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 2020
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 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. )
(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 connected transaction of capital
increase in Shanghai Leading by Huaneng Power International, Inc. (the "Registrant");
2. an announcement regarding implementation status in relation
to the performance of undertaking for certain assets acquired by the Registrant in 2016;
3. an announcement regarding proposed re-election and
appointment of directors and supervisors of the Registrant;
4. an announcement of annual results for 2019 of the
Registrant;
5. an announcement of board resolutions of the Registrant; and
6. announcement on the provision for asset impairment of the
Registrant;
Each made by the Registrant on April 1, 2020.
Document 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.
CONNECTED TRANSACTION CAPITAL INCREASE IN SHANGHAI LEADING
RELATIONSHIP BETWEEN THE COMPANY, HUANENG GROUP, HAINAN POWER AND HUANENG GROUP FUEL COMPANY
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. As at the date of publication of this announcement, the controlled generation capacity is 106,924 MW and the equity based generation capacity is 93,676 MW.
Huaneng Group is principally engaged in the operation and management of enterprise investments 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 at the date of publication of this announcement, Huaneng Group holds a 75% direct equity interest and a 25% indirect
equity interest in HIPDC, whilst HIPDC, being the direct controlling shareholder of the Company, holds a 32.28% equity interest in the Company. Huaneng Group also holds a 9.91% direct equity interest in the Company, a 3.01% indirect equity interest
in the Company through Hua Neng HK (a wholly-owned subsidiary of Huaneng Group), and a 0.39% indirect equity interest in the Company through China Huaneng Finance Corporation Limited (a controlling subsidiary of Huaneng Group). At the same time,
the Company holds a 91.80% equity interest in Hainan Power and each of Huaneng Group and the Company holds a 50% equity interest in Huaneng Group Fuel Company, which is a controlling shareholder of Shanghai Leading. Hainan Power and Huaneng Group
Fuel Company shall subscribe for the newly increased registered capital of Shanghai Leading according to their respective shareholding proportion in the Capital Increase. Huaneng Group Fuel Company and Shanghai Leading are associates of Huaneng
Group. Pursuant to the relevant stipulations of the Hong Kong Listing Rules, the Capital Increase constitutes a connected transaction of the Company and is subject to the reporting and announcement requirement and/or independent shareholders’
approval requirement under the Hong Kong Listing Rules.
Hainan Power is a controlling subsidiary of the Company incorporated in the PRC on 12 January 1994, the registered capital of which was
RMB1,326.42 million. It is principally engaged in the investment, construction, operation of various types of power plants, development of conventional energy and renewable energy, etc.
Huaneng Group Fuel Company is a controlling subsidiary of Huaneng Group incorporated in the PRC on 6 December 2010, the registered capital of which was RMB3,000
million. It is principally engaged in the wholesale of coal, warehousing services, information on financial consultation, import and
export businesses, etc. Huaneng Group Fuel Company had the total assets of RMB9,673.28 million, total liabilities of
RMB5,842.57 million and net assets of RMB3,830.72 million as at 31 December 2019, and had the reveune of RMB27,853.13 million and net profit of RMB139.59 million for the year ended 31 December 2019. The above financial information is unaudited.
The relationship among the Company, Huaneng Group, Hainan Power and Huaneng Group Fuel Company are as follows:
Therefore, under the Hong Kong Listing Rules, Huaneng Group and its associates (including Huaneng Group Fuel Company and Shanghai Leading) are
connected persons of the Company.
CAPITAL INCREASE AGREEMENT
The Capital Increase was approved at the meeting of the board of Directors of the Company held on 31 March 2020, and Hainan Power entered into
the Capital Increase Agreement with Huaneng Group Fuel Company, the existing shareholder of Shanghai Leading, and Shanghai Leading.
Major terms of the Capital Increase Agreement are as follows:
Hainan Power shall use its own internal resources to subscribe for the Capital Increase. Upon completion of the Capital
Increase, the amount of the registered capital of Shanghai Leading increased to RMB800 million and Hainan Power shareholding in Shanghai Leading shall remain unchanged at 40%.
INFORMATION REGARDING SHANGHAI LEADING
Incorporated in the PRC on 25 September 2008, Shanghai Leading is located in Shanghai, the registered capital of which was RMB500 million. The
main businesses of Shanghai Leading include domestic waterway transportation, international shipping assistance business and international shipping; cargo transportation agency, international oceanic cargo transport and marine equipment
maintenance; business consulting, domestic shipping agency and international shipping agency; import and export of goods and technology and coal operation.
Huaneng Group Fuel Company, the controlling shareholder of Shanghai Leading, holds 60% of the registered capital of Shanghai Leading and Hainan
Power holds 40% of the registered capital of Shanghai Leading.
Selected Financial Information of Shanghai Leading
The following sets out certain financial information of Shanghai Leading as at 31 December 2017, 31 December 2018 and 31 December 2019, prepared
in accordance with the PRC Accounting Standards:
Unit: RMB’0,000
Reasons for the Capital Increase and the Impact on the Company
The Capital Increase is to satisfy the needs of production and operation of Shanghai Leading. It will increase the aggregate registered capital
of Shanghai Leading and further improve the cash flow and risk resistance capability of Shanghai Leading, so as to effectively respond to the impact of shipping market fluctuations. It is expected that the Capital Increase will bring a stable
investment growth return to the Company in future. Shanghai Leading will not be consolidated into the accounts of the Company following completion of the Capital Increase. The transaction will not impose any material impact on the financial
position of the Company and will not prejudice the interests of the Company and its shareholders.
IMPLICATION UNDER THE HONG KONG LISTING RULES
With respect to the Capital Increase, given the scale of the subscription amount does not exceed 5% of the applicable percentage ratios as
calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Capital Increase does not constitute a notifiable transaction under Chapter 14 of the Hong Kong Listing Rules. The Capital Increase constitutes a connected transaction under
Chapter 14A of the Hong Kong Listing Rules. As the scale of the Capital Increase exceeds 0.1% but does not exceed 5% of the applicable percentage ratios as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, therefore, the Company is
only required to comply with the reporting and announcement requirements under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but is exempt from independent shareholders’ approval requirement.
The Board of Directors of the Company has approved the resolution regarding the Capital Increase. Messrs. Zhao Keyu, Huang Jian and Wang Yongxiang,
all being directors of the Company having connected relationship, abstained from voting on the board resolution relating to the transaction. The
resolution was voted by Directors who are not connected to the transaction. The Directors (including independent non-executive
Directors) are of the view that the Capital Increase Agreement was entered into: (i) on normal commercial terms; (ii) on terms that are fair and reasonable and are in the interests of the Company and its shareholders as a whole and (iii) in the
ordinary and usual course of business of the Company.
DEFINITIONS
As at the date of this announcement, the directors of the Company are:
Beijing, the PRC
1 April 2020
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.
(Stock Code: 902)
IMPLEMENTATION STATUS FOR 2019 IN RELATION TO THE PERFORMANCE UNDERTAKING REGARDING CERTAIN ASSETS ACQUIRED BY THE COMPANY IN 2016
References are made to the announcement of Huaneng Power International, Inc. (the “Company”) dated 15 October 2016 (the
“Announcement”) and the circular of the Company dated 15 November 2016 (the “Circular”) in relation to the discloseable and connected transaction regarding the
Company’s acquisition of the Shandong Power Interests, the Jilin Power Interests, the Heilongjiang Power Interests and the Zhongyuan CCGT Interests. Capitalised terms used herein shall have the same meanings as those defined in the Announcement and
the Circular unless otherwise stated.
As disclosed in the Announcement and the Circular, Huaneng Group guaranteed that the audited actual net profit for 2017, 2018 and 2019 for each of Huaneng Laiwu
Power Generation Limited, Huaneng Jiaxiang Power Generation Limited, Huaneng Jining Canal Power Generation Limited, Huaneng Liaocheng Thermal Power Limited and Huaneng Yantai Power Generation Limited (which was changed to Huaneng Shandong Power
Generation Co., Ltd. Yantai Power Plant since September 2018) (being certain subsidiaries of Huaneng Shandong Power Generation Limited as acquired by the Company) (collectively, “Profit Forecast Companies”,
and individually, “Each Profit Forecast Company”) would not be less than the forecasted net profit. For 2019, the forecasted net profit for Each Profit Forecast Company was as follows:
According to the specific audit report provided by Ernst & Young Hua Ming LLP, the aggregate difference between the actual net profit/(loss) (net profit
after deducting non-recurring gains and losses and absorption of merger effects) and the forecasted net profit for 2019 for the Profit Forecast Companies was RMB-693.8797 million. As the Actual Net Profit of Each Profit Forecast Company for 2019
fell short of the forecasted net profit and according to the terms and compensation formula set out in the Profit Forecast Compensation Agreement, Huaneng Group should compensate the Company the sum of RMB457.727 million. The compensation, which
shall be payable by way of cash by Huaneng Group to the Company within 20 working days from the date of disclosure of the specific audit report.
The Company will publish a further announcement once the compensation amount aforesaid is paid by Huaneng Group.
As at the date of this announcement, the Directors of the Company are:
Beijing, the PRC
1 April 2020
Hong Kong Exchange 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.
RESOLUTIONS PASSED AT
THE TWENTY-EIGHTH MEETING OF THE NINTH SESSION OF THE BOARD OF DIRECTORS
On 31 March 2020, the Board of Directors (“the Board”, “Board of Directors”) of
Huaneng Power International, Inc. (the “Company” or “Huaneng Power International”) convened the Twenty- Eighth Meeting (the “Meeting”)
of the Ninth Session of the Board at the headquarters of the Company in conjunction with the video conferencing communication. Written notice of the Meeting has been sent on 16 March 2020. Twelve Directors were eligible to attend the Meeting. The
attendants of the Meeting included 12 Directors. The Supervisors, the senior management of the Company and the Secretary of the Board were also present at the Meeting. The convening of the Meeting complied with the Company Law of the People’s Republic of China and the Articles of Association of the Company. Mr. Zhao Keyu (Chairman) presided over the Meeting. The following resolutions were considered and approved unanimously at the Meeting:
The Board of Directors of the Company is of the view that the provision for asset impairment is based on the principle of prudence, is
well-founded, and reflects the Company’s asset status fairly, and agreed to the provision of the asset impairment.
It was agreed that the Company’s proposed profit distribution plan for 2019 is a cash dividend of RMB0.135 (tax inclusive) for each ordinary share
of the Company, which is on the basis of the total share capital of the Company. It was estimated that the total amount of cash to be paid as dividends will be RMB2,119,242,603.47.
It was resolved that Ernst & Young Hua Ming LLP would be appointed as the Company's domestic auditors and the auditors for U.S. 20F annual
report, and Ernst & Young as the Company's Hong Kong auditors for 2020. The total remuneration is proposed to be the same as last year of RMB26,500,000, pursuant to the work scope of 2020 and the relevant market rates.
The Self-evaluation Report on Internal Control for 2019 of Huaneng Power International, Inc. was approved, and the Chairman was authorized to sign
it.
The proposal of the above candidates for directorship shall be submitted for approval at the company’s general meeting. The qualifications of the
candidates for independent Directors shall be subject to review and approval by the Shanghai Stock Exchange before the proposal is submitted for consideration at the Company’s general meeting.
The Board of Directors of the Company is satisfied with the work of Mr. Wang Yongxiang and Mr. Yue Heng during their term of tenure, and paid high
regards to the contribution they have made towards the development of the Company over the years. The Company expresses its sincere gratitude to them.
It was agreed that (1) from the date on which the approval is obtained at the 2019 annual general meeting to the conclusion of
the 2020 annual general meeting, the Company be authorised to issue (in either one or multiple tranches) short-term debentures (“Short-term Debentures”) with a principal amount not exceeding RMB10 billion,
super short-term debentures (“Super Short-term Debentures”) with a principal amount not exceeding RMB30 billion, and the non-public placement of debt financing instrument (“Private
Placement of Debt Financing Instrument”) with a principal amount not exceeding RMB6 billion (i.e. the outstanding principal balance of the Short-term Debentures in issue shall not exceed RMB10 billion, the outstanding principal balance of
the Super Short-term Debentures in issue shall not
exceed RMB30 billion and the outstanding principal balance of the Private Placement of Debt Financing Instruments in issue shall
not exceed RMB6 billion at any time within the period as prescribed therein) for use to enhance the debt structure, expand the debt channel and to reduce the finance costs of the Company; (2) approval to be sought at the general meeting for
unconditional general mandate(s) to be given to the Company’s Board of Directors or any two or more Directors to determine the terms and conditions and other relevant matters in relation to the respective tranches of the issue of the Short-term
Debentures, the Super Short-term Debentures and the Private Placement of the Debt Financing Instruments in accordance with the needs of the Company and the market conditions, including but not limited to the final principal amount of the Short-term
Debentures, the Super Short-term Debentures and the Private Placement of the Debt Financing Instruments to be issued and the terms thereof within the prescribed scope as set out in (1) above, and to execute all necessary legal documents, and to
conduct appropriate disclosures of information.
for the issue with relevant regulatory authority, the Company may complete the issue or partial issue of the relevant debt
financing instruments within the term of validity of such approval, permit, filing or registration.
It was agreed that the Board be granted the general mandate to issue domestic shares and/or overseas listed shares. Details of
the mandate are set out below:
of Huaneng Power International within the Relevant Period pursuant to the approval in paragraph (1) shall not exceed 20% of each
class of the existing domestic shares and overseas listed foreign shares of Huaneng Power International in issue at the time when this resolution is passed at the 2019 annual general meeting.
“General Mandate” means the general mandate to be approved in this resolution;
“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:
Shandong Power Generation Co., Ltd. Yantai Power Plant, being the subsidiaries acquired by Huaneng Power International, Inc. from
Huaneng Shandong Power Generation Limited, was agreed.
The Board of Directors (including independent Directors) are of the view that the Capital Increase Agreement was entered into: (i) on normal
commercial terms; (ii) on terms that are fair and reasonable and are in the interests of the Company and its shareholders as a whole and (iii) in the ordinary and usual course of business of the Company.
As resolutions number 2, 4, 5, 6, 12, 13, 14 and 15 above and the proposal regarding provision of guarantee for a subsidiary of the Company passed at the 27th
meeting of the Ninth Session of the Board should be tabled at the general meeting for approval, the Board has decided to convene the annual general meeting for 2019 and submit the said proposals at the annual general meeting for 2019 for
consideration and approval. Details including the time, venue and agenda of the meeting will be announced by the Board by way of a separate notice of annual general meeting.
According to the relevant listing rules of the places where the Company’s shares are listed, the Company’s directors, Zhao Keyu, Huang Jian and
Wang Yongxiang (all being related Directors), have abstained from voting on the above resolutions numbers 16 and 17. The Independent Directors of the Company have approved the above resolutions numbers 5, 6, 12 and 17, and provided their opinions.
The above resolutions were passed on 31 March 2020 in Beijing.
As at the date of this announcement, the Directors of the Company are:
Beijing, the PRC
1 April 2020
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.
Announcement on the provision for asset impairment
This announcement is made pursuant to Rule 13.09 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 (Cap. 571 of the Laws of Hong Kong).
The “Proposal on the Company’s Provision of Impairment Provisions for Significant Assets” was considered and passed at the 28th Meeting of the Ninth Session of
the Board of Directors of Huaneng Power International, Inc. (the “Company” or “Huaneng Power International”) convened on 31 March 2020. To objectively reflect the
Company’s asset status and operating results, and to ensure that the accounting information is authentic and reliable, the Company adopts the necessary impairment testing and evaluation of assets with signs of impairment in accordance with the
relevant provisions of the “Accounting Standards for Business Enterprises No. 8-Asset Impairment”, the Company proposes to make provision for impairment of assets with signs of impairment based on the principle of prudence. The main particulars are
as follows:
power generation market share, the provision for impairment of Huaneng Xinhua Power Generation Co., Ltd., Huaneng Hegang Power Generation
Co., Ltd. is RMB620 million and RMB255 million, respectively. Yunnan Diandong Yuwang Energy Co., Ltd. accrues the impairment of RMB367 million because its generator set is listed as a provincial reserve power supply and the future capacity
cooperation with Guizhou delays. Due to the large investment in the first phase of Jiangjunmao project and the unattainable expectation in the future throughput, Huaneng (Fujian) Seaport Co., Ltd. accrue the impairment of RMB485 million. When
conducting the impairment test, the Company considers hat the cash inflows generated by the above asset group were basically independent in accordance with the relevant provisions of the “Accounting Standards for Business Enterprises No. 8 –
Impairment of Assets”. Accordingly, the each relevant assets of the Company was identified as separate assets group. The main parameters used in estimating the recoverable amount of these asset groups include the utilization hours of generating
units, fuel prices and discount rates. The Company estimates the future utilization hours and fuel prices of generating units is based on the Company’s 2020 budget and the Company’s understanding of market conditions and related industrial
policies. The Company determines the discount rate after making appropriate adjustments based on the weighted average capital cost. When conducting the impairment test, a pre-tax discount rate of 7.00% -10.90% was used.
RMB16 million, the scrapped asset such as dredge pump in Huaneng International Power Co., Ltd. Dezhou Power Plant was RMB12 million, and the
scrapped asset of other units was RMB49 million.
The aforesaid accrual of impairment provisions has reduced the Company’s total profit under the PRC Accounting Standards on consolidated
basis in 2019 by approximately RMB5.886 billion, reduced the Company’s total profit in 2019 under the IFRS on consolidated basis by approximately RMB6.281 billion.
The “Proposal on the Company’s Provision of Impairment Provisions for Significant Assets” was considered and passed at the 28th Meeting of
the Ninth Session of the Board of Directors convened on 31 March 2020.
The Board of Directors of the Company is of the view that the provision for asset impairment is based on the principle of prudence, is
well-founded, and reflects the Company’s asset status fairly, and agreed to the provision of the asset impairment.
The Company convened the 15th meeting of the Ninth Supervisory Committee on 31 March 2020, and considered and approved the “Proposal on the
Provision of Major Impairment of the Company’s Assets”. The Supervisory Committee of the Company is of the view that the provision for asset impairment is based on the principle of prudence, is well-founded, and reflects the Company’s asset status
fairly, and agreed to the provision for the asset impairment.
As at the date of this announcement, the Directors of the Company are:
Beijing, the PRC
1 April 2020
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.
Date: April 1, 2020