
   
Investment income
    344,467,653       256,105,806       1,064,428,978       704,969,249  
   
Including: Investment income from associates and joint ventures
    296,634,274       208,518,962       174,159,588       142,867,057  
                                     
Operating profit
    7,747,069,158       6,301,829,885       3,746,524,261       2,759,363,525  
Add:
 
Non-operating income
    512,361,521       565,494,353       481,200,833       524,515,514  
   
Including: gain on disposals of non-current assets
    1,778,020       2,611,794       1,775,800       1,428,477  
Less:
 
Non-operating expenses
    24,717,763       14,188,750       13,667,466       5,692,791  
   
Including: loss on disposals of non-current assets
    10,816       2,450,380       10,816       2,401,980  
                                     
Profit before tax
    8,234,712,916       6,853,135,488       4,214,057,628       3,278,186,248  
Less:
 
Income tax expense
    2,005,037,555       1,693,930,405       886,331,019       861,774,351  
                                     
Net profit
    6,229,675,361       5,159,205,083       3,327,726,609       2,416,411,897  
                                     
Including: Net profit generated by acquiree before business combination under common control
          595,451,795              
                                     
Attributable to:
                               
Shareholders of the Company
    5,034,088,983       4,159,785,025       3,327,726,609       2,416,411,897  
Non-controlling interests
    1,195,586,378       999,420,058              
                                     
Earnings per share
                               
(based on the net profit attributable to Shareholders of the Company) (expressed in RMB per share)
                               
– Basic earnings per share
    0.35       0.30              
– Diluted earnings per share
    0.35       0.30              
 
 
- 18 -

 
 
Amounts: In RMB Yuan, Except Per Share Data

   
For the
quarter ended
31 March
2015
   
For the
quarter ended
31 March
2014
   
For the
quarter ended
31 March
2015
   
For the
quarter ended
31 March
2014
 
    Consolidated     Consolidated     The Company     The Company  
         
(Restated)
             
                         
Other comprehensive (loss)/income, net of tax
    (12,836,871 )     267,073,218       32,077,170       (103,321,195 )
Other comprehensive income (net of tax) attributed to shareholders of the company that may be reclassified to profit or loss
    (12,496,396 )     266,783,441       32,077,170       (103,321,195 )
Including:
                               
Gains or losses arising from changes in fair value of available-for-sale financial assets
    42,497,359       (106,243,397 )     42,497,359       (106,243,397 )
Share of other comprehensive income of the equity-accounted investee
    (5,586,315 )           (5,586,315 )      
Effective hedging portion of gains or losses arising from cash flow hedging instruments
    371,863,219       (24,329,653 )     (4,833,874 )     2,922,202  
Translation differences arising on translation of foreign currency financial statements
    (421,270,659 )     397,356,491              
Other comprehensive income (net of tax) attributable to non-controlling interests
    (340,475 )     289,777              
                                 
Total comprehensive income
    6,216,838,490       5,426,278,301       3,359,803,779       2,313,090,702  
                                 
Attributable to:
                               
Shareholders of the Company
    5,021,592,587       4,426,568,466       3,359,803,779       2,313,090,702  
Non-controlling interests
    1,195,245,903       999,709,835              


Legal representative:
 
Person in charge of accounting function:
 
Person in charge of accounting department:
Cao Peixi
 
Zhou Hui
 
Li Yinghui

 
- 19 -

 
 
HUANENG POWER INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED AND THE COMPANY CASH FLOW STATEMENTS (PRC GAAP)
FOR THE FIRST QUARTER ENDED 31 MARCH, 2015
 
Amounts: In RMB Yuan
 
 
 
For the
quarter ended
31 March,
2015
   
For the
quarter ended
31 March,
2014
   
For the
quarter ended
31 March,
2015
   
For the
quarter ended
31 March,
2014
 
   
Consolidated
   
Consolidated
   
The Company
   
The Company
 
Items        
(Restated)
             
 
                       
Cash flows generated from operating activities                        
Cash received from sales of goods and services rendered
    39,466,255,187       41,437,607,080       15,554,599,454       16,547,927,244  
Cash received from return of taxes and fees
    13,281,103       17,862,014              
Other cash received relating to operating activities
    739,387,662       560,375,024       464,489,416       489,546,519  
                                 
Sub-total of cash inflows of operating activities
    40,218,923,952       42,015,844,118       16,019,088,870       17,037,473,763  
                                 
Cash paid for goods and services received
    21,892,479,593       27,601,043,886       10,510,353,666       11,404,815,264  
Cash paid to and on behalf of employees including salary, social welfare, education funds and others in such manner
    1,725,879,092       1,616,523,782       774,535,294       756,727,245  
Payments of taxes
    4,783,944,541       3,713,286,625       2,048,452,034       1,706,628,659  
Other cash paid relating to operating activities
    419,748,438       555,395,221       321,639,428       344,683,574  
                                 
Sub-total of cash outflows of operating activities
    28,822,051,664       33,486,249,514       13,654,980,422       14,212,854,742  
                                 
Net cash flows generated from operating activities
    11,396,872,288       8,529,594,604       2,364,108,448       2,824,619,021  
                                 
Cash flows used in investing activities                                
Cash received from withdrawal of investment
          384,702,400       150,000,000       812,702,400  
Cash received on investment income
    126,403,984             986,273,647       493,384,096  
Net cash received from disposals of fixed assets, intangible assets and other long-term assets
    8,958,148       28,663,336       4,327,579       2,229,434  
Cash received for disposal of a subsidiary
          503,809,240             538,297,600  
Other cash received relating to investing activities
    17,161,799       32,383,087              
                                 
Sub-total of cash inflows of investing activities
    152,523,931       949,558,063       1,140,601,226       1,846,613,530  
Cash paid for acquiring fixed assets, intangible assets and other long-term assets
    5,870,356,705       4,159,321,517       1,086,600,786       1,361,744,958  
Cash paid for investments
          82,179,000       8,267,575,368       634,839,000  
Net cash paid for acquiring subsidiaries
    6,514,393,200                    
Other cash paid relating to investing activities
    2,990,596       25,620,633              
                                 
Sub-total of cash outflows of investing activities
    12,387,740,501       4,267,121,150       9,354,176,154       1,996,583,958  
                                 
Net cash flows used in investing activities
    (12,235,216,570 )     (3,317,563,087 )     (8,213,574,928 )     (149,970,428 )
 
 
- 20 -

 
 
Amounts: In RMB Yuan
 
   
For the
quarter ended
31 March,
2015
   
For the
quarter ended
31 March,
2014
   
For the
quarter ended
31 March,
2015
   
For the
quarter ended
31 March,
2014
 
     Consolidated     Consolidated      The Company      The Company  
Items
       
(Restated)
             
                         
Cash flows used in financing activities
                       
Cash received from investments
    331,576,197       198,215,200              
Including: cash received from non-controlling interests of subsidiaries
    331,576,197       198,215,200              
Cash received from borrowings
    17,468,179,752       10,860,781,993       13,221,287,461       6,860,000,000  
Other cash received relating to financing activities
    125,810,385       39,030,000       14,285,385       3,370,000  
                                 
Sub-total of cash inflows of financing activities
    17,925,566,334       11,098,027,193       13,235,572,846       6,863,370,000  
                                 
Repayments of borrowings
    18,242,402,394       14,067,924,166       11,763,602,527       9,793,009,629  
Payments for dividends, profit or interest expense
    2,854,395,405       2,300,445,080       942,424,195       1,154,757,701  
Including: dividends paid to non-controlling interests of subsidiaries
    656,609,580                    
Other cash paid relating to financing activities
    15,416,612       4,696,505             4,500,000  
                                 
Sub-total of cash outflows of financing activities
    21,112,214,411       16,373,065,751       12,706,026,722       10,952,267,330  
                                 
Net cash flows used in financing activities
    (3,186,648,077 )     (5,275,038,558 )     529,546,124       (4,088,897,330 )
                                 
Effect of exchange rate fluctuations on cash held
    (23,567,423 )     40,472,520       40,287,585       1,580,526  
                                 
Net decrease in cash
    (4,048,559,782 )     (22,534,521 )     (5,279,632,771 )     (1,412,668,211 )
Add: cash at beginning of period
    13,021,415,678       10,151,814,274       8,360,386,954       5,196,600,915  
                                 
Cash at end of period
    8,972,855,896       10,129,279,753       3,080,754,183       3,783,932,704  
 
 
Legal representative:
 
Person in charge of accounting function:
 
Person in charge of accounting department:
Cao Peixi
 
Zhou Hui
 
Li Yinghui
 
 
- 21 -

 
 
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 22, 2015