HNP Huaneng Power International Inc

SIGNATURES

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 undersigned, thereunto duly authorized.

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

Based on the relevant provisions of the current Joint Venture Contract of Hanfeng Power Plant, taking into account the changes in the situation caused by policy changes and the willingness of the parties to continue cooperation, and in accordance with the relevant Chinese laws and regulations, on 22 June 2021, the Company entered into the Amendment to Joint Venture Contract with Jiantou Energy and Widewin Investments, pursuant to the terms and conditions of which, the Company, Jiantou Energy and Widewin Investments proposed to change the term of operation of Hanfeng Power Plant into perpetual operation. In addition, the Company and Jiantou Energy would make appropriate compensation of RMB98 million to Widewin Investments for the difference in its investment. The Company shall contribute RMB65.3 million thereof and Jiantou Energy shall contribute RMB32.7 million thereof.

The Company and its subsidiaries mainly develop, construct, operate and manage large-scale power plants in China. It is one of the largest listed power suppliers in China. As at the date of this announcement, the Company’s controlled generation capacity is 113,805 MW and the equity based generation capacity is 99,570 MW.

Huaneng Group is principally engaged in the operation and management of enterprises investments; the 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.

Jiantou Energy, established on 18 January 1994, is principally engaged in investment, construction, operation and management, and energy project businesses that focus on electric power generation. Jiantou Energy is listed on the Shenzhen Stock Exchange and its largest shareholder is Hebei Construction & Investment Group Co., Ltd.. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, both Jiantou Energy and Hebei Construction & Investment Group Co., Ltd. are third parties independent of the Company and its connected persons.

Widewin Investments, established on 17 June 2003, is principally engaged in investment holding business, etc. As of the date of this announcement, Widewin Investments is a foreign company, the establishment of which was funded by Huaneng HK, CITIC Pacific and Yanshan International (with equity interests of 37.5%, 37.5% and 25%).

As of the date 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. According to the Hong Kong Listing Rules, Widewin Investments is an associate of the connected person of the Company, and the Transaction constitutes a connected transaction of the Company.

The principal terms of the Amendment to Joint Venture Contract are set out as follows:

22 June 2021

The Amendment to Joint Venture Contract shall come into effect upon being signed and sealed by the legal representatives or authorised representative(s) of each party hereto.

Pursuant to the existing Joint Venture Contract of Hanfeng Power Plant, the term of the joint venture is 25 years from the date of establishment of Hanfeng Power Plant, namely until 27 October 2021. Based on the relevant terms of the existing Joint Venture Contract, taking into account the changes in circumstances due to policy changes and the parties’ willingness to continue to cooperate, the parties, after friendly negotiations and in accordance with the relevant laws and regulations of the PRC, have agreed on the plan of perpetual operation of Hanfeng Power Plant and the historical expected return. The Company and Jiantou Energy proposed to make appropriate compensation of RMB98 million to Widewin Investments for the difference in its investment, two thirds of which shall be contributed by the Company equaling RMB65.3 million, while one third of which shall be contributed by Jiantou Energy equaling RMB32.7 million.

Hanfeng Power Plant, situated in Yijing, Fengfeng Mining District, Handan, Hebei Province, is a Sino-foreign joint venture incorporated in China in October 1996. The current shareholding structure and registered capital of Hanfeng Power Plant are set out below:

Among which, the Company and Jiantou Energy are inbound shareholders; Widewin Investments, being a foreign enterprise, is an outbound shareholder; Huaneng HK’s investment in Hanfeng Power Plant is accounted for under long-term “equity investment” and is not consolidated.

Certain financial data of Hanfeng Power Plant prepared in accordance with the PRC Accounting Standards for the years ended 31 December, 2018, 2019 and 2020 (audited) are set out as below:

In view of the imminent expiration of the operating term of Hanfeng Power Plant, the Company, Jiantou Energy and Widewin Investments changed the term of operation of Hanfeng Power Plant into perpetual operation.

The Company does not consolidate the financial statements of Hanfeng Power Plant prior to or after this Transaction, which will not result in a change in the scope of the Company’s consolidated statements. The Transaction will not have a material impact on the financial position of the Company and does not exist any situation that is prejudicial to the interests of the Company and its shareholders.

According to the relevant percentage ratios as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Transaction does not constitute a notifiable transaction under Chapter 14 of the Hong Kong Listing Rules. However, the Transaction constitutes a connected transaction under Chapter 14A of the Hong Kong Listing Rules. As the scale of the Transaction exceeds 0.1% but does not exceed 5% of the applicable percentage ratios (other than the profit ratio) as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Company is only required to comply with the reporting and announcement requirement under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but is exempt from independent shareholders’ approval requirements.

On 22 June 2021, the 13th Meeting of the Tenth Session of the Board of Directors of the Company has considered and approved the resolution regarding the Transaction. According to the Listing Rules of the Shanghai Stock Exchange 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 related relationships, abstained from voting on the resolution relating to the Transaction.

The Directors (including the independent non-executive Directors) are of the view that the Amendment to Joint Venture Contract was entered into: (i) on normal commercial terms (on arm’s length basis or on terms no less favorable 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.

As of the date of the announcement, the directors of the Company are:

Beijing, the PRC
23 June 2021

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 CLEAN ENERGY INSTITUTE

On 22 June 2021, the Company entered into the Capital Increase Agreement with Huaneng Group, Xi’an Institute, New Energy Co., Northern Co., Mongolia Eastern Co. and Clean Energy Institute. Pursuant to the terms and conditions of the Capital Increase Agreement, the Company shall subscribe part of the new registered capital of Clean Energy Institute in an amount of RMB389,616,900. After completion of the Capital Increase, the Company will become a shareholder of Clean Energy Institute, holding 30% shareholding interest in Clean Energy Institute.

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 113,805 MW and the equity-based generation capacity is 99,570 MW.

Huaneng Group is principally engaged in the operation and management of enterprises 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.

Xi’an Institute is a controlling subsidiary of Huaneng Group. Xi’an Institute is an energy conservation and environmental protection service provider, focusing on key areas such as energy conservation and environmental protection, water treatment and zero discharge of wastewater, new energy, smart power stations, metal materials, power station chemistry, gas turbines and distributed energy, nuclear power, electricity and other key areas, specialising on clean coal utilization, intelligentization and new material technology. The products mainly include power station cleaning and combustion technology steam turbine technology, water treatment equipment, etc.

New Energy Co. is a controlling subsidiary of Huaneng Group, dedicated to the investment, development and research of wind energy and other new energy businesses.

Northern Co. is a controlling subsidiary of Huaneng Group, dedicated to the investment, development and research of electric power, heat, coal resources, railway and supporting infrastructure projects.

Mongolia Eastern Co. is a wholly-owned regional subsidiary of Huaneng Group, dedicated to the investment, production, operation and sales of power, heat, coal, water, railway transportation, and coal chemical industries.

As of 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). Huaneng Group is a connected person of the Company, Xi’an Institute, New Energy Co., Northern Co. and Mongolia Eastern Co., all being the controlling subsidiaries of Huaneng Group are associates of connected persons according to the Hong Kong Listing Rules. According to the relevant provisions of the Hong Kong Listing Rules, the Capital Increase constitutes a connected transaction of the Company, and are subject to the relevant disclosure and/or independent shareholders’ approval requirements under the Hong Kong Listing Rules.

As of the date of this announcement, the connected relationship between the Company, Huaneng Group, Xi’an Institute, New Energy Co., Northern Co. and Mongolia Eastern Co., is illustrated as follows:

The Capital Increase was approved at the meeting of the board of Directors of the Company held on 22 June 2021. The Company entered into the Capital Increase Agreement on 22 June 2021 with Huaneng Group, Xi’an Institute, New Energy Co., Northern Co., Mongolia Eastern Co. and Clean Energy Energy. Major terms of the Capital Increase Agreement are as follows:

The Company will use its own funds to pay to Clean Energy Institute for the consideration of the newly increased capital contribution.

Clean Energy Institute was established in April 2010. The current shareholding ratio of Clean Energy Institute is: Huaneng Group holds 40%, Xi’an Institute holds 30%, and New Energy Co. holds 30%. The following is the relevant financial information as of 31 December 2018, 2019 and 2020 prepared by Clean Energy Institute in accordance with Chinese Accounting Standards (among which, Beijing Zhongzheng Tiantong Certified Public Accountants (Special General Partnership), which is qualified to engage in securities and futures business, audited the financial statement of Clean Energy Institute as of 31 December 2018 and issued the “Audit Report of Zhongzheng Tiantong (2019) Shen Zi No. 0201045; Zhongshen Asia-Pacific Certified Public Accountants (Special General Partnership), which is qualified to engage in securities and futures business, audited the financial statements of Clean Energy Institute as of 31 December 2019 and 31 December 2020 and issued the “Audit Report of Zhongshen Yatai Zi (2020) 010033 and Zhongshen Yatai Zi (2021) 010119, respectively):

The Company will invest no more than RMB389,616,900, Huaneng Group will invest RMB354,118,500, New Energy Co. will invest RMB5,194,900, Northern Co. will invest RMB181,821,200, Mongolia Eastern Co. will invest RMB181,821,200, and Xi’an Institute will not participate in this capital increase. After the completion of this Transaction, Huaneng Group will hold 33% of shareholding interest in Clean Energy Institute, Xi’an Institute will hold 4.3% of shareholding interest in Clean Energy Institute, New Energy Co. will hold 4.7% of shareholding interest in Clean Energy Institute, and the Company will hold 30% of shareholding interest in Clean Energy Institute, Northern Co. will hold 14% of shareholding interest in Clean Energy Institute, and Mongolia Eastern Co. will hold 14% of shareholding interest in Clean Energy Institute.

The proposal of carbon peak and carbon neutrality targets basically defines the carbon emission reduction path of the PRC in the next 40 years. Domestic coal power will reach its peak scale between 2020 to 2025, and the energy transformation will accelerate. The Company is transforming to green and clean energy, and it is imperative to achieve carbon peak and carbon neutrality as soon as possible. Clean Energy Institute is a platform for technology research and development, technical service and experimental exchanges, and also a platform for achievements transformation in the new energy field of Huaneng Group. It is committed to the research of smart energy and clean energy technology and has solutions for the full life cycle of new energy. Its technology in terms of the capture, utilization and storage of carbon dioxide, integrated removal of pollutants and coal gasification, etc. is at the world or domestic leading level. It has a relatively enriched technical accumulation in smart micro-grid, smart heating, green energy use, peak and frequency modulation, system optimization and energy storage, etc.. It has cutting-edge research and engineering verification in the fields of energy big data analysis and utilization, new power generation materials such as perovskite, hydrogen energy, biomass energy and geothermal energy, which are in line with the energy development trend and the transformation and development direction of the Company.

During the “14th Five-Year Plan” period, and against the background of green transformation and development, this Transaction is an actual implementation by the Company to accelerate the leapfrog development of new energy and increase technological innovation to lead high-quality development. After the completion of this Transaction, the Company can leverage on the advantages of Clean Energy Institute in scientific and technological research and development to improve its research and development and application capabilities in key core technologies such as clean and efficient development and utilization of coal and new energy, and improve the core competitiveness of the Company.

After the completion of the Capital Increase, the Company will not consolidate the financial statements of Clean Energy Institute. The Capital increase will not have a significant impact on the Company’s financial status, and there will be no circumstances that harm 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.

The Capital Increase was considered and approved at the 13th meeting of the tenth session of the Board of the Company on 22 June 2021. 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 Transaction. The resolution was voted by Directors who are not related to the Transaction.

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
23 June 2021

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.

RESOLUTIONS PASSED AT 2020 ANNUAL GENERAL MEETING AND

2020 FINAL DIVIDEND

The Board is pleased to announce that all resolutions set out in the Notice were duly passed by the shareholders at the AGM held on 22 June 2021.

Reference is made to the notice of 2020 annual general meeting (the “AGM” or the “Meeting”) of Huaneng Power International, Inc. (the “Company”) dated 7 May 2021 and the supplemental notice of the AGM of the Company dated 29 May 2021 (collectively, the “Notice”). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those used in the Notice.

The Board is pleased to announce that the AGM was held at the Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC at 9:00 a.m. on 22 June 2021 and the resolutions set out in the Notice were duly passed by poll by the attending Shareholders and authorised proxies carrying voting rights.

The convening of the Meeting was in compliance with the Company Law of the PRC, the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and relevant provisions of the Articles of Association of the Company. The Meeting was convened by the board of directors of the Company. Mr. Zhao Keyu (Chairman) presided over the Meeting as the chairman of the Meeting.

9 out of 15 directors of the Company attended the Meeting. Wang Kui (Director), Lu Fei (Director), Teng Yu (Director), Mi Dabin (Director), Cheng Heng (Director) and Liu Jizhen (independent non- executive Director) were unable to attend the Meeting due to other work reasons; 2 out of 6 of the Supervisors of the Company attended the Meeting; Li Shuqing (Chairman of the Supervisory Committee), Mu Xuan (Vice Chairman of the Supervisory Committee), Ye Cai (Supervisor) and Gu Jianguo (Supervisor) were unable to attend the Meeting due to other work reasons. The Company Secretary Huang Chaoquan and other relevant senior management of the Company attended the Meeting.

ATTENDANCE AT THE AGM

As at the record date (i.e. 22 June 2021), there were totally 15,698,093,359 shares of the Company entitled to attend the AGM to vote for or against the resolutions tabled thereat. Details of the shareholders and their proxies who attended the AGM which are set out below:

According to the Hong Kong Listing Rules, no shareholder was required to abstain from voting in connection with the proposals considered at the Meeting. The Company was not aware of any parties indicating their intention to vote against any of the resolutions proposed at the Meeting. None of our shareholders was entitled to attend and abstain from voting in favour as set out in Rule 13.40 of the Hong Kong Listing Rules.