Form 20-F
|
X
|
Form 40-F
|
Yes
|
No
|
X
|
On 28 December 2017, the Company entered into the Capital Increase Agreement with the existing shareholders of Hainan Nuclear (including Huaneng Nuclear), pursuant to which the existing shareholders of Hainan Nuclear agreed to subscribe by way of cash for the new registered capital of Hainan Nuclear in accordance with their respective proportion of shareholding in Hainan Nuclear. The Company shall pay to Hainan Nuclear an amount of not more than RMB69,654,000 as the consideration of the Capital Increase, which sum will be funded by the Company’s internal cash resources. Following completion of the Capital Increase, the Company’s proportion of shareholding in Hainan Nuclear shall remain unchanged at 30%.
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 33.33% equity interest in the Company. Huaneng Group also holds a 10.23% direct equity interest in the Company, a 3.11% indirect equity interest in the Company through Hua Neng HK, and a 0.49% indirect equity interest in the Company through China Huaneng Finance Corporation Limited. At the same time, Huaneng Group holds a 100% equity interest in Huaneng Nuclear, which is a substantial shareholder of Hainan Nuclear. The Company and Huaneng Nuclear shall subscribe for the newly increased registered capital of Hainan Nuclear according to their respective shareholding proportion in the Capital Increase. Pursuant to the relevant stipulations of the Hong Kong Listing Rules, the Capital Increase constitutes a connected transaction of the Company.
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.
|
* |
Huaneng Group, through Hua Neng HK, its wholly-owned subsidiary, indirectly holds a 100% interest in Pro-Power Investment Limited which in turn holds a 25% interest in HIPDC. Therefore, Huaneng Group indirectly holds a 25% interest in HIPDC.
|
** |
Huaneng Group holds a 10.23% direct interest in the Company. It also holds 3.11% and 0.49% interest in the Company through Hua Neng HK (its wholly-owned subsidiary) and China Huaneng Finance Corporation (its non wholly-owned subsidiary), respectively.
|
1.
|
Date:
|
28 December 2017
|
|
2.
|
Parties:
|
(i)
|
China Nuclear;
|
(ii)
|
the Company;
|
||
(iii)
|
Huaneng Nuclear; and
|
||
(iv)
|
Hainan Nuclear.
|
||
3.
|
Subscription of share capital:
|
According to the Capital Increase Agreement, each shareholder shall inject new capital by way of cash in accordance with its original proportion of shareholding, of which: China Nuclear shall subscribe for RMB118,411,800, representing 51% of the newly increased capital; the Company shall subscribe for RMB69,654,000, representing 30% of the newly increased capital; and Huaneng Nuclear shall subscribe for RMB44,114,200, representing 19% of the newly increased capital.
|
4.
|
Payment method:
|
By way of cash.
|
5.
|
Signing and effective time:
|
The Capital Increase Agreement became effective upon signing by China Nuclear, the Company, Huaneng Nuclear and Hainan Nuclear on 28 December 2017.
|
As at 31 December
2015
(RMB’0,000)
(audited)
|
As at 31 December
2016
(RMB’0,000)
(audited)
|
As at 30 September
2017
(RMB’0,000)
(unaudited)
|
||||||||||
Operating revenue
|
3,159
|
189,755
|
194,475
|
|||||||||
Profit before tax
|
1,316
|
525
|
(29,136
|
)
|
||||||||
Net profit
|
1,170
|
520
|
(29,136
|
)
|
||||||||
Net profit after deduction of extraordinary items
|
1,170
|
520
|
(29,136
|
)
|
||||||||
Total assets
|
2,302,612
|
2,577,772
|
2,562,411
|
|||||||||
Net assets
|
450,862
|
486,119
|
458,279
|
“associate(s)”
|
has the meaning ascribed to it in the Hong Kong Listing Rules;
|
|
“Capital Increase”
|
the subscription in an amount of not more than RMB69,654,000 for part of the new registered capital of Hainan Nuclear by the Company pursuant to the terms and conditions of the Capital Increase Agreement;
|
|
“Capital Increase Agreement”
|
the capital increase agreement entered into by the Company with China Nuclear, Huaneng Nuclear and Hainan Nuclear on 28 December 2017;
|
|
“China Nuclear”
|
China Nuclear Power Co., Ltd.;
|
|
“Company”
|
Huaneng Power International, Inc.;
|
|
“Directors”
|
the directors (including independent non-executive directors) of the Company;
|
|
“Hainan Nuclear”
|
Hainan Nuclear Power Co., Ltd.;
|
|
“HIPDC”
|
Huaneng International Power Development Corporation;
|
|
“Hong Kong Listing Rules”
|
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;
|
|
“Hua Neng HK”
|
China Hua Neng Group Hong Kong Limited;
|
|
“Huaneng Group”
|
China Huaneng Group;
|
|
“Huaneng Nuclear”
|
Huaneng Nuclear Power Development Co., Ltd.;
|
|
“PRC” or “China”
|
the People’s Republic of China;
|
“RMB”
|
the lawful currency of the PRC; and
|
|
“Stock Exchange”
|
The Stock Exchange of Hong Kong Limited.
|
By Order of the Board
|
|
Huaneng Power International, Inc.
|
|
Huang Chaoquan
|
|
Company Secretary
|
Cao Peixi (Executive Director)
|
Yue Heng (Independent Non-executive Director)
|
Liu Guoyue (Executive Director)
|
Xu Mengzhou (Independent Non-executive Director)
|
Fan Xiaxia (Executive Director)
|
Liu Jizhen (Independent Non-executive Director)
|
Huang Jian (Non-executive Director)
|
Xu Haifeng (Independent Non-executive Director)
|
Wang Yongxiang (Non-executive Director)
|
Zhang Xianzhi (Independent Non-executive Director)
|
Mi Dabin (Non-executive Director)
|
|
Guo Hongbo (Non-executive Director)
|
|
Cheng Heng (Non-executive Director)
|
|
Lin Chong (Non-executive Director)
|
HUANENG POWER INTERNATIONAL, INC.
|
|||
By
|
/s/ Huang Chaoquan
|
||
Name:
|
Huang Chaoquan
|
||
Title:
|
Company Secretary
|