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 August, 2004
(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:
An announcement on letters of intent on proposed acquisition of
interest in power plant, made on August 5, 2004, in English by Huaneng Power
International Inc.
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/ Wang Xiaosong
-------------------------------
Name: Wang Xiaosong
Title: Vice Chairman
Date: August 5, 2004
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
[GRAPHIC OMITTED]
(a Sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 902)
Letters of Intent
Proposed Acquisitions of Interest in Power Plants
On 5th August , 2004, the Company entered into two letters of intent with
Huaneng Group, pursuant to which the Company proposed to acquire 60% equity
interest in Sichuan Hydro Power and 65% of equity interest in Pingliang
Power Plant from Huaneng Group.
Under the Hong Kong Listing Rules, if the Proposed Acquisitions contemplated
by the Letters of Intent materialise, it is presently expected that the
Proposed Acquisitions will constitute connected transactions for the
Company.
Shareholders and investors should note that the Proposed Acquisitions may or
may not proceed. The terms of the Proposed Acquisitions have yet to be
negotiated and finalised. Further announcement will be made when the formal
agreement is entered into by the relevant parties.
This announcement is made pursuant to Rule 13.09(2) of the Hong Kong Listing
Rules.
On 5th August 2004, the Company entered into two letters of intent with
Huaneng Group. One of them relating to the proposed acquisition of 60% equity
interest in Sichuan Hydro Power ("Sichuan Letter of Intent") by the Company
while the other one relates to the Company's proposed acquisition of 65% of
equity interest in Pingliang Power Plant from Huaneng Group ("Pingliang Letter
of Intent").
Sichuan Letter of Intent
The Company is considering to acquire 60% of equity interest in Sichuan Hydro
Power from Huaneng Group. According to Sichuan Letter of Intent, the Company
and Huaneng Group agreed to launch the relevant preparation work for this
proposed acquisition in accordance with the relevant rules, regulations and
requirements of the government and, of regulatory authorities governing listed
companies. The parties will enter into transfer agreement when appropriate and
to commence the application procedures for seeking relevant approvals. No
definite commercial terms are contained in the letter of intent.
Currently, Sichuan Hydro Power is a wholly owned subsidiary of Huaneng Group,
owning hydro power generation capacity of 999MW (of which with generation
capacity of 610MW on an equity basis), generation capacity of 882MW under
construction (of which with generation capacity of 648MW on an equity basis),
and additional 1,415MW generation capacity (of which with generation capacity
of 1,117MW on an equity basis) under the State's plan. The aggregate
generation capacity is 3,296MW, of which with an aggregate generation capacity
of 2,375MW on an equity basis.
Sichuan Hydro Power currently owns: 68% equity interest in Sichuan Baoxinghe
Power Joint Stock Limited Company, 60% equity interest in Sichuan Huaneng
Taipingyi Hydro Power; 55.33% equity interest in Sichuan Huaneng Dongxiguan
Hydro Power Joint Stock Limited Company, 95% equity interest in Sichuan
Huaneng Fujiang Hydro Power Limited Liability Company, 60% equity interest in
Sichuan Huaneng Kangding Hydro Power Limited Liability Company, 52.20% equity
interest in Huaneng Mingtai Power Limited Liability Company and 55% of Sichuan
Huaneng Jialingjiang Hydro Power Limited Liability Company.
Pingliang Letter of Intent
The Company is also considering to acquire 65% of equity interest in Pingliang
Power Plant from Huaneng Group. According to Pingliang Letter of Intent, the
Company and Huaneng Group agreed to launch the relevant preparation work for
this proposed acquisition in accordance with the relevant rules, regulations
and requirements of the government and, of regulatory authorities governing
listed companies. The parties will enter into transfer agreement when
appropriate and to commence the application procedures for seeking relevant
approvals. No definite commercial terms are contained in the letter of intent.
Pingliang Power Plant is located in area adjcant to Pingliang city, Gansu
Province, Northwest China. It has a thermal generation capacity of 1,200MW
(4x300MW). Currently, Huaneng Group owns 65% of equity interest in Pingliang
Power Plant, while Gansu Provincial Power Construction Investment Development
Corporation owns the remaining 35% equity interest in Pingliang Power Plant.
General Information
The Company and its subsidiaries develop, construct, operate and manage
large-scale coal-fired power plants throughout China. The Company is one of
the largest independent power producers in China which owns a total generation
capacity of 18,832MW on an equity basis.
Huaneng Group is an indirect controlling shareholder of the Company, holding
51.98% interest in HIPDC. HIPDC holds 42.88% of the total issued share capital
of the Company. Under the Hong Kong Listing Rules, if the Proposed
Acquisitions contemplated by the Letters of Intent materialise, it is
presently expected that the Proposed Acquisitions will constitute connected
transactions for the Company.
Shareholders and investors should note that the Proposed Acquisitions may or
may not proceed. The terms of the Proposed Acquisitions have yet to be
negotiated and finalised. Further announcement will be made when the formal
agreement is entered into by the relevant parties.
This announcement is made pursuant to Rule 13.09(2) of the Hong Kong Listing
Rules.
Definitions:
"Huaneng Group" China Huaneng Group;
"Company" Huaneng Power International, Inc.;
"HIPDC" Huaneng International Power Development
Corporation;
"Hong Kong Listing Rules" the Rules Governing the Listing of
Securities on The Stock Exchange of Hong
Kong Limited;
"Letters of Intent" Sichuan Letter of Intent and Pingliang
Letter of Intent;
"Proposed Acquisitions" the proposed acquisitions of
60% equity interest in Sichuan Hydro Power
and 65% equity interest in Pingliang Power
Plant from Huaneng Group;
"Pingliang Power Plant" Gansu Huaneng Pingliang Power Generation
Limited Liability Company, a limited
liability company incorporated in the PRC;
"PRC" The People's Republic of China; and
"Sichuan Hydro Power" Sichuan Huaneng Hydro Power
Development Limited Liability Company, a
limited liability company incorporated in
the PRC.
By order of the Board
Huang Long
Company Secretary
As at the date of this announcement, the directors of the Company are:
Li Xiaopeng (Non-executive director) Gao Zongze (Independent director)
Wang Xiaosong (Non-executive director) Zheng Jianchao (Independent director)
Ye Daji (Non-executive director) Qian Zhongwei (Independent director)
Huang Jinkai (Non-executive director) Xia Donglin (Independ director)
Liu Jinlong (Non-executive director)
Shan Qunying (Non-executive director)
Yang Shengming (Non-executive director)
Xu Zujian (Non-executive director)
Beijing, PRC 5th August 2004