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, 2005
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
----- -----
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934. )
Yes No X
----- -----
(If "Yes" is marked, indicate below the file number assigned to registrant
in connection with Rule 12g3-2(b): 82-__________. )
N/A
Huaneng Power International, Inc.
West Wing, Building C, Tianyin Mansion
No. 2C Fuxingmennan Street
Xicheng District
Beijing, 100031 PRC
This Form 6-K consists of:
The announcement on the supplemental notice of 2004 annual general
meeting of Huaneng Power International, Inc.(the "Registrant"), made by the
Registrant in English on April 22, 2005.
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/ Huang Long
-----------------
Name: Huang Long
Title: Company Secretary
Date: April 22, 2005
[GRAPHIC OMITTED]
HUANENG POWER INTERNATIONAL, INC.
(A Sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 902)
SUPPLEMENTAL Notice of 2004 Annual General Meeting
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Attention:
(1) This supplemental notice is issued for the purposes of informing the
shareholders of the Company that pursuant to the "Standard Opinions on
Shareholders' Meetings of Listed Companies", Huaneng International Power
Development Corporation, a shareholder of the Company, has requested to
table the resolution number 9 below for shareholders' approval at the
2004 Annual General Meeting. Such resolution will then be considered and
examined by shareholders at the 2004 Annual General Meeting.
(2) Revised proxy form ("Revised Proxy Form") is issued to the Company's
shareholders accompanying with this supplemental notice. The proxy form
previously issued by the Company accompanying with the Notice of 2004
Annual General Meeting on 25th March 2005 (if duly completed) will still
be valid unless the Company has received the Revised Proxy Form (if duly
completed).
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NOTICE IS HEREBY GIVEN that the 2004 Annual General Meeting of Huaneng Power
International, Inc. (the "Company") will be held at 9:00 a.m. on Wednesday,
11th May, 2005 at Beijing International Convention Centre at No. 8 Beichen
East Road, Chaoyang District, Beijing, the People's Republic of China for the
conduct of approving the following resolutions:
Ordinary Resolutions:
1. To consider and approve the working report from the Board of Directors
of the Company for year 2004.
2. To consider and approve the working report from the Supervisory
Committee of the Company for year 2004.
3. To consider and approve the audited financial statements of the Company
for year 2004.
4. To consider and approve the profit distribution plan of the Company for
year 2004. (Note 1)
5. To consider and approve the proposal regarding the appointment of
PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd as the PRC auditor of the
Company and PricewaterhouseCoopers as the Company's international
auditor for 2005 with a total remuneration of US$2.01 million.
6. Proposal regarding the change of the session of Board of Directors:-
(Note 2)
6.1 appointment of Mr. Li Xiaopeng as the Company's director.
6.2 appointment of Mr. Huang Yongda as the Company's director.
6.3 appointment of Mr. Wang Xiaosong as the Company's director.
6.4 appointment of Mr. Na Xizhi as the Company's director.
6.5 appointment of Mr. Huang Long as the Company's director.
6.6 appointment of Mr. Wu Dawei as the Company's director.
6.7 appointment of Mr. Shan Qunying as the Company's director.
6.8 appointment of Mr. Yang Shengming as the Company's director.
6.9 appointment of Mr. Xu Zujian as the Company's director.
6.10 appointment of Mr. Liu Shuyuan as the Company's director.
6.11 appointment of Mr. Qian Zhongwei as the Company's independent
director.
6.12 appointment of Mr. Xia Donglin as the Company's independent
director.
6.13 appointment of Mr. Liu Jipeng as the Company's independent director.
6.14 appointment of Mr. Wu Yusheng as the Company's independent director.
6.15 appointment of Mr. Yu Ning as the Company's independent director.
7. Proposal regarding the change of session of Supervisory Committee:-
(Note 3)
7.1 appointment of Mr. Ye Daji as the Company's supervisor.
7.2 appointment of Mr. Shen Weibing as the Company's supervisor.
7.3 appointment of Mr. Shen Zongmin as the Company's supervisor.
7.4 appointment of Ms. Yu Ying as the Company's supervisor.
Special Resolution:
8. To consider and approve the proposed amendments to the Articles of
Association. (Note 4)
Resolution Proposed by Shareholders - Special Resolution:
9. To consider and approve that (i) an approval to be given to the Company
to issue a short-term debenture of an principal amount up to RMB5
billion within 12 months from the date on which shareholders' approval
is obtained; (ii) an unconditional general mandate to be given to the
Company's board of directors or any two or more directors to determine
the terms and conditions and any relevant matters in relation to the
issue of short-term debenture in accordance with the need of the Company
and the market conditions, including the final principal amount of the
short-term debenture to be issued within the prescribed scope as set out
in (i) above, the execution of all necessary legal documents, and the
conduct of appropriate information disclosures.
By Order of the Board
Huang Long
Company Secretary
Beijing, the PRC
22nd April, 2005
Notes:
1. Having been audited by PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd.
and PricewaterhouseCoopers, the Company's net profit for the year ended
31st December 2004 under the PRC GAAP, International Financial Reporting
Standards and US GAAP were Rmb5,389,057,047, Rmb5,323,875,726 and
Rmb5,740,320,198 respectively. 10% and 7.5% of the net profit for year
2004 of the Company under the PRC GAAP (Rmb5,389,057,047) should be
appropriated to the statutory surplus reserve fund and the statutory
public welfare fund respectively, amounting to a total of
Rmb943,084,984. No appropriation will be made to discretionary surplus
reserve fund. According to the Articles of Association of the Company,
dividends for distribution by the Company will be based on the lowest of
the amounts determined in accordance with the aforesaid standards. The
amount of the profit attributable to shareholders for 2004 was
Rmb4,380,790,742.
The Company's proposed dividend distribution plan for the year of 2004
was a cash dividend of Rmb0.25 (tax inclusive) for every share of the
Company. It was estimated that the total amount of cash to be paid as
dividend was Rmb3,013,845,860.
2. Biographies of candidates of Directors:-
Li Xiaopeng Mr. Li, aged 46, graduated from the North China Institute of
Electric Power specializing in power plants and power systems and is a
senior engineer. He is Chairman and President of Huaneng International
Power Development Corporation ("HIPDC"), as well as President of China
Huaneng Group. Starting from June 1994, Mr. Li was Vice President,
President and Vice Chairman of the Company as well as Vice President,
President and Vice Chairman of HIPDC, Chairman of China Huaneng Group
and Vice President of State Power Corporation. Before joining HIPDC, he
had successively served as Engineer of the Power System Research
Division, as Deputy Division Chief of the Planning and Operations
Division, and as General Manager of the Power Technology and Economic
Research Division, Electric Power Research Institute.
Huang Yongda Mr. Huang, aged 48, graduated from China Renmin University,
specializing in industrial financial accounting and is a senior
accountant. He is the President of the Company and the Vice President of
China Huaneng Group. He was the Deputy Director of the Economic
Moderation and State Asset Supervision Office of Ministry of Power
Industry, Deputy Director of the General Office of the Ministry of Power
Industry, Deputy Officer of the Finance and Asset Management Department
of State Power Corporation, Deputy Director of the Power Department of
the State Economic and Trade Commission, President of Jiangxi Province
Power Corporation and Vice President of HIPDC.
Wang Xiaosong Mr. Wang, aged 59, graduated from Beijing Institute of
Electric Power specializing in thermal power engineering and is a senior
engineer. He is Vice President of HIPDC, and Vice President of China
Huaneng Group. He was Vice President of the Company and Vice President
of HIPDC. Before joining the Company, he had served as Deputy General
Manager of Fushun Power Plant, General Manager of Yuanbaoshan Power
Plant and Chief of the Labour and Wages Division of Northeast Power
Administration.
Na Xizhi Mr. Na, aged 52, graduated from Wuhan Hydro-electric
University, specializing in thermal power with a master degree in
engineering and is a senior engineer. He is Vice President of the
Company and Deputy Chief Engineer of China Huaneng Group. He has served
in China Huaneng Group as Deputy Manager of the Power Generation
Department, General Manager of the Operation Department, General Manager
of the Power Safety and Production Department.
Huang Long Mr. Huang, aged 52, graduated with a M.S. degree from North
Carolina State University in the U.S. specializing in communications and
auto-control and is a senior engineer. He is Vice President of the
Company as well as Secretary of the Board of Directors. After joining
the Company, he served as Deputy General Manager and General Manager of
the International Co-operation Department of the Company.
Wu Dawei Mr. Wu, aged 52, has obtained a Master of Business
Administration degree from the Central Europe International Business
School and is a senior engineer. He is Deputy Chief Engineer of China
Huaneng Group and President of China Huaneng Group East China Branch
Company. He joined the Company in 1988 and has served as Deputy General
Manager of Huaneng Shanghai Shidongkou Second Power Plant, Deputy
Manager of Shanghai branch of the Company, and the General Manager of
Huaneng Shanghai Shidongkou Second Power Plant.
Shan Qunying Mr. Shan, aged 52, graduated from Beijing Steel Institute
specializing in automation and is a senior engineer. He is the Vice
President of Hebei Provincial Construction Investment Company. He had
been the Division Chief of Hebei Provincial Construction Investment
Company.
Yang Shengming Mr. Yang, aged 62, graduated from Beijing Light
Industries Institute and is a senior economist. He is the Vice President
of Fujian International Trust and Investment Company Limited, Executive
Director of Hong Kong Minxin Group Limited Company, Director of
Yongcheng Property Insurance Joint Stock Company and Executive Director
of Xiamen International Bank.
Xu Zujian Mr. Xu, aged 51, graduated from Liaoning Finance Institute
majoring in infrastructure finance and is a senior economist. He is
Director and Vice President of Jiangsu Province Guoxin Asset Management
Group Limited Company, and Chairman of Jiangsu Investment Management Co.
Ltd. He was Vice President of Jiangsu International Trust and Investment
Company Limited, President of Jiangsu Province Investment Management Co.
Ltd..
Liu Shuyuan Mr. Liu, aged 55, is a senior economist and a postgraduate
specializing in economic management. He is the Director and is President
of Liaoning Energy Investment (Group) Limited Liability Company. He has
been the Vice President of Liaoning Provincial Trust and Investment
Corporation, of Liaoning Chuangye (Group) Limited Liability Company
(Liaoning Energy Corporation) and Director and President of Liaoning
Chuangye (Group) Limited Liability Company (Liaoning Energy
Corporation).
Qian Zhongwei Mr. Qian, aged 67, graduated from the electrical
engineering department of Qinghua University and is a senior engineer.
He has been the Deputy Chief Engineer, Chief Engineer and Deputy
Director of the Eastern China Power Industry Management Bureau, Director
of Shanghai Electricity Bureau, Director of Eastern China Power
Administration Bureau, and President of Eastern China Power Group
Company.
Xia Donglin Mr. Xia, aged 44, graduated from the Finance and
Administration Science Research Institute of Ministry of Finance,
specialising in accounting and was awarded a Ph.D. degree of Economics.
He is a certified public accountant (non practising member). He is a
professor and Ph.D. tutor of the Economic and Management School of
Qinghua University. He is also the Advisory Specialist of the Accounting
Standard Committee of the PRC Ministry of Finance, General Secretary of
China Accounting Society, and Independent Director of Zhejiang Zhongda
companies and other companies. He was the head of Accounting Department
of Economic and Management School of Qinghua University.
Liu Jipeng Mr. Liu, aged 49, graduated from the Industrial Economic
Department of the Graduate School of China Academy of Social Science
with a master's degree in economics. He is titled as professor and is a
certified public accountant. He is the chairman of Beijing Standard
Consulting Company, professor of Capital Economic and Trade University.
He is also a professor of the Graduate School of China Academy of Social
Science, mentor of graduate students of the Centre for Financial Studies
of the Ministry of Finance, senior consultant of China Power Enterprises
Union, China Securities Market Research and Design Centre and consultant
of State Power Corporation.
Wu Yusheng Mr. Wu, aged 49, graduated from Postgraduate School of China
Electric Power Research Institute specializing in electric power system
and auto-control with a master degree. Mr. Wu is a senior engineer. He
is Deputy Chief Engineer of State Power Grid Corporation and President
of China Electric Power Research Institute. Mr. Wu served as Deputy
Director and senior engineer of Power Grid Department of China Electric
Power Research Institute and Deputy Chief Engineer and Deputy Director
of China Electric Power Research Institute.
Yu Ning Mr. Yu, aged 51, graduated from Peking University specializing
in economic law with a master degree. He is the Deputy President of All
China Lawyers Association, part-time Professor at Peking University,
mentor of master postgraduates at Qinghua University Law School,
practicing lawyer at Beijing Times Law Firm (currently under the name
"Beijing Times Huadi Law Firm"). Mr. Yu served as Deputy Director and
Director of CCP Central Disciplinary Inspection Commission.
3. Biographies of candidates of Supervisors:-
Ye Daji Mr. Ye, aged 60, graduated from Department of Mechanical
Engineering Shanghai Jiao Tong University and is a senior engineer. He
is Chief Engineer of China Huaneng Group. After joining in the Company,
Mr. Ye served as Deputy Manager of Shanghai branch company of Huaneng
International Inc., President of Huaneng Shanghai Shidongkou Second
Power Plant. Since December 1995, Mr. Ye served as Vice President and
President of the Company, Vice President of HIPDC and Director of China
Huaneng Group. Before joining the Company, Mr. Ye served as Deputy Chief
Engineer of Shanghai Shidongkou Power Plant.
Shen Weibing Mr. Shen, aged 38, graduated from Material Management
Department of Beijing Material Institute with a bachelar of science
degree. He is a senior economist. In 2003, he studied at Nanjing
University and received a master degree in business administration. He
is Deputy Chief Officer of Nantong Investment Management Center. He
served as Vice President and President of Nantong Municipal Oil Company,
Vice President and Legal Representative of Nantong Municipal
Construction Investment Company, and Deputy Chief Officer and Chief
Officer of Nantong Investment Management Center.
Shen Zongmin Mr. Shen, aged 51, has a MBA degree. He is Manager of
Shantou Electric Power Development Corporation. He was President of
Shantou Light Industry Mechanical Group, Deputy Manager, and Manager of
Shantou Power Development Corporation and Chairman of Shantou Power
Development Joint Stock Company.
Yu Ying Ms. Yu, aged 50, graduated from Liaoning University of Finance
and Economics, specializing in finance and credit, with a master degree
in Economics. Ms. Yu is a senior economist. She is President of Dalian
Municipal Investment Corporation. Ms. Yu served as Director of Social
Affair Department of Dalian Municipal Planning Commission and Director
of Fixed Assets Investment Department of Dalian Municipal Development
and Planning Commission.
4. Amendments to the Articles of Association
1. That the last paragraph of the existing Article 15 of the Articles of
Association:
"Following issuance of new overseas listed foreign shares,
distribution of dividends and issuance of new shares by conversion
of the additional paid-in capital and the surplus reserve fund as
stipulated in Article 16, share capital structure of the Company
has changed to: 12,055,383,440 common shares including 500,000,000
listed domestic shares representing 4.15% of the total share
capital of the Company, 8,500,000,000 other domestic shares
representing 70.51% of the total share capital of the Company and
3,055,383,440 overseas listed foreign shares representing 25.34%
of the total share capital of the Company;"
be amended as follows:
"The current share capital structure of the Company is:
12,055,383,440 common shares, including:
(1) 5,197,680,000 shares held by Huaneng International Power
Development Corporation, representing 43.12% of the total
share capital;
(2) 904,500,000 shares held by Heibei Provincial Construction
Investment Company, representing 7.50% of the total share
capital;
(3) 624,750,000 shares held by Jiangsu Province International
Trust & Investment Company, representing 5.18% of the total
share capital;
(4) 561,700,000 shares held by Fujian International Trust &
Investment Company, representing 4.66% of the total share
capital;
(5) 459,370,000 shares held by Liaoning Energy Investment
(Group) Limited Liability Company, representing 3.81% of the
total share capital;
(6) 452,250,000 shares held by Dalian Municipal Construction
Investment Company, representing 3.75% of the total share
capital;
(7) 135,750,000 shares held by Nantong Investment Management
Centre, representing 1.13% of the total share capital;
(8) 108,000,000 shares held by Minxin Group, representing 0.90%
of the total share capital;
(9) 38,000,000 shares held by Shantou Power Development Joint
Stock Company Limited, representing 0.32% of the total share
capital;
(10) 13,000,000 shares held by Dandong Energy Investment
Development Centre, representing 0.11% of the total share
capital;
(11) 5,000,000 shares held by Shantou Electric Power Development
Company, representing 0.04% of the total share capital;
(12) 500,000,000 listed domestic shares representing 4.15% of the
total share capital;
(13) 3,055,383,440 overseas listed foreign shares representing
25.34% of the total share capital.
Should there be any discrepancy between the share capital
structure as stipulated above and the record in shareholders
registry as specified in Section 6 of the Articles of Association,
the shareholders registry shall prevail."
2. That Article 101 of the existing Articles of Association:
"The board of supervisors constitutes of 5 shareholder
representatives and 1 employee representative. Shareholder
representatives shall be elected and removed by general meeting
and employee representative shall be elected and removed by
employees of the Company;"
be amended as follows:
"The board of supervisors constitutes of 4 shareholder
representatives and 2 employee representatives. Shareholder
representatives shall be elected and removed by general meeting
and employee representatives shall be elected and removed by
employees of the Company."
5. Eligibility for attending the Annual General Meeting
Holders of the Company's H Shares whose names appear on the HK$ Dividend
H Shares Register and/or the US$ Dividend H Shares Register maintained
by Hong Kong Registrars Limited and holders of the Company's Domestic
Shares whose names appear on the Domestic Shares Register maintained by
the Company at the close of business on 11th April, 2005 are eligible to
attend the Annual General Meeting and are entitled to receive cash
dividends.
6. Proxy
(i) A member eligible to attend and vote at the Annual General Meeting
is entitled to appoint, in written form, one or more proxies to
attend and vote on his behalf. A proxy needs not be a shareholder.
(ii) A proxy should be appointed by a written instrument signed by the
appointor or its attorney duly authorised in writing. If the form
of proxy is signed by the attorney of the appointor, the power of
attorney authorising that attorney to sign or other authorisation
document(s) shall be notarised.
(iii) To be valid, the power of attorney or other authorisation
document(s) which have been notarised together with the completed
form of proxy must be delivered, in the case of holders of
Domestic Shares, to the Company and, in the case of holders of H
Shares, to Hong Kong Registrar Limited, not less than 24 hours
before the time designated for holding of the Annual General
Meeting.
(iv) A proxy may exercise the right to vote by a show of hands or by
poll. However, if more than one proxy is appointed by a
shareholder, such proxies shall only exercise the right to vote by
poll.
7. Registration procedures for attending the Annual General Meeting
(i) A shareholder or his proxy shall produce proof of identity when
attending the meeting. If a shareholder is a legal person, its
legal representative or other persons authorised by the board of
directors or other governing body of such shareholder may attend
the Annual General Meeting by producing a copy of the resolution
of the board of directors or other governing body of such
shareholder appointing such persons to attend the meeting.
(ii) Holders of H Shares intending to attend the Annual General Meeting
should return the reply slip for attending the Annual General
Meeting to the Company on or before 20th April, 2005.
(iii) Shareholders may send the reply slip to the Company in person, by
post or by fax.
8. Closure of H Share Register of MembersThe H share register of members of
the Company will be closed from 11th April, 2005 to 10th May, 2005 (both
days inclusive).
Due to Hong Kong public holidays the last trading day before the closure
of H Share Register is 8th April, 2005.
9. Other Businesses
(i) The Annual General Meeting will last for half day. Shareholders
who attend shall bear their own travelling and accommodation
expenses.
(ii) The address of the Share Registrar for H Shares of the Company,
Hong Kong Registrar Limited, is at:
46/F., Hopewell Centre
183 Queen's Road East
Hong Kong
(iii) The registered address of the Company is at:
West Wing,
Building C,
Tianyin Mansion,
2C Fuxingmennan Street,
Xicheng District,
Beijing 100031,
The People's Republic of China
Telephone No.: (+86)-10-66491999
Facsimile No.: (+86)-10-66491888
As at the date hereof this announcement, the Board comprises:
Li Xiaopeng (Non-executive director) Gao Zongze (Independent non-executive director)
Wang Xiaosong (Non-executive director) Zheng Jianchao (Independent non-executive director)
Huang Yongda (Executive director) Qian Zhongwei (Independent non-executive director)
Ye Daji (Non-executive director) Xia Donglin (Independent non-executive director)
Huang Jinkai (Non-executive director) Liu Jipeng (Independent non-executive director)
Liu Jinlong (Non-executive director)
Shan Qunying (Non-executive director)
Yang Shengming (Non-executive director)
Xu Zujian (Non-executive director)
Liu Shuyuan (Non-executive director)