1.
|
A
press release on the results for the first three quarters of 2007
of
Huaneng Power International, Inc. (the “Registrant”) and the financial
statements attached thereto;
|
2.
|
An
announcement on the third quarterly report of 2007 of the
Registrant;
|
3.
|
An
announcement on connected transaction of the Registrant;
and
|
4.
|
An
announcement on the resolutions passed at the thirteenth meeting
of the
fifth session of the board of the
Registrant;
|
To:
Business Editor
|
[For
Immediate Release]
|
HUANENG
POWER INTERNATIONAL, INC.
|
Announces
Results for the First Three Quarters of
2007
|
Equity
Net Profit Increases by 25.03% to RMB4.465
Billion
|
Encl:
|
The
unaudited summary financial information of the Company for the
nine months
ended September 30, 2007.
|
The
summary financial information is published under the listing
regulations
of the China Securities Regulatory Commission. The summary
financial information was prepared in accordance with “Accounting
Standards for Business Enterprises” of the People’s Republic of China
(“PRC GAAP”), which differs from the International Financial Reporting
Standards (“IFRS”) and the accounting principles generally accepted in the
United States of America (“US GAAP”). No reconciliation with
IFRS or US GAAP has been made in the presentation of the summary
financial
information.
|
For
further information, please
contact:
|
Ms.
Meng Jing / Ms. Zhao Lin
|
Ms.
Patricia Tse / Ms. Christy Lai
|
Huaneng
Power International, Inc.
|
Rikes
Communications Limited
|
Tel: (8610)
6649 1856 / 1866
|
Tel: (852)
2520 2201
|
Fax:
(8610) 6649 1860
|
Fax:
(852) 2520 2241
|
Email:
zqb@hpi.com.cn
|
30th September
2007
|
31st December
2006
|
30th September
2007
|
31st December
2006
|
||||||||||||||||
ASSETS
|
Consolidated
|
Consolidated
|
The
Company
|
The
Company
|
|||||||||||||||
(Restated)
|
(Restated)
|
||||||||||||||||||
CURRENT
ASSETS
|
|||||||||||||||||||
Cash
|
4,313,680,209
|
3,411,054,724
|
2,698,246,212
|
1,623,357,667
|
|||||||||||||||
Financial
assets at fair value
through
profit and loss
|
-
|
100,179,545
|
-
|
100,179,545
|
|||||||||||||||
Notes
receivable
|
1,532,902,043
|
1,133,980,632
|
467,090,894
|
358,225,876
|
|||||||||||||||
Accounts
receivable
|
5,059,878,936
|
6,181,701,887
|
2,958,294,223
|
3,757,011,387
|
|||||||||||||||
Advances
to suppliers
|
299,599,225
|
394,261,228
|
155,066,071
|
195,668,083
|
|||||||||||||||
Interest
receivable
|
1,879,384
|
1,552,631
|
1,879,384
|
1,552,631
|
|||||||||||||||
Dividend
receivable
|
-
|
12,842
|
24,000,000
|
-
|
|||||||||||||||
Other
receivables
|
403,089,722
|
206,037,788
|
439,089,267
|
226,431,421
|
|||||||||||||||
Inventories
|
2,723,481,305
|
2,133,534,601
|
1,648,143,342
|
1,246,903,789
|
|||||||||||||||
Other
current assets
|
29,690,114
|
2,200,341
|
6,716,441
|
137,319
|
|||||||||||||||
Total
current assets
|
14,364,200,938
|
13,564,516,219
|
8,398,525,834
|
7,509,467,718
|
|||||||||||||||
NON-CURRENT
ASSETS
|
|||||||||||||||||||
Available-for-sale
financial
assets
|
3,317,369,580
|
1,458,758,700
|
3,317,369,580
|
1,458,758,700
|
|||||||||||||||
Long-term
equity investments
|
6,701,006,481
|
5,177,040,904
|
14,511,083,566
|
14,680,259,555
|
|||||||||||||||
Fixed
assets
|
66,717,426,955
|
75,096,255,786
|
35,555,504,640
|
35,644,252,152
|
|||||||||||||||
Construction-in-progress
|
13,007,017,599
|
8,627,649,714
|
10,048,227,144
|
5,002,103,726
|
|||||||||||||||
Construction
materials
|
3,772,960,021
|
3,738,068,794
|
3,158,127,009
|
2,814,290,927
|
|||||||||||||||
Intangible
assets
|
2,139,961,432
|
1,848,960,731
|
1,459,446,206
|
1,271,731,865
|
|||||||||||||||
Goodwill
|
140,442,016
|
144,341,787
|
1,528,308
|
1,528,308
|
|||||||||||||||
Long-term
deferred expenses
|
17,825,701
|
43,958,341
|
1,966,345
|
2,969,283
|
|||||||||||||||
Deferred
income tax assets
|
123,292,252
|
173,464,942
|
60,887,500
|
58,267,494
|
|||||||||||||||
Other
non-current assets
|
-
|
68,943,706
|
-
|
-
|
|||||||||||||||
Total
non-current assets
|
95,937,302,037
|
96,377,443,405
|
68,114,140,298
|
60,934,162,010
|
|||||||||||||||
TOTAL
ASSETS
|
110,301,502,975
|
109,941,959,624
|
76,512,666,132
|
68,443,629,728
|
30th September
2007
|
31st December
2006
|
30th September
2007
|
31st December
2006
|
|||||||||||||
LIABILITIES
AND
SHAREHOLDERS’
EQUITY
|
Consolidated
|
Consolidated
|
The
Company
|
The
Company
|
||||||||||||
(Restated)
|
(Restated)
|
|||||||||||||||
CURRENT
LIABILITIES
|
||||||||||||||||
Short-term
loans
|
11,846,063,040
|
8,161,909,780
|
5,030,000,000
|
3,422,750,000
|
||||||||||||
Notes
payable
|
803,876,500
|
751,507,699
|
771,816,000
|
542,494,600
|
||||||||||||
Accounts
payable
|
1,757,575,567
|
1,276,992,234
|
1,024,638,466
|
765,329,899
|
||||||||||||
Salary
and welfare
payables
|
424,586,712
|
584,043,125
|
296,821,944
|
372,238,817
|
||||||||||||
Taxes
payables
|
555,667,759
|
1,191,782,771
|
323,701,935
|
666,037,521
|
||||||||||||
Interest
payables
|
152,250,855
|
195,642,558
|
84,360,860
|
119,863,967
|
||||||||||||
Dividends
payable
|
28,150,000
|
-
|
-
|
-
|
||||||||||||
Other
payables
|
5,046,324,716
|
4,912,104,399
|
3,240,467,952
|
2,078,292,827
|
||||||||||||
Current
portion of
non-current
liabilities
|
2,696,107,766
|
3,331,954,868
|
1,092,540,319
|
1,085,447,233
|
||||||||||||
Provisions
|
-
|
4,416,482
|
-
|
-
|
||||||||||||
Other
current liabilities
|
5,290,110,229
|
5,233,590,022
|
5,174,584,922
|
5,177,272,288
|
||||||||||||
Total
current liabilities
|
28,600,713,144
|
25,643,943,938
|
17,038,932,398
|
14,229,727,152
|
||||||||||||
NON-CURRENT
LIABILITIES
|
||||||||||||||||
Long-term
loans
|
31,778,202,667
|
35,098,618,746
|
14,265,673,989
|
11,182,454,295
|
||||||||||||
Specific
payables
|
403,449,142
|
203,480,035
|
335,069,142
|
157,600,035
|
||||||||||||
Deferred
income tax
liabilities
|
541,794,662
|
378,585,382
|
538,159,266
|
347,024,298
|
||||||||||||
Other
non-current
liabilities
|
223,810,798
|
37,847,158
|
223,810,798
|
-
|
||||||||||||
Total
non-current
liabilities
|
32,947,257,269
|
35,718,531,321
|
15,362,713,195
|
11,687,078,628
|
||||||||||||
TOTAL
LIABILITIES
|
61,547,970,413
|
61,362,475,259
|
32,401,645,593
|
25,916,805,780
|
||||||||||||
SHAREHOLDERS’
EQUITY
|
||||||||||||||||
Share
capital
|
12,055,383,440
|
12,055,383,440
|
12,055,383,440
|
12,055,383,440
|
||||||||||||
Capital
surplus
|
10,901,477,414
|
9,929,681,615
|
10,914,724,380
|
9,929,681,615
|
||||||||||||
Surplus
reserves
|
5,480,295,342
|
5,470,468,342
|
5,480,295,342
|
5,470,468,342
|
||||||||||||
Undistributed
profits
|
16,113,754,020
|
15,024,443,205
|
15,660,617,377
|
15,071,290,551
|
||||||||||||
Capital
and reserves
attributable to
shareholders of the
Company
|
44,550,910,216
|
42,479,976,602
|
44,111,020,539
|
42,526,823,948
|
||||||||||||
Minority
interests
|
4,202,622,346
|
6,099,507,763
|
-
|
-
|
||||||||||||
Total
shareholders’ equity
|
48,753,532,562
|
48,579,484,365
|
44,111,020,539
|
42,526,823,948
|
||||||||||||
TOTAL
LIABILITIES AND
SHAREHOLDERS’
EQUITY
|
110,301,502,975
|
109,941,959,624
|
76,512,666,132
|
68,443,629,728
|
Legal
representative:
|
Person
in charge of accounting
function:
|
Person
in charge of accounting
department:
|
|||||
Li
Xiaopeng
|
Zhou
Hui
|
Huang
Lixin
|
For
the third
quarter
ended
30th September,
2007
|
For
the third
quarter
ended
30th September,
2006
|
For
the third
quarter
ended
30th September,
2007
|
For
the third
quarter
ended
30th September,
2006
|
||||||||||||||
Consolidated
|
Consolidated
|
The
Company
|
The
Company
|
||||||||||||||
(Restated)
|
(Restated)
|
||||||||||||||||
1.
Revenue from operations
|
12,728,078,936
|
11,653,200,371
|
8,374,489,768
|
7,222,928,650
|
|||||||||||||
Less:
|
Cost
of operations
|
(10,311,381,986 | ) | (8,854,494,049 | ) | (6,697,913,884 | ) | (5,689,504,506 | ) | ||||||||
Tax
and levies on
operations
|
(35,759,838 | ) | (43,187,790 | ) | (4,537,854 | ) | (1,511,535 | ) | |||||||||
General
and administrative
expenses
|
(373,305,232 | ) | (352,141,511 | ) | (262,257,187 | ) | (257,464,473 | ) | |||||||||
Financial
expenses, net
|
(520,011,319 | ) | (422,317,864 | ) | (157,651,780 | ) | (133,113,523 | ) | |||||||||
Assets
impairment loss
|
1,399,332
|
977,176
|
1,218,162
|
1,321,418
|
|||||||||||||
Add:
|
Gain
or (loss) from
changes
in fair value
|
-
|
(6,739,107 | ) |
-
|
(6,739,107 | ) | ||||||||||
Investment
income
|
282,110,148
|
146,708,553
|
281,745,323
|
515,294,723
|
|||||||||||||
including:investment
income
from
associates
|
282,101,790
|
151,962,195
|
281,736,966
|
151,357,194
|
|||||||||||||
2.
Operating profit
|
1,771,130,041
|
2,122,005,779
|
1,535,092,548
|
1,651,211,647
|
|||||||||||||
Add:
|
Non-operating
income
|
6,454,548
|
2,754,046
|
3,496,377
|
29,885,312
|
||||||||||||
Less:
|
Non-operating
expenses
|
(4,273,396 | ) | (9,301,081 | ) | (2,850,803 | ) | (3,487,426 | ) | ||||||||
including:loss
from
disposals of
non-current
assets
|
(582,828 | ) | (176,498 | ) | (98,935 | ) | (176,499 | ) | |||||||||
3.
Profit before taxation
|
1,773,311,193
|
2,115,458,744
|
1,535,738,122
|
1,677,609,533
|
|||||||||||||
Less:
|
Income
tax
|
(194,151,436 | ) | (406,700,412 | ) | (121,090,136 | ) | (178,600,687 | ) | ||||||||
4.
Net profit
|
1,579,159,757
|
1,708,758,332
|
1,414,647,986
|
1,499,008,846
|
|||||||||||||
Attributable
to:
|
|||||||||||||||||
Shareholders
of the Company
|
1,528,229,139
|
1,471,094,205
|
1,414,647,986
|
1,499,008,846
|
|||||||||||||
Minority
interests
|
50,930,618
|
237,664,127
|
-
|
-
|
|||||||||||||
5.
Earnings per share (based on
the net profit attributable to
shareholders of the Company)
|
|||||||||||||||||
Basic
|
0.13
|
0.12
|
|||||||||||||||
Diluted
|
0.13
|
0.12
|
Legal
representative:
|
Person
in charge of accounting
function:
|
Person
in charge of accounting
department:
|
|||||
Li
Xiaopeng
|
Zhou
Hui
|
Huang
Lixin
|
For
the nine
months
ended
30th September, 2007
|
For
the nine
months
ended
30th September, 2006
|
For
the nine
months
ended
30th September, 2007
|
For
the nine
months
ended
30th September, 2006
|
||||||||||||||
Consolidated
|
Consolidated
|
The
Company
|
The
Company
|
||||||||||||||
(Restated)
|
(Restated)
|
||||||||||||||||
1.
Revenue from operations
|
35,927,871,120
|
31,570,910,515
|
23,186,795,919
|
19,973,532,047
|
|||||||||||||
Less:
|
Cost
of operations
|
(29,014,643,335 | ) | (24,522,476,260 | ) | (18,816,673,790 | ) | (16,146,763,401 | ) | ||||||||
Tax
and levies on
operations
|
(105,654,652 | ) | (110,511,976 | ) | (10,889,146 | ) | (4,249,671 | ) | |||||||||
General
and administrative
expenses
|
(1,140,810,818 | ) | (996,198,013 | ) | (821,686,539 | ) | (727,303,199 | ) | |||||||||
Financial
expenses, net
|
(1,360,738,158 | ) | (1,253,939,544 | ) | (387,223,437 | ) | (401,320,295 | ) | |||||||||
Assets
impairment loss
|
(5,283,007 | ) | (8,296,102 | ) | (7,094,457 | ) | (44,406,136 | ) | |||||||||
Add:
|
Gain
or (loss) from
changes
in fair value
|
(100,179,545 | ) |
30,947,484
|
(100,179,545 | ) |
30,947,484
|
||||||||||
Investment
income
|
1,344,649,072
|
448,036,549
|
1,343,080,434
|
1,334,570,019
|
|||||||||||||
including:investment
income from
associates
|
589,822,547
|
435,856,303
|
588,288,369
|
434,708,532
|
|||||||||||||
2.
Operating profit
|
5,545,210,677
|
5,158,472,653
|
4,386,129,439
|
4,015,006,848
|
|||||||||||||
Add:
|
Non-operating
income
|
20,360,278
|
16,393,993
|
12,001,178
|
40,347,510
|
||||||||||||
Less:
|
Non-operating
expenses
|
(19,670,227 | ) | (16,551,008 | ) | (19,911,930 | ) | (8,407,241 | ) | ||||||||
including:loss
from
disposals
of
non-current
assets
|
(15,409,669 | ) | (903,065 | ) | (14,354,789 | ) | (672,808 | ) | |||||||||
3.
Profit before taxation
|
5,545,900,728
|
5,158,315,638
|
4,378,218,687
|
4,046,947,117
|
|||||||||||||
Less:
|
Income
tax
|
(832,518,894 | ) | (937,409,199 | ) | (413,384,500 | ) | (439,915,480 | ) | ||||||||
4.
Net profit
|
4,713,381,834
|
4,220,906,439
|
3,964,834,187
|
3,607,031,637
|
|||||||||||||
Attributable
to:
|
|||||||||||||||||
Shareholders
of the Company
|
4,464,818,177
|
3,570,900,284
|
3,964,834,187
|
3,607,031,637
|
|||||||||||||
Minority
interests
|
248,563,657
|
650,006,155
|
-
|
-
|
|||||||||||||
5.
Earnings per share (based on
the net profit attributable to
shareholders of the Company)
|
|||||||||||||||||
Basic
|
0.37
|
0.30
|
|||||||||||||||
Diluted
|
0.37
|
0.30
|
Legal
representative:
|
Person
in charge of accounting
function:
|
Person
in charge of accounting
department:
|
|||||
Li
Xiaopeng
|
Zhou
Hui
|
Huang
Lixin
|
Pursuant
to the regulations of the China Securities Regulatory Commission,
Huaneng
Power International, Inc. (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 pursuant to Rule 13.09 of the Rules Governing
the
Listing of Securities on The Stock Exchange of Hong Kong
Limited.
|
1.1
|
The
board of directors and the supervisory committee of the Company
together
with the members thereof and the senior management guarantee 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
|
Mr.
Li Xiaopeng (Chairman), Ms. Zhou Hui (person in charge of accounting
function) and Mr. Huang Lixin (person in charge of the Financial
Department) warrant the truthfulness and completeness of the content
of
the third quarterly report of 2007.
|
1.4
|
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.
|
2.1
|
Major
financial information and financial indicators (PRC
GAAP)
|
(Amounts:
In Rmb Yuan)
|
||||
End
of current
reporting
period
|
End
of
last
year
|
Variance
from
end
of
last
year (%)
|
||
Total
Assets
|
110,301,502,975.00
|
109,941,959,624.00
|
0.33
|
|
Shareholders’
equity (excluding minority interest)
|
44,550,910,216.00
|
42,479,976,602.00
|
4.88
|
|
Net
assets per share
|
3.70
|
3.52
|
5.11
|
From
the beginning of
the
year to the end of
current
reporting period
(January
- September)
|
Variance
from
corresponding
period
of
last year (%)
|
|
Net
cash inflow from operating activities
|
9,194,933,798.00
|
-14.64
|
Net
cash inflow from operating activities per share
|
0.76
|
-14.61
|
Current
reporting
period
(July
-
September)
|
From
the
beginning
of
the
year to the
end
of current
reporting
period
(January
-
September)
|
Variance
from
corresponding
period
of
last year
(%)
|
|
Net
profit
|
1,528,229,139.00
|
4,464,818,177.00
|
25.03
|
Basic
earnings per share
|
0.13
|
0.37
|
23.33
|
Basic
earnings per share after deducting non-recurring
items
|
—
|
0.33
|
—
|
Diluted
earnings per share
|
0.13
|
0.37
|
23.33
|
Return
on net assets (%)
|
3.43
|
10.02
|
Increased
by 1.04%
|
Return
on net assets after deducting non-recurring
items
(%)
|
3.43
|
9.02
|
Increased
by 0.06%
|
Non-recurring
items
|
Total
amount from the beginning of
the
period to the end of current
reporting
period
(January
- September)
|
|
Gains
from disposal of non-current assets
|
513,973,514
|
|
Government
grant recorded in profit and loss account
|
8,460,032
|
|
Gain
on provision not related to principal operations of the
Company
|
2,225,283
|
|
Other
net non-operating gains excluding the items above
|
3,397,495
|
|
Tax
impact on non-recurring items
|
-77,960,950
|
|
Non-recurring
items attributable to minority interests
|
-2,908,490
|
|
Total
|
447,186,884
|
Note
1:
|
All
financial information and indicators relating to equity and profit
described above are attributable to the ordinary shareholders of
the
Company.
|
Note
2:
|
Non-recurring
gains are presented in positive figures in the table
above.
|
2.2
|
Total
number of shareholders and shareholding of the ten largest holders
of
shares in circulation as at the end of the reporting
period
|
Name
of shareholder (full name)
|
Number
of shares
in
circulation
without
any selling
restrictions
as at
the
end of the
reporting
period
|
Type
of shares
|
Hebei
Provincial Construction Investment Company
|
602,769,172
|
A
shares
|
Jiangsu
Provincial Investment & Management Limited Liability
Company
|
405,300,000
|
A
shares
|
Fujian
Investment Enterprise Holdings Company
|
338,466,667
|
A
shares
|
Liaoning
Energy Investment (Group) Limited Liability Company
|
332,913,333
|
A
shares
|
Dalian
Municipal Construction Investment Company
|
301,500,000
|
A
shares
|
Horizon
Asset Management, Inc.
|
270,066,240
|
H
shares
|
Nantong
Investment Management Limited Company
|
90,500,000
|
A
shares
|
Kinetics
Asset Management, Inc.
|
86,788,080
|
H
shares
|
Newgate
Capital Management LLC
|
59,129,640
|
H
shares
|
Renaissance
Technologies Corp.
|
36,368,000
|
H
shares
|
3
|
Significant Events |
3.1
|
Disclosure
as to, and reasons for, material changes in accounting items and
financial
indices of the Company
|
|
(1)
|
The
construction projects of the Company progressed as planned. Therefore
there was a relatively large movement in construction-in-progress
on the
balance sheet.
|
|
(2)
|
The
Company received VAT refunds on purchases of domestic-made equipment
and
environmental protection refunds; thus there was a relatively large
increase in other Non-current liabilities and specific payables
on the
balance sheet.
|
|
(3)
|
As
the Company exercised the stock warrants of China Yangtze Power
Co., Ltd
(“Yangtze Power”) and the share price of Yangtze Power increased, there
was a relatively large increase in available-for-sale financial
assets on
the balance sheet.
|
|
(4)
|
The
Company sold a portion of the shares of Yangtze Power and exercised
the
stock warrants of this investee during the period. These resulted
in
relatively large fluctuations in the gain or loss from changes
in fair
value and the investment income accounts in the profit and loss
account.
|
3.2
|
The
progress of significant events and their impact as well as the
analysis
and explanations for the
solutions
|
Name
of shareholder
|
Specific
undertaking(s) given
|
Status
of implementation of the specific
undertaking(s)
|
China
Huaneng Group (“Huaneng Group”) and Huaneng International Power
Development Corporation (“HIPDC”)
|
The
original non-circulating shares in the Company held by Huaneng
Group and
HIPDC are not allowed to be traded on the market within 60 months
starting
from 19 April 2006.
|
The
consideration price was settled on 19 April 2006 and China Securities
Registration Clearing Limited Liability Company Shanghai Sub- Branch
has
been appointed to impose selling restrictions against those shares
of the
Company that are subject to the lock-up.
|
Hebei
Provincial Construction Investment Company
|
The
original non-circulating shares in the Company held by Hebei Provincial
Construction Investment Company are not allowed to be traded on
the market
or transferred within 12 months starting from 19 April, 2006. Upon
expiry
of the aforementioned lock-up period, Hebei Provincial Construction
Investment Company can sell its original non-circulating shares
on the
market through security exchange. The shares to be sold within
a period of
12 months shall not exceed 5% of the total issued shares of the
Company,
and within a period of 24 months, the shares to be sold shall not
exceed
10% of the total issued shares of the Company.
|
The
consideration price was settled on 19 April 2006 and China Securities
Registration Clearing Limited Liability Company Shanghai Sub- Branch
has
been appointed to impose selling restrictions against those shares
of the
Company that are subject to the lock-up. As at 19 April 2007, circulating
listed shares (with selling restrictions) held by Hebei Provincial
Construction Investment Company were 602,769,172 shares while the
remaining circulating shares (with selling restrictions) were 230,828
shares.
|
Minxin
Group Limited
|
All
the original non-circulating shares in the Company are not allowed
to be
traded on the market or transferred within 12 months starting from
19th
April 2006.
|
The
undertaking has been performed. Please see Note 1 for details relating
to
the listing status of the circulating shares (with selling restrictions)
held by Minxin Group Limited.
|
Note
1
|
According
to the Revised Explanatory Statement on the Share Reform of Huaneng
Power
International, Inc. published by the Company on 16 March 2006,
Huaneng
Group entered into a share transfer agreement with the holders
of the
non-circulating shares of the Company (other than HIPDC). Pursuant
to
which, Huaneng Group acquired part of the shares of the Company
from the
holders of the non-circulating shares of the Company (other than
HIPDC)
before the implementation of the settlement of the consideration
for the
share reform while after the completion of the said share transfer,
Huaneng Group took the lead to make and execute the consideration
settlement arrangement that the holders of the non-circulating
shares
(other than HIPDC) of the Company were obliged to do under the
share
reform to the holders of the circulating A shares of the
Company. The aggregate of 223,233,333 shares that should be
transferred by Fujian Investment Enterprise Holdings Limited (“Fujian
Investment”) and Minxin Group Limited (“Minxin Group”) were then all made
by Fujian Investment to the Company. On 28 March 2007, Minxin Group
appointed the Company to apply on its behalf the listing of 108,000,000
circulating shares (which are subject selling restrictions) of
the
Company. However, at the request of Fujian Investment, since Minxin
Group
is negotiating with Fujian Investment in respect of the performance
of the
obligations of Minxin Group by Fujian Investment under the share
reform,
those 108,000,000 circulating shares (which are subject to selling
restrictions) held by Minxin Group will not be listed before such
matters
have been settled. After Fujian Investment and Minxin Group reach
agreement on such matters, the application for the listing of the
aforesaid 108,000,000 circulating shares (which are subject to
selling
restrictions) of the Company could then be made. The Company
will further make announcement in respect of the listing of such
circulating shares (which are subject to selling restrictions)
of the
Company.
|
3.4
|
Disclosure
as to, and reasons for, the warning in respect of forecast of a
probable
loss in respect of the accumulated net profit from the beginning
of the
financial year to the end of the next reporting period or any significant
changes in profit as compared with that of the corresponding period
of
last year
|
No.
|
Stock
code
|
Abbreviation
|
Shareholding
|
Percentage|
of
total
shares
of
the
subject
company
|
Initial
investment
amount
(RMB)
|
Accounting
treatment
|
|
1
|
600900
|
China
Yangtze Power Co., Ltd.
|
171,706,500
|
1.82
|
541,668,851.98
|
Available-for-sales
financial assets
|
|
Total
|
¾
|
¾
|
541,668,851.98
|
3.5.2
|
Company’s
shareholdings in non-listed financial institutions and proposed
listed
companies
|
Name
of subject Company
|
Initial
investment
amount
(RMB)
|
Number
of
Shares
|
Percentage
of
total
interests
in
the subject
company
(%)
|
Book
value at
the
end of the
Period
(RMB)
|
|
China
Huaneng Finance Corporation Ltd.
|
288,000,000
|
20
|
444,097,499.95
|
||
Shenzhen
Energy Group Co., Ltd.
|
2,390,000,000
|
25
|
3,190,673,590.33
|
||
Sub-total
|
2,678,000,000
|
—
|
3,634,771,090.28
|
By
Order of the Board
Huaneng
Power International, Inc.
Li
Xiaopeng
Chairman
|
Li
Xiaopeng
(Executive
Director)
|
Qian
Zhongwei
(Independent
Non-executive Director)
|
Huang
Yongda
(Non-executive
Director)
|
Xia
Donglin
(Independent
Non-executive Director)
|
Na
Xizhi
(Executive
Director)
|
Liu
Jipeng
(Independent
Non-executive Director)
|
Huang
Long
(Non
executive Director)
|
Wu
Yusheng
(Independent
Non-executive Director)
|
Wu
Dawei
(Non-executive
Director)
|
Yu
Ning
(Independent
Non-executive Director)
|
Shan
Qunying
(Non-executive
Director)
|
|
Ding
Shida
(Non-executive
Director)
|
|
Xu
Zujian
(Non-executive
Director)
|
|
Liu
Shuyuan
(Non-executive
Director)
|
|
Beijing,
the PRC
23
October 2007
|
· On
29 August 2007, the shareholders of Huaneng Finance resolved to
adopt the
Capital Increase Scheme, pursuant to which (i) part of the capital
reserves of Huaneng Finance would be converted into the share capital
of
Huaneng Finance by alloting such newly increased share capital
to Huaneng
Finance’s shareholders on a pro rata basis; and (ii) the shareholders of
Huaneng Finance would also subscribe for additional newly increased
share
capital of Huaneng Finance proportionate to their existing shareholdings
in Huaneng Finance.
· On
23 October 2007, the Company entered into the Capital Increase
Agreement
with Huaneng Finance, pursuant to which the Company agreed, in
accordance
with its shareholding in Huaneng Finance, to subscribe for its
own part of
the newly increased share capital of Huaneng Finance for an amount
up to
RMB134 million. As the shareholders of Huaneng Finance would subscribe
for
the newly increased share capital of Huaneng Finance proportionate
to
their respective shareholdings, the equity interest held by the
Company in
Huaneng Finance will remain unchanged, representing 20% of the
equity
interests in Huaneng Finance following the completion of the Capital
Increase. The subscription consideration will be funded by the
Company’s
internal cash surplus and the subscription price was determined
on arm’s
length terms.
· Huaneng
Group holds a 51.98% direct equity interests in HIPDC while HIPDC
directly
holds 42.03% of the total issued shares of the Company. Huaneng
Group
currently holds a 51% direct equity interests in Huaneng Finance
while 29%
of the total equity interests in Huaneng Finance are held by Huaneng
Group
Associates. As such, the Transaction constitutes a connected transaction
of the Company.
· Since
the relevant percentage ratios calculated pursuant to Rule 14.07
of the
Hong Kong Listing Rules in connection with the Transaction are
all less
than 2.5%, the Transaction is only subject to the reporting and
announcement requirements set out in Rules 14A.45 and 14A.47 of
the Hong
Kong Listing Rules and is exempt from the independent shareholders´
approval requirements.
|
*
|
Huaneng
Group, through China Hua
Neng Group Hong Kong Limited, its wholly-owned subsidiary, indirectly
holds a 50% interest in Pro-Power Investment Limited while Pro-Power
Investment Limited holds a 10% interest in HIPDC. Therefore, Huaneng
Group
holds a 5% indirect interest in
HIPDC.
|
Shareholders
of
Huaneng
Finance
|
Shareholding
before
completionof
the
Capital
Increase
|
Capital
contribution
before
the
Capital
Increase
(RMB)
|
Capital
contribution
as
per Capital Increase
|
Grand
total
of
capital
contribution
(RMB)
|
Shareholding
after
completion
of
the
Capital
Increase
(RMB)
|
||
Converted
from
capital
reserves
(RMB)
|
Made
by
shareholders
in
cash
(RMB)
|
Total
(RMB)
|
|||||
Huaneng
Group
|
51%
|
612,000,000
|
66,300,000
|
341,700,000
|
408,000,000
|
1,020,000,000
|
51%
|
The
Company
|
20%
|
240,000,000
|
26,000,000
|
134,000,000
|
160,000,000
|
400,000,000
|
20%
|
Huaneng
Group
Associates
|
29%
|
348,000,000
|
37,700,000
|
194,300,000
|
232,000,000
|
580,000,000
|
29%
|
Total
|
100%
|
1,200,000,000
|
130,000,000
|
670,000,000
|
800,000,000
|
2,000,000,000
|
100%
|
Date:
|
23
October 2007
|
Parties:
|
(1)
Huaneng Finance; and
|
(2)
the Company
|
|
Interests
to be subscribed:
|
The
Company currently holds 20% of the registered capital of Huaneng
Finance.
As the Capital Increase is to be conducted on a pro-rata basis
in
accordance with the existing shareholdings of Huaneng Finance,
the
Company’s interests in Huaneng Finance will remain unchanged following
the
completion of the Capital Increase.
|
Subscription
amount:
|
The
Company will subscribe for an amount of up to RMB134 million of
newly
increased registered capital of Huaneng Finance so as to maintain
its
existing 20% equity interests in Huaneng Finance after the completion
of
the Capital Increase. The Company will pay the subscription money
in cash
upon Closing and the consideration will be funded by the Company’s
internal cash surplus.
|
Conditions
Precedent:
|
(1)
All necessary approvals by, consents from and filing with the PRC
government or its authorized agencies in respect of the Capital
Increase
have been obtained, except those legal procedures that could only
be
completed after the completion of the Capital Increase in accordance
with
the applicable PRC laws.
|
(2)
The representations and warranties made by the parties in the Capital
Increase Agreement are true and accurate as at the payment date
of the
subscription money.
|
|
Payment
and time for Closing:
|
The
Company shall pay up the increased capital it subscribed to Huaneng
Finance by way of cash within five business days after the above
conditions have been satisfied or
waived.
|
As
at
31
December
2005
(RMB)
(audited)
|
As
at
31
December
2006
(RMB)
(audited)
|
As
at
31
December
2007
(RMB)
(unaudited)
|
|
Revenue
from principal business
|
449,843,536
|
610,052,594
|
502,804,165
|
Operating
profit
|
154,622,276
|
220,592,478
|
258,030,024
|
Net
profit before taxation
|
251,630,827
|
250,725,236
|
281,289,324
|
Net
profit
|
182,228,135
|
185,157,244
|
199,272,776
|
Total
assets
|
11,827,349,250
|
15,445,641,824
|
15,211,986,632
|
Net
assets
|
1,533,170,650
|
1,718,421,881
|
1,800,094,657
|
“Capital
Increase”, “Capital Increase Scheme”
|
the
scheme of increasing the share capital of Huaneng Finance pursuant
to the
shareholders resolution passed by the shareholders of Huaneng Finance
on
29 August 2007.
|
“Capital
Increase Agreement”
|
the
agreement entered into between the Company and Huaneng Finance
on 23
October 2007 relating to the subscription of new equity interests
in
Huaneng Finance;
|
“Closing”
|
the
closing of the Transaction;
|
“Company”
|
Huaneng
Power International, Inc.;
|
“Directors”
|
the
directors of the Company;
|
“HIPDC”
|
Huaneng
International Power Development Corporation, the principal business
of
which includes development, construction and operation of power
plants in
the PRC;
|
“Hong
Kong Listing Rules”
|
the
Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange;
|
“Huaneng
Finance”
|
China
Huaneng Finance Corporation;
|
“Huaneng
Group”
|
China
Huaneng Group;
|
“Huaneng
Group Associates”
|
the
shareholders of Huaneng Finance (other than Huaneng Group and the
Company), namely, HIPDC, Beifang Lianhe Power Co. Ltd., (whose
principal
business includes development, investment construction and operation
of
power plants), Huaneng Capital Services Co. Ltd. (whose principal
business
includes provision of asset management services), Yunnan Huaneng
Lancangjiang Hydropower Co. Ltd. (the principal business of which
includes
development of hydropower), Xian Thermal Power Engineering Research
Institute Co. Ltd. (the principal business of which includes installation
of thermal power facilities for power plants), Huaneng Comprehensive
Industrial Co. (the principal business of which includes manufacturing
of
products relating to power production, communication and environmental
protection), Huaneng Energy and
|
Transportation
Industrial Holdings Ltd. (the principal business of which includes
construction of transportation infrastructure facilities) and Huaneng
Renewable Energy Industrial Holdings Ltd. (the principal business
of which
includes investing in hydropower and renewable energy projects),
all being
controlled by Huaneng Group;
|
|
“PRC”
|
the
People’s Republic of China;
|
“RMB”
|
the
lawful currency of the PRC;
|
“Stock
Exchange”
|
The
Stock Exchange of Hong Kong Limited;
|
“Transaction”
|
the
subscription by the Company of new equity interests in Huaneng
Finance
pursuant to the Capital Increase
Agreement.
|
By
Order of the Board
Huaneng
Power International, Inc.
Huang
Jian
Company
Secretary
|
Li
Xiaopeng
(Executive
Director)
|
Qian
Zhongwei
(Independent
non-executive director)
|
Huang
Yongda
(Non-executive
Director)
|
Xia
Donglin
(Independent
non-executive director)
|
Na
Xizhi
(Executive
Director)
|
Liu
Jipeng
(Independent
non-executive director)
|
Huang
Long
(Non-executive
Director)
|
Wu
Yusheng
(Independent
non-executive director)
|
Wu
Dawei
(Non-executive
Director)
|
Yu
Ning
(Independent
non-executive director)
|
Shan
Qunying
(Non-executive
Director)
|
|
Ding
Shida
(Non-executive
Director)
|
|
Xu
Zujian
(Non-executive
Director)
|
|
Liu
Shuyuan
(Non-executive
Director)
|
|
Beijing,
the PRC
23
October 2007
|
1.
|
The
Third Quarterly Report of 2007 was considered and
approved.
|
2.
|
The
proposal regarding the capital increase of China Huaneng Finance
Corporation was considered and approved.
|
3.
|
The
proposal regarding the appointment of Vice President of the Company
was
considered and approved.
|
It
was agreed to appoint Mr. Gu Biquan as Vice President of the
Company.
|
|
It
was agreed that Mr. Huang Jian resigned from the position of Vice
President of the Company.
|
|
The
appointment of Mr. Gu Biquan as Vice President of the Company shall
take
effect from the date upon which he has resigned from the following
positions: (1) Deputy Director of the Business Development Department
of
China Huaneng Group; (2) Vice President of Huaneng International
Power
Development Corporation; and (3) Secretary to the board of directors
of
Huaneng International Power Development Corporation.
|
|
4.
|
The
proposal regarding the change of the Secretary to the Board of
Directors
was considered and approved.
|
It
was agreed to appoint Mr. Gu Biquan as the Secretary to the Board
of
Directors of the Company (also including the position of Company
Secretary
as referred to under the Rules Governing the Listing of Securities
on The
Stock Exchange of Hong Kong).
|
|
It
was agreed that Mr. Huang Jian resigned from the position of the
Secretary
to the Board of Directors of the Company (also including the position
of
Company Secretary as referred to under the Rules Governing the
Listing of
Securities on The Stock Exchange of Hong Kong Limited).
|
|
The
resignation of Mr. Huang Jian as the Secretary to the Board of
Directors
of the Company and the appointment of Mr. Gu Beiquan as the Secretary
to
the Board of Directors of the Company shall take effect on the
date upon
which (1) Mr. Gu Biquan has resigned from the following positions;
(i)
Deputy Director of the Business Development Department of China
Huaneng
Group; (ii) Vice President of Huaneng International Power Development
Corporation; and (iii) Secretary to the board of directors of Huaneng
International Power Development Corporation; and (2) the approval
in
respect of appointment of Mr. Gu Biquan as the Secretary to the
Board of
Directors of the Company by The Stock Exchange of Hong Kong Limited
is
obtained. Further announcement will be made by the Company in respect
of
the effective date of the appointment of Mr. Gu Biquan as the Secretary
to
the Board of Directors of the
Company.
|
The
Board of Directors of the Company was satisfactory with the performance
of
Mr. Huang Jian during his service period and expressed heartfelt
gratitude
to Mr. Huang´s contribution to the
Company.
|
By
Order of the Board
|
|
Li
Xiaopeng
|
|
Chairman
|
Li
Xiaopeng
|
Qian
Zhongwei
|
(Executive
Director)
|
(Independent
Non-executive Director)
|
Huang
Yongda
|
Xia
Donglin
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
Na
Xizhi
|
Liu
Jipeng
|
(Executive
Director)
|
(Independent
Non-executive Director)
|
Huang
Long
|
Wu
Yusheng
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
Wu
Dawei
|
Yu
Ning
|
(Non-executive
Director)
|
(Independent
Non-executive Director)
|
Shan
Qunying
|
|
(Non-executive
Director)
|
|
Ding
Shida
|
|
(Non-executive
Director)
|
|
Xu
Zujian
|
|
(Non-executive
Director)
|
|
Liu
Shuyuan
|
|
(Non-executive
Director)
|
|
Beijing,
the PRC
|
|
23
October 2007
|