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-__________.)
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.
2020 Interim Results Announcement
INTERIM RESULTS
The Board of Directors of Huaneng Power International, Inc. (the “Company”) announces the unaudited operating results for the six months ended 30 June
2020 and a comparison with the operating results for the same period of last year. For the six months ended 30 June 2020, the Company and its subsidiaries recorded consolidated operating revenue of RMB79.127 billion, representing a decrease of
5.35% compared to the same period of last year. The net profit attributable to equity holders of the Company was RMB5.441 billion, representing an increase of 58.10% compared to the same period of last year. The earnings per share was RMB0.30. The
net asset (excluding equity interests attributable to minority shareholders) per share was RMB5.46.
Please refer to the unaudited financial information below for details of the operating results.
BUSINESS REVIEW FOR THE FIRST HALF OF THE YEAR
In the first half of the year, the Company firmly focused on the production and operation, reform and development as well as the annual work plan, made
every effort to cope with the outbreak of COVID-19 epidemic, actively promoted the resumption of work and production, seized the market opportunities, implemented each project, thus achieved the major production and operating performance targets,
laying a solid foundation for the comprehensive and high-quality completion of the goals and tasks of the year.
In the first half of the year, the Company’s total power generation by the power plants within China on consolidated basis
amounted to 179.650 billion kWh, representing a decrease of 8.05% over the same period last year. Total electricity sold by the Company amounted to 172.125 billion kWh, representing a decrease of 6.98% over the same period last year. The
utilisation hours reached 1,718 hours, representing a decrease of 182 hours over the same period last year.
The decrease in the Company’s power generation was mainly attributable to: 1. affected by the epidemic in the first quarter, the
national economic growth slowed down, and the Company’s power generation decreased significantly year-on-year; 2. since the second quarter, the domestic epidemic situation has been effectively controlled, and the progress of resumption of
production in various industries has accelerated. The Company seized the opportunity to actively strive for planned power, and at the same time strengthened power supervision, reduced unit backup, and increased effective generation, realizing a
positive year-on-year growth of the Company’s power generation in the second quarter, and narrowing the decline in power in the first quarter.
In the first half of the year, due to COVID-19 outbreak, safety inspection, shortage of hydro-power generation and other factors,
the price pivot has generally moved downward despite the significant fluctuation in the coal prices. In the first half of the year, the CCI5500 index which reflected the price level of thermal coal at ports around the Bohai Rim region averaged at
RMB540/tonne, representing a decrease of RMB70/tonne compared to the same period last year. The Company scientifically researched and judged the market trend, flexibly adjusted its procurement strategy and played a supplementary supply role for
imported coal, resulting in an overall stable coal supply and a significant decrease in the unit price of standard coal purchase compared to the same period last year. The unit fuel cost of the Company’s domestic power plants throughout the year
incurred for sales of power was RMB206.51/MWh, representing a decrease of 7.73% compared to the same period last year.
In the first half of the year, the Company made steady progress in implementing the three-year action plan for safety production
special rectification, wastewater treatment in key areas and closure of coal plants, which resulted in the continuous improvement of the safety, economic and environmental protection operation of power generation units and continuing to maintain
the Company’s leading position in the industry in terms of pollutant emission concentration and energy-consumption index. The average emissions of sulfur dioxide, nitrogen oxides and soot from thermal generating units were all superior to the
ultra-low emission standard.
In the first half of the year, the Company proceeded smoothly in the construction of power generation projects. The capacity of
the commissioned units was 1,438.42 MW, including gas turbine generation units with a capacity of 472.52 MW, wind generation units with a capacity of 480 MW and photovoltaic generation units with a capacity of 485.9 MW. In the meantime, some of the
power plants invested or controlled by the Company underwent changes in capacity. As of 30 June 2020, the Company had a controlled generation capacity of 108,111 MW and an equity-based generation capacity of 94,878 MW. The proportion of the
installed capacity of clean energy sources (gas turbine, hydro, wind, photovoltaic and biomass power generation) reached 18.16%.
In the first half of the year, the accumulated power generation of Tuas Power Ltd. (“Tuas Power”), a wholly-owned subsidiary of
the Company in Singapore, accounted for a market share of 21.5%, representing an increase of 1.0 percentage point compared to the same period last year. The sales revenue was RMB5.633 billion, representing a decrease of 11.84% compared with RMB6.39
billion of the same period last year. The net profit attributable to the equity holders of the Company from its operations in Singapore was RMB25 million.
The Sahiwal 2×660MW coal-fired power plant project in Pakistan is one of the projects which was given priority for implementation
under the framework of the China-Pakistan Economic Corridor Energy Project Implementation Agreement. It is the first large-scale coal-fired power plant put into operation in the China-Pakistan Economic Corridor. It greatly eased the power shortage
in Pakistan. In the first half of the year, the Pakistan project recorded profit before tax of RMB347 million.
PROSPECT FOR THE SECOND HALF OF 2020
Currently, China’s economy has shown a momentum of recovery growth and gradually returned to stability, which fully demonstrate the strong resilience
and ample room for manoeuvers of Chinese economy. Meanwhile, with the spread of the epidemic globally and the increasing complexity of the international situation, it has a greater impact on Chinese economic and social development and brings
uncertainty to the growth of electricity generation and consumption. In the second half of the year, the Company will follow the general principle of making progress while maintaining stability, adhere to the new development idea and promote better
coordination in epidemic prevention and control as well as economic and social development. The Company will adhere closely to the general direction of supply-side structural reform as the main line, strive to deepen reform and opening-up, firmly
grasp the strategic base of expanding domestic demands, promote the high quality economic development and maintain overall social stability, making every efforts to achieve this year’s economic and social development goals and tasks. Based on the
work in the first half of the year, the Company will continue to take various effective measures to deal with various risk challenges and complete work tasks of the whole year in relation to risk prevention and control, quality and efficiency
improvement, green development, technological innovation, deepening reform, corporate culture construction, etc.
In terms of the power market, the national electricity reform will be accelerated, the general industrial and
commercial electricity prices will be fully opened up, the responsibility for renewable energy consumption will be implemented, and the promotion of spot pilot projects will be accelerated in the second half of the year. The Company will continue
to adapt to the changes in the market and anticipate the dynamics of the reforms in national economy and power market system, actively participate in the construction of power market in China and the places where the Company operated, timely adjust
the operation strategies and exert its own advantages to consolidate and expand the market shares. Meanwhile, the Company will uplift the capability of responding to the market and manage market risks, and strengthen the Company’s core
competitiveness.
In terms of the coal market, on the demand side, the resilience of hydro-power output increased, the
installation of new energy continued to grow rapidly, and thermal power generation further squeezed by clean energy generation, resulting in certain suppression on the demand for thermal coal. On the supply side, driven by the policy of increasing
production and supply from relevant national ministries and commissions, coal production organizations were strengthened in various regions and supply would remain steady growth. In addition, environmental protection and safety production standards
of domestic coal mines have been greatly improved, and the impact of various inspections on the normal production of coal mines has gradually weakened, and the domestic coal supply would be in a relatively sufficient state. In general, the coal
market will maintain a balance between supply and demand in the second half of the year, and the thermal coal price are expected to remain relatively stable with a narrow range of fluctuation. The Company will continue to intensify its efforts to
develop new resources, and will strive for railway capacity support for transportation. We will also strive to ensure the performance of the long-term cooperation contracts and full delivery of coal supplies and onsite procurement thereunder,
optimize imported coal and firmly control the fuel procurement cost.
In terms of the capital market, in the first half of the year, in response to the epidemic, the Central Bank
comprehensively adopted a variety of monetary policy tools, stepped up counter-cyclical adjustment, lowered interest rates in the financial market, and the capital market was generally loose. The current economic situation is still severe and
complex, with great instability and uncertainty. In the second half of the year, the monetary policy will be more flexible, moderate and precise, maintaining the rational growth of money supply and social financing scale, and reducing the
comprehensive financing cost significantly. The Company expects that the capital market will continue to maintain a “moderately loose”, and will pay close attention to the capital market, actively manage and prevent risks and reduce capital costs.
In the second half of the year, the Company will hold on to the safety bottom line, focus on preventing fatal and equipment accidents, so as to ensure
the safety of infrastructure, production, flood control, and epidemic prevention; go all out to achieve the annual operating tasks, focus on improving quality and efficiency, and continue to reduce financial costs, emphasize improving quality and
efficiency of the equity participating enterprises, focus on enhancing the operating performance of Tuas Power, and strive to achieve the annual goal of “resolving stagnant enterprises and enterprises with difficulties”; do its best to push forward
transformation development, promote the construction of regional renewable energy, and emphasize the Company’s “Fourteen Five-Year” development planning; do its best to push forward technological innovation, making a greater breakthroughs for some
key and difficult science and technical projects and increase the research and development investment; do its best to deepen internal reform and continuously improve the corporate governance system; do its best to develop corporate culture, and
continue to bring long-term, stable and increasing returns to the shareholders of the Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Prepared under International Financial Reporting Standards (“IFRS”))
General
Based on preliminary statistics of the Company, for the second quarter of 2020, the Company’s total power generation by power plants within China on
consolidated basis amounted to 94.949 billion kWh, representing an increase of 3.73% over the same period last year. Total electricity sold by the Company amounted to 91.473 billion kWh, representing an increase of 5.41% over the same period last
year. For the first half of 2020, the Company’s total power generation by the power plants within China on consolidated basis amounted to 179.650 billion kWh, representing a decrease of 8.05% over the same period last year. Total electricity sold
by the Company amounted to 172.125 billion kWh, representing a decrease of 6.98% over the same period last year. For the first half of 2020, the Company’s average on-grid electricity settlement price for its power plants within China amounted to
RMB416.65 per MWh, representing a decrease of 0.68% over the same period last year. For the first half of 2020, the Company’s market based electricity sold amounted to 84.06 billion kwh, with a ratio of 49.89% comparing to the corresponding total
electricity sold, representing an increase of 2.84 percentage points over the same period last year.
The decrease in the Company’s power generation was mainly attributable to:
The power generations (in billion kWh) of the Company, by regions, are listed below:
For the first half of 2020, the power generation of Tuas Power Limited in Singapore, which is wholly-owned by the Company, accounted for a market share
of 21.6% in Singapore, representing an increase of 1.6 percentage point compared to the same period of last year. The accumulated power generation for the first half year accounted for a market share of 21.5%, representing an increase of 1.0
percentage point compared to the same period of last year.
For the first half of 2020, the net profit attributable to equity holders of the Company was RMB5.441 billion, representing an increase of 58.10% over
RMB3.442 billion for the same period last year. The net profit attributable to equity holders of the Company from domestic operations was RMB5.281 billion, representing an increase of 48.89%over the same period last year. The increase was primarily
attributable to decline in fuel prices. The net profit attributable to equity holders of the Company from its operations in Singapore was RMB25million. The net profit attributable to equity holders of the Company from its operations in Pakistan was
RMB135 million.
Operating revenue mainly consists of revenue from electricity sold. For the first half of 2020, the consolidated operating
revenue of the Company and its subsidiaries amounted to RMB79.127 billion, representing a decrease of 5.35% from RMB83.603 billion for the same period last year. The operating revenue from domestic operations of the Company decreased by RMB3.350
billion over the same period of last year, while the operating revenue generated from newly acquired entities and newly operated generating units was RMB1.354 billion.
The operating revenue from the operations of the Company in Singapore decreased by RMB0.757 billion over the same period of last
year. The operating revenue from the operations of the Company in Pakistan was RMB2.148 billion.
Tax and levies on operations mainly consist of surcharges of value-added tax. According to relevant administrative regulations,
these surcharges include City Construction Tax and Education Surcharges calculated at prescribed percentages on the amounts of the value-added tax paid. For the first half of 2020, the tax and levies on operations of the Company and its
subsidiaries were RMB0.887 billion, representing a decrease of RMB37 million from RMB0.924 billion for the same period of last year.
For the first half of 2020, the total operating expenses of the Company and its subsidiaries was RMB65.812 billion, representing
a decrease of 8.85% from the same period last year. The operating expenses in domestic operations of the Company decreased by RMB4.960 billion, or 7.75%, from the same period last year, which was primarily attributable to decline of fuel price,
while the operating expenses of the newly acquired entities and newly operated untities were RMB0.641 billion.
The operating expenses from the operations in Singapore decreased by RMB1.031 billion, or 16.05%, from the same period last year.
The operating expenses from the operations in Pakistan was RMB1.393 billion.
Fuel costs account for the majority of the operating expenses for the Company and its subsidiaries. For the first half of 2020,
fuel costs of the Company and its subsidiaries decreased by 13.71 percentage point to RMB40.831 billion. The fuel costs from domestic operations of the Company and its subsidiaries decreased by RMB5.812 billion, which was primarily attributable to
the decline of fuel price. The fuel costs of the newly acquired entities and new generating units were RMB0.301 billion. Fuel costs in Singapore decreased by RMB675 million from the same period last year.
For the first half of 2020, depreciation expenses of the Company and its subsidiaries increased by RMB151 million to RMB10.843
billion from the same period last year. The depreciation expenses of domestic operations increased by RMB0.129 billion compared to the same period last year, of which the depreciation costs incurred by the newly acquired entities and new generating
units was RMB240 million. The depreciation expenses of the operations in Singapore increased by RMB21 million compared to the same time last year.
Labor costs consist of salaries to employees and contributions payable for employees’ housing funds, medical insurance, pension
and unemployment insurance, as well as training costs. For the first half of 2020, the labor costs of the Company and its subsidiaries amounted to RMB5.566 billion, representing an increase of RMB637 million from RMB4.929 billion for same period
last year.
For the first half of 2020, the maintenance expenses of the Company and its subsidiaries amounted to RMB1.647 billion,
representing a decrease of RMB48 million from RMB1.695 billion for the same period last year. The maintenance expenses of the Company’s domestic operations decreased by RMB37 million compared to the same period last year. The maintenance expenses
of operations in Singapore decreased by RMB11 million compared to the same period last year.
Other operating expenses include environmental protection expenses, land fee, insurance premiums, office expenses, amortization,
Tuas Power’s electricity power purchase costs, impairment losses, government subsidies and net losses on disposal of properties, plant and equipment. For the first half of 2020, other operating expenses of the Company and its subsidiaries was
RMB6.925 billion, representing a decrease of RMB644 million from RMB7.569 billion for the same period last year. The other operating expenses from the Company’s domestic operations increased by RMB126 million. Other operating expenses of the newly
acquired entities and new generating units were RMB39 million. Other operating expenses of the operations in Singapore decreased by RMB368 million compared to the same period last year. Other operating expenses of the operations in Pakistan was
RMB1.384 billion, representing a decrease of RMB402 million compared to the same period last year..
The consolidated net financial expenses of the Company and its subsidiaries for the first half of 2020 amounted to RMB4.934
billion, representing a decrease of RMB0.689 billion from RMB5.623 billion for the same period last year, which is mainly due to the decrease of borrowings. The financial expenses of domestic operations decreased by RMB0.542 billion, of which
RMB0.166 billion is attributable to newly operated generating units. The financial expenses of the Company’s operations in Singapore decreased by RMB89 million. The financial expenses of the Company’s operations in Pakistan was RMB431 million.
The share of profits less losses of associates and joint ventures of the Company and its subsidiaries for the first half of 2020
was RMB1.049 billion, representing an increase of RMB310 million from RMB739 million for the same period last year. This was mainly attributable to increased profits of the associates and joint ventures of the Company, including Shenzhen Energy.
For the first half of 2020, the Company and its subsidiaries registered consolidated income tax expenses of RMB1.895 billion,
representing an increase of RMB0.548 billion from RMB1.347 billion for the same period last year. The income tax expenses for the domestic operations increased by RMB0.490 billion over the same period last year mainly due to the increased
profitability of domestic operations during the period.
The net profit attributable to equity holders of the Company for the first half of 2020 amounted to RMB5.441 billion,
representing an increase of 58.10% over RMB3.442 billion for the same period last year. The net profit attributable to equity holders of the Company from its domestic operations was RMB5.281 billion, representing an increase of 48.89% over the same
period last year. The increase is mainly due to decline in fuel prices. The net profit attributable to equity holders of the Company from its operations in Singapore was RMB25 million. The net profit attributable to equity holders of the Company
from its operations in Pakistan was RMB135 million
As of June 30, 2020, consolidated total assets of the Company and its subsidiaries were RMB439.352 billion, representing an
increase of 2.59% from RMB428.250 billion as of December 31, 2019. Total liabilities amounted to RMB289.324 billion, representing a decrease of 2.87% from RMB297.871 billion as at the end of 2019. The gearing ratio was 65.85%.
Calculation formula of the financial ratios:
Ratio of liabilities to shareholders’ equity = balance of liabilities at the end of the period/balance of shareholders’ equity
(excluding non-controlling interests) at the end of the period
Current ratio = balance of the current assets at the end of the period/balance of current liabilities at the end of the period
Quick ratio = (balance of current assets at the end of the period – net amounts of inventories at the end of the period)/balance
of current liabilities at the end of the period
Multiples of interest earned = (profit before tax + interest expenses)/interest expenditure (including capitalized interest)
The ratio of liabilities to owner’s equity decreased compared with the beginning of the year, mainly due to the increase in the
company’s owner’s equity. The current ratio and the quick ratio increased from the beginning of the year, mainly due to the decrease in short-term interest-bearing debts of the company, which led to an decrease in current liabilities. Multiples of
interest earned has increased compared to the same period of last year, mainly due to the increase in profit before tax.
As of June 30, 2020, the Company and its subsidiaries had net current liabilities of RMB70.183 billion. Based on the successful
financing history of the Company, the undrawn banking facilities available to the Company and its good credit rating, the Company believes it would be able to meet its liabilities as and when they fall due and secure the funds required for
operations.
The net cash provided by operating activities of the Company for the first half of 2020 was RMB15.836 billion, representing an
decrease of 5% over the same period last year, which mainly due to the fact that electricity generation has declined in comparison to the same period last year, and the settlement scale of bills has increased this year, which results in a decrease
of cash received from product selling and labor services by 10 percent.
Net cash used in investing activities of the Company was RMB15.845 billion, representing An increase of 58% from the same period
last year, which was mainly due to increased capital expenditure on renewable energy projects.
The financing activities of the Company were principally debt financings. For the first half of 2020, the Company drew down new
loans of RMB85.075 billion, issued super short-term notes of RMB8 billion and long-term bonds of RMB4.218 billion, and repaid loans of RMB90.971 billion, super short-term bonds of RMB15 billion and long-term bonds of RMB0 billion upon maturity.
As of 30 June 2020, cash and cash equivalents of the Company and its subsidiaries denominated in RMB and Singapore dollar, U.S.
dollar, Japanese Yen and Pakistan Pupee, each of which is measured at RMB equivalent, were RMB12.709 billion, RMB1.594 billion, RMB0.130 billion, RMB0.3279 million and RMB0.475 billion, respectively.
The capital expenditure for construction and renovation projects of the Company for the first half of 2020 was RMB14.328 billion,
including RMB1.649 billion for Liaoning Clean Energy, RMB1.349 billion for Puyang Clean Energy, RMB1.146 billion for Shengdong Rudong Offshore Wind, RMB1.092 billion for Shanxi Integrated Energy, RMB844 million for Pinghu Offshore Wind, RMB760
million for Mengcheng Wind, RMB629 million for Guanyun Clean Energy, RMB562 million for Ruijin Power, RMB452 million for Sheyang New Energy, RMB418 million for Shandong Power Generation, RMB398 million Jiangyin Turbine Engine, RMB389 million for
Jilin Power Generation, RMB360 million for Anyang Energy, RMB312 million for Sihong New Energy, RMB254 million for Heilongjiang Power Generation, RMB205 million for Guigang Clean Energy, RMB196 million for Dongguan Turbine Engine and Co-generation,
RMB194 million for Lianping Wind Power, RMB187 million for Dalian Thermal Power, RMB165 million for Guanling New Energy, RMB162 million for Diandong Energy, RMB159 million for Xayi Wind Power, RMB142 million for Shidongkou First Plant, and RMB133
million for Diandong Yuwang. The infrastructure and renovation expenditure of other units was RMB2.172 billion.
The above capital expenditures are sourced mainly from internal capital, cash flows provided by operating activities, and debt
financing. The Company expects to have significant capital expenditures in the next few years. During the course, the Company will make active efforts to improve project planning process on a commercially viable basis. The Company will also
actively develop new projects to pave the way for its long-term growth. The Company expects to finance the above capital expenditures through internal capital, cash flows provided by operating activities, and debt and equity financing.
The Company expects to finance its capital expenditure and acquisition costs primarily from internal capital, cash flows from
operating activities, and debt and equity financings.
Good operating results and sound credit status provide the Company with strong financing capabilities. As of June 30, 2020, the
undrawn banking facilities available to the Company and its subsidiaries amount to more than RMB316.0 billion from, among others, Bank of China, China Construction Bank and Industrial and Commercial Bank of China.
The Company issued unsecured super short-term bonds with face value of RMB2 billion, RMB2 billion, RMB2 billion and RMB2 billion
bearing annual interest rates of 1.70%, 1.50%, 1.20% and 1.20% on February 1, 2020, February 2, 2020, April 3, 2020 and May 4, 2020, respectively. Such bonds are denominated in RMB, issued at face value and mature in 90 days, 60 days,60 days and 90
days, respectively.
The Company issued two installments of corporate bonds of USD300 million each, with coupon rate of 2.25% and 2.625%,
respectively. Each installment of the bonds is issued at par value in USD with maturity in 5 and 10 years after issuance, respectively.
As of June 30, 2020, the Company and its subsidiaries had outstanding short-term loans of RMB61.515 billion (RMB67.119 billion as
of the end of 2019), of which borrowings from banks were charged at annual interest rates ranging from 0.00% to 4.92% (0.00% to 14.58% at the end of 2019).
As of June 30, 2020, the Company and its subsidiaries had outstanding short-term bonds of RMB2.003 billion (RMB9.026 billion at
the end of 2019).
As of June 30, 2020, the Company and its subsidiaries had total long-term borrowings (including long-term borrowings maturing
within one year) of RMB134.147 billion (end of 2019: RMB134.023 billion), of which RMB borrowings were RMB114.432 billion (end of 2019: RMB110.947 billion), USD borrowings were approximately $1.543 billion (end of 2019: $1.431 billion), euro
borrowings of approximately €13 million (end of 2019: €15 million), Singapore dollar borrowings of S$1.679 million (end of 2019: S$2.479 million), and Japanese yen borrowings of ¥2.317 billion (end of 2019: ¥2.372 billion). US dollar and Singapore
dollar borrowings are floating rate borrowings and all other foreign currency loans are fixed rate loans. As of June 30, 2020, the annual interest rate on long-term bank borrowings ranged from 0.75% to 6.55% (end of 2019: 0.75% to 6.82%).
The Company will maintain close watch on fluctuations of exchange rate and interest rate markets, and prudently assess currency
and interest rate risks.
In addition to meeting cash requirements from operations, constructions and acquisitions in its ordinary course, the Company,
along with due consideration of overall development of power generation industry and growth of the Company, will make efforts to control financing costs and financial risks, establish an optimal capital structure for effective financial management
activities, with the view to providing sustainable and stable returns to its shareholders.
The objective of the Company is to bring long-term, consistent and growing returns to its shareholders. In line with this
objective, the Company follows a proactive, stable and balanced dividend policy. Upon the approval from the annual general meeting of the shareholders for the year 2019 held on June 24, 2020, the Company declared a cash dividend of RMB0.135 per
ordinary share (inclusive of tax), with total dividends of approximately RMB2.119 billion. The Company has not made payment of the dividends as of June 30, 2020.
The Company acquired 25% equity interests in Shenzhen Energy Group (“Shenneng Group”) with payment of RMB2.390 billion on April
22, 2003. In 2011, Shenneng Group divided into a remainder company Shenneng Group and a new company Shenneng Energy Management Company, and the Company holds 25% equity interests in each of the two successors. The Company acquired 200 million
shares from Shenzhen Energy Corporation (“Shenzhen Energy”), a subsidiary of Shenneng Group, in December 2007. Shenzhen Energy allotted shares with its capital surplus in 2011. In February 2013, Shenzhen Energy merged Shenzhen Energy Management
Company through the combination of directional seasoned offering and cash payment to the shareholders of Shenzhen Energy Management Company. After the merger, the Company directly held 991,741,659 shares of Shenzhen Energy, representing 25.02% of
its equity interests. These investments brought a net profit attributable to the equity holders of the Company of RMB741 million for the Company for the first half of 2020 under IFRS. This investment is expected to provide steady returns to the
Company.
The Company held 60% direct equity interests in Sichuan Hydropower as of December 31, 2006. In January 2007, Huaneng Group
increased its capital investment in Sichuan Hydropower by RMB615 million, thus reducing the Company’s equity interests in Sichuan Hydropower to 49% and making Huaneng Group the controlling shareholder of Sichuan Hydropower. This investment brought
to the Company a net profit attributable to the equity holders of the Company of RMB78 million for the first half of 2020 under IFRS. This investment is expected to provide steady returns to the Company.
As of June 30, 2020, the Company and its subsidiaries had 57,415 employees. During this reporting period, there was no
significant change regarding remuneration policies and training programs of the Company.
As of June 30, 2020, the Company provided guarantees of approximately RMB12.216 billion for the long-term bank loans and
long-term bonds of Tuas Power; Huaneng Heilongjiang Power Co., Ltd., a subsidiary of the Company, provided guarantee of approximately RMB350 million, RMB866 million and RMB335 million for the long-term bank loans of its subsidiaries Huaneng Daqing
Cogeneration Co., Ltd., Daqing Lvyuan Wind Power Co., Ltd., and Huaneng Tongjing Wind Power Co., Ltd., respectively; Huaneng Daqing Cogeneration Co., Ltd., a subsidiary of the Company, provided guarantee of RMB194 million for the long-term bank
loans of its subsidiary, Huaneng Yichun Cogeneration Power Co., Ltd; Huaneng Shandong Power Generation Co., Ltd., a subsidiary of the Company, provided guarantee of RMB1.416 billion for Huaneng Shandong Ruyi (Hong Kong) Energy Co, Ltd.
As of June 30, 2020, the details of secured loans of the Company and its subsidiaries are as follows:
As of June 30, 2020, the restricted bank deposits of the Company and its subsidiaries were RMB481 million (RMB863 million at the
end of 2019).
As of June 30, 2020, the discounted or endorsed un-matured accounts receivable have a book value of RMB1.626 billion (RMB2.396
billion at the end of 2019).
As of June 30, 2020, the Company and its subsidiaries had no material contingent liability.
According to China Electricity Council’s report, Electricity growth nationwide experienced slowdown by 1.3% for the first half of
2020 and expectedly increase by 2%–3% for the whole year of 2020 due to COVID-19 outbreak. Unpredictable Climate, wind and water conditions and accelerated installation and operation of renewable energy facilities add uncertainty to the power
generation market which is under increasingly intensified competition as a result of continued market reform, liberalization of business power generation sector and enlarged trading in various provinces and regions within China. The Company will
overcome the unfavorable factors such as slowdown of power demand, further implement national policies to increase power generation capacity, make in-depth analysis of market supply and demand, proactively participate in the construction of the
spot market, strengthen market analysis and judgment, enhance marketing management, and strictly control power market risks.
In addition, Liberalization of the business power generation and consumption market will contribute to considerable growth of
market-based electricity transaction. Rapid development of the spot market has resulted in electricity prices in pilot provinces generally lower than the prices under annual agreement, with prices in certain provinces even lower than the variable
cost of power generation, the Company’s average settlement price is expected to be exposed to continued decline. The Company will closely follow the development of government policies and power market reform, strengthen communication
with central and local price authorities, actively cooperate with the government to establish reasonable, fair and regulated
market conditions, take initiatives to respond to market changes, effect timely adjustment to pricing strategies, and make efforts to prevent and control the risks affecting electricity prices.
To mitigate air pollution from emissions, the power plants of the Company have completed ultra-low-emissions renovations which are
on par with or exceed applicable national standards, but are still exposed to the risk of sporadic non-compliance with emission requirements due to breakdown of environmental protection facilities. To contain discharge of waste water and by coal
mines and ash yards, the Company has arranged renovations by investment for wastewater treatment, coal yard closure and ash yard treatment in power plants in strategically important regions, while the weakness of existing facilities in some of
these plants could subject those plants to environmental risks before completion of the renovation efforts.
The first half of 2020 witnessed significant fluctuation of coal prices due to COVID-19 outbreak, safety inspections, and shortage
of hydropower generation. The market is expected to be exposed to the following risks during the second half of the year: first, the investigation of irregularities in Inner Mongolia’s coal sector for the past 20 years would add pressure on coal
production; secondly, the increased uncertainty in international energy market, coupled with exchange rate fluctuations, would have considerable impact on the supply of imported coal; thirdly, the potential widespread recurrence of COVID-19
outbreak could affect coal supply and demand. The Chinese government has implemented a series of policies to maintain supply and stabilize prices, which would help to manage supply risk and control prices. Coal supply during the second half of 2020
is expected to be generally stable with slight price change. The Company will closely monitor changes in policies and domestic and international coal markets, strengthen cooperation with competitive large mines to ensure strict compliance with long
term contracts; continue to explore new coal supply channels and carry out spot bidding in procurement; strengthen inventory management
with reinforced and efficient storage in off-peak season, intensify mixed use of economic coal, and make various efforts to reduce
fuel procurement costs.
In terms of RMB debt, in the first half of the year, in response to the epidemic, the People’s Bank of China comprehensively
adopted a variety of monetary policy tools, stepped up counter-cyclical adjustment, lowered interest rates in the financial market, and the capital market was generally loose in order to cope with the epidemic. The current economic situation is
still severe and complex, with great instability and uncertainty. In the second half of the year, the monetary policy of the People’s Bank of China will be more flexible, moderate and precise, maintaining the rational growth of money supply and
social financing scale, and reducing the comprehensive financing cost significantly. The Company expects that the capital market will continue to maintain a “moderately loose”. Regarding foreign currency debt, the global COVID-19 outbreak is not
under effective control, The interest rates of major currencies such as the US dollar are expected to decline slightly during the second half of 2020. The fluctuation of interest rates of foreign currency debts, which account for an insignificant
proportion of our total debts, will have limited impact on the Company. The Company will pay close attention to changes in the domestic and overseas capital markets. While ensuring meeting funding requirements, the Company will focus on controlling
financing costs by making timely adjustment to financing strategy, maintaining reasonably selected financing portfolios, and reducing the risk of interest rate fluctuations.
SHARE CAPITAL STRUCTURE
As at 30 June 2020, total issued share capital of the Company amounted to 15,698,093,359 shares, of which 10,997,709,919 shares were domestic shares,
representing 70.06% of the total issued share capital of the Company, and 4,700,383,440 shares were foreign shares, representing 29.94%of the total issued share capital of the Company. In respect of foreign shares, Huaneng Group through its
wholly-owned subsidiaries China Hua Neng Group Hong Kong Limited and China Huaneng Group Treasury Management (Hong Kong) Limited, held 472,000,000 and 131,956,000 shares, representing 3.01% and 0.84% of the total issued share capital of the
Company, respectively. In respect of domestic shares, Huaneng International Power Development Corporation (“HIPDC”) owned a total of 5,066,662,118 shares, representing 32.28%of the total issued share capital of the Company, while Huaneng Group held
1,555,124,549 shares, representing 9.91% of the total issued share capital of the Company. Through its controlling subsidiary China Huaneng Finance Corporation Limited, Huaneng Group held 61,194,199 shares, representing 0.39% of the total issued
share capital of the Company. Other domestic shareholders held a total of 4,314,729,053 shares, representing 27.49% of the total issued share capital.
PURCHASE, SALE OR REDEMPTION OF SHARES
The Company and its subsidiaries did not sell any other types of securities and did not purchase or redeem its own shares or other securities in the
first half of 2020.
SHAREHOLDINGS OF MAJOR SHAREHOLDERS
The following table summarises the shareholdings of the top ten shareholders of the Company’s shares as at 30 June 2020:
DIRECTORS’ AND SUPERVISORS’ RIGHT TO PURCHASE SHARES
The Company has adopted a code with the standard not lower than that of the Model Code for Securities Transactions by Directors of Listed Issuers as
set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Listing Rules”). Following enquiries made by the Company, all Directors and Supervisors confirmed that they have complied with the
Code throughout the first half of 2020.
As at 30 June 2020, none of the directors, chief executive officer or supervisors of the Company had any interest or short position in the shares,
underlying shares and/or debentures (as the case may be) of the Company or any of its associated corporations (within the definition of Part XV of the Securities and Futures Ordinance (“SFO”) which was required to be notified to the Company and the
Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”) pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest and short position which any such Director, chief executive officer or Supervisor is taken or deemed to have
under such provisions of the SFO) or which was required to be entered in the register required to be kept by the Company pursuant to Section 352 of the SFO or which was otherwise required to be notified to the Company and the Hong Kong Stock
Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as contained in Appendix 10 to the Listing Rules.
PUBLIC FLOAT
As at the date of this announcement, the Company has maintained the prescribed public float under the Listing Rules and as agreed with the Hong Kong
Stock Exchange, based on the information that is publicly available to the Company and within the knowledge of the directors of the Company.
DIVIDENDS
It was resolved by the Board not to distribute dividends for the first half of 2020.
DISCLOSURE OF MATERIAL EVENTS
The “Proposal on the Election of the Chairman of the Board of Directors and Chairman of the Strategy Committee of the Company and
the Appointment of the Honorary Chairman” was considered and unanimously passed at the 26th meeting of the ninth session of the Board of Directors of the Company convened on 5 March 2020, whereby the election of Mr. Zhao Keyu as the Chairman of the
ninth session of the Board of Directors and the chairman of the Strategy Committee of the Company was approved. Mr. Shu Yinbiao resigned as the Chairman and Director of the Company due to work requirements. In view of the significant contributions
made by Mr. Shu Yinbiao to the Company during his term as the Chairman of the Company, the Board of Directors decided to appoint Mr. Shu Yinbiao as the honorary chairman of the Company.
The Company held the annual general meeting, the meeting of the Supervisory Committee and the Board meeting on 16 June 2020,
respectively, to complete the election on change of session of each of the Board of Directors and the Supervisory Committee.
Members of the new session of the Board of Directors of the Company are as follows: Zhao Keyu (Chariman), Zhao Ping, Huang Jian,
Wang Kui, Lu Fei, Teng Yu, Mi Dabin, Cheng Heng, Guo Hongbo, Lin Chong, Xu Mengzhou (Independent Director), Liu Jizhen (Independent Director), Xu Haifeng (Independent Director), Zhang Xianzhi (Independent Director) and Xia Qing (Independent
Director).
Members of the new session of the Supervisory Committee of the Company are as follows: Li Shuqing (Chairman of the Supervisory
Committee), Mu Xuan (Vice Chairman of the Supervisory Committee), Ye Cai, Gu Jianguo, Zhang Xiaojun and Xu Jianping.
The Company has reviewed and approved the Proposal on Appointment of the President of the Company at the 26th meeting of the
ninth session of the Board of Directors held on 5 March 2020, and agreed to appoint Mr. Zhao Ping as the President of the Company. Mr. Zhao Keyu resigned as president of the Company.
CORPORATE GOVERNANCE
The Company always places emphasis on corporate governance. After years of experience and practice, the Company has gradually formed a standardised and
enhanced governance structure, thereby establishing a sound and effective system that is appropriate to the Company’s own development requirements. The Company persists on maximising the benefits of the Company and its shareholders as a whole,
treating all of its shareholders fairly and striving for the long-term, stable and increasing returns for shareholders of the Company.
During the reporting period, the Company has complied with the relevant provisions of Corporate Governance Code and Corporate Governance Report set out
in Appendix 14 of the Listing Rules.
In recent years, the Company adopted the following measures in order to strengthen corporate governance and enhance the Company’s
operation quality:
In addition to complying with the provisions of the applicable laws, as a public company listed in three markets both domestically
and internationally, the Company is subject to the regulations of the securities regulatory authorities of the three listing places and the supervision of investors
at-large. Accordingly, our fundamental principles are to adopt a corporate governance structure that balances and coordinates the
decision-making powers, supervisory powers and operating powers, to act with honesty and integrity, and to operate in accordance with laws and regulations.
Over the years, the Board has formulated and implemented the Rules and Procedures of the General Meetings; Rules and Procedures of
the Board of Directors Meetings; the Rules and Procedures of the Supervisory Committee Meetings; the Detailed Rules on the Work of the General Manager; the Detailed Rules on the Work of the Strategy Committee of the Board of Directors; the Detailed
Rules on the Work of the Audit Committee of the Board of Directors; the Detailed Rules on the Work of the Nomination Committee of the Board of Directors; the Detailed Rules on the Work of the Remuneration and Appraisal Committee of the Board of
Directors; the System on Work of Independent Directors, the System on Work of Independent Directors on the Annual Report and the Work Regulations on Annual Report for the Audit Committee, and amended relevant regulations and systems according to
the applicable laws and the development needs of the Company.
The Board of Directors of the Company always regards the enhancement of corporate governance and the regulation of the three
meetings as its own responsibility, continuously strengthens its own construction, and operates in compliance with laws and regulations, laying a solid foundation for the Company’s sustained and healthy development. In 2020, the Board of Directors
of the Company has continuously led the Company to adhere to strategic leadership, enhanced development planning. In line with the Company’s strategic goals of “Six New Enhancements” and “Two Greater Breakthroughs”, the Company thoroughly
implemented the new development concept and implemented the new energy safety strategy of “Four Reforms, One Cooperation” to deepen the supply-side structural reform and conduct the three critical battles, to achieve new improvements in green
development, operational excellence, technological innovation, international operations, intrinsic safety, and the quality of party-building works, and make major breakthroughs in structural adjustments and the work of “resolving stagnant
enterprises and enterprises with difficulties” thus to accelerate the pace of establishing a world-class listed power company with global competitiveness. At the same time, the Company will strictly abide by the
“Guidelines for the Governance of Listed Companies”, with the fundamental aim of maximizing the interests of shareholders, treat
all shareholders fairly, maintain a positive, balanced and stable dividend policy, and manage well the relationship between its long-term development of the Company and the short-term benefits of its investors.
All members of the Board jointly perform the duty of corporate governance. During the reporting period, the Board has included the
followings in its scope of duties and authority:
The Company stresses on the importance of external information disclosure. The Company has established the Information Disclosure
Committee which comprises the secretary to the Board of Directors, the chief accountant, managers of each functional department to be responsible for reviewing the Company’s regular reports. The Company has implemented the system of holding regular
information disclosure meetings every Monday chaired by the secretary to the Board of Directors who will report on the Company’s important matters of the week, thereby ensuring the Company’s performance
of the relevant information disclosure obligations. The Company has successively formulated and implemented the relevant
information disclosure system, and has made timely amendments thereto according to regulatory requirements. The current functioning systems include the Measures on Information Disclosure Management, the Measures on Related Transaction Management,
Management Measures on Insiders, the Measures on Investor Relations Management, the Detailed Rules on the Work of the Information Disclosure Committee, Management Measures for Pursuing Responsibility regarding Material Errors in Information
Disclosure of Annual Report, etc. The above measures and system ensure the regulated operation of the Company, strengthen the truthfulness, accuracy, completeness and the timely disclosure of information, and at the same time enhance the quality as
well as transparency of the information disclosure.
Relevant departments of the Company compiled answers (and subsequent updates) to questions regarding the hot topics of market
concerns, and the Company’s production, operation and operating results in a timely manner. The replies shall become the basis of external communication upon the approval of the Company’s management and the authorised representatives of the
Information Disclosure Committee. In addition, the Company engages professional personnel to conduct specialized training for the staff of the Company who are responsible for information disclosure on an irregular basis in order to continuously
enhance their expertise.
In 2020, the Company adheres to its principle of good faith and fair treatment to its shareholders and makes a lot of detailed
work in preparing the financial reports and connected practice standard and on aspect of internal controls. The credibility of a listed company, to a large extent, relates to the quality of the preparation of financial statements and a regulated
operation of financial activities. In order to regulate its financial management, the Company has completed a large amount of specific and detailed work, including:
Exchange”) for confirmation that there has not been any violation of rules relating to the use of funds. Moreover, the Company
also conducted quarterly checking and clearing with related parties in relation to the operational fund transfers in order to ensure the safety of funds.
The Company has formulated a comprehensive system, thereby achieving systematic management. The
Company has comprehensively sort out internal and external risks and various business processes, and completed the “Internal Control Manual”, the fifth version of which in use detailed 23 business processes and organisational structures including
income, material procurement, fuel management and fund management, and 19 soft elements including human resources management, antifraud and risk management in terms of five areas including environment control, risk assessment, process control,
information and communication, and monitoring, thereby comprehensively elaborating the Company’s guiding principles and policies, work procedures and job duties of various posts, regulating the standard procedures of various business processes and
realising a streamlined system. Currently, the Company is revising the current version, and intends to publish and implement the sixth version of the “Internal Control Manual” by the end of 2020.
The Company has compiled the “Internal Control Evaluation Handbook” specifying the three-tier internal control evaluation
management system, the internal control evaluation mode comprised of routine evaluation and supervision on key area, regulating the internal control evaluation procedures, evaluation methods, defect defining procedures and standards in order to
realize standardisation of internal control evaluation. The Company conducts annual assessment on the applicability and effectiveness of the above system and regularly conducts revision and perfection in order to realise dynamic maintenance of the
internal control system.
For the purpose of risk identification, the “Internal Control Manual” stipulates the corresponding control measures and defines
key control points. Through the implementation of the “one post for one item system” at each control point, the control responsibility is divided to every post at various levels so that internal control and job responsibilities are combined and all
members of staff can participate in the construction of internal control. The Company has implemented the internal control routine evaluation mechanism, set up the post of internal control evaluators in each department and subordinate unit
respectively, conducted monthly internal control evaluation, and established a three-tier evaluation quality supervision mechanism respectively at the three levels of the Company, regional offices and basic level units by way of the internal
control management system in order to conduct real-time tracking of the implementation of internal control. During the first half of 2020, the Company has successfully completed a six-month internal control routine evaluation, thus effectively
protecting and promoting the sustained and healthy development of the businesses of the Company and realising the stable operation of the internal control system. The Company has combined the new requirements and new changes in business and
management and constantly advanced experience and common issues, and launched comprehensive and multilevel internal control training each year, and widely publicised internal control concepts and knowledge, thus continuously optimising the internal
control environment.
The internal control and management departments, internal audit department and external auditors regularly report the internal
control work situation to the Audit Committee of the Board of Directors respectively, thus ensuring the continued and effective operation of the internal control system. The Company constantly improves the internal control review system, formulated
the “Internal Control Review and Evaluation Management Regulations”, regularly conducts internal control target reviews on an annual basis, thus realizing the review results in a timely manner, effectively guiding the units at all levels to focus
on the quality of internal control work and practically realising of the deep level objective of management enhanced by internal control.
Upon full assessment, the management of the Company is of the opinion that the internal control system of the Company is sound
and effective.
As the Company is listed in three jurisdictions, the Company has strictly complied with the relevant restrictive provisions on
securities transactions by directors imposed by the regulatory authorities of the US, Hong Kong and China and we insist on the principle of complying with the strictest provision, that is, abiding by the strictest provision among three
jurisdictions. We have adopted a set of standards not less exacting than the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules as the model code for securities dealings by directors of
the Company, namely, Management Rules regarding the Company’s Securities Information and Trading. The Company has also formulated and implemented the Management Rules in respect of the Shares of the Company held by the Directors, Supervisors and
Senior Management of Huaneng Power International, Inc. The model codes for the trading of securities by the Company’s directors include: trading the Company’s shares strictly in accordance with the Companies Law and relevant regulations,
prohibiting those who are in possession of securities transaction inside information using inside information in securities trading; and setting out detailed rules for those who are in possession of inside information. Following a specific enquiry
on all the directors, supervisors and senior management of the Company, all the directors, supervisors and senior management currently do not hold any shares of the Company and there is no material contract in which the directors and senior
management directly or indirectly have material interests.
The Board of Directors of the Company comprises of 15 members. Of the members of the tenth session of the board of directors, Mr.
Zhao Keyu as the Chairman; Mr. Zhao Keyu and Mr. Zhao Ping as the Executive Directors; Mr. Huangjian, Mr. Wangkui, Mr. Lufei, Mr. Tengyu, Mr. Mi Dabin, Mr. Cheng Heng, Mr. Guo Hongbo and Mr. Lin Chong as the Non-executive Directors; and Mr. Xu
Mengzhou, Mr. Liu Jizhen, Mr. Xu Haifeng, Mr. Zhang Xianzhi and Mr. Xiaqing as the Independent Non-executive Directors of the Company.
The Board of Directors of the Company has held ten meetings during the reporting period, including regular meetings and ad hoc
meetings. For details, please see the relevant announcements.
Details of the attendance of directors at the board meetings are as follows:
As stated in the previous Corporate Governance Reports, the Company’s Articles of Association set out in detail the duties and
operational procedures of the Board (please refer to the Company’s Articles of Association for details). The Board of the Company holds regular meetings to hear the reports on the Company’s operating results and makes timely decisions. Material
decisions on operation shall be discussed and approved by the Board. Ad hoc meetings may be held if necessary. Board meetings include regular meetings and ad hoc meetings. Regular meetings of the Board include: annual meeting, first quarterly
meeting, half-yearly meeting and third quarterly meeting.
All arrangements for regular meetings have been notified to all directors at least 14 days prior to the meeting and the Company
has ensured that each director thoroughly understood the agenda of the meeting and fully expressed his/her opinions, while all Independent Non-executive Directors expressed their independent directors’ opinions on their respective duties. Minutes
have been taken for all the meetings and filed at the Office of the Board.
Moreover, the Independent Non-executive Directors of the Company have submitted their independent non-executive director
confirmation letters of 2020 according to the requirements of the Listing Rules.
The Directors considered that they have complied with the laws and regulations, and provisions of the Articles of Association,
and have actively performed the duties faithfully and diligently. Apart from regular and ad hoc meetings, the Directors read the briefs of the Company on a regular basis, the Company’s financial position and operating results and signing and
performance of material agreements. The Directors reviewed the reports, data etc. of the Company regularly to understand the situation on production operation of the Company. Through on-site investigation, the independent Directors provided
practical resolutions to the Company. All specialized committees under the Board actively carried out works and provided recommendations and policies which formed the basis of accurate policies for the Board.
During the period when the Board was not in session, the Chairman discharged part of the duties of the Board, including but not
limited to (1) to examine and approve the proposals in respect of establishing or cancelling development and construction projects; (2) to examine and approve proposals of the in relation to the appointment, removal and transfer of managers of
various departments of the Company and managers of external branches; (3) to examine and approve plans on the use of significant funds; (4) to examine and approve proposals on the establishment or cancellation of branch companies or branch organs;
and (5) to examine and approve other major issues.
The Board has summarised the implementation and execution of work during the reporting period taking into consideration of
opinions of the Supervisory Committee and the Senior Management of the Company. The Board is of the opinion that it has effectively fulfilled its duties to safeguard the interests of the Company and its shareholders.
Directors who attended the 2020 first extraordinary general meeting of the Company were Huang Jian (Director), Mi Dabin
(Director), Yue Heng (Independent Director and Chairman of the Ninth Session of the Audit Committee), Xu Mengzhou (Independent Director), Liu Jizhen (Independent Director and Chairman of the Ninth Session of the Nomination Committee) and Xu Haifeng
(Independent Director); Directors who attended the 2019 annual general meeting of the Company were Zhao Keyu (Chairman), Huang Jian (Director), Xu Mengzhou (Independent Director) and Xu Haifeng (Independent Director).
The Company shall have a Chairman and a President who shall perform their duties respectively and separately according to the
Articles of Association. During the reporting period, Mr. Shu Yinbiao resigned from the position as the Chairman of the Company due to work reason. The Board resolved to appoint Mr. Zhao Keyu to be the Chairman of the Company on 5 March 2020.
The Board resolved to appoint Mr. Zhao Ping to be the President of the Company to replace Mr. Zhao Keyu on 5 March 2020.
The division of duties of the Board and the senior management remained the same as disclosed in the previous Corporate Governance
Reports.
According to the Articles of Association, the term of office of each member of the Board of the Company shall not exceed three
years (inclusive) and the members may be eligible for re-election. However, the term of office of Independent Non-executive Directors shall not exceed six years (inclusive) according to the relevant regulations of the China Securities Regulatory
Commission.
The respective terms of office of the Non-executive Directors are as follows:
According to the relevant PRC laws and the Articles of Association, the Board has established the Remuneration and Appraisal
Committee which operates in accordance with the Detailed Rules on the Work of the Remuneration and Appraisal Committee and is mainly responsible for studying the appraisal standards of the directors and senior management personnel of the Company,
conducting appraisals and making proposals; responsible for studying and examining the remuneration policies and proposals of the directors and senior management personnel of the Company. The Remuneration and Appraisal Committee will review and
submit annual total wages to the board of directors annually. Each of the Executive Directors has signed a director’s service contract in accordance with the requirement of the Stock Exchange.
Members of the ninth session of the Remuneration and Appraisal Committee of the board of directors were Mr. Zhang Xianzhi, Mr.
Guo Hongbo, Mr. Cheng Heng, Mr. Yue Heng, Mr. Liu Jizhen and Mr. Xu Haifeng, among whom Mr. Yue Heng, Mr. Liu Jizhen, Mr. Xu Haifeng and Mr. Zhang Xianzhi were Independent Non-executive Directors and Mr. Zhang Xianzhi was the chairman of the
committee.
Members of the tenth session of the Remuneration and Appraisal Committee of the board of directors are Mr. Xu Mengzhou, Mr. Zhao
Ping, Mr. Cheng Heng, Mr. Guo Hongbo, Mr. Liu Jizhen, Mr. Xu Haifeng and Mr. Zhang Xianzhi; among whom Mr. Xu Mengzhou, Mr. Liu Jizhen, Mr. Xu Haifeng and Mr. Zhang Xianzhi are Independent Non-executive Directors and Mr. Xu Mengzhou is the chairman
of the committee.
The Remuneration and Appraisal Committee under the Board operates in accordance with the Detailed Rules on the Work of the
Remuneration and Appraisal Committee. The Remuneration and Appraisal Committee convened the first meeting in 2020 on 30 March 2020, at which the Report of Total Wage Expenses was reviewed and the Company’s arrangement for the total wage in 2020 was
approved. In the second half of 2020, the Remuneration and Appraisal Committee will carry out the work according to the actual situation and the above Detailed Rules at appropriate time.
During the reporting period, the attendance of meetings of the Remuneration and Appraisal Committee of the Company’s Board was as
follows:
According to the relevant PRC laws and the relevant provisions of the Articles of Association, the Board has established the
Nomination Committee. Governed by the Detailed Rules on the Works of the Nomination Committee, the Committee is mainly responsible for studying the selection standards and procedures for candidates for directors and senior management personnel of
the Company according to the directors’ qualifications requirements under the Companies Law and Securities Law and the needs of the operational management of the Company, and making proposals thereon to the Board; searching for qualified candidates
for directors and suitable persons for senior management personnel on a wide basis; and examining the candidates for directors and suitable persons for senior management personnel and making proposals thereon. Currently, the nomination of the
candidates for directors of the Company is mainly made by shareholders. The nominations, after examination of the relevant qualification by the Nomination Committee, will be submitted to the Board of Directors. The President of the Company was
appointed by the Board and the candidates for the Vice President and management were nominated by the President. Such nominations, after examination of the relevant qualification by the Nomination Committee, will be submitted to the Board of
Directors.
Members of the ninth session of the Nomination Committee of the board of directors were Mr. Liu Jizhen, Mr. Mi Dabin, Mr. Lin
Chong, Mr. Yue Heng, Mr. Xu Mengzhou and Mr. Zhang Xianzhi, among whom Mr. Liu Jizhen, Mr. Yue Heng, Mr. Xu Mengzhou and Mr. Zhang Xianzhi were Independent Non-executive Directors and Mr. Liu Jizhen was the chairman of the committee.
Members of the tenth session of the Nomination Committee of the board of directors are Mr. Liu Jizhen, Mr. Zhao Keyu, Mr. Mi
Dabin, Mr. Lin Chong, Mr. Xu Mengzhou, Mr. Zhang Xianzhi and Mr. Xiaqing, among whom Mr. Liu Jizhen, Mr. Xu Mengzhou, Mr. Zhang Xianzhi and Mr. Xiaqing are Independent Non-executive Directors and Mr. Liu Jizhen is the chairman of the committee.
During the Reporting Period, the Nomination Committee held four meetings and reviewed five resolutions such as the “Proposal on
Election of Directors of the Company”, “Proposal on Appointment of Vice President of the Company”, “Proposal on Appointment of President of the Company”, “Review Report on Qualifications of Candidates for Directors of the Tenth Session of the Board
of Directors” and the “Proposal on Appointment of Vise President and Chief Engineer of the Company”.
During the reporting period, the attendance of meetings of the Remuneration and Appraisal Committee of the Company’s Board was as
follows:
Ernst & Young and Ernst & Young Hua Ming LLP are appointed as the Company’s international and domestic auditors for 2020.
According to the requirements of the regulatory authorities of the jurisdictions where the Company is listed and the relevant
provisions of the Articles of Association, the Board has established the Audit Committee. Governed by the Detailed Rules on the work of the Audit Committee, the Audit Committee is mainly responsible for assisting the Board in the supervision of:
The Company convenes four regular meetings of the Audit Committee of the Board of Directors each year, at least two of which will
be conducted with the Company’s external auditors to listen to reports on audit planning, work arrangement and audit works generally. The Board has formulated the Management Rules on Whistle-Blowing through Hotlines and Mailboxes, and, pursuant to
which the Audit Committee will be responsible for the management of the whistle-blowing hotlines and mailboxes.
Members of the Audit Committee comprises of five directors. Members of the ninth session of the Audit Committee of the board of
directors were, namely, Mr. Yue Heng, Mr. Xu Mengzhou, Mr. Liu Jizhen, Mr. Xu Haifeng and Mr. Zhang Xianzhi, among whom Mr. Yue Heng was the chairman of the committee.
Members of the tenth session of the Audit Committee of the board of directors are, namely, Mr. Zhang Xianzhi, Mr. Xu Mengzhou,
Mr. Liu Jizhen, Mr. Xu Haifeng and Mr. Xiaqing, among whom Mr. Zhang Xianzhi is the chairman of the committee.
During the reporting period, the Audit Committee has held three meetings. As per Audit Committee’s duties, the Audit Committee
has communicated separately and respectively with the Company’s counsels, external auditors, management and the relevant functional departments of the Company. With the understandings on the applicable laws and regulations of those jurisdictions in
which the shares of the Company are listed, the anti-fraud position in the Company, the recruitment of staff, the implementation and execution of internal control mechanisms, the audit work carried out by external auditors and the responsible
officers of the audit department, the Audit Committee has rendered their views and suggestions.
During the reporting period, the attendance of meetings of members of the Audit Committee was as follows:
The Directors of the Company confirm that they shall assume the relevant responsibility in relation to the preparation of the
financial statements of the Company, ensure that the preparation of the financial statements of the Company complies with the relevant laws and regulations and the applicable accounting standards and also warrant that the financial statements of
the Company will be published in a timely manner.
None of the senior management of the Company holds any shares of the Company.
For compliance with the relevant requirements of the regulations in the jurisdictions where the shares of the Company are listed
as well as the Articles of Association of the Company, the Board has established a Strategy Committee. Governed by the Detailed Rules on the Work of the Strategy Committee, the Strategy Committee is primarily responsible for:
The ninth session of the Strategy Committee of the board of directors comprises of four directors, namely, Mr. Huang Jian, Mr.
Wang Yongxiang, Mr. Liu Jizhen and Mr. Xu Haifeng, of whom Mr. Liu Jizhen and Mr. Xu Haifeng were Independent Non-executive Directors. Mr. Shu Yinbiao (Chairman) was the ad hoc chairman of the Strategy Committee.
The tenth session of the Strategy Committee of the board of directors comprises of seven directors, namely, Mr. Zhao Keyu, Mr.
Zhao Ping, Mr. Huang Jian, Mr. Wang Kui, Mr. Lufei, Mr. Liu Jizhen and Mr. Xu Haifeng, of whom Mr. Liu Jizhen and Mr. Xu Haifeng are Independent Non-executive Directors. Mr. Zhao Keyu is the chairman of the Strategy Committee.
The risk management work of the Company has been conducted in an orderly manner, which effectively controlled each risk and
successively strengthened and enhanced the Company’s internal controls and risk management system.
The Company organises its Directors and Supervisors to attend the trainings provided by regulatory authorities every year. During
the reporting period, the directors and supervisors of the Company attended training of directors and supervisors according to regulatory requirements. Mr. Huang Chaoquan, Vice President and Secretary of the Board of Directors of the Company,
participated in an online seminar on the amendments to the Mandatory Provisions for H Shares of the Hong Kong Institute of Chartered Secretaries; Mr. Zhao Keyu, Chairman of the Board of Directors of the Company, and Mr. Zhao Ping, Director and
President of the Company, participated in the 4th Session of the Online Training Series for the Chairman and President of the China Association of Listed Companies; Mr. Zhao Keyu, Chairman of the Board of Directors of the Company, Mr. Zhao Ping,
Director and President of the Company, and Mr. Huang Chaoquan, Vice President and Secretary of the Board of Directors of the Company, participated in the Special Training on Securities Law of Listed Companies in Beijing of the Listed Companies
Association of Beijing.
The Company conducts introduction by legal counsels of all three listing jurisdictions specifically to all Independent
Non-executive Directors of the Audit Committee of the Company twice a year with respect to the updated regulatory laws, the application of relevant systems to the Company and the Company’s performance of the rules and regulations in places where
the Company’s shares are listed.
The Company attaches importance to the training and continuing development of senior management. The Company organises members of
senior management to participate the training courses provided by relevant State authorities, industrial managing authorities and industrial associations.
REVIEW BY THE AUDIT COMMITTEE
The interim results of 2020 have been reviewed by the Audit Committee of the Company.
LEGAL PROCEEDINGS
As at 30 June 2020, the Company and its subsidiaries were not involved in any material litigation or arbitration and no material litigation or claim of
material importance was pending or threatened against or by the Company as far as the Company is aware.
SUPPLEMENTARY INFORMATION RELATING TO 2019 ANNUAL REPORT
Reference is made to the annual report for the year ended 31 December 2019 (the “2019 Annual Report”) published by the Company on 20 April 2020. Unless
otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the 2019 Annual Report.
In addition to the information provided in the 2019 Annual Report, the board of directors of the Company hereby provides additional information in
relation to the breakdown of the other operating expenses of the Group.
Other operating expenses
Notes:
The board of directors confirms that the additional information provided in this announcement will not affect other information set out in the 2019
Annual Report.
DOCUMENTS FOR INSPECTION
The Company will also file the interim report in Form 6-K with the US Securities and Exchange Commission. Copies of the interim report for 2020 will be
available at the following addresses and websites:
As at the date of this announcement, the directors of the Company are:
Beijing, the PRC
19 August 2020
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
AS AT 30 JUNE 2020
(Amounts expressed in thousands of RMB)
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME (UNAUDITED)
FOR THE SIX MONTHS ENDED 30 JUNE 2020
(Amounts expressed in thousands of RMB, except per share data)
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED 30 JUNE 2020
(Amounts expressed in thousands of RMB unless otherwise stated)
This unaudited interim condensed consolidated financial information (“interim financial information”) for the six months ended 30
June 2020 has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including compliance with International Accounting Standard (“IAS”) 34
“Interim Financial Reporting”. This interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2019, which have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) issued by the International Accounting Standards Board (the “IASB”). This interim financial information was approved for issuance on 18 August 2020.
The accounting policies adopted in the preparation of the interim financial information are consistent with those applied in the
preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2019, except for the adoption of the revised IFRS effective as of 1 January 2020. Details of any changes in accounting policies are set out in note
2.
The preparation of interim financial information in conformity with IAS 34 requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
This interim financial information contains condensed consolidated financial statements and selected explanatory notes. The notes
include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2019 annual financial statements. The interim condensed consolidated financial
statements and notes thereon do not include all the information required for a full set of financial statements prepared in accordance with IFRS.
The financial information relating to the financial year ended 31 December 2019 that is included in the interim financial
information as comparative information does not constitute the Company’s annual consolidated financial statements for that financial year but is derived from those financial statements. The annual consolidated financial statements for the year
ended 31 December 2019 are available from the Company’s registered office. The auditor has expressed an unqualified opinion on those financial statements in their report dated 31 March 2020.
As at and for the six months ended 30 June 2020, a portion of the Group’s funding requirements for capital expenditures was
partially satisfied by short-term financing. Consequently, as at 30 June 2020, the Group had net current liabilities of approximately Renminbi Yuan (“RMB”) 70,183 million. Taking into consideration of the Group’s undrawn available banking
facilities of approximately RMB316,031 million as at 30 June 2020, the Group expects to refinance certain of its short-term loans and bonds and also considers alternative sources of financing, where applicable and when needed. Therefore, the
directors of the Company are of the opinion that the Group will be able to meet its liabilities as they fall due within the next twelve months and accordingly, the interim financial information is prepared on a going concern basis.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with
those applied in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2019, except for the adoption of the following revised IFRS for the first time for the current period’s financial information.
The nature and impact of the revised IFRS are described below:
In the following table, revenue is disaggregated by major products and/or service lines of revenue recognition. The table also
includes a reconciliation of the disaggregated revenue with the Group’s reportable segments (Note 3(b)).
The revenue from the sale of power and heat and sale of coal and raw materials is recognised at a point in time upon the transfer
of products, whereas the revenue from port service, transportation service, maintenance service, and heating pipeline service is recognised over time during the provision of service.
Directors and certain senior management of the Company perform the function as the chief operating decision maker (collectively
referred to as the “senior management”). The senior management reviews the internal reporting of the Group in order to assess performance and allocate resources. The Company has determined the operating segments based on these reports. The
reportable segments of the Company are the PRC power segment, overseas power segment and all other segments (mainly including port and transportation operations). No operating segments have been aggregated to form a reportable segment.
Senior management assesses the performance of the operating segments based on a measure of profit before income tax expense under
China Accounting Standards for Business Enterprises (“PRC GAAP”) excluding dividend income received from other equity instrument investments, investment income from Huaneng Finance Co., Ltd. (“Huaneng Finance”) and operating results of the
centrally managed and resource allocation functions of the headquarters (“Segment results”). Other information provided, except as noted below, to the senior management of the Company is measured under PRC GAAP.
Segment assets exclude prepaid income tax, deferred income tax assets, other equity instrument investments, investment in Huaneng
Finance and assets related to the centrally managed and resource allocation functions of the headquarters that are not attributable to any operating segment (“corporate assets”). Segment liabilities exclude current income tax liabilities, deferred
income tax liabilities and liabilities related to the centrally managed and resource allocation functions of the headquarters that are not attributable to any operating segment (“corporate liabilities”). These are part of the reconciliation to
total assets and liabilities of the statement of financial position.
(Under PRC GAAP)
(Under PRC GAAP)
(Under PRC GAAP)
A reconciliation of segment results to profit before income tax expense is provided as follows:
Reportable segments’ assets are reconciled to total assets as follows:
Reportable segments’ liabilities are reconciled to total liabilities as follows:
Other material items:
Geographical information (Under IFRS):
The geographical location of customers is based on the location at which the electricity was transferred, goods were delivered and
services were provided.
The non-current asset information above is based on the locations of the assets.
The information on sales to major customers of the Group which accounted for 10% or more of external revenue is as follows:
For the six months ended 30 June 2020, the revenue from grid companies under common control of State Grid Corporation of China
within the PRC power segment in total accounted for 70% of external revenue (for the six months ended 30 June 2019: 78%). The sales to a subsidiary of State Grid Corporation of China which accounted for 10% or more of external revenue is as
follows:
Other receivables and assets comprised the following:
Accounts receivable comprised the following:
In December 2019, the Group’s subsidiary Shandong Power entered into an agreement of a single assets management plan (the “Assets
Management Plan”) with Yingda Securities Co., Ltd (“Yingda”). Under the Assets Management Plan, the Group is not exposed to default risks of the accounts receivable after the transfer. Subsequent to the transfer, the Group did not retain any rights
on the use of the accounts receivable, including the sale, transfer or pledge of the accounts receivable to any other third parties. The Assets Management Plan is in revolving structure, and Yingda is expected to purchase the accounts receivable
from Shandong Power every quarter in the next one year. According to the Assets Management Plan, the Group assessed that all of the transferred accounts receivable qualifies for derecognition. The original carrying value in aggregate of the
accounts receivable transferred and derecognised under the arrangement in 2020 that have not been settled as at 30 June 2020 was RMB1,000 million (31 December 2019: RMB1,000 million).
During the period ended 30 June 2020, the Group recognised RMB21,857 thousand loss on the date of transfer of the accounts
receivable (for the year ended 31 December 2019: RMB10,528 thousand).
Ageing analysis of accounts receivable and notes receivable was as follows:
As at 30 June 2020, the maturity period of the notes receivable ranged from 1 month to 12 months (31 December 2019: from 1 month
to 12 months).
On 24 June 2020, upon the approval from the annual general meeting of the shareholders, the Company declared 2019 final dividend
of RMB0.135 (2018 final: RMB0.10) per ordinary share, totalling approximately RMB2,119 million (2018 final: RMB1,570 million). As at 30 June 2020, the Company has not paid the dividend (30 June 2019: the Company made dividend payments of RMB1,100
million and RMB470 million was to be paid).
In 2017, the Company issued two tranches of perpetual corporate bonds with the net proceeds of approximately RMB2,500 million and
RMB2,500 million, respectively. The perpetual corporate bonds are issued at par value with initial distribution rates of 5.05% and 5.17%. The interests of the perpetual corporate bonds are recorded as distributions, which are paid annually in
arrears in September in each year and may be deferred at the discretion of the Company unless compulsory distribution payment events (e.g. distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company)
occur. The perpetual corporate bonds have no fixed maturity date and are callable at the Company’s discretion in whole in August 2020 and 2022 respectively, the payment of the principal may be deferred for each renewal period as 3 and 5 years. The
applicable distribution rate will be reset on the first call date and in each renewal period after the first call date, to the sum of the applicable benchmark interest rate, the initial spread and 300 basis points per annum.
In 2018, the Company issued three tranches of Yingda Insurance Financing Plan (the “Yingda plan”) with the aggregate proceeds of
RMB5,000 million. The Yingda plan has no fixed period with an initial distribution rate of 5.79%. The interests of the financing plan are recorded as distributions, which are paid annually in arrears in June and December in each year and may be
deferred at the discretion of the Company unless compulsory payment events (e.g. distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The Yingda plan has no fixed maturity date and are
callable at the Company’s discretion in whole at each distribution date after the 8th year of issuance, or the payment of the principal may be deferred at each distribution date aforementioned. The applicable distribution rate will be reset during
the period from the 9th to the 11th years after the issuance, the period from the 11th to the 13th years after the issuance and the 13th year onwards after the issuance, to the higher of the initial distribution rate plus 300 basis points and the
10-year treasury bond yield in the 9th year after the issuance plus 600 basis points, the higher of the initial distribution rate plus 600 basis points and the 10-year treasury bond yield in the 11th year after the issuance plus 900 basis points
and the higher of the initial distribution rate plus 900 basis points and the 10-year treasury bond yield in the 13th year after the issuance plus 1,200 basis points, respectively.
In 2019, the Company issued two tranches of China Life Financing Plan (the “China Life plan”) with the aggregate proceeds of
RMB4,330 million. The China Life plan has no fixed period with an initial distribution rate of 5.05%. The interests of the China Life plan are recorded as distributions, which are paid annually in arrears in March, June, September and December in
each year and may be deferred at the discretion of the Company unless compulsory payment events (distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The China Life plan has no fixed
maturity date and are callable at the Company’s discretion in whole at each distribution date after the 8th year of issuance, or the payment of the principal may be deferred at each distribution date aforementioned. The applicable distribution rate
will be reset during the period from the 9th year after the issuance, the basis rate plus 300 basis points, and will remain 8.05% afterwards.
In 2019, the Company issued two tranches of PICC Financing Plan (the “PICC plan”) with the aggregate proceeds of RMB2,670 million.
The PICC plan has no fixed period with an initial distribution rate of 5.10%. The interests of the PICC plan are recorded as distributions, which are paid annually in arrears in March, June, September and December in each year and may be deferred
at the discretion of the Company unless compulsory payment events (distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occurred. The PICC plan has no fixed maturity date and are callable at
the Company’s discretion in whole at each distribution date after the 10th year of issuance, or the payment of the principal may be deferred at each distribution date aforementioned. The applicable distribution rate will be reset during the period
from the 11th year after the issuance, the basis rate plus 300 basis points, and will remain 8.10% afterwards.
In October 2019, the Company issued two tranches of medium-term notes with the net proceeds of approximately RMB2,000 million and
RMB2,000 million, respectively. The medium-term notes are issued at par value with initial distribution rates of 4.08% and 4.05%. The interests of the medium-term notes are recorded as distributions, which are paid annually in arrears in October in
each year and may be deferred at the discretion of the Company unless compulsory distribution payment events (distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The medium-term notes
have no fixed maturity date and are callable at the Company’s discretion at specific time, and the payment of the principal may be deferred for each renewal period as 3 years, respectively. The applicable distribution rate will be reset on the
first call date and in each renewal period after the first call date, to the sum of the applicable benchmark interest rate, the initial spread and 300 basis points per annum.
In November 2019, the Company issued two tranches of medium-term notes with the net proceeds of approximately RMB2,500 million and
RMB1,500 million, respectively. The medium term notes are issued at par value with initial distribution rates of 4.15% and 4.53%, respectively. The interests of the medium-term notes are recorded as distributions, which are paid annually in arrears
in November in each year and may be deferred at the discretion of the Company unless compulsory distribution payment events (distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The
medium-term notes have no fixed maturity date and are callable at the Company’s discretion at specific time, and the payment of the principal may be deferred for each renewal period as 3 and 5 years. The applicable distribution rate will be reset
on the first call date and in each renewal period after the first call date, to the sum of the applicable benchmark interest rate, the initial spread and 300 basis points per annum.
In March 2020, the Company issued two tranches of perpetual corporate bonds with the net proceeds of approximately RMB2,000
million and RMB1,000 million, respectively. The perpetual corporate bonds are issued at par value with initial distribution rates of 3.58% and 3.85%. The interests of the perpetual corporate bonds are recorded as distributions, which are paid
annually in arrears in March in each year and may be deferred at the discretion of the Company unless compulsory distribution payment events (e.g. distributions to ordinary shareholders of the Company or reduction of the registered capital of the
Company) occur. The perpetual corporate bonds have no fixed maturity date and are callable at the Company’s discretion in whole in February 2023 and February 2025 respectively, and the payment of the principal may be deferred for each renewal
period as 3 and 5 years. The applicable distribution rate will be reset on the first call date and in each renewal period after the first call date, to the sum of the applicable benchmark interest rate, the initial spread and 300 basis points per
annum.
In April 2020, the Company issued medium-term notes with the net proceeds of approximately RMB3,000 million. The medium term notes
are issued at par value with an initial distribution rate of 3.18%. The interests of the medium-term notes are recorded as distributions, which are paid annually in arrears in April in each year and may be deferred at the discretion of the Company
unless compulsory distribution payment events (distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The medium-term notes have no fixed maturity date and are callable at the Company’s
discretion at specific time, and the payment of the principal may be deferred for each renewal period as 3 years. The applicable distribution rate will be reset on the first call date and in each renewal period after the first call date, to the sum
of the applicable benchmark interest rate, the initial spread and 300 basis points per annum.
In April 2020, the Company issued the third tranche of the China Life plan with the proceeds of RMB3,570 million. The China Life
plan has no fixed period with an initial distribution rate of 4.75%. The interests of the China Life plan are recorded as distributions, which are paid annually in arrears in March, June, September and December in each year and may be deferred at
the discretion of the Company unless compulsory payment events (distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The China Life plan has no fixed maturity date and are callable at
the Company’s discretion in whole at each distribution date after the 8th year of issuance, or the payment of the principal may be deferred at each distribution date aforementioned. The applicable distribution rate will be reset during the period
from the 9th year after the issuance, the basis rate plus 300 basis points, and will remain afterwards.
In April 2020, the Company issued the third tranche of the PICC plan with the aggregate proceeds of RMB930 million. The PICC plan
has no fixed period with an initial distribution rate of 4.75%. The interests of the PICC plan are recorded as distributions, which are paid annually in arrears in March, June, September and December in each year and may be deferred at the
discretion of the Company unless compulsory payment events (distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The PICC plan has no fixed maturity date and are callable at the
Company’s discretion in whole at each distribution date after 10th year of issuance, or the payment of the principal may be deferred at each distribution date aforementioned. The applicable distribution rate will be reset during the period from the
11th year after the issuance, the basis rate plus 300 basis points, and will remain afterwards.
In April 2020, the Company issued perpetual corporate bonds with the net proceeds of approximately RMB2,500 million. The perpetual
corporate bonds are issued at par value with an initial distribution rate of 3.09%. The interests of the perpetual corporate bonds are recorded as distributions, which are paid annually in arrears in April in each year and may be deferred at the
discretion of the Company unless compulsory distribution payment events (e.g. distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The perpetual corporate bonds have no fixed maturity
date and are callable at the Company’s discretion in whole in March 2023, and the payment of the principal may be deferred for each renewal period as 3 years. The applicable distribution rate will be reset on the first call date and in each renewal
period after the first call date, to the sum of the applicable benchmark interest rate, the initial spread and 300 basis points per annum.
In June 2020, the Company issued medium-term notes with the net proceeds of approximately RMB3,500 million. The medium term notes
are issued at par value with an initial distribution rate of 3.60%. The interests of the medium-term notes are recorded as distributions, which are paid annually in arrears in June in each year and may be deferred at the discretion of the Company
unless compulsory distribution payment events (distributions to ordinary shareholders of the Company or reduction of the registered capital of the Company) occur. The medium-term notes have no fixed maturity date and are callable at the Company’s
discretion at specific time, and the payment of the principal may be deferred for each renewal period as 3 years. The applicable distribution rate will be reset on the first call date and in each renewal period after the first call date, to the sum
of the applicable benchmark interest rate, the initial spread and 300 basis points per annum.
The perpetual corporate bonds, financing plans and medium-term notes were recorded as equity in the consolidated financial
statements. For the six months ended 30 June 2020, the profit attributable to holders of other equity instruments, based on the applicable rate, was RMB731.1 million, and the cumulative distribution paid-in the six months ended 30 June 2020 was
RMB366 million.
Long-term bonds comprised the following:
Outstanding corporate bonds, medium-term notes and debt financing instrument of the Group as at 30 June 2020 are summarised as
follows:
Outstanding corporate bonds, medium-term notes and debt financing instrument of the Group as at 31 December 2019 are summarised
as follows:
Accounts payable and other liabilities comprised:
Ageing analysis of accounts and notes payable was as follows:
Outstanding short-term bonds as at 30 June 2020 are summarised as follows:
As at 30 June 2020, the net current liabilities of the Group amounted to approximately RMB70,183 million (31 December 2019:
RMB80,839 million). On the same date, total assets less current liabilities were approximately RMB303,224 million (31 December 2019: RMB286,630 million).
Profit before income tax expense was determined after charging/(crediting) the following:
No Hong Kong profits tax has been provided as there were no estimated assessable profits in Hong Kong for the six months ended 30
June 2020 (for the six months ended 30 June 2019: nil).
The Company and its PRC branches and subsidiaries are subject to income tax at 25%, except for certain PRC branches and
subsidiaries that are tax exempted or taxed at preferential tax rates, as determined in accordance with the relevant PRC income tax rules and regulations for the six months ended 30 June 2020 and 2019.
The income tax rate applicable to Singapore subsidiaries is 17% (for the six months ended 30 June 2019: 17%). The Company’s
overseas subsidiary in Pakistan engaged in the power generation business is entitled to an income tax exemption according to Pakistani 2015 Fiscal Act. Another subsidiary located in Pakistan engaged in the provision of maintenance services. Before
1 July 2019, the subsidiary’s tax liability would be calculated as the amount which is the highest of (i) normal tax at the rate of 29% of taxable income; (ii) Alternative Corporate Tax (ACT) at the rate of 17% of accounting profit; and (iii)
minimum tax deductible at 8% of the revenue. If the income tax calculated is above the normal tax at the rate of 29%, it would be carried forward to subsequent years for settlement against the liabilities of the following years. The carry forward
period is 5 years in the case of minimum tax and 10 years in the case of ACT. However, from 1 July 2019, if the minimum tax liability is above the normal tax calculated, it cannot be carried forward to subsequent years.
The reconciliation of the effective income tax rate from the statutory income tax rate is as follows:
The basic earnings per share is calculated by dividing the consolidated net profit attributable to the equity holders of the
Company excluding cumulative distribution of other equity instruments by the weighted average number of the Company’s outstanding ordinary shares during the period.
There was no dilutive effect on earnings per share since the Company had no dilutive potential ordinary shares for the six-month
periods ended 30 June 2020 and 2019.
On 30 June 2020, the Group’s subsidiary, Shandong Power, acquired 82.23% interest in Huaneng Shandong Taifeng Renewable Energy
Co., Ltd. (“Taifeng Renewable Energy”) from Huaneng Taishan Power Co., Ltd. (“Taishan Power”), a fellow subsidiary of the Company. Taifeng Renewable Energy is mainly engaged in power generation and sales business. The acquisition was made as part
of the Group’s strategy to increase the Company’s generation capacity in the relevant areas. The total cash consideration for the acquisition was RMB228 million, with RMB205 million paid at the acquisition date and the remaining RMB23 million
unpaid as at 30 June 2020.
The fair value of the identifiable assets and liabilities of Taifeng Renewable Energy as at the date of acquisition were as
follows:
Goodwill arising from the acquisition is attributable to the synergies expected to arise after the acquisition of the equity
interests in the subsidiary stated above. None of the goodwill recognised is expected to be deductible for income tax purposes.
The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of
acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the favourable terms of the leases relative to market terms.
An analysis of the cash flows in respect of the acquisition of a subsidiary is as follows:
Since the acquisition was completed on 30 June 2020, Taifeng Renewable Energy contributed nil to the Group’s revenue and the
consolidated profit for the period ended 30 June 2020.
Had the combination taken place at the beginning of the period, the revenue from continuing operations of the Group and the
profit of the Group for the period would have been RMB79,174 million and RMB6,707 million, respectively.
(Amounts expressed in RMB Yuan unless otherwise stated)
Basic earnings per share =
Net profit attributable to ordinary shareholders of the company for the period/Weighted average number of
ordinary shares
Return on net assets =
Net profit attributable to equity holders of the Company for the period/Weighted average equity
attributable to equity holders of the Company (excluding non-controlling interests) x 100%
The financial statements, which are prepared by the Group in conformity with Accounting Standards for Business Enterprises (“PRC
GAAP”), differ in certain respects from those under IFRS. Major impact of adjustments for IFRS, on the consolidated net profit attributable to equity holders of the Company, is summarised as follows:
Huaneng Group is the parent company of HIPDC, which in turn is also the ultimate parent of the Company. The Company carried out a
series of acquisitions from Huaneng Group and HIPDC. As the acquired power companies and plants and the Company were under common control of Huaneng Group before and after the acquisitions, such acquisitions are regarded as business combinations
under common control.
In accordance with PRC GAAP, for business combinations under common control, the assets and liabilities acquired are measured at
the carrying amounts of the acquirees in the consolidated financial statements of the ultimate controlling party on the acquisition date. The difference between the carrying amounts of the net assets acquired and the consideration paid is adjusted
to the equity account of the acquirer. The operating results for all periods presented are retrospectively restated as if the current structure and operations resulting from the acquisition had been in existence since the beginning of the earliest
year presented, with financial data of previously separate entities consolidated. The cash consideration paid by the Company is treated as an equity transaction in the year of acquisition. The subsequent adjustment of contingent consideration after
the acquisition date is also accounted for as an equity transaction.
For the business combination occurred prior to 1 January 2007, in accordance with the Previous Accounting Standards and
Accounting System (“Previous PRC GAAP”), when equity interests acquired are less than 100%, the assets and liabilities of the acquirees are measured at their carrying amounts. The excess of the consideration over the proportionate share of the
carrying amounts of the net assets acquired was recorded as an equity investment difference and amortized on a straight-line basis for not more than 10 years. When acquiring the entire equity, the entire assets and liabilities are accounted for
using a method similar to purchase accounting. Goodwill arising from such transactions is amortized over the estimated useful lives on a straight-line basis. On 1 January 2007, in accordance with PRC GAAP, the unamortized equity investment
differences and goodwill arising from business combinations under common control were written off against undistributed profits.
Under IFRS, the Group elected to adopt the purchase method to account for the business combinations under common control. The
assets and liabilities acquired are recorded at fair values by the acquirer. The excess of acquisition cost over the proportionate share of fair values of net identifiable assets acquired is recorded as goodwill. Goodwill is not amortized but is
tested annually for impairment and carries at cost less accumulated impairment losses. The operating results of the acquirees are consolidated in the operating results of the Group from the acquisition dates onwards. The contingent consideration
not classified as equity is measured at fair value at each reporting date with the changes in fair value recognised in profit or loss, if such changes are not measurement-period adjustments.
As mentioned above, the differences in the accounting treatment under PRC GAAP and IFRS on business combinations under common
control affect both equity and profit. Meanwhile, due to different measurement basis of the assets acquired, depreciation and amortisation in the period subsequent to the acquisition will be affected which will also affect the equity and profit or
loss upon subsequent disposals of such investments. Such differences will be gradually eliminated following subsequent depreciation, amortisation and disposal of related assets.
In previous years, under the Previous PRC GAAP, the scope of capitalisation of borrowing costs was limited to specific
borrowings, and thus, borrowing costs arising from general borrowings were not capitalised. In accordance with IFRS, the Group capitalised borrowing costs on general borrowings used for the purpose of obtaining qualifying assets in addition to the
capitalisation of borrowing costs on specific borrowings. From 1 January 2007 onwards, the Group has adopted PRC GAAP No. 17 prospectively, the current adjustments represent the related depreciation on capitalised borrowing costs included in the
cost of related assets under IFRS before 1 January 2007.
This represents related deferred income tax impact on the GAAP differences mentioned above where applicable.