WASHINGTON, D.C. 20549
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or 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. )
(If "Yes" is marked, indicate below the file number assigned to
registrant in connection with Rule 12g3-2(b): 82-__________.
)
Huaneng Power International, Inc.
Each made by the Registrant on November 6, 2020.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
CONTINUING CONNECTED TRANSACTIONS
RELATIONSHIP BETWEEN THE COMPANY AND HUANENG GROUP
The Company and its subsidiaries mainly develop, construct, operate
and manage large-scale power plants in China nationwide. It is one
of the largest listed power producers in China, with a controlled
generation capacity of 111,971MW and equity-based generation
capacity of 98,217MW.
Huaneng Group is principally engaged in the operation and
management of enterprise investments development, investment,
construction, operation and management of power plants; organising
the generation and sale of power (and heat); and the development,
investment, construction, production and sale of products in
relation to energy, transportation, new energy and environmental
protection industries.
As at the date of publication of this announcement, Huaneng Group
holds a 75% direct interest and a 25% indirect interest in HIPDC,
while HIPDC, being the direct controlling shareholder of the
Company, holds a 32.28% interest in the Company. Huaneng Group also
holds a 9.91% direct interest
in the Company and holds a 3.01% indirect interest in the Company
through its wholly-owned subsidiary Huaneng HK, a 0.84% indirect
interest in the Company through China Huaneng Group Treasury
Management (Hong Kong) Limited, its indirect wholly-owned
subsidiary, and a 0.39% indirect interest in the Company through
its controlling subsidiary Huaneng Finance. Huaneng Group is the
ultimate controlling shareholder of the Company.
Under Chapter 14A of the Hong Kong Listing Rules, Huaneng Group is
a connected person of the Company while the transactions between
the Company and Huaneng Group (including its subsidiaries and
associates) constitute connected transactions of the Company, and
are subject to the relevant disclosure and/or Independent
Shareholders’ approval requirements as stipulated in the Hong Kong
Listing Rules.
HUANENG GROUP FRAMEWORK AGREEMENT
The Company entered into a framework agreement with Huaneng Group
on 1 November 2019 (the “2020
Huaneng Group Framework Agreement”) for the purpose of
governing the conduct of certain continuing connected transactions
between the Company and Huaneng Group (and its subsidiaries and
associates) in 2020. The 2020 Huaneng Group Framework Agreement
will expire on 31 December 2020. In order to continue the relevant
transactions, the Company entered into the Huaneng Group Framework
Agreement with Huaneng Group on 5 November 2020 for a term
commencing on 1 January 2021 and expiring on 31 December
2021.
Pursuant to the Huaneng Group Framework Agreement, the Company and
its subsidiaries will conduct the following transactions with
Huaneng Group and its subsidiaries and associates on an on- going
basis:
Due to operational needs, the Company and its subsidiaries have to
purchase ancillary equipment and parts which include mainly the raw
materials and ancillary equipment and other installation and
products relevant to the production operation for the
infrastructure construction works for power plants. Pursuant to the
provisions of the 2020 Huaneng Group Framework Agreement with
respect to the purchase of ancillary equipment and parts in 2020 by
the Company and its subsidiaries from Huaneng Group and its
subsidiaries and associates, the annual cap of such transactions
for 2020 was set at RMB700 million. During the period from 1
January 2020 to 30 September 2020, the aggregate transaction amount
(unaudited) in respect of the purchase of ancillary equipment and
parts by the Company and its subsidiaries from Huaneng Group and
its subsidiaries and associates was approximately RMB63 million. It
is estimated that by the end of 2020, the actual aggregate
transaction amount will not exceed the anticipated transaction
amount of 2020. The substantial difference between the estimated
transaction amount and the actual transaction amount was primarily
due to the adjustments to the anticipated transactions made by the
Company according to the actual overall business scale and
operation of the Company and market changes.
For 2021, the aggregate transaction amount with respect to the
purchase of ancillary equipment and parts by the Company and its
subsidiaries from Huaneng Group and its subsidiaries and associates
under the Huaneng Group Framework Agreement is estimated not to
exceed RMB2 billion. Such cap is estimated on the basis of the
overall business scale and operation of the power plants of the
Company and its subsidiaries, a reasonable expectation of the
Company and its subsidiaries as to the development of the relevant
power plants, and also taking into account at the same time the
benefit of offering favourable prices on bulk purchases by Huaneng
Group and its subsidiaries and associates.
The competitive advantage of Huaneng Group and its subsidiaries and
associates in the supply of ancillary equipment and parts is that
they are able to offer more favourable prices for bulk purchase of
ancillary equipment and parts. Taking into consideration the
ability of Huaneng Group and its subsidiaries and associates to
offer more favourable prices for ancillary equipment and parts, and
owing to their close relationships with the Company and its
subsidiaries, Huaneng Group and its subsidiaries and associates are
able to provide the Company with the ancillary equipment and parts
in a timely and reliable manner, thereby minimising the management
and operational costs of the Company.
Pursuant to the Huaneng Group Framework Agreement, the terms and
the prices with respect to the purchase of ancillary equipment and
parts by the Company and its subsidiaries from Huaneng Group and
its subsidiaries and associates are negotiated at arm’s length
terms, taking into account the then prevailing market conditions;
but in any event at the terms and prices no less favourable than
those offered to the Company and its subsidiaries by an independent
third party for the same or similar type of ancillary equipment and
parts. In addition, the payment of such purchases will be settled
in cash in arrears, or in accordance with the payment terms agreed
by the relevant parties in the contracts to be entered into
pursuant to such framework agreement.
The Board (including the independent non-executive Directors) is of
the view that the transactions for the purchase of ancillary
equipment and parts as contemplated by the Huaneng Group Framework
Agreement were entered into: (i) in the ordinary and usual course
of business of the Company; (ii) on normal commercial terms (on
arm’s length basis or on terms no less favourable to the Company
than terms available from independent third parties); and (iii) on
terms and proposed cap that are fair and reasonable and in the
interest of the Company and its shareholders as a whole.
As none of the applicable percentage ratios relating to the scale
of the transactions in question calculated in accordance with Rule
14.07 of the Hong Kong Listing Rules exceeds 5%, such transactions
are only subject to the reporting and announcement requirements
under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but
are exempt from the Independent Shareholders’ approval
requirements. In addition, the Company will, with respect to the
transactions in question, comply with the requirements under Rules
14A.55 to 14A.59 of the Hong Kong Listing Rules in respect of the
annual review of these continuing connected
transactions. If the actual aggregate amount of such transactions
during the year ending 31 December 2021 exceeds the above cap (i.e.
RMB2 billion), the Company will further comply with the
requirements under Rule 14A.54 of the Hong Kong Listing
Rules.
The Company’s main fuel for power generation is coal. Pursuant to
the Huaneng Group Framework Agreement, the Company and its
subsidiaries will purchase fuel and coal transportation services
from Huaneng Group and its subsidiaries and associates at prices
and charges calculated by reference to RMB/ton and the actual
weight of carriage, with arm’s length terms taking into account the
then market conditions, and in any event the terms of the purchases
of fuel and the transportation services shall be no less favourable
than those offered by independent third parties to the Company and
its subsidiaries for the same or similar type of fuel supply or
transportation services.
Pursuant to the provisions of the 2020 Huaneng Group Framework
Agreement with respect to the purchase of fuel and transportation
services in 2020 by the Company and its subsidiaries from Huaneng
Group and its subsidiaries and associates, the cap of the aggregate
transaction amount for 2020 was set at RMB49.9 billion. During the
period from 1 January 2020 to 30 September 2020, the aggregate
transaction amount (unaudited) for purchase of fuel and
transportation services by the Company and its subsidiaries from
Huaneng Group and its subsidiaries and associates was approximately
RMB23.872 billion. It is estimated that by the end of 2020, the
actual aggregate transaction amount will not exceed the anticipated
transaction amount of 2020. The substantial difference between the
estimated transaction amount and the actual transaction amount was
primarily due to the adjustments to the transactions made by the
Company according to the actual operations of the Company and
market changes; and the substantial changes in the coal market and
transportation market as compared with expectation, resulting in a
substantial difference between the estimated transaction amount and
the actual transaction amount.
The cap of the transaction amount for purchase of fuel and
transportation services by the Company and its subsidiaries from
Huaneng Group and its subsidiaries and associates pursuant to the
Huaneng Group Framework Agreement in 2021 is estimated to be RMB50
billion. The payment of the consideration will be settled in cash
in arrears, or in accordance with the payment terms agreed by the
relevant parties in the contracts to be entered into pursuant to
the framework agreement. The cap of such amount is set based on the
current overall business scale and operation of the Company and the
power plants of its subsidiaries, and the reasonable expectation of
those power plants by the Company and its subsidiaries, and at the
same time the capability in offering relatively competitive prices
on bulk purchase by scale purchase of fuel and transportation by
Huaneng Group and its subsidiaries and associates.
The competitive advantage of Huaneng Group and its subsidiaries and
associates in the supply of fuel and transportation services is
that they can offer more favourable prices for bulk purchase of
fuel and transportation services. Taking into consideration the
ability of Huaneng
Group and its subsidiaries and associates to offer more favourable
prices for purchases of fuel and transportation services, and owing
to their close relationships with the Company and its subsidiaries,
Huaneng Group and its subsidiaries and associates are able to
provide the Company and its subsidiaries with fuel and
transportation services in a timely and reliable manner, thereby
minimising the management and operational costs of the Company and
its subsidiaries.
The estimated transaction amount for 2021 is based on the estimated
transactions primarily with Huaneng Supply Chain Platform
Technology Co., Ltd. (the “Platform Company”). The Platform
Company was established by Huaneng Group as an enterprise with
market competitiveness to respond to market changes, and to grasp
the competitive advantage of the free zone (free port) constructed
in Hainan, so as to leverage on the competitive edge of resource
sharing, complementary advantages, and synergistic development on
aspects of resources, finance, logistics, etc. to shorten the
transportation chain for serving the power plants within the
intra-group of Huaneng Group with competitive prices. For
individual purchases, the prices of the fuel and transportation
services offered by Huaneng Group and its subsidiaries and
associates were relatively not competitive when compared with the
prices offered by independent third parties. With the establishment
of the Platform Company, it is expected that the transaction amount
on individual purchases of fuel and transportation services in 2021
will be increased. The increase in cap of the transaction amount
for purchase of fuel and transportation services in 2021 has
primarily taken into account the anticipated increase in volume of
such individual purchases.
The Company has a right in procurement selection. For the Platform
Company to participate in the Company’s procurement auction, the
Company shall make use of the scale procurement advantage of the
Platform Company with prices no less favourable than the prices
from independent third parties offered to the Company and its
subsidiaries and at the same time to leverage on the free trade
zone in Hainan, the place where the Platform Company was
established, to enjoy the advantage brought about by the benefits
of the Government policies to further lower the procurement
costs.
The Board is of the view that the transactions for the purchase of
fuel and transportation services from Huaneng Group and its
subsidiaries and associates contemplated under the Huaneng Group
Framework Agreement were entered into: (i) in the ordinary and
usual course of business of the Company; (ii) on normal commercial
terms (on arm’s length basis or on terms no less favourable to the
Company than terms available from independent third parties); and
(iii) on terms and proposed caps that are fair and reasonable and
in the interest of the Company and its shareholders as a
whole.
As the applicable percentage ratios relating to the transaction
scale for the purchase of fuel and transportation services by the
Company and its subsidiaries from Huaneng Group and its
subsidiaries and associates calculated in accordance with Rule
14.07 of the Hong Kong Listing Rules exceed 5%, such transactions
shall be subject to the reporting and announcement requirements
under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules and
the requirement to obtain approval from the Independent
Shareholders. The Company has conducted a detailed survey in
respect of its short-term and long-term operational demand for coal
and coal transportation services. The Company is of the view that
before the convening of the extraordinary general meeting, such
transactions will not (and the Company will through its internal
control system ensure that such transactions will not) exceed the
relevant thresholds that require Independent Shareholders’ approval
under the Hong Kong Listing Rules.
For operational needs, the Company and its subsidiaries have to
lease facilities, land and office spaces (mainly including power
transmission and transformation assets, vessels, land and office
spaces for power plants, etc.) from Huaneng Group and its
subsidiaries and associates. Pursuant to the provisions of the 2020
Huaneng Group Framework Agreement with respect to the leasing of
facilities, land and office spaces in 2020 by the Company and its
subsidiaries from Huaneng Group and its subsidiaries and
associates, the cap of the relevant transaction amount for 2020 was
set at RMB400 million. During the period from 1 January 2020 to 30
September 2020, the aggregate transaction amount (unaudited) which
has already been paid by the Company and its subsidiaries to
Huaneng Group and its subsidiaries and associates for leasing of
facilities, land and office spaces was approximately RMB160
million. It is estimated that by the end of 2020, the actual
aggregate transaction amount will not exceed the anticipated
transaction amount of 2020.
Pursuant to the Huaneng Group Framework Agreement, the transaction
amount with respect to the leasing of facilities, land and office
spaces by the Company and its subsidiaries from Huaneng Group and
its subsidiaries and associates in 2021 is estimated not to exceed
RMB300 million. The estimate of such cap amount is based on the
existing overall business scale and operation of the power plants
of the Company and its subsidiaries, the anticipated development
and growth of such power plants as deemed reasonable by the Company
and its subsidiaries, taking into account at the same time the
benefit of favourable prices offered by Huaneng Group and its
subsidiaries and associates for leasing of facilities, land and
office spaces.
In respect of leasing of facilities, land and office spaces, the
competitive advantage of Huaneng Group and its subsidiaries and its
associates is their ability to offer more favourable prices for
leasing of facilities, land and office spaces. Taking into
consideration the ability of Huaneng Group and its subsidiaries and
associate in offering more favourable prices for leasing of
facilities, land and office spaces, and owing to their close
relationships with the Company and its subsidiaries, Huaneng Group
and its subsidiaries and associates are able to provide the Company
with the leased facilities, land and office spaces in a timely and
reliable manner, thereby minimising the management and operational
costs of the Company and its subsidiaries.
Pursuant to the Huaneng Group Framework Agreement, the terms and
the prices with respect to the leasing of facilities, land and
office spaces to the Company and its subsidiaries by Huaneng Group
and its subsidiaries and associates are negotiated at arm’s length
terms, taking into account the then prevailing market conditions;
but in any event at the leasing terms and prices no less favourable
than those offered to the Company and its subsidiaries by
independent third parties for the same or similar types of leased
facilities, land and office spaces. In addition, the payment will
be settled in cash, or in accordance with the payment terms agreed
by the relevant parties in the contracts to be entered into in
future pursuant to the framework agreement.
The Board (including the independent non-executive Directors) is of
the view that the transactions for the leasing of facilities, land
and office spaces contemplated under the Huaneng Group Framework
Agreement were entered into: (i) in the ordinary and usual course
of business of the Company; (ii) on normal commercial terms (on
arm’s length basis or on terms no less favourable to the Company
than terms available from independent third parties); and (iii) on
terms and proposed caps that are fair and reasonable and in the
interest of the Company and its shareholders as a whole.
As none of the applicable percentage ratios relating to the scale
of the transactions in question calculated in accordance with Rule
14.07 of the Hong Kong Listing Rules exceeds 5%, such transactions
are only subject to the reporting and announcement requirements
under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but
are exempt from the Independent Shareholders’ approval
requirements. In addition, the Company will, with respect to the
transactions in question, comply with the requirements under Rule
14A.55 to 14A.59 of the Hong Kong Listing Rules in respect of
conducting annual reviews of these continuing connected
transactions. If the actual aggregate amount of such transactions
during the year ending 31 December 2021 exceeds the above cap (i.e.
RMB300 million), the Company will further comply with the
requirements under Rule 14A.54 of the Hong Kong Listing
Rules.
The reciprocal technical services, engineering contracting services
and other services between the Company and its subsidiaries and
Huaneng Group and its subsidiaries and associates mainly include
the provision of fuel management service relevant to power plants,
maintenance services for power plants’ monitoring systems,
real-time consolidation of project data, trial run of generating
units, supervision of manufacture of facilities for construction
works in progress and insurance services by Huaneng Group and its
subsidiaries and associates to the Company and its subsidiaries. At
the same time, the Company and its subsidiaries provide
operation/production related services to Huaneng Group and its
subsidiaries and associates. Pursuant to the 2020 Huaneng Group
Framework Agreement, the cap for the aggregate transaction amount
with respect to the purchase of technical services, engineering
contracting services and other services by the Company and its
subsidiaries from Huaneng Group and its subsidiaries and associates
for 2020 and the provision of operation/production and related
services from the Company and its subsidiaries to Huaneng Group and
its subsidiaries and associate for 2020 were set at RMB1.8 billion.
During the period from 1 January 2020 to 30 September 2020, the
aggregate transaction
amount (unaudited) between the Company and its subsidiaries and
Huaneng Group and its subsidiaries and associates was approximately
RMB927 million. It is estimated that by the end of 2020, the actual
aggregate transaction amount will not exceed the anticipated
transaction amount of 2020. The substantial difference between the
estimated transaction amount and the actual transaction amount was
primarily due to the fact that adjustments were made to the
projected transactions based on the Company’s actual business scale
and operation as a whole and the changes in market
conditions.
Pursuant to the Huaneng Group Framework Agreement, the transaction
amount with respect to technical services, engineering contracting
services and other services between the Company and its
subsidiaries and Huaneng Group and its subsidiaries and associates
in 2021 is estimated not to exceed RMB2.9 billion. The estimate of
such cap is based on the one hand on the existing overall business
scale and operation of the power plants of the Company and its
subsidiaries as well as the anticipated development and growth of
such power plants as deemed reasonable by the Company and its
subsidiaries, having taken into account the benefit of favourable
prices for the purchase of technical services and engineering
contracting services and other services offered by Huaneng Group
and its subsidiaries and associates, and on the other the needs for
providing and engaging in relevant business operation by Huaneng
Group and its subsidiaries and associates to the Company and its
subsidiaries.
On the one hand, the competitive advantage of Huaneng Group and its
subsidiaries and associates in terms of providing technical
services, engineering contracting services and other services is
that they can offer more favourable prices to the Company and its
subsidiaries. Taking into consideration the ability of Huaneng
Group and its subsidiaries and associates to offer more favourable
prices for technical services, engineering contracting services and
other services, and owing to their close relationships with the
Company and its subsidiaries, Huaneng Group and its subsidiaries
and associates are able to provide the Company and its subsidiaries
with the technical services, engineering contracting services and
other services in a timely and reliable manner, thereby minimising
the management and operational costs of the Company and its
subsidiaries. In addition, some of the subsidiaries and associates
of Huaneng Group focus on researching information technology and
national new energy power generation technology, as well as
equipment of thermal energy in power plants, therefore can provide
reliable and efficient services of information technology and
project contracting, and can also provide advanced and
comprehensive power station-specific technical services and project
contracting services, which can lower the operational costs of the
Company and its subsidiaries. On the other hand, the Company is of
the view that the provision of relevant production and operation
services to Huaneng Group and its subsidiaries and associates can
bring operational benefits to the Company and its
subsidiaries.
Pursuant to the Huaneng Group Framework Agreement, the terms and
the prices of transactions with respect to technical services,
engineering contracting services and other services between the
Company and its subsidiaries from Huaneng Group and its
subsidiaries and associates are negotiated at arm’s length terms,
taking into account the then prevailing market conditions; but in
any event at the terms and prices no less favourable than those
offered to the Company and
its subsidiaries by independent third parties for the same or
similar types of technical services, engineering contracting
services and other services. In addition, the payment of
consideration will be settled in cash in arrears, or in accordance
with the payment terms agreed by the relevant parties in the
contracts to be entered into pursuant to the framework
agreement.
The Board (including the independent non-executive Directors) is of
the view that the transactions with respect to technical services,
engineering contracting services and other services as contemplated
under the Huaneng Group Framework Agreement were entered into: (i)
in the ordinary and usual course of business of the Company; (ii)
on normal commercial terms (on arm’s length basis or on terms no
less favourable to the Company than terms available from
independent third parties); and (iii) on terms and proposed caps
that are fair and reasonable and in the interest of the Company and
its shareholders as a whole.
As none of the applicable percentage ratios relating to the scale
of the transactions in question calculated in accordance with Rule
14.07 of the Hong Kong Listing Rules exceeds 5%, such transactions
are only subject to the reporting and announcement requirements
under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but
are exempt from the Independent Shareholders’ approval
requirements. In addition, the Company will, with respect to the
transactions in question, comply with the requirements under Rule
14A.55 to 14A.59 of the Hong Kong Listing Rules in respect of
conducting annual reviews of these continuing connected
transactions. If the actual aggregate amount of such transactions
during the year ending 31 December 2021 exceeds the above cap (i.e.
RMB2.9 billion), the Company will further comply with the
requirements under Rule 14A.54 of the Hong Kong Listing
Rules.
The provision of entrusted sale services from Huaneng Group and its
subsidiaries and associates to the Company and its subsidiaries
involves mainly the use of power generation quota of Huaneng Group
and its subsidiaries and associates for substituted power
generation by the Company and its subsidiaries. Where the Company
and its subsidiaries generate electricity under the quota of and in
substitution for Huaneng Group and its subsidiaries and associates,
payments under such transactions will be settled in two ways: (1)
upon power generation, the Company and its subsidiaries shall
settle the payment with the power grid company before paying the
difference to Huaneng Group and its subsidiaries and associates;
and (2) upon power generation, Huaneng Group and its subsidiaries
and associates shall settle the payment with the power grid company
before paying substituted power generation costs and other relevant
expenses to the Company and its subsidiaries. Pursuant to the 2020
Huaneng Group Framework Agreement with respect to the acceptance
for provision of entrusted sale services from Huaneng Group and its
subsidiaries and associates to the Company and its subsidiaries,
the cap of the aggregate transaction amount for 2020 was set at
RMB600 million. During the period from 1 January 2020 to 30
September 2020, the aggregate transaction amount for the provision
of entrusted sale services from Huaneng Group and its subsidiaries
and associates to the Company and its subsidiaries was RMB0. It is
estimated that by end of 2020, the aggregate of the actual
transaction amount will not exceed the anticipated transaction
amount in 2020. The reason for the substantial difference between
the estimated transaction amount and the actual transaction amount
was due to the adjustments made by the Company based on the actual
overall business scale and operation status and the changes in
market.
Pursuant to the Huaneng Group Framework Agreement, the transaction
amount with respect to such entrusted sale services between the
Company and its subsidiaries and Huaneng Group and its subsidiaries
and associates for 2021 is estimated to be RMB700 million. Such cap
is set on the basis of the current overall business and operation
scale of the transaction parties, estimation of the on-grid tariff
and substitution tariff, and reasonable expectation of the Company
and its subsidiaries as to the development of the transaction
parties.
In order to increase electricity output and boost efficiency, the
Company and its subsidiaries have entered into substituted power
generation transactions with power plants already closed or still
in operation in the places where they are located (including
connected persons and non- connected persons). The advantage of
Huaneng Group and its subsidiaries and associates in the provision
of substituted power generation is that they charge higher tariffs
so that the Company and its subsidiaries can produce a higher
marginal contribution. Besides, Huaneng Group and its subsidiaries
and associates maintain good relationship with the Company and its
subsidiaries.
Pursuant to the Huaneng Group Framework Agreement, the terms and
prices with respect to the provision of aforesaid entrusted sale
services from Huaneng Group and its subsidiaries and associates to
the Company and its subsidiaries are negotiated at arm’s length
terms, taking into account the then prevailing market conditions,
but in any event at the terms and prices no less favourable than
those offered to the Company and its subsidiaries by an independent
third party for the same or similar type of services.
The Board (including the independent non-executive Directors) is of
the view that the transactions for provision of entrusted sale
services from Huaneng Group and its subsidiaries and associates to
the Company and its subsidiaries pursuant to the Huaneng Group
Framework Agreement were entered into: (i) in the ordinary and
usual course of business of the Company; (ii) on normal commercial
terms (on arm’s length basis or on terms no less favourable than
terms accepted by the Company from independent third parties); and
(iii) on terms and proposed caps that are fair and reasonable and
in the interest of the Company and its shareholders as a
whole.
As none of the applicable percentage ratios relating to the scale
of the transactions in question calculated in accordance with Rule
14.07 of the Hong Kong Listing Rules exceeds 5%, such transactions
are only subject to the reporting and announcement requirements
under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but
are exempt from the Independent Shareholders’ approval
requirements. In addition, the Company will, with respect to the
transactions in question, comply with the requirements under Rule
14A.55 to 14A.59 of the Hong Kong Listing Rules in respect of the
annual review of these continuing connected
transactions. If the actual aggregate amount of such transactions
during the year ending 31 December 2021 exceeds the above cap (i.e.
RMB700 million), the Company will further comply with the
requirements under Rule 14A.54 of the Hong Kong Listing
Rules.
To be more cost-efficient in management, the Company’s
subsidiary(ies) will sell products (mainly coal) to Huaneng Group
and its subsidiaries and associates. The prices and charges of coal
will be calculated by reference to RMB/ton and the actual weight of
carriage, with arm’s length terms taking into account the then
market conditions, and in any event the terms of the purchases of
coal and other related products shall be no less favourable than
those offered by independent third parties to the Company for the
same or similar type of coal supply and other related products.
Pursuant to the 2020 Huaneng Group Framework Agreement, the cap of
the aggregate transaction amount with respect to the sale of
products by the Company and its subsidiaries to Huaneng Group and
its subsidiaries and associates for 2020 was set at RMB600 million.
During the period from 1 January 2020 to 30 September 2020, the
aggregate transaction amount (unaudited) for the sale of products
by the Company and its subsidiaries to Huaneng Group and its
subsidiaries and associates was RMB0. It is estimated that by the
end of 2020, the actual aggregate transaction amount will not
exceed the anticipated transaction amount for 2020. The substantial
difference between the estimated transaction amount and the actual
transaction amount was primarily due to the adjustment to
transactions according to the changes in coal demand by certain
power plants of Huaneng Group and its subsidiaries.
Pursuant to the Huaneng Group Framework Agreement, the transaction
amount with respect to the sale of products between the Company and
Huaneng Group and its subsidiaries and associates for 2021 is
estimated to be RMB500 million. The payment of the consideration
will be settled in cash in arrears, or in accordance with the
payment terms to be agreed by the relevant parties pursuant to the
Huaneng Group Framework Agreement. Such estimate of cap amount is
based on the demand of coal and relevant products of the power
plants of Huaneng Group and its subsidiaries in 2021 and more
favorable pricing by way of bulk purchase. In order to leverage the
advantage of scale procurement, the Company may increase the
purchase volume of coal and re-sell excess portion to the power
plants of Huaneng Group and its subsidiaries.
The Board (including the independent non-executive Directors) is of
the view that the transactions for sale of products to Huaneng
Group and its subsidiaries and associates pursuant to the Huaneng
Group Framework Agreement were entered into: (i) in the ordinary
and usual course of business of the Company; (ii) on normal
commercial terms (on arm’s length basis or on terms no less
favourable to the Company than terms available from independent
third parties); and (iii) on terms and proposed caps that are fair
and reasonable and in the interest of the Company and its
shareholders as a whole.
As none of the applicable percentage ratios relating to the scale
of the transactions in question calculated in accordance with Rule
14.07 of the Hong Kong Listing Rules exceeds 5%, such transactions
are only subject to the reporting and announcement requirements
under Rules
14A.71 and 14A.35 of the Hong Kong Listing Rules but are exempt
from the Independent Shareholders’ approval requirements. In
addition, the Company will, with respect to the transactions in
question, comply with the requirements under Rule 14A.55 to 14A.59
of the Hong Kong Listing Rules in respect of the annual review of
these continuing connected transactions. If the actual aggregate
amount of such transactions during the year ending 31 December 2021
exceeds the above cap (i.e. RMB500 million), the Company will
further comply with the requirements under Rule 14A.54 of the Hong
Kong Listing Rules.
The electricity purchase by the Company and its subsidiaries from
Huaneng Group and its subsidiaries and associates is mainly
attributable to the demand for participation in the electricity
market transactions by local government(s) and electricity trading
centres organised in their respective regions. Pursuant to the
provisions of the 2020 Huaneng Group Framework Agreement with
respect to the purchase of electricity by the Company and its
subsidiaries from Huaneng Group and its subsidiaries and
associates, the cap of the aggregate transaction amount for 2020
was set at RMB300 million. During the period from 1 January 2020 to
30 September 2020, the transaction amount (unaudited) in respect of
the purchase of electricity by the Company and its subsidiaries
from Huaneng Group and its subsidiaries and associates was RMB0.
The substantial difference between the estimated transaction amount
and the actual transaction amount was primarily due to the
adjustments made by the Company based on the actual overall
business scale and operation status and the changes in
market.
For 2021, the transaction amount with respect to purchase of
electricity by the Company and its subsidiaries from Huaneng Group
and its subsidiaries and associates is estimated to be RMB200
million. Such cap is estimated on the basis of the operation
targets of electricity sales companies of the Company to be
achieved, the principle of maximising the interests of the Company,
and in accordance with the rules of market exchange promulgated by
the government, and the electricity sales companies of the Company
purchase electricity from power plants of connected persons or
sales companies.
Pursuant to the current transaction settlement method, the Company
and its subsidiaries purchase electricity from power plants of
connected persons (including Huaneng Group and its subsidiaries and
associates) or electricity sales companies and settle through the
grid enterprises in accordance with the contractual agreements
between the parties to the transaction. There is no actual
settlement relationship between the Company and its connected
persons (including Huaneng Group and its subsidiaries and
associates), and the transaction amount is determined according to
the contractual terms of both parties to the transaction.
The Board (including the independent non-executive Directors) is of
the view that the transactions for purchase of electricity from
Huaneng Group and its subsidiaries and associates by the Company
and subsidiaries pursuant to the Huaneng Group Framework Agreement
were entered into: (i) in the ordinary and usual course of business
of the Company; (ii) on normal
commercial terms (on arm’s length basis or on terms no less
favourable than terms accepted by the Company from independent
third parties); and (iii) on terms and proposed caps that are fair
and reasonable and in the interest of the Company and its
shareholders as a whole.
As none of the applicable percentage ratios relating to the scale
of the transactions in question calculated in accordance with Rule
14.07 of the Hong Kong Listing Rules exceeds 5%, such transactions
are only subject to the reporting and announcement requirements
under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but
are exempt from the Independent Shareholders’ approval
requirements. In addition, the Company will, with respect to the
transactions in question, comply with the requirements under Rule
14A.55 to 14A.59 of the Hong Kong Listing Rules in respect of the
annual review of these continuing connected transactions. If the
actual aggregate amount of such transactions during the year ending
31 December 2021 exceeds the above cap (i.e. RMB200 million), the
Company will further comply with the requirements under Rule 14A.54
of the Hong Kong Listing Rules.
The Company and its subsidiaries sell heat to Huaneng Group and its
subsidiaries and associates, mainly including the sales of
industrial steam, hot water and other thermal products produced by
the Company’s power plants and heating enterprises. 2020 Huaneng
Group Framework Agreement did not provide for such transaction.
From 1 January 2020 to 30 September 2020, the transaction amount
for such transaction between the Company and its subsidiaries with
Huaneng Group and its subsidiaries and associates was approximately
RMB1 million. It is expected that the accumulative transaction
amount for the sale of heat by the Company and its subsidiaries to
Huaneng Group and its subsidiaries and associates in 2020 will not
exceed the level that can be exempt from disclosure requirement
under the Hong Kong Listing Rules. The Company will closely monitor
the relevant transaction amount so as to meet the compliance
requirements under the Hong Kong Listing Rules.
According to the Huaneng Group Framework Agreement, the transaction
amount with respect to the sale of heat by the Company and its
subsidiaries to Huaneng Group and its subsidiaries and associates
in 2021 is estimated to be RMB100 million. Such cap is estimated
based on the current overall business scale and operation of the
power plants of the Company and its subsidiaries, and the
reasonable expectations of the Company and its subsidiaries for the
development of these power plants, and also taking into account
Huaneng Group and its subsidiaries and its associates can reduce
the management and operating costs of the Company and its
subsidiaries, thereby improving the Company’s operating
performance.
The Board (including the independent non-executive Directors) is of
the view that the transactions for sale of heat to Huaneng Group
and its subsidiaries and associates by the Company and subsidiaries
pursuant to the Huaneng Group Framework Agreement were entered
into: (i) in the ordinary and usual course of business of the
Company; (ii) on normal commercial
terms (on arm’s length basis or on terms no less favourable than
terms accepted by the Company from independent third parties); and
(iii) on terms and proposed caps that are fair and reasonable and
in the interest of the Company and its shareholders as a
whole.
As none of the applicable percentage ratios relating to the scale
of the transactions in question calculated in accordance with Rule
14.07 of the Hong Kong Listing Rules exceed 5%, such transactions
are only subject to the reporting and announcement requirements
under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but
are exempt from the Independent Shareholders’ approval
requirements. In addition, the Company will, with respect to the
transactions in question, comply with the requirements under Rule
14A.55 to 14A.59 of the Hong Kong Listing Rules in respect of the
annual review of these continuing connected transactions. If the
actual aggregate amount of such transactions during the year ending
31 December 2021 exceeds the above cap (i.e. RMB100 million), the
Company will further comply with the requirements under Rule 14A.54
of the Hong Kong Listing Rules.
Trust loan is direct borrowing of loans by the Company and its
subsidiaries from Huaneng Group and its subsidiaries and associates
without the involvement of any agent bank as an intermediary,
whereas entrusted loan is primarily organized between Company and
its subsidiaries and Huaneng Group and its subsidiaries and
associates with a trustee or agent bank acting as an intermediary.
The Huaneng Group Framework Agreement has also included (i)
borrowing of trust loans by the Company and its subsidiaries from
Huaneng Group and its subsidiaries and associates; and (ii) the
provision of entrusted loans from Huaneng Group and its
subsidiaries and associates to the Company and its subsidiaries.
For reasons as set out in the paragraph below, the trust loans and
the entrusted loans under the Huaneng Group Framework Agreement are
exempted the reporting, announcement and Independent Shareholders’
requirements under the Hong Kong Listing Rules. The setting of the
cap of the transaction amount (i.e. interest arising from borrowing
of the relevant trust loans) of the trust loans borrowed and the
transaction amount (i.e. amount of the entrusted loans) of the
entrusted loans received is to comply with the disclosure
requirements under the SSE Listing Rules. The cap of the amount of
interest arising from the transactions (i.e. interest arising from
borrowing of the relevant trust loans) of the trust loans borrowed
for 2021 is expected to be RMB200 million and the transaction
amount (i.e. amount of the entrusted loans) of the entrusted loans
received for 2021 is expected to be RMB5 billion (maximum daily
balance of the loan).
Given that the trust loans and entrusted loans are obtained by the
Company and its subsidiaries from or through Huaneng Group and its
subsidiaries and associates on normal commercial terms which are
comparable to or more favourable than those available from
independent third parties for similar services in the PRC and that
no security is granted over the assets of the Company and its
subsidiaries in respect of such services, the trust loans and
entrusted loans contemplated under the Huaneng Group Framework
Agreement are exempted from all the reporting, announcement and
Independent Shareholders’ approval requirements pursuant to Rule
14A.90
(which relates to financial assistance) of the Hong Kong Listing
Rules. The Company therefore only makes disclosure in light of the
Company’s announcement disclosed on the Shanghai Stock
Exchange.
Fairness of the continuing connected transactions under the Huaneng
Group Framework Agreement and their impacts on the independency of
the Company
The Huaneng Group Framework Agreement is signed on normal
commercial terms which are fair and reasonable, with the
prices/fees/interests agreed and confirmed by both parties by
negotiating and concluding with arm’s length terms, taking into
account the then prevailing market conditions, and the terms of the
relevant agreement and the transactions under such agreement
offered to the Company and its subsidiaries by Huaneng Group and
its subsidiaries and associates are no less favourable than those
available from independent third parties. The Company and its
subsidiaries will sign necessary written agreements on specific
transactions with Huaneng Group and its subsidiaries and associates
within the range set by the above-stated framework agreement
according to actual conditions, and pay and/or charge the relevant
prices/ fees/interests based on the agreed method set forth in the
relevant agreements.
The Company will, through the Huaneng Group Framework Agreement and
a series of management arrangements in accordance with the
regulatory requirements, maintain its independency in
decision-making, the fairness of the prices of the transactions as
well as the flexibility of the Company in connected transactions so
as to alleviate the independence on its controlling shareholder.
Such arrangements shall include without limitation the Company’s
right to make independent decisions as to the price and quantity of
purchase and to access and obtain market information through
various means so that the terms obtained by the Company from
Huaneng Group will be no less favorable than those available from
independent third parties.
Based on the above, the Company is of the opinion that the Huaneng
Group Framework Agreement and the continuing connected transactions
thereunder are in the interests of the Company and the shareholders
as a whole. Meanwhile, the Company has a complete business system
and the ability to operate independently facing the market,
therefore the above-stated framework agreements and the continuing
connected transactions contemplated thereunder do not affect the
independency of the Company.
Measures to safeguard the interest of the Independent
Shareholders
Directors and senior management of the Company will monitor closely
and review regularly each continuing connected transaction of the
Company, and will adopt a series of risk management arrangements,
and endeavour to maintain, in relation to each continuing connected
transaction, the independence of the Company; the fairness of the
price of the transaction; the
fairness of the terms of the transaction; and the right of choice
of the Company to conduct transactions with independent third
parties other than Huaneng Group and its subsidiaries and
associates. The relevant arrangements include:
procurement price as well as the price for transportation services.
The Company shall assess the quotations based on factors such as
quality, locality and market conditions, in order to determine the
appropriate price for the purchase of fuel and the price for coal
transportation. If two or more of the quotations obtained fall
within the price for the purchase of fuel and coal transportation,
factors such as the long-term relationship between the Company and
the local large-scale coal enterprise and the ability of such
enterprise to provide a stable supply of coal will be considered
before the Company makes a final decision to purchase the fuel and
coal transportation services. The Company will independently choose
and purchase from the best offer according to the market conditions
relied upon in developing the Company’s procurement strategies. The
Company will independently choose and purchase from the best offer
according to the market conditions relied upon in developing the
Company’s procurement strategies. The Company believes that such
purchaser-oriented pricing process will lead to an open and
transparent market mechanism for competition on prices;
regard to the then prevailing market rent for similar types of
properties in the nearby locations (which is publicly available
information), and/or consult reputable local real estate agents for
benchmarks of assessment. Such transactions will be reviewed by the
Company’s legal department in the legal aspects and approved by the
contract management department;
services above, with reference to the then market conditions and in
conjunction with the costs for coal purchase by the fuel company,
determine the then selling prices, so as to recoup the costs and to
have a small profit;
committee (資金協調會);
and
BOARD’S CONFIRMATION
The Board has considered and approved the Huaneng Group Framework
Agreement and the transactions and estimates of relevant caps of
the transactions under such agreement. Pursuant to the SSE Listing
Rules and Rule 14A.68(8) of the Hong Kong Listing Rules, Messrs.
Zhao Keyu, Zhao Ping, Huang Jian, Wang Kui, Lu Fei and Teng Yu, all
being Directors of the Board being regarded as having a material
interest in the continuing connected transactions given their
management positions in Huaneng Group or its associate, abstained
from voting on the Board resolutions relating to the execution of
such agreements. The resolution was voted by Directors who are not
connected to the transactions.
EXTRAORDINARY GENERAL MEETING
Under the Hong Kong Listing Rules, the conduct of purchase of fuel
and transportation services (including the proposed caps) by the
Company and its subsidiaries from Huaneng Group and its
subsidiaries and associates under the Huaneng Group Framework
Agreement require Independent Shareholders’ approval. However,
pursuant to the SSE Listing Rules, the conduct of all transactions
with Huaneng Group (together with its subsidiaries and associates,
all being treated as concerted related parties of the Company under
the SSE Listing Rules) as set out in this announcement shall be
approved by the Independent Shareholders of the Company. The
Company proposes to convene an extraordinary general meeting in
December 2020 to seek approval from Independent Shareholders on
(among others) the conduct of the continuing connected transactions
(including the relevant proposed caps) contemplated under the
Huaneng Group Framework Agreement. Huaneng Group and its associates
(holding an aggregate of 7,286,936,866 ordinary shares in the
Company, representing approximately 46.42% of the total issued
shares of the Company as at the date of this announcement) will
abstain from voting on the resolutions, among others, with respect
to the conduct of the continuing connected transactions (including
the relevant proposed caps) contemplated under the Huaneng Group
Framework Agreement at such extraordinary general meeting, at which
the proposed resolution will be passed by way of ordinary
resolution and voting will be taken by way of poll in accordance
with the requirements of the Hong Kong Listing Rules.
To comply with the requirements of the Hong Kong Listing Rules, the
Independent Board Committee of the Company will advise the
Independent Shareholders in connection with the transaction
regarding purchase of fuel and transportation services (including
the proposed caps) contemplated under the Huaneng Group Framework
Agreement and will appoint the Independent Financial Adviser to
advise the Independent Board Committee and the Independent
Shareholders regarding the purchase of fuel and transportation
services (including the proposed caps) contemplated under the
Huaneng Group Framework Agreement.
According to the requirements of Rules 14A.46(1) and 19A.39A of the
Hong Kong Listing Rules and the PRC Company Law, the Company shall
despatch a circular containing, inter alia, further details of the
continuing connected transactions for the purchase of fuel and
transportation services
(including the proposed caps) contemplated under the Huaneng Group
Framework Agreement, a letter from the Independent Board Committee
and an opinion of the Independent Financial Advisor to the
shareholders as soon as possible but in any event not later than 7
December 2020.
Under the Hong Kong Listing Rules, the Independent Financial
Adviser is required to opine only on the continuing connected
transactions relating to the purchase of fuel and transportation
services (including the proposed caps) contemplated under the
Huaneng Group Framework Agreement and, in which case, the
Independent Financial Adviser will not provide opinions on the
other transactions contemplated under the Huaneng Group Framework
Agreement (collectively, the “Other Transactions”). Notwithstanding
such arrangement, the Company still plans to include details of the
Other Transactions in the circular to be issued so that
shareholders of the Company will have a full picture of all
transactions as contemplated under the Huaneng Group Framework
Agreement. The Company believes that on such basis, the Independent
Shareholders will be provided with sufficient information so as to
make an informed decision in the voting of the relevant proposed
resolution.
DEFINITIONS
As at the date of this announcement, the Directors of the Company
are:
Beijing, the PRC
6 November 2020
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
CONNECTED TRANSACTION
IN RELATION TO THE CAPITAL INCREASE AND DEEMED DISPOSAL
OF 25% EQUITY INTERESTS IN YANTAI RENEWABLE ENERGY
On 5 November 2020, Shandong Company, a controlling subsidiary of
the Company, entered into the Capital Increase Agreement with
Pro-Power Investment. Pursuant to the Capital Increase Agreement,
Yantai Renewable Energy, a wholly-owned subsidiary of Shandong
Company (the Company’s controlling subsidiary), will increase its
registered capital, among which, Shandong Company will contribute
RMB1,247.7015 million, while Pro-Power Investment will contribute
RMB415.9005 million (or its equivalent). Immediately after the
Capital Increase, the registered capital of Yantai Renewable Energy
will be increased from RMB1,000 million to RMB1,663.602 million, of
which Shandong Company will invest RMB1,247.7015 million and hold a
75% of equity interest, and Pro-Power Investment will invest
RMB415.9005 million (or its equivalent) and hold a 25% of equity
interest. Yantai Renewable Energy will become a non-wholly owned
subsidiary of Shandong Company.
The Company and its subsidiaries mainly develop, construct, operate
and manage large-scale power plants in China nationwide. It is one
of the largest listed power producers in China. As at the date of
publication of this announcement, the controlled generation
capacity is 111,971 MW and the equity-based generation capacity is
98,217 MW.
Huaneng Group is principally engaged in the operation and
management of enterprise investments, development, investment,
construction, operation and management of power plants; organising
the generation and sale of power (and heat); and the development,
investment, construction, production and sale of products in
relation to energy, transportation, new energy and environmental
protection industries.
Shandong Company is a controlling subsidiary of the Company, of
which the Company holds 80% equity interest and Huaneng Group holds
the remaining 20% equity interest. Shandong Company is a connected
subsidiary of the Company. Shandong Company is mainly engaged in
the development, investment, construction, management of power
(heat) projects, investment in coal, transportation and related
industries; purchase and sale of electricity; thermal power
technology consulting services.
Pro-Power Investment is a limited liability company incorporated in
Hong Kong which is principally engaged in investment business. Huaneng Group,
through its wholly-owned subsidiary, Hua Neng HK, indirectly wholly
owns Pro-Power Investment.
As at the date of publication of this announcement, 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 32.28% equity interest in the
Company. Huaneng Group also holds a 9.91% direct equity interest in the Company, a 3.01%
indirect equity interest in the Company through Hua Neng HK (a
wholly-owned subsidiary of Huaneng Group), a 0.84% indirect equity
interest in the Company through China Huaneng Group Treasury
Management (Hong Kong) Limited (an indirect wholly-owned subsidiary
of Huaneng Group) and a 0.39% indirect equity interest in the
Company through Huaneng Finance (a controlling subsidiary of
Huaneng Group). Pro-Power Investment is an indirect wholly-owned
subsidiary of Huaneng Group. Under the Hong Kong Listing Rules,
Pro-Power Investment is a connected person of the Company, the
Capital Increase constitutes a connected transaction of the
Company.
The principal terms of the
Capital Increase Agreement are summarized as follows:
5 November 2020
Shandong Company
Pro-Power Investment
The registered capital of Yantai Renewable Energy will be increased
to RMB1,663.602 million, of which, Shandong Company will contribute
RMB1,247.7015 million (or its equivalent) and hold a 75% equity
interest in Yantai Renewable Energy, and Pro-Power Investment shall
contribute RMB415.9005 million and hold a 25% equity interest in
Yantai Renewable Energy. Shandong Company will pay the capital
contribution with its internal funds.
Yantai New Energy shall have a board of directors with 5 directors,
3 nominated by Shandong Company, 1 nominated by Pro-Power
Investment, 1 employee representative, and 1 chairman who shall be
nominated by Shandong Company. Yantai New Energy shall have a board
of supervisors with 3 supervisors, 1 nominated by Shandong Company,
1 nominated by Pro-Power Investment, 1 employee representative; 1
chairman of the board of supervisors nominated by Shandong Company.
The voting on major matters of Yantai New Energy (foreign
investment, major asset disposal, external guarantee, equity
transfer, etc.) shall be implemented in accordance with the
articles of association of Huaneng Yantai Company. 1 general
manager of Yantai New Energy shall be nominated by Shandong
Company.
The Capital Increase Agreement shall become effective from the date
of signing (with official seals) by both parties.
In the Capital Transaction, Shandong Company shall invest
RMB1,247.715 million at a price of RMB1 per share, holding 75% equity interest in
Yantai Renewable Energy, and Pro-Power Investment shall invest
RMB415.905 million (or its equivalent) at a price of RMB1 per
share, holding 25% equity interest of Yantai Renewable
Energy.
Yantai Renewable Energy was established in Yantai of Shandong
Province on 13 April 2020 with a registered capital of RMB1,000
million. It is principally engaged in biomass power generation,
wind power generation, solar power generation, and geothermal power
generation; electricity sales; construction, operation, and
management of power production projects; heat production and
supply; construction, operation, and management of heating pipe
networks; contract energy management.
As at 30 September 2020, the unaudited financial data was as
follows: operating revenue of RMB0, profit of RMB0, total assets of
RMB34,095,544 and total liabilities of RMB34,095,544. there is
currently no relevant financial data.
Immediately after the Capital Increase, the registered capital of
Yantai Renewable Energy will be increased from RMB1,000 million to RMB1,663.602 million,
of which Shandong Company will contribute RMB1,247.7015 million and
hold a 75% of equity interest, and Pro-Power Investment will
contribute RMB415.9005 million (or its equivalent) and hold a 25%
of equity interest; and then Yantai Renewable Energy will become a
non-wholly owned subsidiary of Shandong Company. As at the date of
this announcement and immediately after the Capital Increase, the
shareholding structure of Yantai Renewable Energy will be as
follows:
RMB0’000
Note: At present,
contribution has not been made.
The purpose of the Capital Increase is to meet the capital needs of
the project . The Capital Increase will not have any significant
impact on the Company’s financial status, and there is no situation
that will prejudice the
interests of the Company and its shareholders.
After the Capital Increase, Yantai Renewable Energy will become a
non-wholly owned subsidiary of Shandong Company, while its accounts
will remain to be consolidated into the accounts of the
Company.
The Capital Increase will result in the shareholding held by
Shandong Company in Yantai Renewable Energy to decrease from 100%
to 75% and thus the Capital Increase constitutes a deemed disposal
under Rule 14.29 of the Hong Kong Listing Rules. With respect to
the Capital Increase, given the scale of the Capital Increase 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 discloseable transaction under
Chapter 14 of the Hong Kong Listing Rules. The Capital Increase
also 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. However, according
to the SSE Listing Rules, in conjunction with the Capital Increase,
the accumulative transaction amount of the transactions (other than
the routine related transactions) that did not require approval at
general meeting, and conducted between the Company and the same
related party(ies) (i.e. the transaction party(ies) being Huaneng
Group and the entities other than the Company under its control) in
the past 12 months reached the threshold that requires approval at
general meeting. Accordingly, the Capital Increase is subject to
approval to be obtained at general meeting of the Company according
to the SSE Listing Rules.
The Company proposes to convene an extraordinary general meeting in
December 2020 to seek approval from Independent Shareholders on (among
others) the related resolution regarding the Capital Increase.
According to the requirements of Rules 14A.46(1) and 19A.39A of the
Hong Kong Listing Rules and the PRC Company Law, the Company shall
despatch a circular containing, inter alia, the Capital Increase to
the shareholders as soon as possible but in any event not later
than 7 December 2020.
The Capital Increase was considered and approved at the 7th meeting
of the tenth session of the board of directors of the Company on 5
November 2020. Messrs. Zhao Keyu, Zhao Ping, Huang Jian, Wang Kui,
Lu Fei, Teng Yu, all being Directors having connected relationship,
abstained from voting on the board resolution relating to the
Capital Increase according to the Hong Kong Listing Rules and
Shanghai Listing Rules.
The Directors (including independent non-executive Directors) are
of the view that the Capital Increase Agreement was entered into: (i) on normal
commercial terms (on arm’s length basis or on terms no less
favourable to the Company than terms available from independent
third parties); (ii) on terms that are fair and reasonable and are
in the interests of the Company and its shareholders as a whole and
(iii) in the ordinary and usual course of business of the
Company.
In this announcement, unless
the context requires otherwise, the following terms shall have the
meanings set out below:
As at the date of this
announcement, the Directors of the Company are:
Beijing, the PRC
6 November 2020
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
CONNECTED TRANSACTION
CAPITAL INCREASE IN SHENGDONG OFFSHORE WIND POWER
On 5 November 2020, the Company entered into the Capital Increase
Agreement with Hua Neng HK, Haizhuang Renewables and Shengdong
Offshore Wind Power. Pursuant to the Capital Increase Agreement,
the Company, Hua Neng HK and Haizhuang Renewables shall inject new
capital by way of cash in accordance with their respective
shareholding ratios. The Company shall use its own internal fund to
pay Shengdong Offshore Wind Power not more than RMB1,077,871,181 as
the consideration for the Capital Increase. Upon completion of the
Capital Increase, Shengdong Offshore Wind Power’s registered
capital will be increased to RMB2,364,393,900, and the Company’s
shareholding ratio in Shengdong Offshore Wind Power remains
unchanged at 79%.
The Company and its subsidiaries mainly develop, construct, operate
and manage large-scale power plants in China nationwide. It is one
of the largest listed power producers in China. As at the date of
publication of this announcement, the controlled generation
capacity is 111,971 MW and the equity-based generation capacity is
98,217 MW.
Hua Neng HK is a wholly-owned subsidiary of Huaneng Group and is
mainly engaged in import/export, and trading in re-export of energy
and related industrial equipment and technologies; sourcing and
raising foreign funds, developing energy and other foreign exchange
projects; providing consultancy services for technical engineering
such as energy raw materials in the PRC.
Haizhuang Renewables was established in the PRC with limited
liability, and is principally engaged in contracting; investment
management; asset management; development, transfer, consultation
and promotion of technology. The ultimate shareholder of Haizhuang
Renewables is China Shipbuilding Industry Corporation Chongqing Shipbuilding Co.,
Ltd.
As at the date of publication of this announcement, 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 32.28% equity interest in the
Company. Huaneng Group also holds a 9.91% direct equity interest in
the Company, a 3.01% indirect equity interest in the Company
through Hua Neng HK (a wholly-owned subsidiary of Huaneng Group), a
0.84% indirect equity interest in the Company through Huaneng
Treasury (an indirect wholly-owned subsidiary of Huaneng Group) and
a 0.39% indirect equity interest in the Company through Huaneng
Finance (a controlling subsidiary of Huaneng Group). At the same
time, the Company, Hua Neng HK and Haizhuang Renewables each holds
79%, 21% and 1% equity interests, respectively, in Shengdong
Offshore Wind Power. Huaneng Group and HIPDC are connected persons
of the Company, Hua Neng HK is its associate, and Shengdong
Offshore Wind Power is a connected subsidiary of the Company.
According to the relevant provisions of the Hong Kong Listing
Rules, the Capital Increase constitutes a connected transaction of
the Company.
The Capital Increase was approved at the meeting of the board of
Directors of the Company held on 5 November 2020. The Company
entered into the Capital Increase Agreement with Hua Neng HK,
Haizhuang Renewables and
Shengdong Offshore Wind Power. Major terms of the Capital Increase
Agreement are as follows:
In the Capital Increase transaction, the Company, Hua Neng HK and
Haizhuang Renewables will increase their capital in the same
proportion as the shareholding ratio of Shengdong Offshore Wind
Power at a price of RMB1 per share.
The Company shall use its own
internal fund to pay Shengdong Offshore Wind Power not more than
RMB1,077,871,181 as the consideration for the Capital Increase.
Upon completion of the Capital Increase, Shengdong Offshore Wind
Power’s registered capital will be increased to RMB2,364,393,900,
and the Company’s shareholding ratio in Shengdong Offshore Wind
Power remains unchanged at 79%.
Incorporated on December 2018, Shengdong Offshore Wind Power is an
independent legal entity with limited liability jointly established
by the Company, Hua Neng HK and Haizhuang Renewables with 79%, 20%
and 1% shareholding, respectively. Shengdong Offshore Wind Power is
mainly engaged in the
production and sales of electric power; investment in wind power
generation; construction, operation and management of electric
power projects; development and utilization of clean energy; power
sales; power purchase and sale; contract energy management; wind
power technology consulting.
The following sets out certain
financial information of Shengdong Offshore Wind Power as at 31
December 2018 and 31 December 2019 (audited) and the six months
ended 30 June 2020 (unaudited), prepared in accordance with the PRC
Accounting Standards:
RMB0’000
The purpose of the Capital
Increase is to meet the capital needs of the project. The Capital
Increase will not have any significant impact on the Company’s
financial status, and there is no situation that will prejudice the
interests of the Company and its shareholders.
With respect to the Capital Increase, given the scale of the
Capital Increase 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
discloseable transaction under Chapter 14 of the Hong Kong Listing
Rules. The Capital Increase also constitutes a connected
transaction under Chapter 14A of the Hong Kong Listing Rules. As
the scale of the Capital Increase amount 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. However, according to the SSE Listing Rules,
in conjunction with the Capital Increase, the accumulative
transaction amount of the transactions (other than the routine
related transactions) that did not require approval at general
meeting, and conducted between the Company and the same related
party(ies) (i.e. the transaction party(ies) being Huaneng Group and
the entities other than the Company under its control) in the past
12 months reached the threshold that requires approval at general
meeting. Accordingly, the Capital Increase is subject to approval
to be obtained at general meeting of the Company according to the
SSE Listing Rules.
The Company proposes to convene an extraordinary general meeting in
December 2020 to seek approval from Independent Shareholders on
(among others) the related resolution regarding the Capital
Increase. According to the requirements of Rules 14A.46(1) and
19A.39A of the Hong Kong Listing Rules and the PRC Company Law, the
Company shall despatch a circular containing, inter alia, the
Capital Increase to the shareholders as soon as possible but in any
event not later than 7 December 2020.
The Capital Increase was considered and approved at the 7th meeting
of the tenth session of the Board of the Company on 5 November 2020. Zhao Keyu,
Zhao Ping, Huang Jian, Wang Kui, Lu Fei, Teng Yu, all being
Directors having connected relationship, abstained from voting on
the board resolution relating to the Capital Increase according to
the Hong Kong Listing Rules and Shanghai Listing Rules.
The Directors (including independent non-executive Directors) are
of the view that the Capital Increase Agreement was entered into:
(i) on normal commercial terms (on arm’s length basis or on terms
no less favourable to the Company than terms available from
independent third parties); (ii) on terms that are fair and
reasonable and are in the interests of the Company and its
shareholders as a whole and (iii) in the ordinary and usual course
of business of the Company.
In this announcement, unless
the context requires otherwise, the following terms shall have the
meanings set out below:
As at the date of this announcement, the Directors of the Company
are:
Beijing, the PRC
6 November 2020
Document 4
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
EXTERNAL GUARANTEE BY SUBSIDIARY AND CONNECTED TRANSACTION
DESCRIPTION OF THE CONNECTED TRANSACTION
To ensure the smooth construction of Sahiwal Project of Pakistan
Company, Huaneng Group has provided guarantee for the long-term
borrowings of Pakistan Company according to the proportion of
shareholding of Shandong Company in Pakistan Company. Upon the
request of the syndicate of lenders, in order to rationalize the
guarantee relationship, Shandong Company shall sign a Guarantee
Contract with ICBC (the leading bank of the syndicate) to take over
and assume the guarantee obligations of Huaneng Group. Shandong
Company intends to sign a Guarantee Contract with Jining Cheng
Group and ICBC upon consideration and approval of the Guarantee at
the general meeting of the Company.
According to the Guarantee Agreement, the Guarantee provided by
Shandong Company is given on a joint and several liability basis.
The period of guarantee is two years from the date on signing the
Guarantee Contract to the expiry of performance of the secured
debt. Jining Cheng Group, the other shareholder of Pakistan
Company, has undertaken the guarantee obligation for the remaining
50% debt under the Guarantee Contract. The amount of the principal
and interests of the Guarantee given by Shandong Company was
approximately US$258.5 million in total (the interests thereon were
estimated based on the maximum amount of the three-month LIBOR
published in October 2020. Relevant interests will float based on
the three-month LIBOR, the same below). As of the date of this
Announcement, the balance of the Guarantee actually provided by
Shandong Company to Pakistan Company was nil (excluding the amount
of the Guarantee).
The Guarantee involves Shandong Company, a subsidiary of the
Company, taking over and assuming the guarantee provided by Huaneng
Group to Pakistan Company for long-term borrowings in the amount of
approximately US$258.5 million, which belongs to other matters that
may cause the transfer of resources or obligations through
agreements.
RELATIONSHIP BETWEEN THE COMPANY, HUANENG GROUP, SHANDONG COMPANY
AND PAKISTAN COMPANY
The Company and its subsidiaries mainly develop, construct, operate
and manage large-scale power plants in China nationwide. It is one
of the largest listed power producers in China. As at the date of
publication of this announcement, the controlled generation
capacity of the Company is 111,971 MW and the equity based
generation capacity is 98,217 MW.
Huaneng Group is principally engaged in the operation and
management of enterprise investments, development, investment,
construction, operation and management of power plants; organising
the generation and sale of power (and heat); and the development,
investment, construction, production and sale of products in
relation to energy, transportation, new energy and environmental
protection industries.
As at the date of publication of this announcement, the Company
holds 80% equity interests in Shandong Company while its remaining
20% equity interest is held by Huaneng Group. Shandong Company is a
connected subsidiary of the Company. 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 32.28% equity interest in the Company. Huaneng
Group also holds a 9.91% direct equity interest in the Company, a
3.01% indirect equity interest in the Company through Hua Neng HK
(a wholly-owned subsidiary of Huaneng Group), a 0.84% indirect
equity interest in the Company through China Huaneng Group Treasury
Management (Hong Kong) Limited (a wholly-owned subsidiary of
Huaneng Group), and a 0.39% indirect equity interest in the Company
through China Huaneng Finance Corporation Limited (a controlling
subsidiary of Huaneng Group). Under Chapter 14A of the Hong Kong
Listing Rules, Huaneng Group is a connected person of the Company
while the transactions between the Company and Huaneng Group
(including its subsidiaries and associates) constitute connected
transactions of the Company, and are subject to the relevant
disclosure and/or Independent Shareholders’ approval requirements
as stipulated in the Hong Kong Listing Rules.
Shandong Company is a controlling subsidiary of the Company.
Shandong Company is mainly engaged in the development, investment,
construction, management of power (heat) projects, investment in
coal, transportation and related industries; purchase and sale of
electricity; thermal power technology consulting services.
Pakistan Company, established in May 2014, is indirectly owned as
to 50% by Shandong Company and 50% by Jining Cheng Group through
Shandong Ruyi (HK) at present (the changes of the relevant
industrial and commercial registrations in respect of the transfer
of its 50% equity interests in Shandong Ruyi (HK) (the parent
company of Pakistan Company) by Shandong Ruyi Group to Jining
Chengtou are still in progress). To the best of the Directors'
knowledge, information and belief after having made all reasonable
enquiries, Jining Cheng Group and its ultimate beneficial owners
are third parties independent from the Company and its connected
persons.
The registered address of Pakistan Company is in Lajar, Pakistan,
and the scope of operation is production and sales of electricity,
gas and related by-products. As at 31 December 2019, total assets
in the financial statements of Pakistan Company amounted to
RMB14.363 billion, total liabilities amounted to RMB11.268 billion
(among which, total bank borrowings were RMB10.003 billion and
total current liabilities were RMB3.316 billion), net assets
amounted to RMB3.095 billion, operating income amounted to RMB4.808
billion and net profit was RMB738 million. As at 30 September 2020,
total assets in the financial statements of Pakistan Company
amounted to RMB13.581 billion, total liabilities amounted to
RMB10.190 billion (among which, total bank borrowings were
RMB8.924 billion and total current liabilities were RMB2.810
billion), net assets amounted to RMB3.391 billion, operating income
amounted to RMB3.211 billion and net profit was RMB581
million.
PURPOSE OF THE CONNECTED TRANSACTION AND IMPACT ON THE
COMPANY
Shandong Ruyi Group has transferred its 50% equity interests in
Shandong Ruyi (HK) (the parent company of Pakistan Company) to
Jining Cheng Group this year. In order to rationalize the guarantee
relationship, upon the request of the syndicate, Shandong Company
and Jining Cheng Group intended to renew the Guarantee Contract
with the syndicate, pursuant to which, Shandong Company and Jining
Cheng Group shall undertake the guarantee provided by each of
Huaneng Group and Shandong Ruyi Group for long-term borrowings
denominated in US dollars of Sahiwal Project respectively,
according to their respective proportion of shareholding. The board
of directors of the Company believes that Pakistan Company will be
able to repay the above loan on schedule, and the overall risk of
the Guarantee on the Shandong Company is relatively small. The
Guarantee will not cause any material impact on the financial
position of the Company and will not prejudice the interests of the
Company and its shareholders.
IMPLICATION UNDER THE HONG KONG LISTING RULES AND THE SSE LISTING
RULES
The guarantee provided by Huaneng Group to a subsidiary of the
Company is entered into on normal commercial terms, and does not
involve any pledge of the Company’s assets. Under Rule 14A.90 of
the Hong Kong Listing Rules, the guarantee provided by Huaneng
Group to a subsidiary of the Company shall be exempt from
reporting, announcement and independent shareholders’ approval
requirements.
The Guarantee involves a subsidiary of the Company undertaking the
guarantee provided by Huaneng Group for Pakistan Company. As
Huaneng Group is a connected person of the Company, the Guarantee
constitutes a connected transaction under the Hong Kong Listing
Rules. Since the transaction scale of the Guarantee does not exceed
5% of the applicable percentage ratios as calculated in accordance
with Rule 14.07 of the Hong Kong Listing Rules, the Guarantee shall
only be subject to the reporting and announcement requirements
under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules, but
is exempt from the independent shareholders’ approval
requirement.
According to the SSE Listing Rules, the Guarantee has to be
submitted to the general meeting of the Company for consideration
and approval. Huaneng Group and its associates will abstain from
voting on the relevant resolution at the general meeting. The
Company shall hold a general meeting as soon as possible and submit
the aforesaid resolution for consideration and approval.
APPROVAL OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has considered and approved
the resolution regarding Shandong Company undertaking the guarantee
for its subsidiary. In accordance with the SSE Listing Rules and
the Hong Kong Listing Rules, Messrs. Zhao Keyu, Zhao Ping, Huang
Jian, Wang Kui, Lu Fei and Teng Yu, all being Directors of the
Company having connected relationship, abstained from voting on the
Board resolution relating to the capital increase. The Directors
(including independent non-executive Directors) are of the view
that the Guarantee Contract relating to the Guarantee was entered
into: (1) on normal commercial terms; (2) on terms that are fair
and reasonable and are in the interests of the Company and its
shareholders as a whole; and (3) in the ordinary and usual course
of business of the Company.
DEFINITIONS
As at the date of this announcement, the directors of the Company
are:
Beijing, the PRC
6 November 2020
Document 5
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
OVERSEAS REGULATORY ANNOUNCEMENT
ISSUE OF SUPER SHORT-TERM DEBENTURES
This announcement is made pursuant to Rule 13.10B of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited (the “Listing
Rules”).
As resolved at the 2019 annual general meeting of Huaneng Power
International, Inc. (the “Company”) held on 16 June 2020, the
Company has been given a mandate to issue super short-term
debentures (in either one or multiple tranches on rolling basis)
with a principal amount of up to RMB30 billion (which means that
the outstanding principal balance of the super short-term
debentures in issue shall not exceed RMB30 billion at any time
within the period as prescribed therein) within the period from
approval obtained at 2019 annual general meeting to the conclusion
of the 2020 annual general meeting.
The Company has recently completed the issue of the sixth tranche
of the Company’s super short- term debentures for 2020 (the
“Debentures”). The total
issuing amount was RMB2 billion with a maturity period of 30 days
whereas the unit face value is RMB100 and the interest rate is
1.3%.
Bank of Ningbo Co., Ltd. acts as the lead underwriter to form the
underwriting syndicates for the Debentures, which were placed
through book-building and issued in the domestic bond market among
banks. The proceeds from the Debentures will be used to supplement
the working capital of the headquarters of the Company, adjust
debts structure and repay the debt financing instruments due.
The relevant documents in respect of the Debentures are posted on
China Money and Shanghai Clearing House at websites of
www.chinamoney.com.cn and www.shclearing.com, respectively.
The Debentures do not constitute any transaction under Chapter 14
and Chapter 14A of the Listing Rules.
As at the date of this announcement, the directors of the Company
are:
Beijing, the PRC
6 November 2020
Document 6
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
notice, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of
the contents of this notice.
NOTICE OF 2020 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that
the 2020 second extraordinary general meeting (the “Extraordinary General Meeting”) of
Huaneng Power International, Inc. (the “Company”) will be held at 9:00 a.m. on
22 December 2020 at Conference Room A102, Huaneng Building, 6
Fuxingmennei Street, Xicheng District, Beijing, the People’s
Republic of China for considering and approving the following
resolutions:
ORDINARY RESOLUTIONS
As at the date of this notice, the directors of the Company
are:
Beijing, the PRC
6 November 2020
Notes:
Closure of register of members for the Extraordinary General
Meeting
In order to determine the shareholders of H shares who will be
entitled to attend the Extraordinary General Meeting, the Company
will suspend registration of transfer of shares from 2 December
2020 to 22 December 2020 (both days inclusive).
In order to qualify to attend the Extraordinary General Meeting,
shareholders of H shares of the Company whose transfer documents
have not been registered must deposit the transfer documents
accompanied by relevant share certificates to the Company’s H Share
Registrar, Hong Kong Registrars Limited at Shops 1712-1716, 17th
Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
by no later than 4:30 p.m. on 1 December 2020. Holders of H shares
whose names are recorded in the register of member of the Company
on 2 December 2020 are entitled to attend the Extraordinary General
Meeting.
Shops 1712-1716, 17th Floor, Hopewell Centre
183 Queen’s Road East, Wanchai
Hong Kong
Capital Market Department
Huaneng Power International, Inc.
Huaneng Building,
6 Fuxingmennei Street,
Xicheng District, Beijing 100031,
The People’s Republic of China
Contact: Xie Meixin
Telephone No.: (+86)-10-6322 6590
Facsimile No.: (+86)-10-6322 6888
Email: xiemx@hpi.com.cn
Proxy Form for 2020 Second Extraordinary General Meeting
or failing him the Chairman of the meeting as my(our) proxy to
attend and vote for me(us) on the following resolutions in
accordance with the instruction(s) below and on my(our) behalf at
the 2020 Second Extraordinary General Meeting (the “Extraordinary
General Meeting”) to be held at 9:00 a.m. on 22 December 2020 at
Conference Room A102, Huaneng Building, 6 Fuxingmennei Street,
Xicheng District, Beijing, the People’s Republic of China for the
purpose of considering and, if thought fit, passing the resolutions
as set out in the notice convening the Extraordinary General
Meeting. In the absence of any indication, the proxy may vote for
or against the resolutions at his own discretion.
(Note 6)
Notes:
* Please delete as appropriate.
Reply Slip for 2020 Second Extraordinary General Meeting
Inc. (the “Company”) hereby reply that I/(We) wish to attend or
appoint a proxy to attend (on my/our behalf) the 2020 Second
Extraordinary General Meeting (the “Extraordinary General Meeting”)
to be held at 9:00 a.m. on 22 December 2020 at Conference Room
A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District,
Beijing, the People’s Republic of China.
* Please delete as appropriate.
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.
