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 notice on the proposal of Huaneng Power International, Inc.(the
"Registrant") to table a resolution regarding the issue of a short-term
debenture and a resolution regarding amendments to the Articles of Association
for shareholders' consideration and approval at the forthcoming AGM to be held
on 11th May 2005 and EGM expecting to be held in or about mid June 2005, made
by the Registrant in English on April 15, 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
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Title: Company Secretary
Date: April 15, 2005
[GRAPHIC OMITTED]
(a Sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 902)
Issue of Short-term Debenture
Amendments to the Articles of Association
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At the board meeting of the Company held on 15th April 2005, it was proposed
to table a resolution regarding the issue of a short-term debenture and a
resolution regarding amendments to the Articles of Association for
shareholders' consideration and approval at the forthcoming AGM to be held on
11th May 2005 and EGM expecting to be held in or about mid June 2005.
-------------------------------------------------------------------------------
On 15th April 2005, the Board convened a meeting at which it was proposed to
table a resolution regarding the issue of short-term debenture for
Shareholders' approval at the forthcoming AGM on 11th May 2005, and to convene
an EGM in or about mid June 2005 to approve certain proposed amendments to the
Articles of Association.
1. ISSUE OF SHORT-TERM DEBENTURE
Huaneng International Power Development Corportaion, a shareholder of the
Company, has requested to table the following additional proposed resolution
for Shareholders' approval at the forthcoming AGM to be held on 11th May 2005:
(i) an approval to be given to the Company to issue a short-term debenture of
a principal amount up to RMB5billion within 12 months from the date on which
shareholders' approval is obtained; and (ii) an unconditional general mandate
to be given to the Company's board of ditectors 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
the appropriate information disclosure.
Pursuant to the Articles of Association, the Board will arrange to table the
aforesaid proposed resolution for Shareholders' approval at the AGM. A
supplementary notice of the AGM, together with the revised proxy form, will be
issued to the Shareholders accordingly. The AGM will still be convened at 9:00
a.m. on 11th May 2005 as scheduled.
The Company has no intention to issue any short-term debentures to any of its
connected persons as defined under the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited.
2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company proposes to make the following amendments to the Articles of
Association. The Company is preparing to convene an EGM in or about mid June
2005 to consider and approve the resolution regarding the following amendments
to the Articles of Association. The notice of meeting will be sent to the
Shareholders in due course. :
(i) Article 46 of the original Articles of Association which provides that:
"Article 46 Except the obligations required by laws, administrative
regulations or the listing rules of the stock exchange where the shares
of the Company are listed, the controlling shareholders shall not make
any decision on the following matters damaging the interests of all or
part of the shareholders as a result of exercising their voting rights
when exercising the powers of shareholders:
(1) relieving any director or supervisor of the obligation to act
honestly with the maximum benefits of the Company as the starting
point;
(2) approving any director or supervisor to expropriate the assets of
the Company (for his own or other's benefit) in any manner,
including (but not limited to) any opportunities which are
beneficial to the Company;
(3) approving any director or supervisor to expropriate the personal
interests of other shareholders (for his own or other's benefit),
including (but not limited to) any distribution right and voting
right, but excluding reorganisation of the Company submitted for
approval at the shareholders' meeting pursuant to the Articles of
Association."
is proposed to be amended as follows:
"Article 46 Except the obligations required by laws, administrative
regulations or the listing rules of the stock exchange where the shares of the
Company are listed, the controlling shareholders shall not make any decision
on the following matters damaging the interests of all or part of the
shareholders as a result of exercising their voting rights when exercising the
powers of shareholders:
(1) relieving any director or supervisor of the obligation to act
honestly with the maximum benefits of the Company as the starting
point;
(2) approving any director or supervisor to expropriate the assets of
the Company (for his own or other's benefit) in any manner,
including (but not limited to) any opportunities which are
beneficial to the Company;
(3) approving any director or supervisor to expropriate the personal
interests of other shareholders (for his own or other's benefit),
including (but not limited to) any distribution right and voting
right, but excluding reorganisation of the Company submitted for
approval at the shareholders' meeting pursuant to the Articles of
Association.
The controlling shareholders and actual controllers of the Company shall
owe an obligation of honesty and credibility to the Company and the
shareholders of social public shares of the Company. The controlling
shareholders shall exercise the rights of contributors strictly according
to law. The controlling shareholders shall not damage the legal interests
of the Company and the shareholders of social public shares by way of
connected transactions, profit distribution, asset reorganisation,
external investment, fund appropriation and loan guarantees and shall not
damage the interests of the Company and the shareholders of social public
shares by way of its controlling position.
(ii) To add an additional article after Article 62 of the original Articles of
Association
"Article 63 The board of directors, independent directors and
shareholders complying with the relevant stipulations may collect voting
rights at the shareholders' meeting from the shareholders of the Company.
Collection of voting rights shall be conducted without compensation and
information shall be fully disclosed to the persons from whom voting
rights are collected."
(iii) To add three additional articles after Article 70 of the original
Articles of Association
"Article 71 The following matters may only be implemented or applied for
after approval by voting at the shareholders' meeting of the Company and
approval by more than half of the voting rights held by the shareholders
of the social public shares participating in the voting:
(1) The Company further issues new shares (including issue of foreign
shares listed overseas or other instruments of an equity nature) to
the social public, issues convertible bonds, places shares to the
original shareholders (except those undertaken to be fully
subscribed in cash by the controlling shareholders before convening
of the meeting);
(2) The Company undergoes significant asset reorganisation and the
total amount of the assets purchased has a premium amounting to or
exceeding 20% over the audited net book value of the assets
purchased;
(3) The shareholders of the Company repay their debts owed to the
Company with their shareholdings in the Company;
(4) The affiliated enterprises of the Company which have a significant
impact on the Company are listed overseas;
(5) Any matters which have a significant impact on the interests of the
shareholders of the social public shares during the development of
the Company.
The Company shall provide a voting platform in the form of network to the
shareholders when convening a shareholders' meeting to examine the
matters referred to above.
Article 72 Under any circumstances stipulated in the above article, after
the Company has published a notice on the shareholders' meeting, it shall
further publish an announcement on the notice of the shareholders'
meeting within 3 days after registration of shareholding rights.
Article 73 On the premise of warranting the lawfulness and validity of
the shareholders' meeting, the Company shall enlarge the ratio of
participation in the shareholders' meeting by the shareholders of social
public shares by various ways and means, including modern information
technology means such as providing a voting platform in the form of
network."
(iv) Deleting the following from Article 85 of the original Articles of
Association:
"of which independent directors shall account for more than one-third
(including one-third) of the total number of the members of the board of
directors, and at least one independent director shall be an accounting
professional".
Article 85 of the amended Articles of Association shall be as follows:
"Article 85 The Company shall have a board of directors that is comprised
of 15 directors and external directors shall account for more than half
(including half) of the total number of members of the board of
directors. The board of directors shall have a chairman and two vice
chairmen.
Special committees including strategy, auditing, nomination, remuneration
and assessment committees shall be established under the board of
directors. All the members of the special committees shall be comprised
of directors, of which independent directors shall account for the
majority of the members of the auditing, nomination, remuneration and
assessment committees and shall act as the convenor."
(v) Deleting the following from Article 86 of the original Articles of
Association:
"Except the occurrence of the above and the circumstances prohibiting a
person to act as a director as stipulated in the Company Law, an
independent director shall not be removed from office without any reason
prior to expiry of his term of office. If a director is removed from
office prior to expiry of his term of office, the Company shall disclose
the matter as special disclosure. If the independent director being
removed from office considers that the reason for his removal by the
Company is inappropriate, he may make a public statement."
The amended Article 86 of Articles of Association is as follows:
"Article 86 Directors shall be elected at a shareholders' meeting and
their term of office shall not exceed 3 years. After expiry of the term
of office, directors may be eligible for re-election.
Except those directors whose term of office expires (or elected by the
board of directors), a written notice on the intention of nominating the
candidates for directors and the candidates' expression of willingness to
be nominated shall be issued to the Company during the period from the
issue of the notice on the shareholders' meeting to 7 days prior to the
convening of the shareholders' meeting.
The chairman and vice chairmen shall be elected and removed by more than
half of all the directors and the term of office of the chairman and vice
chairmen shall be the same as that of the current board of directors and
the directors may be eligible for re-election.
On the premise of complying with the relevant laws and administrative
regulations, any director may be removed by way of an ordinary resolution
before his term of office expires at a shareholders' meeting (however any
claims which may be made pursuant to any contract shall not be affected
accordingly).
If an independent director fails to attend a board meeting in person
three times consecutively, and if a director fails to attend in person
twice consecutively and does not appoint other directors to attend on his
behalf, the board of directors shall request the shareholders' meeting
for his removal.
It is not necessary for a director to hold shares of the Company."
(vi) Deleting the following from Article 87 of the original Articles of
Association:
"An independent director shall explain any circumstances relating to his
resignation or to which he considers necessary to direct the attention of
the shareholders and creditors of the Company" and "if the resignation of
an independent director results in the ratio of independent directors in
the board of directors of the Company falling below the minimum
requirement stipulated in the Articles of Association, the resignation
report of such independent director shall be effective after the
succeeding independent director has filled his vacancy".
The amended Article 87 of Articles of Association shall be as follows:
"Article 87 A director may resign prior to expiry of his term of office.
The resigning director shall submit his written resignation report to the
board of directors.
If the resignation of a director results in the number of members of the
board of directors of the Company falling below the minimum number
stipulated by laws, the resignation report of such director shall only be
effective after the succeeding director has filled the vacancy arising
from his resignation. The board of directors shall convene an
extraordinary general meeting as soon as possible and elect a director to
fill the vacancy arising from the resignation of the director. Before the
shareholders' meeting passes a resolution on the election of directors,
the resigning director and the powers of the board of directors shall be
reasonably restricted."
(vii) Adding an additional article after Article 87 of the original Articles
of Association:
Article 88 More than one-third of the members of the board of directors
of the Company shall be independent directors, of which at least one of
them shall be an accounting professional. Independent directors shall
perform their duties faithfully and protect the interests of the Company,
particularly monitoring that the lawful interests of the shareholders of
social public shares are not damaged.
Independent directors shall perform their duties independently and shall
not be affected by the major shareholders, actual controllers or units or
individuals interested in the Company and its major shareholders and
actual controllers."
(viii) The original Article 89 provides that:
"Article 89 The candidates for independent directors of the Company shall
be nominated by the board of directors, supervisory committee or
shareholders of the Company singly or jointly holding more than 1% of the
issued shares of the Company."
is proposed to be amended as follows:
"Article 89 The board of directors, supervisory committee or shareholders
of the Company singly or jointly holding more than 1% of the issued
shares of the Company may nominate candidates for independent directors
and the same shall be determined by election at a shareholders' meeting."
(ix) Deleting Article 90 of the original Articles of Association
"Article 90 Prior to convening the shareholders' meeting for the election
of independent directors, the Company shall submit the relevant materials
of all the candidates for independent directors to China Securities
Regulatory Commission ("CSRC"), agencies of CSRC in the place where the
Company is domiciled and the stock exchanges on which the shares of the
Company are listed and traded. The nominees opposed by CSRC may become
candidates for directors of the Company but may not act as candidates for
independent directors."
(x) To add five additional articles after Article 90 of the original Articles
of Association:
"Article 91 Matters relating to significant connected transactions of the
Company and the appointment or removal of accounting firms shall only be
submitted to the board of directors for discussion after obtaining the
consent of more than half of the independent directors. When the
independent directors request the board of directors to convene an
extraordinary general meeting, propose to convene a board meeting and
publicly solicit voting rights from the shareholders prior to convening
of the shareholders' meeting, the same shall be agreed by more than half
of the independent directors. After obtaining consent of all the
independent directors, the independent directors may independently
appoint external auditing organs and consultancy organs to conduct
auditing and consultancy on the specific matters of the Company and the
relevant costs shall be borne by the Company.
Article 92 Independent directors shall attend board meetings in a timely
manner, understand the production and operation conditions of the Company
and take the initiative in investigating and obtaining the conditions and
information necessary for making policies. Independent directors shall
submit an annual report of all the independent directors at the annual
general meeting of the Company and explain the performance of their
duties.
Article 93 The Company shall establish a work system for the independent
directors and the secretary to the board of directors shall actively
coordinate in the performance of duties by the independent directors. The
Company shall warrant that the independent directors are entitled to the
same right of knowing the facts as other directors and provide the
relevant materials and information to the independent directors in a
timely manner, regularly inform them of the operation situation of the
Company and may arrange for the independent directors to conduct site
inspection if necessary.
Article 94 Each term of office of independent directors shall be the same
as other directors of the Company and independent directors are eligible
for re-election upon expiry of their term of office. However, the period
of the renewed term shall not exceed 6 years. An independent director
shall not be removed without a proper reason prior to expiry of his term
of office. If an independent director is removed prior to expiry of his
term of office, the Company shall disclose the same as special
disclosure.
Article 95 An independent director may submit his resignation prior to
expiry of his term of office. If an independent director resigns, he
shall submit a written resignation report to the board of directors and
explain any circumstances relating to his resignation or to which he
considers necessary to direct the attention of the shareholders and
creditors of the Company.
If the resignation of an independent director results in the number of
independent directors or members of the board of directors falling below
the minimum number stipulated by laws or the Articles of Association,
prior to the taking up of post by the newly elected independent director,
such independent director shall still perform his duties according to
laws, administrative regulations and the stipulations of these Articles
of Association. The board of directors shall convene a shareholders'
meeting within 2 months to elect a new independent director, and if the
board of directors fails to convene a shareholders' meeting according to
schedule, such independent director may no longer perform his duties."
(xi) Article 92 of the original Articles of Association which provides that:
Article 92 All the directors of the Company shall carefully deal with and
strictly control the liability risks arising from external guarantees and
shall adhere to the following principles when deciding on matters
relating to external guarantees:
(1) The Company shall adhere to the principles of equality,
willingness, fairness and honesty and mutual benefits when
providing guarantees to other persons;
(2) Before deciding on the matters relating to the provision of
guarantees for other persons or deciding to submit the relevant
matters to the shareholders' meeting for examination, the Company
shall fully understand the credit conditions of the target to which
a guarantee is provided and fully analyse the impact of the
guarantees on the interests and risks of the Company.
(3) The Company may only provide guarantees to the enterprises with
good credit conditions and repayment abilities.
(4) The Company shall comply with the stipulations of the applicable
laws and shall not provide guarantees to the target to which the
Company is prohibited to provide guarantees under the relevant
laws.
is proposed to be amended as follow:
"Article 92 All the directors of the Company shall carefully deal with
and strictly control the liability risks arising from external guarantees
and shall adhere to the following principles when deciding on matters
relating to external guarantees:
(1) The Company shall adhere to the principles of equality,
willingness, fairness and honesty and mutual benefits when
providing guarantees to other persons;
(2) Before deciding on the matters relating to the provision of
guarantees for other persons or deciding to submit the relevant
matters to the shareholders' meeting for examination, the Company
shall fully understand the credit conditions of the target to which
a guarantee is given and fully analyse the impact of the guarantees
on the interests and risks of the Company.
(3) The Company may only provide guarantees to the enterprises with
good credit conditions and repayment abilities.
(4) The Company shall comply with the stipulations of the applicable
laws and shall not provide guarantees to the target to which the
Company is prohibited to provide guarantees under the relevant
laws.
(5) The amount of any single guarantee provided by the Company shall
not exceed 30% of the net assets as stated in the consolidated
accounting statements of the Company for the latest accounting
year; the aggregate guarantee amount provided for a single party
shall not exceed 30% of the net assets as stated in the
consolidated accounting statements of the Company for the latest
accounting year; the aggregate amount of external guarantees shall
not exceed 50% of the net assets as stated in the consolidated
accounting statements of the Company for the latest accounting
year."
(xii) To add an additional article after Article 103 of the Articles of
Association:
"Article 104 The Company shall actively establish a sound work system on
the management of investors' relations and take the initiative in
reinforcing communication and exchanges with the shareholders,
particularly shareholders of social public shares, through various means.
The secretary to the board of directors of the Company shall be
specifically responsible for management of investors' relationship.
(xiii) Article 147 of the original Articles of Association which provides that:
"Article 147 The Company may distribute share dividends by way of the
following:
(1) cash;
(2) shares."
is proposed to be amended as follows:
"Article 147 The Company may distribute share dividends by way of the
following:
(1) cash;
(2) shares.
The Company shall implement an active profit distribution method by
adhering to the principles of emphasising reasonable investment returns
for shareholders and concurrently paying close attention to the
reasonable fund requirements of the Company."
(xiv)To add the Rules of Procedures for the Shareholders' Meetings of Huaneng
Power International, Inc., Rules of Procedures for the Board Meetings of
Huaneng Power International, Inc. and Rules of Procedures for the
Meetings of the Supervisory Committee of Huaneng Power International,
Inc. as appendices to the Articles of Association.
The original articles shall be renumbered accordingly after the
amendments.
DEFINITIONS
"AGM" the annual general meeting of the Company for 2004
to be held on 11th May 2005
"Articles of Association" the articles of association of the Company
"Board" the board of directors of the Company
"Company" Huaneng Power International, Inc.
"Directors" the directors of the Company
"EGM" an extraordinary general meeting expected to be
held in mid June 2005
"Hong Kong" the Hong Kong Special Administrative Region of the
People's Republic of China
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of PRC
"Shareholders" holders of Shares
By order of the Board
Huang Long
Company Secretary
As at the date of 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)
Beijing, the PRC
15th April 2005