FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of January 2020
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F _____
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
Yes ____ No X
(If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): 82-__________. )
N/A
Huaneng Power International, Inc.
Huaneng Building,
6 Fuxingmennei Street,
Xicheng District,
Beijing, 100031 PRC
This Form 6-K consists of:
1. an announcement regarding election of director, appointment
of vice president and increase of the general mandate to issue domestic and/or overseas debt financing instruments of Huaneng Power International, Inc. (the Registrant”); and
2. a notice of 2020 first extraordinary general meeting of the
Registrant;
Each made by the Registrant on January 20, 2020.
Announcement 1
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.
ANNOUNCEMENT REGARDING THE ELECTION OF DIRECTOR OF THE COMPANY, APPOINTMENT OF VICE PRESIDENT AND THE INCREASE OF THE AMOUNT OF THE COMPANY’S
GENERAL MANDATE TO ISSUE DOMESTIC AND/OR OVERSEAS DEBT FINANCING INSTRUMENTS
On 20 January 2020, the board of directors (the “Board”
or the “Board of Directors”) of Huaneng Power International, Inc. (the “Company”) considered and approved at the 25th meeting of the Ninth Session of the Board (among other things) the Proposal regarding the election of the director of the Company, the Proposal regarding the appointment of
Vice President of the Company and the Proposal regarding the increase of the amount of the Company’s general mandate to issue domestic and/or overseas debt financing instruments. Details of which are set out below.
PROPOSAL REGARDING THE ELECTION OF THE DIRECTOR OF THE COMPANY
The Board of Directors agreed to nominate Mr. ZHAO Keyu as an executive director candidate for the Ninth Session of the Board of Directors of the Company, and
to submit the same for consideration and approval at the general meeting of the Company. The above engagement arrangement will become effective on the date the general meeting approves Mr. ZHAO Keyu as the executive director of the Ninth Session of
the Board of Directors of the Company.
Below are the biographical details of Mr. ZHAO:
Mr. ZHAO Keyu, aged 53, currently is the President and the secretary to the Communist Party Committee of the Company. He previously served successively as
deputy chief engineer of Shandong Fangzi Power Plant, deputy secretary to the Youth League Committee of Shandong Power Bureau (Group Corporation), deputy secretary and secretary to the Communist Party Committee of ULTRA- HV Transmission &
Distribution Branch Company of Shandong Power Group Corporation, human resource manager of Shandong Luneng Group Co., Ltd., chairman and president of Beijing Deyuan Investment Co., Ltd., secretary to the Communist Party Committee of Shandong Luneng
Development Group Co., Ltd., vice president and committee member of the Communist Party Committee of Huaneng Shandong Power Generation Co., Ltd., chief of the Planning Department of China Huaneng Group Co., director of the general office, director
of the general office of the Leading Party Members’ Group and secretary to the Leading Party Members’ Group of China Huaneng Group
Co., Ltd., and the president and the deputy secretary to the Communist Party Committee of the Company. Mr. Zhao graduated from Wuhan University, majoring in
software engineering and holds a postgraduate degree of master in engineering. Mr. Zhao is a senior political work specialist.
Save for the work relationship disclosed above, Mr. ZHAO does not have any other connections and relationships with the Company, its controlling shareholder(s)
or the de facto controller(s). Mr. ZHAO has not been subject to any punishment by the China Securities Regulatory Commission or other related departments, or reprimand by any stock exchange.
The proposal to appoint Mr. ZHAO as the executive director shall become effective upon the approval at the general meeting until the expiry of the term of the
Ninth Session of the Board of the Company. Mr. ZHAO will not receive any director’s fee. Save as disclosed above, as at the date of this announcement, Mr. ZHAO (i) does not have any relationship with any directors, senior management, substantial or
controlling shareholders of the Company; (ii) does not hold any other directorships in any public companies in the last three years; (iii) does not hold any other positions in the Company or any of its subsidiaries; and (iv) has no interest in
shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”).
In addition, there is no other information in relation to Mr. ZHAO which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to
13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders of the Company.
PROPOSAL REGARDING THE APPOINTMENT OF VICE PRESIDENT OF THE COMPANY
The Board of Directors agreed to appoint Mr. HUANG Chaoquan as the Vice President of the Company. The arrangement for the appointment shall become effective as
of 20 January 2020.
Set out below is the biographical details of Mr. HUANG Chaoquan:
Mr. HUANG, aged 54, currently is the secretary of the Board of Directors and chief of the manager work department of the Company, and the director of Huaneng
Hainan Power Generation Co., Ltd. and director of Huaneng Shandong Power Generation Co., Ltd. Mr. HUANG had successively served as the Company’s deputy chief of the Market Division of the Planning Management Department, the deputy chief of
Marketing Division, chief of General Division, chief of Marketing Division II of the Marketing Department, chief of Political Work Division of Ideological Political Work Department, chief of the Compensation Division of the Human Resources
Department, and the deputy director and director of the Board Office. Mr. HUANG graduated from the Harbin University of Science and Technology where he holds a master’s degree of management engineering (post-graduate diploma) and is a senior
economist.
Save as disclosed above, as at the date of this announcement, Mr. HUANG (i) does not have any relationship with any directors, senior management, substantial or
controlling shareholders of the Company; (ii) does not hold any other directorships in any public companies in the last three years; (iii) does not hold any other positions in the Company or any of its subsidiaries; and (iv) has no interest in
shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders of the Company.
PROPOSAL REGARDING THE INCREASE OF THE AMOUNT OF THE COMPANY’S GENERAL MANDATE TO ISSUE DOMESTIC AND/OR OVERSEAS DEBT FINANCING INSTRUMENTS
The proposal regarding the granting of the general mandate to issue domestic and/or overseas debt financing instruments was passed at the 18th meeting of the
Ninth Session of the Board of Directors and the 2018 annual general meeting, pursuant to which the Company shall, from the date on which the approval was obtained at the 2018 annual general meeting to the conclusion of the 2019 annual general
meeting and upon obtaining approval at relevant regulatory authorities, issue domestic and/or overseas debt financing instruments (in either one or multiple tranches on a rolling basis) with a principal amount of up to RMB50 billion or equivalent
in or outside the People’s Republic of China, such instruments include but are not limited to corporate bonds and enterprise bonds in the domestic market, medium-term notes in the interbank bond market, offshore RMB-denominated bonds, overseas USD
denominated bonds and bonds denominated in other foreign currencies in the overseas market (including domestic and overseas perpetual bonds, which include without limitation perpetual mid-term notes, renewable corporate bonds and renewable
enterprise bonds in the domestic market, perpetual bonds in the overseas market or other perpetual bonds denominated in RMB or any other foreign currency that are permitted under applicable laws and regulations to be issued in or outside the
People’s Republic of China without a definite maturity date).
Up to now, the balance of the principal of the medium-term notes issued by the Company is RMB20 billion, and the balance of the principal of the corporate bonds
issued by Company is RMB21.3 billion. The senior debt to be issued is US$600 million, equivalent to approximately RMB4.2 billion. Before the 2019 annual general meeting, the Company has headroom of approximately RMB4.5 billion for the issuance of
domestic and overseas debt financing instrument issuance.
In order to meet the Company’s production and operation needs, supplement liquidity or project financing, fully grasp the current favourable opportunity of low
financing costs of medium-term notes and corporate bonds, reduce financing costs, and improve flexibility and efficiency of financing, the Board of Directors agreed with the Company’s proposal to increase the amount of the general mandate to issue
domestic and/or overseas debt financing instruments. It was agreed as follows:
general mandate to issue domestic and/or overseas debt financing instruments” considered and
approved by the Company’s 2018 annual general meeting, the principal balance of the domestic or overseas issuance of domestic and overseas debt financing instruments (either in one or multiple tranches, within or outside the People’s Republic of
China) be increased by RMB8 billion.
the relevant debt financing instruments within the validity term of the mandate and the Company has
procured the approval, permit, filing or registration, as applicable, for the issue with relevant regulatory authority, the Company may complete the issue or partial issue of the relevant debt financing instruments within the term of validity of
such approval, permit, filing or registration.
The above Proposal regarding the election of the director of the Company and the Proposal regarding the increase of the amount of the Company’s general mandate
to issue domestic and/or overseas debt financing instruments are required to be submitted to general meeting of the Company for approval.
A circular containing, among other things, details of the Proposal regarding the election of the director of the Company and the Proposal regarding the increase
of the amount of the Company’s general mandate to issue domestic and/or overseas debt financing instruments will be dispatched by the Company to the shareholders as soon as practicable.
As at the date of this announcement, the directors of the Company are:
Beijing, the PRC
20 January 2020
Announcement 2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the
contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2020 first extraordinary
general meeting (the “Extraordinary General Meeting”) of Huaneng Power International, Inc. (the “Company”) will be held at 9:00 a.m. on 5 March 2020 at Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the People’s Republic of China for considering and
approving the following resolutions:
ORDINARY RESOLUTIONS
SPECIAL RESOLUTION
As at the date of this notice, the directors of the Company are:
Beijing, the PRC
20 January 2020
Notes:
In order to determine the shareholders of H shares who will be entitled to attend the Extraordinary General Meeting,
the Company will suspend registration of transfer of shares from 14 February 2020 to 5 March 2020 (both days inclusive).
In order to qualify to attend the Extraordinary General Meeting, shareholders of H shares of the
Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificates to the Company’s H Share Registrar, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell
Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 13 February 2020. Holders of H shares whose names are recorded in the register of member of the Company on 14 February 2020 are entitled to attend the Extraordinary
General Meeting.
Shops 1712-1716, 17th Floor, Hopewell Centre
183 Queen’s Road East, Wanchai
Hong Kong
Capital Market Department
Huaneng Power International, Inc.
Huaneng Building,
6 Fuxingmennei Street,
Xicheng District, Beijing 100031,
The People’s Republic of China
Contact: Xie Meixin/Liu Tianyu
Telephone No.: (+86)-10-6322 6590/6322 6595
Facsimile No.: (+86)-10-6322 6888
Email: xiemx@hpi.com.cn
Proxy Form for 2020 First Extraordinary General Meeting
or failing him the Chairman of the meeting as my(our) proxy to attend and vote for me(us) on the following resolution in accordance with the
instruction(s) below and on my(our) behalf at the 2020 First Extraordinary General Meeting (the “Extraordinary General Meeting”) to be held at 9:00 a.m. on 5 March 2020 at Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng
District, Beijing, the People’s Republic of China for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Extraordinary General Meeting. In the absence of any indication, the proxy may vote
for or against the resolutions at his own discretion. (Note 6)
Notes:
* Please delete as appropriate.
Reply Slip for 2020 First Extraordinary General Meeting
International, Inc. (the “Company”) hereby reply that I/(We) wish to attend or appoint a proxy to attend (on my/our
behalf) the 2020 First Extraordinary General Meeting (the “Extraordinary General Meeting”) to be held at 9:00 a.m. on 5 March 2020 at Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the People’s Republic of
China.
* Please delete as appropriate.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the under-signed, thereunto duly authorized.
Date: January 21, 2020