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 June, 2004
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F __X__ Form 40-F _____
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes ____ No __X__
(If "Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b): 82-__________.)
N/A
Huaneng Power International, Inc.
West Wing, Building C, Tianyin Mansion
No. 2C Fuxingmennan Street
Xicheng District
Beijing, 100031 PRC
This Form 6-K consists of:
An announcement on resolutions passed at the extraordinary general
meeting, made on June 15, 2004, in English by Huaneng Power International Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
under-signed, thereunto duly authorized.
HUANENG POWER INTERNATIONAL, INC.
By /s/ Wang Xiaosong
------------------------------
Name: Wang Xiaosong
Title: Vice Chairman
Date: June 15, 2004
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
[GRAPHIC OMITTED]
a Sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 902)
ANNOUNCEMENT FOR RESOLUTIONS PASSED AT
THE EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting ("EGM") of Huaneng Power International, Inc.
(the "Company") was held at 9:00 a.m. on Tuesday, 15th June 2004 at Beijing
International Convention Centre at No. 8 Beichen East Road, Chaoyang District,
Beijing, the People's Republic of China. Mr Li Xiaopeng, Chairman of the
Company, presided over the EGM as the Chairman of the EGM. Shareholders of the
Company and their proxies, directors and supervisors of the Company attended
the meeting.
There were a total of 6,027,671,200 shares of the Company as at the record date
("Record Date", i.e. 14th May 2004) entitled to attend the EGM. Shareholders
and authorised proxies holding an aggregate of 5,134,657,577 shares of the
Company, representing 85.18% of the total shares of the Company, were present
at the EGM. Holders of 395,928,701 H shares of the Company, through HKSCC
Nominees Limited, appointed the chairman of the meeting to attend and vote on
their behalf. Holders of 469,631,040 H shares of the Company, through HSBC
(Nominees) Hong Kong Limited, appointed the chairman of the meeting as their
proxy to attend and vote on their behalf. According to the Rules Governing the
Listing of Securities on the Stock Exchange, connected persons (including
Huaneng International Power Development Corporation, Heibei Provincial
Construction Investment Company, Fujian International Trust & Investment
Company, Jiangsu Province International Trust & Investment Company, Liaoning
Energy Investment (Group) Limited Liability Company, Dalian Municipal
Construction Investment Company, Nantong Investment Management Centre and
Shantou Electric Power Development Company) holding an aggregate of
4,224,500,000 shares of the Company, representing approximately 70.09% of the
total issued share capital of the Company as of the Record Date, shall abstain
and has abstained from voting on the resolutions tabled at the EGM.
Hong Kong Registrars Limited, the share registrar for the Company, was the
scrutineer for the vote-takings.
After reviewing the resolutions proposed by the Board of Directors, the
shareholders of the Company and their proxies present at the meeting resolved
through voting by way of poll to approve the following resolutions as ordinary
resolutions:
1. To approve the acquisition of 40% interest in Hebei Hanfeng Power
Generation Limited Liability Company and 90% interest in Jinggangshan
Huaneng Power Generation Limited Liability Company held by China Huaneng
Group by the Company and the Agreement for Transfer of Huaneng Group
Interest.
906,680,897 shares were voted in the affirmative and 354,680 shares were
voted in the negative, representing 99.62% and 0.04%, respectively, of
the total number of shares held by the Shareholders (including proxies,
excluding connected persons) present at the EGM carrying voting rights.
2. To approve the acquisition of 55% interest in Huaneng Hunan Yueyang Power
Generation Limited Liability Company, 60% interest in Huaneng Chongqing
Luohuang Power Generation Limited Liability Company and the entire assets
and liabilities of Huaneng International Power Development Corporation
Yingkou Branch Company and the Agreement for Transfer of HIPDC Interest.
905,904,137 shares were voted in the affirmative and 331,440 shares were
voted in the negative, representing 99.53% and 0.04%, respectively, of
the total number of shares held by the Shareholders (including proxies,
excluding connected persons) present at the EGM carrying voting rights.
3. To approve the guarantee arrangements and agreements between Hebei
Hanfeng Power Generation Limited Liability Company, Jinggangshan Huaneng
Power Generation Limited Liability Company and China Huaneng Group, and
subject to the completion of the Acquisition and the transfer of 10%
interest in Jinggangshan Huaneng Power Generation Limited Liability
Company held by Jiangxi Province Investment Corporation to the Company,
the Company's taking up of the existing guarantee of Jinggangshan Huaneng
Power Generation Limited Liability Company originally provided by China
Huaneng Group.
792,301,801 shares were voted in the affirmative and 117,855,776 shares
were voted in the negative, representing 87.05% and 12.95%, respectively,
of the total number of shares held by the Shareholders (including
proxies, excluding connected persons) present at the EGM carrying voting
rights.
4. To approve the entrusted loan arrangement between Huaneng Hunan Yueyang
Power Generation Limited Liability Company, Huaneng International Power
Development Corporation and China Huaneng Finance Company; To approve the
entrusted loan arrangement in respect of Yingkou Power Plant between the
Company, Huaneng International Power Development Corporation and China
Huaneng Finance Company; To approve the arrangement between the Company
and Huaneng International Power Development Corporation regarding the
account payables of Yingkou Power Plant; and To approve the arrangement
regarding the foreign loan between Huaneng International Power
Development Corporation and Huaneng Chongqing Luohuang Power Generation
Limited Liability Company.
792,229,161 shares were voted in the affirmative and 113,306,416 shares
were voted in the negative, representing 86.77% and 12.45%, respectively,
of the total number of shares held by the Shareholders (including
proxies, excluding connected persons) present at the EGM carrying voting
rights.
5. To approve the loan and deposit arrangement between Jinggangshan Huaneng
Power Generation Limited Liability Company and China Huaneng Finance
Company; To approve, subject to the completion of the Acquisition and the
transfer of 10% interest in Jinggangshan Huaneng Power Generation Limited
Liability Company held by Jiangxi Province Investment Corporation to the
Company, the Company's taking up of the aforesaid rights and obligations
of Jinggangshan Huaneng Power Generation Limited Liability Company; To
approve the deposit arrangement between Huaneng Chongqing Luohuang Power
Generation Limited Liability Company, Huaneng Hunan Yueyang Power
Generation Limited Liability Company and China Huaneng Group.
789,753,081 shares were voted in the affirmative and 115,782,496 shares
were voted in the negative, representing 86.77% and 12.72%, respectively,
of the total number of shares held by the Shareholders (including
proxies, excluding connected persons) present at the EGM carrying voting
rights.
The above ordinary resolutions were reviewed and approved at the EGM of the
Company held on 15th June 2004 in Beijing.
By Order of the Board
Li Xiaopeng
Chairman
As at the date of this announcement, the directors of the Company are:
Li Xiaopeng Gao Zongze
(Non-executive director) (Independent director)
Wang Xiaosong Zheng Jianchao
(Non-executive director) (Independent director)
Ye Daji Qian Zhongwei
(Non-executive director) (Independent director)
Huang Jinkai Xia Donglin
(Non-executive director) (Independent director)
Liu Jinlong
(Non-executive director)
Shan Qunying
(Non-executive director)
Yang Shengming
(Non-executive director)
Xu Zujian
(Non-executive director)
Beijing, the PRC
15th June 2004