Washington, D.C. 20549
Securities registered or to be registered
pursuant to Section 12(b) of the Act.
Securities registered or to be registered
pursuant to Section 12(g) of the Act.
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.
Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Note - Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
If this is an annual report, indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court.
* Not for trading, but only in connection with the registration
of American Depositary Shares.
We maintain our accounts in Renminbi Yuan
(“Renminbi” or “RMB”), the lawful currency of the People’s Republic of China (the “PRC”
or “China”). References herein to “US$” or “U.S. dollars” are to United States Dollars, references
to “HK$” are to Hong Kong Dollars, and references to “S$” are to Singapore Dollars. References to ADRs
and ADSs are to American Depositary Receipts and American Depositary Shares, respectively. Translations of amounts from Renminbi
to U.S. Dollars are solely for the convenience of the reader. Unless otherwise indicated, any translations from Renminbi to U.S.
Dollars or from U.S. Dollars to Renminbi were translated at the average rate announced by the People’s Bank of China (the
“PBOC Rate”) on December 31, 2013 of US$1.00 to RMB6.1161. No representation is made that the Renminbi or U.S. Dollar
amounts referred to herein could have been or could be converted into U.S. Dollars or Renminbi, as the case may be, at the PBOC
Rate or at all.
References to “A Shares” are
to common tradable shares issued to domestic shareholders.
References to the “central government”
refer to the national government of the PRC and its various ministries, agencies and commissions.
References to the “Company”,
“we”, “our” and “us” include, unless the context requires otherwise, Huaneng Power International,
Inc. and the operations of our power plants and our construction projects.
References to “HIPDC” are to
Huaneng International Power Development Corporation and, unless the context requires otherwise, include the operations of the Company
prior to the formation of the Company on June 30, 1994.
References to the “key
contracts” refer to coal purchase contracts entered into between the Company and coal suppliers for the amount of coals
at the annual national coal purchase conferences attended by, among others, representatives of power companies, coal
suppliers and railway authorities. These conferences were coordinated and sponsored by National Development and Reform
Commission (“NDRC”). The Company enjoys priority railway transportation services with respect to coal purchased
under such contracts. Starting from 2008, NDRC ceased to coordinate the annual national coal purchase conferences. At the end
of each year subsequent to 2008, the Ministry of Railways will promulgate the railway transportation capacity plan for the
next year. References to the “key contracts” for the year 2008 and thereafter refer to coal purchase contracts
entered into between the Company and coal suppliers under the guidance of such railway transportation capacity plan, which,
once confirmed by the Ministry of Railways, secures the railway transportation capacity for the coal purchased thereunder.
Starting from the beginning of 2013, key contracts were terminated pursuant to a notice issued by the PRC Government in
December 2012.
References to “local governments”
in the PRC are to governments at all administrative levels below the central government, including provincial governments, governments
of municipalities directly under the central government, municipal and city governments, county governments and township governments.
References to “our power plants”
are to the power plants that are wholly owned by the Company or to the power plants in which the Company owns majority equity interests.
References to “our power companies”
are to the power companies in which we hold minority equity interests.
References to the “PRC Government”
include the central government and local governments.
References to “provinces” include
provinces, autonomous regions and municipalities directly under the central government.
References to the “State Plan”
refer to the plans devised and implemented by the PRC Government in relation to the economic and social development of the PRC.
Previously, the Overseas Listed Foreign
Shares were also referred to as the “Class N Ordinary Shares” or “N Shares”. Since January 21, 1998, the
date on which the Overseas Listed Foreign Shares were listed on The Stock Exchange of Hong Kong Limited by way of introduction,
the Overseas Listed Foreign Shares have been also referred to as “H Shares”.
PART I
|
ITEM 1
|
Identity of Directors, Senior Management and Advisers
|
Not applicable.
|
ITEM 2
|
Offer Statistics and Expected Timetable
|
Not applicable.
|
A.
|
Selected financial data
|
Our consolidated balance sheet data as of
December 31, 2013 and 2012 and the consolidated income statement and cash flow data for each of the years in the three-year period
ended December 31, 2013 are derived from the historical financial statements included herein. Our consolidated balance sheet data
as of December 31, 2011, 2010 and 2009 and income statement and cash flow data for each of the years in the two-year period ended
December 31, 2010, are derived from the historical financial statements not included herein. The Selected Financial Data should
be read in conjunction with the consolidated financial statements and “Item 5 Operating and Financial Review and
Prospects”. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”)
as issued by the International Accounting Standards Board. The Selected Financial Data may not be indicative of future earnings,
cash flows or financial position.
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
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2012
|
|
|
2013
|
|
RMB in thousands except per share data
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating revenue
|
|
|
76,862,896
|
|
|
|
104,318,120
|
|
|
|
133,420,769
|
|
|
|
133,966,659
|
|
|
|
133,832,875
|
|
Tax and levies on operations
|
|
|
(151,912
|
)
|
|
|
(147,641
|
)
|
|
|
(484,019
|
)
|
|
|
(672,040
|
)
|
|
|
(1,043,855
|
)
|
Operating expenses
|
|
|
(67,537,281
|
)
|
|
|
(95,541,488
|
)
|
|
|
(124,189,148
|
)
|
|
|
(116,337,679
|
)
|
|
|
(108,677,981
|
)
|
Profit from operations
|
|
|
9,173,703
|
|
|
|
8,628,991
|
|
|
|
8,747,602
|
|
|
|
16,956,940
|
|
|
|
24,111,039
|
|
Interest income
|
|
|
60,397
|
|
|
|
89,026
|
|
|
|
166,183
|
|
|
|
175,402
|
|
|
|
170,723
|
|
Financial expenses, net
|
|
|
(4,309,325
|
)
|
|
|
(5,194,585
|
)
|
|
|
(7,659,712
|
)
|
|
|
(9,063,875
|
)
|
|
|
(7,693,363
|
)
|
Other investment income
|
|
|
56,675
|
|
|
|
60,013
|
|
|
|
93,460
|
|
|
|
187,131
|
|
|
|
224,908
|
|
Gain/ (Loss) on fair value changes of financial assets/ liabilities
|
|
|
(33,638
|
)
|
|
|
11,851
|
|
|
|
(727
|
)
|
|
|
(1,171
|
)
|
|
|
(5,701
|
)
|
Share of profits of associates and joint ventures
|
|
|
756,164
|
|
|
|
568,794
|
|
|
|
703,561
|
|
|
|
622,358
|
|
|
|
615,083
|
|
Profit before income tax expense
|
|
|
5,703,976
|
|
|
|
4,164,090
|
|
|
|
2,050,367
|
|
|
|
8,876,785
|
|
|
|
17,422,689
|
|
Income tax expense
|
|
|
(593,787
|
)
|
|
|
(842,675
|
)
|
|
|
(868,927
|
)
|
|
|
(2,510,370
|
)
|
|
|
(4,522,671
|
)
|
Net profit
|
|
|
5,110,189
|
|
|
|
3,321,415
|
|
|
|
1,181,440
|
|
|
|
6,366,415
|
|
|
|
12,900,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company
|
|
|
4,929,544
|
|
|
|
3,347,985
|
|
|
|
1,180,512
|
|
|
|
5,512,454
|
|
|
|
10,426,024
|
|
Non-controlling interests
|
|
|
180,645
|
|
|
|
(26,570
|
)
|
|
|
928
|
|
|
|
853,961
|
|
|
|
2,473,994
|
|
Basic earnings per share
|
|
|
0.41
|
|
|
|
0.28
|
|
|
|
0.08
|
|
|
|
0.39
|
|
|
|
0.74
|
|
Diluted earnings per share
|
|
|
0.41
|
|
|
|
0.28
|
|
|
|
0.08
|
|
|
|
0.39
|
|
|
|
0.74
|
|
|
|
As of December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
RMB in thousands
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
24,189,765
|
|
|
|
31,556,149
|
|
|
|
36,417,338
|
|
|
|
36,086,261
|
|
|
|
34,186,911
|
|
Property, plant and equipment
|
|
|
140,777,336
|
|
|
|
155,224,597
|
|
|
|
177,968,001
|
|
|
|
177,013,627
|
|
|
|
181,415,181
|
|
Available-for-sale financial assets
|
|
|
2,555,972
|
|
|
|
2,223,814
|
|
|
|
2,301,167
|
|
|
|
3,052,822
|
|
|
|
3,111,164
|
|
Investments in associates / joint ventures
|
|
|
9,568,576
|
|
|
|
11,973,216
|
|
|
|
13,588,012
|
|
|
|
14,596,771
|
|
|
|
16,678,694
|
|
Land use rights and other non-current assets
|
|
|
4,911,678
|
|
|
|
9,541,540
|
|
|
|
8,820,722
|
|
|
|
9,316,455
|
|
|
|
9,593,252
|
|
Power generation license
|
|
|
3,898,121
|
|
|
|
4,105,518
|
|
|
|
3,904,056
|
|
|
|
4,084,506
|
|
|
|
3,837,169
|
|
Deferred income tax assets
|
|
|
374,733
|
|
|
|
672,475
|
|
|
|
526,399
|
|
|
|
532,387
|
|
|
|
652,358
|
|
Goodwill
|
|
|
11,610,998
|
|
|
|
12,640,904
|
|
|
|
13,890,179
|
|
|
|
14,417,543
|
|
|
|
12,758,031
|
|
Total assets
|
|
|
197,887,179
|
|
|
|
227,938,213
|
|
|
|
257,415,874
|
|
|
|
259,100,372
|
|
|
|
262,232,760
|
|
Current liabilities
|
|
|
(59,581,608
|
)
|
|
|
(83,636,880
|
)
|
|
|
(96,597,620
|
)
|
|
|
(93,594,320
|
)
|
|
|
(98,978,845
|
)
|
Non-current liabilities
|
|
|
(87,657,451
|
)
|
|
|
(81,875,861
|
)
|
|
|
(101,260,501
|
)
|
|
|
(99,545,710
|
)
|
|
|
(88,060,941
|
)
|
Total liabilities
|
|
|
(147,239,059
|
)
|
|
|
(165,512,741
|
)
|
|
|
(197,858,121
|
)
|
|
|
(193,140,030
|
)
|
|
|
(187,039,786
|
)
|
Total equity
|
|
|
50,648,120
|
|
|
|
62,425,472
|
|
|
|
59,557,753
|
|
|
|
65,960,342
|
|
|
|
75,192,974
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
RMB in thousands except per share data
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
|
(RMB)
|
|
Cash Flow Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(22,426,098
|
)
|
|
|
(20,704,224
|
)
|
|
|
(16,673,632
|
)
|
|
|
(15,474,614
|
)
|
|
|
(17,691,382
|
)
|
Net cash provided by operating activities
|
|
|
14,980,990
|
|
|
|
18,066,724
|
|
|
|
20,949,155
|
|
|
|
26,928,082
|
|
|
|
40,239,429
|
|
Net cash used in investing activities
|
|
|
(24,880,261
|
)
|
|
|
(26,980,538
|
)
|
|
|
(21,664,831
|
)
|
|
|
(15,309,604
|
)
|
|
|
(19,054,250
|
)
|
Net cash provided by / (used in) financing activities
|
|
|
9,503,886
|
|
|
|
13,063,323
|
|
|
|
69,648
|
|
|
|
(9,816,900
|
)
|
|
|
(22,240,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Company Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend declared per share
|
|
|
0.21
|
|
|
|
0.20
|
|
|
|
0.05
|
|
|
|
0.21
|
|
|
|
0.38
|
|
Number of ordinary shares (RMB ’000)
|
|
|
12,055,383
|
|
|
|
14,055,383
|
|
|
|
14,055,383
|
|
|
|
14,055,383
|
|
|
|
14,055,383
|
|
|
B.
|
Capitalization and indebtedness
|
Not applicable.
|
C.
|
Reasons for the offer and use of proceeds
|
Not applicable.
Risks relating to our business and the PRC’s power
industry
Government regulation of on-grid power tariffs and other
aspects of the power industry may adversely affect our business
Similar to electric power companies in other
countries, we are subject to governmental and electric grid regulations in virtually all aspects of our operations, including the
amount and timing of electricity generations, the setting of on-grid tariffs, the performance of scheduled maintenance and compliance
with power grid control and dispatch directives and environment protection. There can be no assurance that these regulations will
not change in the future in a manner which could adversely affect our business.
The on-grid tariffs for our planned output
are subject to a review and approval process involving the NDRC and the relevant provincial government. Prior to April 2001, the
on-grid tariffs of our planned output were designed to enable us to recover all operating and debt servicing costs and to earn
a fixed rate of return. Since April 2001, however, the PRC Government has started to gradually implement a new on-grid tariff-setting
mechanism based on the operating terms of power plants as well as the average costs of comparable power plants. Pursuant to the
NDRC circular issued in June 2004, the on-grid tariffs for our newly built power generating units commencing operation from June
2004 have been set on the basis of the average cost of comparable units adding tax and reasonable return in the regional grid.
Any future reductions in our tariffs, or our inability to raise tariffs (for example, to cover any increased costs we may have
to incur) as a result of the new on-grid tariff-setting mechanism, may adversely affect our revenue and profit.
In addition, the PRC Government started
in 1999 to experiment with a program to effect power sales through competitive bidding in some of the provinces where we operate
our power plants. The on-grid tariffs for power sold through competitive bidding are generally lower than the pre-approved on-grid
tariffs for planned output. In the more recent few years, power sales through competitive bidding were not effected in any province
where we operate our power plants. Nevertheless, we cannot assure that the PRC Government will not expand the program in the future.
Any increased power sales through competitive bidding may reduce our on-grid tariffs and may adversely affect our revenue and profits.
Furthermore, the PRC Government started
in 2009 to promote the practice of direct power purchase by large power end-users. Pursuant to the circular jointly issued by NDRC,
the State Electricity Regulatory Commission (“SERC”) and China National Energy Administration in June 2009, the direct
power purchase price consists of direct transaction price, on-grid dispatch and distribution price and governmental levies and
charges, in which the direct transaction price shall be freely determined through negotiation between the power generation company
and the large power end-user. The price of direct power purchase shall be subject to the demand in the power market, and may increase
due to power supply shortfall. Furthermore, the scale and mode of the transaction are also subject to the structure and level of
development of local economy. In terms of power generation companys engaged in direct power purchase, direct power sales constitute
a portion of the total power sales, thus affecting the on-grid power sales of the Company. In 2013, the PRC Government continued
the reform in the area of direct power purchase by large power end-users. In July 2013, China National Energy Administration issued
the
Notice on Direct Purchases between Power End-users and Power Generation Companies
, which officially implemented the
direct purchases programs by large end-users. Among the provinces where we operate our power plants, seven of them, namely Shanxi,
Jiangsu, Henan, Hunan, Guangdong, Fujian, and Gansu, had started the direct purchase program in 2013, and three of them, namely
Jiangxi, Yunnan and Liaoning, are actively promoting the direct purchase pilot program. Although the direct power purchase
may act as an alternative channel for our power sales, there is uncertainty as to the effect of the practice of direct power purchase
over our operating results.
The on-grid tariff-setting mechanism is
evolving with the reforming of the PRC electric power industry. There is no assurance that it will not change in a manner which
could adversely affect our business and results of operations. See “Item 4 Information of the Company – B. Business
Overview – Pricing Policy”.
If our power plants receive less dispatching than planned
generation, the power plants will sell less electricity than planned
Our profitability depends, in part, upon
each of our power plants generating electricity at a level sufficient to meet or exceed the planned generation, which in turn will
be subject to local demand for electric power and dispatching to the grids by the dispatch centers of the local grid companies.
The dispatch of electric power generated
by a power plant is controlled by the dispatch center of the applicable grid companies pursuant to a dispatch agreement with us
and to governmental dispatch regulations. In each of the markets we operate, we compete against other power plants for power sales.
No assurance can be given that the dispatch centers will dispatch the full amount of the planned generation of our power plants.
A reduction by the dispatch center in the amount of electric power dispatched relative to a power plant’s planned generation
could have an adverse effect on the profitability of our operations. However, we have not encountered any such event in the past.
In August 2007, the General Office of
the State Council issued a notice, providing that the energy saving and electricity dispatch shall consolidate with the
development of the power market, which optimize the power market. In October 2008, the SERC approved the trial implementation
of the policy of energy saving and electricity dispatch in certain pilot provinces. In 2013, the PRC Government continued
promoting the policy of energy saving and electricity dispatch. There can be no assurance that such implementation will not
result in any decrease in the amount of the power dispatched by any of our power plants.
The power industry reform may affect our business
The PRC Government in 2002 announced
and started to implement measures to further reform the power industry, with the ultimate goal of creating a more open and
fair power market. As part of the reform, five power generation companies, including Huaneng Group, were created or
restructured to take over all the power generation assets originally belonging to the State Power Corporation of China. In
addition, two grid companies were created to take over the power transmission and distribution assets originally belonging to
the State Power Corporation of China. An independent power supervisory commission, the SERC, was created to regulate the
power industry. There might be further reforms, and it is uncertain how these reform measures and any further reforms will be
implemented and impact our business.
In December 2012, the PRC
Government issued a notice to further reform the coal pricing mechanism, which mandated (1) the termination of all key coal
purchase contracts between power generation companies and coal suppliers, and the abolition of national guidance of the
railway transportation capacity plan, and (2) the cancellation of the dual-track coal pricing system, effective from January
1, 2013. For a detailed discussion of the reform, see “Item 4 Information on the Company – B. Business overview
– Pricing policy”. There can be no assurance that such coal pricing reform will not adversely affect our results
of operation. In 2013, the PRC Government continued the reform in power industry. In July 2013, China National Energy
Administration issued the
Notice on Direct Purchases between Power End-users and Power Generation Companies
, which
officially implemented the direct purchases programs by large end-users. It is expected that the PRC Government will continue
to promote reform in the power industry during the “Twelfth Five-Year Plan” period. The further reform will not
only bring opportunities to the power industry but also intensify the competition which may adversely affect
our business.
We are effectively controlled by Huaneng Group and HIPDC,
whose interests may differ from those of our other shareholders
Huaneng Group, directly or through its wholly owned
subsidiaries, holds 15.26% of our total outstanding shares, and HIPDC directly holds 36.05% of our total outstanding shares. As
Huaneng Group is HIPDC’s parent company, they may exert effective control over us acting in concert. Their interests may
sometimes conflict with those of our other minority shareholders. There is no assurance that Huaneng Group and HIPDC will always
vote their shares, or direct the directors nominated by them to act in a way that will benefit our other minority shareholders.
Disruption in coal supply and its transportation as well
as increase in coal price may adversely affect the normal operation of our power plants
A substantial majority of our power
plants are fueled by coal. Prior to 2013, we obtained coal for our power plants through a combination of purchases pursuant
to the key contracts and purchases in the open market. Starting from 2013, the NDRC no longer issues inter-provincial
guidance of the railway transportation capacity plan and all key coal purchase contracts between power generation companies
and coal suppliers were terminated. The coal price will be determined based on free negotiation between power companies and
coal suppliers, and the amount of coal supply will be determined based on free negotiation between power companies and
railway authorities, which increases the uncertainty of the coal supply and the coal price and may adversely affect our
operations. To date, we have not experienced shutdowns or reduced electricity generation caused by inadequate coal supply or
transportation services, but there can be no assurance that, in the event of national coal supply shortfalls, our operations
will not be adversely affected.
In addition, our results of operations
are sensitive to the fluctuation of coal price. As a result of the termination of the key contracts, coal prices in PRC
fluctuated wildly in 2013. The Bohai-Rim Steam Coal Price Index (“BSPI”) decreased from RMB633/ton in the
beginning of 2013 to RMB530/ton in early October 2013, and increased again to RMB631/ton by the end of 2013. Overall, the
average coal price in PRC in 2013 decreased significantly, as compared to the price in 2012. However, there is no assurance
that coal prices will not increase in the future, and if the price does increase, there is no assurance that we will be able
to adjust our power tariff to pass on the increase in the coal price to our customers. Although the government has
established a coal-electricity price linkage mechanism to allow power generation companies to increase their power tariffs to
cope with the increase in the coal price, the implementation of the mechanism involves significant uncertainties. For a
detailed discussion of the coal-electricity price linkage mechanism, see “Item 4 Information on the Company – B.
Business overview – Pricing policy”.
Power plant development, acquisition and construction are
a complex and time-consuming process, the delay of which may negatively affect the implementation of our growth strategy
We develop, construct, manage and operate
large power plants. Our success depends upon our ability to secure all required PRC Government approvals, power sales and dispatch
agreements, construction contracts, fuel supply and transportation and electricity transmission arrangements. Delay or failure
to secure any of these could increase cost or delay or prevent commercial operation of the affected power plant. Although each
of our power plants in operation and the power plants under construction received all required PRC Government approvals in a timely
fashion, no assurances can be given that all the future projects will receive approvals in a timely fashion or at all. In addition,
due to national policies and related regulations promoting environment-friendly energy, the approval requirements and procedures
for thermal power plant are becoming increasingly stringent, which may negatively affect the approval process of our new projects
and therefore negatively affect the implementation of our growth strategy.
We have generally acted as, and intend to
continue to act as, the general contractor for the construction of our power plants. As with any major infrastructure construction
effort, the construction of a power plant involves many risks, including shortages of equipment, material and labor, labor disturbances,
accidents, inclement weather, unforeseen engineering, environmental, geological, delays and other problems and unanticipated cost
increases, any of which could give rise to delays or cost overruns. Construction delays may result in loss of revenues. Failure
to complete construction according to specifications may result in liabilities, decrease power plant efficiency, increase operating
costs and reduce earnings. Although the construction of each of our power plants was completed on or ahead of schedule and within
its budget, no assurance can be given that construction of future projects will be completed on schedule or within budget.
In addition, from time to time, we may acquire
existing power plants from HIPDC, Huaneng Group or other parties. The timing and the likelihood of the consummation of any such
acquisitions will depend, among other things, on our ability to obtain financing and relevant PRC Government approvals and to negotiate
relevant agreements for terms acceptable to us.
Substantial capital is required for investing in or acquiring
new power plants and failure to obtain capital on reasonable commercial terms will increase our finance cost and cause delay in
our expansion plans
An important component of our growth strategy
is to develop new power plants and acquire operating power plants and related development rights from HIPDC, Huaneng Group or other
companies on commercially reasonable terms. Our ability to arrange financing and the cost of such financing depend on numerous
factors, including general economic and capital market conditions, credit availability from banks or other lenders, investor confidence
in us and the continued success of our power plants. Although we have not been materially affected by inflation in the past, there
is no assurance that we would not be affected in the future. Since the beginning of 2013, the People’s Bank of China, or
PBOC, has adopted a stable but tightened monetary policy. The domestic capital market is generally balanced and liberalization
of interest rates is expected to accelerate. The interest bearing debts of the Company are mostly denominated in RMB. The interest
rates applicable to existing RMB loan contracts will be adjusted from time to time in accordance with the adjustment of benchmark
lending interest rates published by the PBOC, and the interest rates applicable to new RMB loan contracts will be determined based
on the benchmark lending interest rates published by the PBOC. The change of the benchmark lending interest rates published by
the PBOC will have direct impact on the borrowing costs of the Company. As a result, we may not be able to carry out our expansion
plans due to the failure to obtain financing or the increase of financing costs. Furthermore, although we have historically been
able to obtain financing on terms acceptable to us, there can be no assurance that financing for future power plant developments
and acquisitions will be available on terms acceptable to us or, in the event of an equity offering, that such offering will not
result in substantial dilution to existing shareholders.
Operation of power plants involves many risks and we may
not have enough insurance to cover the economic losses if any of our power plants’ ordinary operation is interrupted
The operation of power plants involves many
risks and hazards, including breakdown, failure or substandard performance of equipment, improper installation or operation of
equipment, labor disturbances, natural disasters, environmental hazards and industrial accidents. The occurrence of material operational
problems, including but not limited to the above events, may adversely affect the profitability of a power plant.
Our power plants in the PRC
currently maintain insurance coverage that is typical in the electric power industry in the PRC and in amounts that we
believe to be adequate. Such insurance, however, may not provide adequate coverage in certain circumstances. In particular,
in accordance with industry practice in the PRC, our power plants in the PRC do not generally maintain business interruption
insurance, or any third party liability insurance other than that included in construction all-risks insurance or
erection all-risks insurance to cover claims in respect of bodily injury or property or environment damage arising
from accidents on our property or relating to our operation. Although each of our power plants has a good record of safe
operation, there is no assurance that the afore-mentioned accidents will not occur in the future.
If the PRC Government adopts new and stricter environmental
laws and additional capital expenditure is required for complying with such laws, the operation of our power plants may be adversely
affected and we may be required to make more investment in compliance with these environmental laws
Most of our power plants, like all coal-fired
power plants, discharge pollutants into the environment. We are subject to central and local government environmental protection
laws and regulations, which currently impose base-level discharge fees for various polluting substances and graduated schedules
of fees for the discharge of waste substances. The amount of discharge fees shall be determined by the local environmental protection
authority based on the periodic inspection of the type and volume of pollution discharges. In addition, such environmental protection
laws and regulations also set up the goal for the overall control on the discharge volume of key polluting substances. These laws
and regulations impose fines for violations of laws, regulations or decrees and provide for the possible closure by the central
government or local government of any power plant which fails to comply with orders requiring it to cease or cure certain activities
causing environmental damage. In 2007, the PRC Government issued additional policies on discharge of polluting substances and on
desulphurization for coal-fired generating units. Certain provinces have raised the rates of waste disposal fees since 2008. In
2012, the new and more stringent standards on discharge of polluting substances by thermal power plants promulgated by the PRC
Government in 2011 came into effect, which also require newly commenced thermal power plants to equip all units with denitrification
facilities and all existing thermal power plants to be modified with denitrification facilities equipped on all units by the end
of 2015. In September 2013, the State Council issued the
Air Pollution Prevention Action Plan
, which sets higher anti-pollution
standards. Local governments promulgated relevant local regulations, many of which set even more stringent standards. Such stringent
standards, together with the increase in the discharge fees, will result in the increases in the environmental protection expenditure
and operating costs of power plants and may have adverse impact on our operating results.
We attach great importance to the environmental
related matters of our existing power plants and our power plants under construction. We have implemented a system that is designed
to control pollution caused by our power plants, including the establishment of an environmental protection office at each power
plant, adoption of relevant control and evaluation procedures and the installation of certain pollution control equipment. We believe
our environmental protection systems and facilities for the power plants are adequate for us to comply with applicable central
government and local government environmental protection laws and regulations. However, the PRC Government may impose new, stricter
laws and regulations on environmental protection, which may adversely affect our operations.
The PRC is a party to the Framework
Convention on Climate Change (“Climate Change Convention”), which is intended to limit or capture emissions of
“greenhouse” gases, such as carbon dioxide. Ceilings on such emissions could limit the production of electricity
from fossil fuels, particularly coal, or increase the costs of such production. At present, ceilings on the emissions of
“greenhouse” gases have not been assigned to developing countries under the Climate Change Convention. Therefore,
the Climate Change Convention would not have a major effect on the Company in the short term because the PRC as a developing
country is not obligated to reduce its emissions of “greenhouse” gases at present, and the PRC Government has not
adopted relevant control standards and policies. If the PRC were to agree to such ceilings, or otherwise reduce its reliance
on coal-fired power plants, our business prospects could be adversely affected.
Our business benefits from certain PRC Government tax incentives.
Expiration of, or changes to, the incentives could adversely affect our operating results
Prior to January 1, 2008, according to the
relevant income tax law, domestic enterprises were, in general, subject to statutory income tax of 33% (30% enterprise income tax
and 3% local income tax). If these enterprises are located in certain specified locations or cities, or are specifically approved
by State Administration of Taxation, a lower tax rate would be applied. Effective from January 1, 1999, in accordance with the
practice notes on the PRC income tax laws applicable to foreign invested enterprises investing in energy and transportation infrastructure
businesses, a reduced enterprise income tax rate of 15% (after the approval of State Administration of Taxation) was applicable
across the country. We applied this rule to all of our wholly owned operating power plants after obtaining the approval of State
Administration of Taxation. In addition, certain power plants were exempted from enterprise income tax for two years starting from
the first profit-making year, after offsetting all tax losses carried forward from the previous years (at most of five years),
followed by a 50% reduction of the applicable tax rate for the next three years. The statutory income tax was assessed individually
based on each of their results of operations.
On March 16, 2007, the Enterprise
Income Tax Law of PRC, or the New Enterprise Income Tax Law, was enacted, and became effective on January 1,
2008. The New Enterprise Income Tax Law imposes a uniform income tax rate of 25% for domestic enterprises and
foreign invested enterprises. Therefore, our power plants subject to a 33% income tax rate prior to January 1,
2008 are subject to a lower tax rate of 25% starting on January 1, 2008. With regard to our power plants entitled
to a reduced enterprise income tax rate of 15% prior to January 1, 2008, their effective tax rate gradually
increased to 25% within a five-year transition period commencing on January 1, 2008. Accordingly, the effective tax
rate of our wholly owned power plants has increased over time. In addition, although our power plants entitled to tax
exemption and reduction under the income tax laws and regulations that are effective prior to the New Enterprise Income
Tax Law will continue to enjoy such preferential treatments until the expiration of the same, newly established
power plants will not be able to benefit from such tax incentives, unless they can satisfy specific qualifications, if any,
provided by then effective laws and regulations on preferential tax treatment.
The increase of applicable income tax
rate and elimination of the preferential tax treatment with regard to certain of our power plants may adversely affect our financial
condition and results of operations. Moreover, our historical operating results may not be indicative of our operating results
for future periods as a result of the expiration of the tax benefits currently available to us.
In addition, according to the New Enterprise
Income Tax Law and its implementation rules, any dividends derived from the distributable profits accumulated from January 1, 2008
and paid to the shareholders who are non-resident enterprises in the PRC will be subject to the PRC withholding tax at the
rate of 10%. The withholding tax will be exempted if such dividends are derived from the distributable profits accumulated before
January 1, 2008. Under a notice issued by the State Administration of Taxation of the PRC on November 6, 2008, we are required
to withhold PRC income tax at the rate of 10% on annual dividends paid for 2008 and later years payable to our H Share investors
who are non-resident enterprises.
Fluctuations in exchange rates could have an adverse effect
on our results of operations and your investment
As a power producer operating mainly in
China, we collect most of our revenues in Renminbi and have to convert Renminbi into foreign currencies to (i) repay some of our
borrowings which are denominated in foreign currencies, (ii) purchase foreign made equipment and parts for repairs and maintenance,
(iii) purchase fuel from overseas suppliers, and (iv) pay out dividend to our overseas shareholders.
The value of the Renminbi against the U.S.
dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic
conditions. The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. On July
21, 2005, the PRC government introduced a floating exchange rate system to allow the value of Renminbi to fluctuate within a regulated
band based on market supply and demand and by reference to a basket of foreign currencies. Renminbi appreciated by more than 20%
againt the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange
rate between the Renminbi and the U.S. dollar remained within a narrow band. On June 19, 2010, the PBOC decided to further promote
the reform of the Renminbi exchange rate formation mechanism, and improve the flexibility of Renminbi exchange rate. Since June
2010, Renminbi has regained steady appreciation against the U.S. dollar, which was reversed by slight depreciation of Renminbi
against the U.S. dollar at the turn to and early 2014. On March 15, 2014, the PBOC announced to further widen Remninbi’s
daily trading band against U.S. dollar from 1% to 2% on either side of the daily reference rate, allowing for greater fluctuations
of the exchange rate. However, it is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange
rate between the Renminbi and the U.S. dollar in the future. There remains significant international pressure on the PRC Government
to further liberalize its currency policy, which could result in further fluctuations in the value of the Renminbi against the
U.S. dollar. However, there is no assurance that there will not be a devaluation of Renminbi in the future. If there is such devaluation,
our debt servicing cost will increase and the return to our overseas investors may decrease.
Our revenues from SinoSing Power Pte.
Ltd. (“SinoSing Power”) and its subsidiaries are collected in Singapore dollars. However, commencing from 2008,
the operating results of SinoSing Power and its subsidiaries were consolidated into our financial statements, which use
Renminbi as the presentation currency. As a result, we are exposed to foreign exchange fluctuations between Renminbi and the
Singapore dollar. Appreciation of Renminbi against the Singapore dollar may cause a foreign exchange loss upon conversion of
SinoSing Power and its subsidiaries’ operating results denominated in Singapore dollars into Renminbi, which may have
adverse impact on our operation results.
The audit report included in this annual report is prepared
by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits
of such inspection
Auditors of companies that are registered
with the U.S. Securities and Exchange Commission and traded publicly in the United States, including our independent registered
public accounting firm, must be registered with the U.S. Public Company Accounting Oversight Board (United States) (the “PCAOB”)
and are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the
laws of the United States and professional standards. Because we have substantial operations within the People’s Republic
of China and the PCAOB is currently unable to conduct inspections of the work of our auditors as it relates to those operations
without the approval of the Chinese authorities, our auditor’s work related to our operations in China is not currently inspected
by the PCAOB. In May 2013, PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with
the China Securities Regulatory Commission (“CSRC”) and the PRC Ministry of Finance, which establishes a cooperative
framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by PCAOB,
the CSRC or the PRC Ministry of Finance in the United States and the PRC, respectively. PCAOB continues to be in discussions with
the CSRC and the PRC Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with PCAOB and
audit Chinese companies that trade on U.S. exchanges.
This lack of PCAOB inspections of audit
work performed in China prevents the PCAOB from regularly evaluating audit work of any auditors that was performed in China including
that performed by our auditors. As a result, investors may be deprived of the full benefits of PCAOB inspections. Investors may
lose confidence in our reported financial information and procedures and the quality of our financial statements.
The Chinese member firm of the KPMG network, of which our
independent registered public accounting firm is also a member, may be temporarily suspended from practicing before the SEC. If
a delay in completion of our audit process occurs as a result, we could be unable to timely file certain reports with the SEC,
which may lead to the delisting of our stock
In the year ended December 31, 2013, the
majority of our business, assets and operations are located in China. Certain of our independent registered public accounting firm’s
audit documentation related to their audit reports included in this Report may be located in China, and certain audit procedures
take place within China’s borders. The PCAOB is currently unable to conduct inspections in China or review audit documentation
located within China without the approval of Chinese authorities. Like many companies with significant operations in China, our
independent registered public accounting firm may rely on a Chinese member firm for assistance in completing the audit work associated
with our operations in China.
On January 22, 2014, Judge Cameron Elliot,
an SEC administrative law judge, issued an initial decision suspending the Chinese member firms of the “Big Four” accounting
firms, including KPMG, from, among other things, practicing before the SEC for six months. The decision is not yet effective and
will only become effective when and if the SEC endorses it. If the decision goes into effect, the work of our auditors could be
delayed and it will be difficult for us to identify and engage other qualified independent auditors. A delay in the completion
of the audit process could delay the timely filing of our quarterly or annual reports with the SEC. A delinquency in our filings
with the SEC may result in NYSE initiating delisting procedures, which could have a material adverse effect on our results of operation
and financial condition.
Forward-looking information may prove inaccurate
This document contains certain forward-looking
statements and information relating to us that are based on the beliefs of our management as well as assumptions made by and information
currently available to our management. When used in this document, the words “anticipate,” “believe,” “estimate,”
“expect,” “going forward” and similar expressions, as they relate to us or our management, are intended
to identify forward-looking statement. Such statements reflect the current views of our management with respect to future events
and are subject to certain risks, uncertainties and assumptions, including the risk factors described in this document. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated or expected. We do not intend to update these forward-looking
statements.
Risks relating to doing business in the PRC
China’s economic, political and social conditions as
well as government policies could significantly affect our business
As of December 31, 2013, the majority of
our business, assets and operations are located in China. The economy of China differs from the economies of most developed countries
in many respects, including government involvement, level of development, economy growth rate, control of foreign exchange, and
allocation of resources.
The economy of China has been transitioning
from a planned economy to a more market-oriented economy. The PRC Government has implemented economic reform measures emphasizing
utilization of market forces in the development of the economy of China and a high level of management autonomy. Some of these
measures will benefit the overall economy of China, but may have a negative effect on us. For example, our operating results and
financial condition may be adversely affected by changes in taxation, changes in power tariff for our power plants, changes in
the usage and costs of State-controlled transportation services, and changes in State policies affecting the power industry.
Interpretation of PRC laws and regulations involves significant
uncertainties
The PRC legal system is based on written
statutes and their interpretation by the Supreme People’s Court. Prior court decisions may be cited for reference but have
limited value as precedents. Since 1979, the PRC Government has been developing a comprehensive system of commercial laws, and
considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment,
corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively
new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation
and enforcement of these laws and regulations involve significant uncertainties. In addition, as the PRC legal system develops,
we cannot assure that changes in such laws and regulations, and their interpretation or their enforcement will not have a material
adverse effect on our business operations.
We are subject to certain PRC regulations
governing PRC companies that are listed overseas. These regulations contain certain provisions that are required to be included
in the articles of association of these PRC companies and are intended to regulate the internal affairs of these companies. The
PRC Company Law and these regulations, in general, and the provisions for protection of shareholders’ rights and access to
information, in particular, are less developed than those applicable to companies incorporated in Hong Kong, the US, the UK and
other developed countries or regions. Such limited investor protections are compensated for, to a certain extent, by the Mandatory
Provisions for the Articles of Association of Companies to be Listed Overseas and certain additional requirements that are imposed
by the Listing Rules of The Hong Kong Stock Exchange with a view to reduce the magnitude of differences between the Hong Kong Company
Law and PRC Company Law. The articles of association of all PRC companies listed in Hong Kong must incorporate such Mandatory Provisions
and these additional requirements. Although our Articles of Association have incorporated such provisions and requirements, there
can be no assurance that our shareholders will enjoy protections to which they may be entitled in other jurisdictions.
Risks relating to our operations in Singapore
Our operations in Singapore are subject
to a number of risks, including, among others, risks relating to electricity pricing, dispatching, fuel supply, project development,
capital expenditure, environmental regulations, government policies, and Singapore’s economic, political and social conditions.
Any of these risks could materially and adversely affect our business, prospects, financial condition and results of operations.
Fluctuation in demand and intensified competition may adversely
affect Tuas Power’s business and results of operations.
Our operations in Singapore depend on market
demand and are subject to competition. Overall power system demand grew by close to 3% in 2013 over 2012. The future growth is
highly dependent on sustained recovery in the Singapore and global economies. The liberalization of Singapore’s power
market and the further deregulation of its power industry have resulted in more intense competition among the power generation
companies in Singapore. Tuas Power Group, or Tuas Power, one of our wholly owned business units, is one of the three largest power
generation companies in Singapore. If Tuas Power is unable to compete successfully against other power generation companies in
Singapore, its business, prospects, financial condition and results of operations may be adversely affected. Existing incumbents,
including Tuas Power Generation Pte Ltd (“TPG”), and new entrants have embarked on repowering and new-build capacities
in line with the planned development of Singapore’s first Liquefied Natural Gas (“LNG”) Regasification Terminal.
In 2013, about 2,000MW of new gas-fired generating capacity has progressively started competing in the Singapore market. Another
800MW of new capacity is under construction and is expected to come online within the next two years.
Following the introduction of LNG into the
Singapore Market and the additional generating capacities facilitated by the Energy Market Authortiy’s (the “EMA”)
LNG Vesting Scheme, the electricity market has turned from a gas-constrained market in the last few years to one that is oversupplied.
This is expected to have negative impact on prices until the excess capacity is absorbed by increase in demand.
TP Utilities Pte Ltd
(“TPU”), an entity in Tuas Power Group, sells utilities, such as steam, industrial water and demineralized water
to industrial customers for their direct consumption. The timing for those potential investors to site their premises is
uncertain due to economic situations. The demand of the utilities by these customers may vary as well. Therefore, it is
necessary for TPU to understand the customers’ demand and timing to arrive at a demand projection. The facilities will
be developed in stages and/or in modules to provide sufficient capacity matching the demand. Customers are required to pay
minimum capacity payment charges to mitigate the demand risk.
Regulatory changes of the vesting regime in Singapore could
expose Tuas Power to electricity price volatility and adversely affect its business and results of operations
Tuas Power derives its revenue mainly
from sale of electricity to the National Electricity Market of Singapore (the “NEMS”) through a bidding process
and vesting contracts under which a significant portion of power sales is predetermined by the EMA. The vesting contract
regime in Singapore is targeted at mitigation of market power in the wholesale electricity spot market. The regime achieves
this objective by assigning a quantity of vesting contracts to generating companies, thereby limiting their incentives to
exercise whatever level of market power they may possess. Vesting contracts are a form of bilateral contract imposed/vested
on the major power generation companies in Singapore. Vesting contract price is set by the EMA, which is Singapore’s
power market regulator. Vesting contract price is set at the long run marginal cost of the most efficient base-loaded
technology plant employed in Singapore and is reviewed every two years. On a quarterly basis, the EMA allows for the vesting
contract price to be adjusted to account for inflation and changes in fuel prices. Such a mechanism helps protect the profit
margins of the power generating companies in the Singapore market, such as Tuas Power, to a large degree. The quantity of
each power generation company’s capacity reserved for vesting contracts depends on the proportion of such power
generation company’s capacity to the total capacity in the NEMS system. The contract quantity and price
are recalculated every three months. For the period from January 1, 2013 to December 31, 2013, power sold through
vesting contracts represented approximately 54% of Tuas Power’s total power sold. As an important governmental policy
in Singapore’s power market, vesting contracts may continue as long as the EMA considers that high market concentration
persists and that power generation companies may potentially exercise their market power. The biennial review carried out in
2012 saw vesting contract levels reduced in 2014 in view of increased competition from new plants being built by players
other than the dominant generating companies.
The fuel cost of Tuas Power is exposed to volatility of international
fuel price and foreign currency risk
The fuel for Tuas Power consists of natural
gas, coal, biomass, fuel oil and diesel oil. Since the procurement price of natural gas is closely linked to oil price and the
procurement price of coal and biomass is linked to a coal index, the fuel cost of Tuas Power is exposed to the volatility of international
oil and coal prices. In addition, the commitments for the purchase of fuel are denominated in U.S. dollars, which further
exposes Tuas Power to foreign currency risk. Any increase in fuel price and/or appreciation of the U.S. dollar against the Singapore
dollar will translate into an increase in fuel cost for Tuas Power. Part of this increase can be passed through electricity sale
contracts and utilities sale contracts, while fuel and foreign exchange hedging strategies done appropriately will mitigate the
impact of such increase. No assurance can be given that such increase will not adversely affect results of its operation. Tuas
Power is highly dependent upon the import of gas via pipelines from Indonesia. Any disruption of such supply would impact the normal
operation of Tuas Power significantly. Although Tuas Power has further contracted to buy LNG for its incremental needs in the future,
there can be no assurance that, in the event of fuel supply shortfalls, Tuas Power’s operations will not be adversely affected.
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ITEM 4
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Information on the Company
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A.
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History and development of the Company
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Our legal and commercial name is Huaneng
Power International, Inc. Our head office is at Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, People’s
Republic of China and our telephone number is (8610) 63226999. We were established in June 1994 as a company limited by shares
organized under the laws of the People’s Republic of China.
On April 19, 2006, we carried out the
reform to convert all non-tradable domestic shares to tradable domestic shares. According to the reform plan, Huaneng Group
and HIPDC offered three shares to each holder of A Shares for every ten shares held by them. The total number of shares
offered in connection with the reform was 150,000,000 shares. As a result, all non-tradable domestic shares were permitted to
be listed on the stock exchange for trading with certain selling restrictions. The period of selling restrictions is sixty
months for the non-tradable shares held by Huaneng Group and HIPDC, and one year for most non-tradable shares held by others
starting from April 19, 2006. All such selling restrictions were released by April 19, 2011. The reform did not affect
the rights of shareholders of our overseas listed foreign shares.
In 2010, we increased our share capital
through non-public issuances of new shares, including A shares and H shares. With the approval from shareholders and relevant PRC
governmental authorities, we were authorized to issue (i) not exceeding 1,500 million new A shares by way of placement to not more
than 10 designated investors including Huaneng Group, which would subscribe for no more than 500 million new A shares, and (ii)
no more than 500 million new H Shares to China Hua Neng Hong Kong Company Limited (“Hua Neng HK”). On December 23,
2010, we completed the non-public issuance of 1,500 million new A shares (ordinary shares with a par value of RMB1 per share) to
10 designated investors, including Huaneng Group, at the issuance price of RMB5.57 per share. The shares subscribed by Huaneng
Group are subject to a lock-up period of 36 months, and the shares subscribed by other designated investors are subject to a lock-up
period of 12 months. On December 28, 2010, we completed the placement of 500 million H shares (ordinary shares with a par value
of RMB1 per share) to Hua Neng HK at the subscription price of HK$4.73 per share. After these non-public issuances, we have a total
share capital of approximately 14.06 billion shares.
On December 31, 2009, we entered into an
equity transfer contract with Shandong Electric Power Corporation (“Shandong Power”) and Shandong Luneng Development
Group Company Limited (“Luneng Development”) to acquire various interests and preliminary stage projects in nine entities.
As of December 31, 2010, the operating results of four of the nine entities were consolidated into ours. In 2011, we completed
the acquisition and the operating results of all the nine entities were consolidated into ours.
On January 4, 2011, we entered into an equity
transfer agreement relating to the acquisition of Fushun Suzihe Hydropower Development Company Limited (“Fushun Suzihe Hydropower”)
with its existing shareholders, pursuant to which we agreed to acquire the entire equity interest in Fushun Suzihe Hydropower with
an aggregate consideration of RMB50 million. Fushun Suzihe Hydropower has a planned hydropower capacity of 37.5 MW (3 x 12.5 MW). In September 2012, unit I of Suzihe Hydropower passed
trial run.
On June 29, 2011, we entered into an equity
transfer agreement relating to the transfer of Huaneng Jilin Biological Power Generation Limited Company (“Jilin Biological”)
with Huaneng Jilin Power Generation Co., Ltd. and Huaneng Group, pursuant to which we agreed to transfer the entire equity interest
in Jilin Biological with an aggregate consideration of approximately RMB106 million.
On August 9, 2011, we entered into a capital
increase agreement with China Huaneng Finance Limited Liability Company (“Huaneng Finance”), pursuant to which we subscribed
for its own part of the newly increased registered capital of Huaneng Finance for a consideration of RMB600 million. The equity
interest held by us in Huaneng Finance remains unchanged, representing 20% of the equity interests of Huaneng Finance.
On October 25, 2011, we entered into a capital
increase agreement with Huaneng Group, GreenGen Co., Ltd. (“GreenGen”) and Tianjin Jinneng Investment Company (“Tianjin
Jinneng”), pursuant to which our Company made a capital contribution of RMB264 million to the registered capital of
Huaneng (Tianjin) Coal Gasification Power Generation Co., Ltd., which was jointly funded by GreenGen and Tianjin Jinneng immediately
prior to the capital increase. We hold 35.97% of the equity interests in Coal Gasification Co after the completion of the capital
increase.
On January 11, 2013, we entered into an
equity transfer agreement with Huaneng Group, pursuant to which we agreed to acquire a 50% interest in China Huaneng Group Fuel
Co., Ltd. (“Fuel Company”) from Huaneng Group for a consideration of approximately RMB108 million. On the same day,
we entered into a capital increase agreement with Huaneng Group and the Fuel Company, pursuant to which we agreed to make a capital
injection of RMB1.4 billion into the Fuel Company after the completion of the acquisition.
As resolved at the 2010 annual general meeting
held on May 17, 2011, our Company has been given a mandate to issue within the PRC short-term notes of a principal amount not exceeding
RMB10 billion (in either one or multiple tranches) within 12 months from the date on which the shareholders’ approval was
obtained. On September 19, 2011, we issued one tranche of short-term notes in the amount of RMB5 billion with a maturity period
of 366 days, a unit face value of RMB100 and an interest rate of 6.04%. On April 17, 2012, we issued a second tranche of short-term
notes in the amount of RMB5 billion with a maturity period of 365 days, a unit face value of RMB100 and an interest rate of 4.41%.
As resolved at the 2010 annual general meeting
held on May 17, 2011, our Company has been given a mandate to apply to the competent authority for a quota of the non-public issuance
of debt financing instruments with a principal amount not exceeding RMB10 billion within 12 months from the date of obtaining an
approval at the general meeting (to be issued within such period on a rolling basis). On September 8, 2011, we received the approval
from the competent authority. On November 7, 2011, we completed the issuance of the first tranche of non-public issuance of debt
financing instruments in the amount of RMB5 billion with a maturity period of 5 years, a unit face value of RMB100 and an interest
rate of 5.74%. On January 5, 2012, we completed the issuance of the second tranche of the non-public issuance of debt financing
instruments in the amount of RMB5 billion with a maturity period of 3 years, a unit face value of RMB100 and an interest rate of
5.24%. On June 4, 2013, we completed the issuance of the third tranche of non-public issuance of debt financing instruments in
the amount of RMB5 billion with a maturity period of 3 years and an interest rate of 4.82%.
As resolved at the 2010 annual general meeting
on May 17, 2011, our Company has been given a mandate to apply to the National Association of Financial Market Institutional Investors
for a quota to issue super short-term debentures of a principal amount not exceeding RMB20 billion. On May 9, 2012, we received
a notification on acceptance of registration from the National Association of Financial Market Institutional Investors, accepting
the registration of our super short-term debentures. On June 5, 2012, July 10, 2012, August 17, 2012 and September 13, 2012, respectively,
we issued four tranches of the super short-term debentures, each in the amount of RMB5 billion with a maturity period of 270 days,
a unit face value of RMB100 and an interest rate of 3.35%, 3.32%, 3.70% and 3.99%, respectively.
As resolved at the 2011 annual general meeting
on June 12, 2012, our Company has been given a mandate to issue within the PRC short-term notes of a principal amount not exceeding
RMB15 billion within 12 months from the date on which the shareholders’ approval was obtained. On November 6, 2012, we issued
the first tranche of the short-term notes in the amount of RMB5 billion with a maturity period of 365 days, a unit face value of
RMB100 and an interest rate of 4.42%. On December 7, 2012, we issued the second tranche of the short-term notes in the amount of
RMB5 billion with a maturity period of 365 days, a unit face value of RMB100 and an interest rate of 4.58%.
As resolved at the 2010 Annual General Meeting
on May 17, 2011, our Company has been given a mandate to issue in one or multiple tranches financing instruments of RMB-denominated
debt instruments of a principal amount up to RMB5 billion in or outside PRC within 12 months from the date of approval at the general
meeting. On April 19, 2012, we received an approval regarding the issuance of RMB-denominated debt instruments in Hong Kong in
the sum of RMB5 billion issued by the NDRC, approving our Company to issue the RMB-denominated debt instruments in Hong Kong in
an aggregate amount of up to RMB5 billion, with an effective period of one year from the date of approval. On January 30, 2013,
our Company and the managers entered into a subscription agreement in relation to the proposed issuance of RMB1.5 billion bonds
due 2016 with an interest rate of 3.85% (“RMB Bonds”). The RMB Bonds are listed and traded on the Hong Kong Stock Exchange
effective from February 5, 2013.
As resolved at the 2011 annual general meeting
on June 12, 2012, our Company has been given a mandate to apply to the National Association of Financial Market Institutional Investors
for a quota to issue super short-term notes with a principal amount not exceeding RMB30 billion on a rolling basis. On January
29, 2013, we received a Notification on Acceptance of Registration from the National Association of Financial Market Institutional
Investors, accepting the registration of the super short-term notes. On February 27, 2013, we issued the first tranche of the super
short-term notes in the amount of RMB5 billion with a maturity period of 270 days, a unit face value of RMB100 and an interest
rate of 3.80%. On April 3, 2013, we issued the second tranche of the super short-term notes in the amount of RMB5 billion with
a maturity period of 270 days, a unit face value is RMB100 and an interest rate of 3.90%. On May 5, 2013, we issued the third tranche
of the super short-term notes in the amount of RMB5 billion with a maturity period of 270 days, a unit face value is RMB100 and
an interest rate of 3.80%. On December 17, 2013, we issued the second tranche of the super short-term notes in the amount of RMB5
billion with a maturity period of 270 days, a unit face value is RMB100 and an interest rate of 5.70%.
As resolved at the 2012 annual general meeting
on June 19, 2013, our Company has been given a mandate to issue within the PRC in one or multiple transches short-term notes of
a principal amount not exceeding RMB 15 billion within 24 months of approval by the general shareholders’ meeting. On November
11, 2013, we issued unsecured short-term notes at principal amount of RMB5 billion and nominal annual interest rate of 5.25% .
The notes are denominated in RMB, issued at par value, and will mature in 365 days from issuance.
See “Item 5 Operating and
Financial Review and Prospects – Liquidity and Cash Resources” for a description of our principal capital
expenditures since the beginning of the last three financial years.
We are one of the China’s largest
independent power producers. As of March 31, 2014, we had controlling generating capacity of 66,795 MW, and a total generating
capacity of 59,993 MW on an equity basis.
Operations in China
We are engaged in developing, constructing,
operating and managing power plants throughout China. Our domestic power plants are located in 19 provinces, provincial-level municipalities
and autonomous regions. We also have a wholly owned power company in Singapore.
In 2013, we made new progress in
many aspects, including power generation, operation, energy saving and environmental protection, management improvement, and
project development. In respect of domestic business, we overcame difficulties posed by intensified competition in the
electricity market, strived to explore markets, increased power generation, adjusted fuel procurement strategy, and fostered
strict control over fuel costs, thereby delivering record-high operating results. Concurrently, we managed to fulfill the
duties of providing sufficient, reliable and green energy to the society.
In 2013, new generating units
with a total installed capacity of 4,009 MW were put into operation. In 2013, our total domestic power generation from all operating
power plants on a consolidated basis amounted to 317.481 billion kWh, representing a 4.98% increase from 2012. The annual average
utilization hours of our thermal generating units reached 5,089 hours, 77 hours above the average rate of the thermal generating
units in China. Our fuel cost per unit of power sold by domestic power plants decreased by 12.5% from the previous year to RMB218.6
per MWh.
We believe our significant capability in
the development and construction of power projects, as exemplified in the completion of our projects under construction ahead of
schedule, and our experience gained in the successful acquisitions of power assets in recent years will enable us to take full
advantage of the opportunities presented in China’s power market.
With respect to the acquisition or development
of any project, we will consider, among other factors, changes in power market conditions, and adhere to prudent commercial principles
in the evaluation of the feasibility of the project. In addition to business development strategies, we will continue to work on
our profit enhancement through relentlessly strengthening cost control, especially in respect of fuel costs and construction costs,
so as to hedge against fluctuations in fuel price and increase competitiveness in the power market.
Operations in Singapore
Tuas Power, one of our wholly owned
business units, operates in Singapore and is engaged in the business of generation, wholesale and retail of power and other
relating utilities. Tuas Power is comprised of Tuas Power Ltd (“TPL”), the investment holding company, and seven
subsidiaries. Among those subsidiaries, TPG is the electricity generation company that owns 100% of Tuas Power Supply
Pte Ltd (“TPS”), which is the retail arm of TPG. TPG has brought online a new combined cycle plant (“CCP”), and
entered into a long-term LNG sales agreement with BG Singapore Gas Marketing Pte Ltd for the new CCP. This will allow TPG to
maintain its competitive positioning in the Singapore electricity market as well as improve its cost structure and further
diversify its fuel sources. Separately, TPU is engaged in the business of production and supply of utilities to industrial
customers at Tembusu, Jurong Island in Singapore, as well as the generation of electricity dispatched to the electricity
wholesale market. We have consolidated Tuas Power’s results of operations since March 2008. The total assets and
revenue of Singapore operations represented approximately 11% and 11%, respectively, of our total assets and revenue as of
and for the year ended December 31, 2013. In 2013, the power generated by Tuas Power in Singapore accounted for 20.63% of the
total power generated in Singapore, representing a decrease of 4.61% from 2012.
Development of power plants
The process of identifying potential sites
for power plants, obtaining government approvals, completing construction and commencing commercial operations is usually lengthy.
However, because of our significant experience in developing and constructing power plants, we have been able to identify promising
power plant projects and to obtain all required PRC Government approvals in a timely manner.
Opportunity identification and feasibility study
We initially identify an area in which additional
electric power is needed by determining its existing installed capacity and projected demand for electric power. The initial assessment
of a proposed power plant involves a preliminary feasibility study. The feasibility study examines the proposed power plant’s
land use requirements, access to a power grid, fuel supply arrangements, availability of water, local requirements for permits
and licenses and the ability of potential customers to afford the proposed power tariff. To determine projected demand, factors
such as economic growth, population growth and industrial expansion are used. To gauge the expected supply of electricity, the
capacities of existing plants and plants under construction or development are studied.
Approval process
Prior to July 2004, any
project proposal and supporting documents for new power plants had to first be submitted to the NDRC for approval and then be
submitted to the State Council. In July 2004, the State Council of the PRC reformed the fixed asset investment regulatory
system in China. Under the new system, new projects in the electric power industry that do not use government funds will no
longer be subject to the examination and approval procedure. Instead, they will only be subject to a confirmation and
registration process. Coal-fired projects will be subject to confirmation by the NDRC. Wind power projects with installed
capacity of 50 MW or above shall be subject to confirmation and registration with the relevant department of the central
government, while wind power projects with installed capacity lower than 50 MW shall be subject to confirmation and
registration with relevant local government departments. Wind power projects confirmed by local government departments at
provincial level shall also be filed with the NDRC and China National Energy Administration.
Joint venture power projects are subject
to additional governmental approvals. Approval by Ministry of Commerce is also required when foreign investment is involved.
In January 2007, the Office of the National
Energy Leading Group and the NDRC, with the approval of the State Council, jointly issued the opinions to accelerate shutdowns of
small coal-fired generating units. Power generation companies are encouraged to close small coal-fired generating units and replace
them with newly built large units, and their new projects may be granted priority in the confirmation and registration process
on the basis of their proactive implementation of the opinions.
Permits and contracts
In developing a new power plant, we and
third parties are required to obtain permits before commencement of the project. Such permits include operating licenses and similar
approvals related to plant site, land use, construction, and environment. To encourage the cooperation and support of the local
governments of the localities of the power plants, it has been and will be our policy to seek investment in such power plants by
the relevant local governments.
Power plant construction
We have generally acted as the general contractor
for the construction of our power plants. Equipment procurement and installation, site preparation and civil works are subcontracted
to domestic and foreign subcontractors through a competitive bidding process. All of our power plants were completed on or ahead
of schedule, enabling certain units to enter service and begin generating income earlier than the estimated in-service date.
Import duties
China’s general import-tariff level
has been declining since China acceded to the WTO in November 2001. China’s average import-tariff rate was reduced annually
from 15.3% in 2001 to 9.9% in 2005 and 2006. Starting from January 1, 2007, the average import-tariff rate was further reduced
to 9.8%. In general, China’s accession to WTO continues to bring its import-tariff to a level consistent with the average
level of all other WTO members. Under the relevant PRC laws and regulations, foreign invested enterprises (“FIE”),
will be entitled to import duty exemption in respect of self-use imported equipment and raw materials for investment projects that
fall into the encouraged category under the Catalogue for the Guidance of Foreign Investment Industries (the “Catalogue”).
Pursuant to the current Catalogue effective on January 30, 2012, construction and operation of power stations using integrated
gasification combined cycle, circulating fluidized bed with a generating capacity of 300MW or above, pressurized fluided bed combustor
with a generating capacity of 100MW or above and other clean combustion technologies belong to the category of encouraged projects.
Therefore, our construction projects that meet the conditions for encouraged projects under the current catalogue are eligible
for import-duty exemption for imported generating units.
Pursuant to the Interim Rules to Promote
Structural Adjustment of Industries issued in December 2005 and Guidance Catalogue for Structural Adjustment of Industries effective
on June 1, 2011, our power plants construction projects with independent legal person status belonging to an encouraged category
of investments are eligible for exemption from import duty and related value-added tax with regard to the imported equipments used
in such projects, subject to the approval of the relevant government authorities.
Plant start-up and operation
We have historically operated and intend
to continue to operate our power plants. Our power plants have established management structures based on modern management techniques.
We select the superintendent for a new power plant from the senior management of our operating plants early in the construction
phase of the new plant, invest in the training of operational personnel, adopt various management techniques that improve efficiency
and structure its plant bonus program to reward efficient and cost-effective operation of the plant in order to ensure the safety,
stability and high level of availability of each power plant. Our senior management meets several times a year with the superintendents
of the power plants as a group, fostering a team approach to operations, and conducts annual plant performance reviews with the
appropriate superintendent, during which opportunities to enhance the power plant’s performance and profitability are evaluated.
After a coal-fired generating unit is constructed,
the contractor tests its installation and systems. Following such tests, the contractor puts the unit through a continuous 168-hour
trial run at full load. After successfully passing the continuous 168-hour test and obtaining approval from the local governments,
the unit may commence its commercial operation. Trial run of a wind power project consists of two phases: (i) trial run of single
wind power generating unit and (ii) trial run of the entire wind power project as a whole. After successfully passing the trial
run, the wind power project may commence its commercial operation.
Development of Power Plants in Singapore
The Singapore electricity industry had traditionally
been vertically integrated and owned by the government. Since 1995, steps have been taken to liberalize the power industry, including
the incorporation of the Public Utilities Board (“PUB”) in 1995, establishment of Singapore Electricity Pool (“SEP”)
in 1998, formation of Energy Market Authority (“EMA”) in 2001, and the evolvement of the SEP into the New Electricity
Market of Singapore (“NEMS”) in 2003. The EMA is a statutory body responsible for the economic, technical and competition
regulation of the gas and electricity industry in Singapore. In carrying out its functions as the regulator of the power sector,
EMA is empowered under the Electricity Act to issue and enforce licenses, codes of practices and performance standards. Energy
Market Company Pte Ltd. (the “EMC”), a subsidiary of the EMA, is the market company licensed to operate the wholesale
market, or the NEMS.
In Singapore, a company is required to hold
a generation license issued by the EMA if it generates electricity by means of one or more generating units with capacity of 10
MW or above. If connected to the power grid, the generating unit(s) must be registered with the EMC and will have to compete with
other power generation companies to secure dispatch in the NEMS.
To ensure adequate electricity supply in
Singapore, the EMA targets a minimum reserve margin (the excess of generating capacity over peak electricity demand) of 30% based
on a loss of load probability (a measure of the probability that a system demand will exceed capacity during a given period, often
expressed as the estimated number of days over a year) of three days per year. The 30% required reserve margin is to cater for
scheduled maintenance as well as forced outages of generating units in the system. If the reserve margin falls below the required
30% due to demand growth and/or plant retirements, it would be an indication that new generation investments in generation units
are needed to maintain system security.
The EMA intends to keep the increase and
decrease in generating capacity commercially driven as far as practicable. As a precaution against the risk of insufficient
generating capacity in the system to maintain system security, the EMA has planned to put in place a capacity assurance scheme
to incentivize new generation planting in case new generating capacity that is required to maintain system security is not forthcoming
from the market.
By most measures of market power, the Singapore
market is highly concentrated, as the three largest power generation companies account for approximately 70% of total power capacity.
It is therefore unlikely that the EMA will allow the three largest power generation companies to increase their licensed capacity
and these generation companies will have to rely on the optimization of their existing capacity within license cap to improve efficiency
and forestall new entry.
New entrants as well as existing competitors
have invested in new generating capacity or repowering of existing plants to take advantage of the LNG Vesting Scheme. This will
impact the market negatively as these new capacities compete for market share as well as to avoid the take-or-pay penalties arising
out of an oversupplied market.
We are in the process of developing
the Tembusu multi-utilities complex (the “TMUC”) in Singapore. The TMUC is expected to consist of a co-generation
plant, a desalination plant and a wastewater treatment facility, with a total installed capacity of 165 MW. The complex will
be developed in multiple phases in order to meet customers’ demand. Phase 1 consists of 1 x 450 t/h coal-biomass
co-fired circulated fluidized bed boiler, 2 x 200 t/h diesel/natural gas fired boilers and 1 x 101MW steam turbine-generator,
and other components of the plant. Phase 1 commenced operation in March 2013. Phase 2A consists of 1 x 450 t/h coal-biomass
co-fired circulated fluidized bed boiler, 1 x 200 t/h diesel/natural gas fired boiler and 1 x 32MW steam turbine-generator,
and other components of plant. The construction work for Phase 2A is in progress and scheduled to be completed by the second
quarter of 2014. TPL owns 100% equity interest in this project.
Pricing policy
Prior to April 2001, the on-grid tariffs
for our planned output were designed to enable us to recover all operating and debt servicing costs and to earn a fixed rate of
return. Since April 2001, however, the PRC Government has gradually implemented a new on-grid tariff-setting mechanism
based on the operating terms of power plants as well as the average costs of comparable power plants.
On July 3, 2003, the State Council approved
the tariff reform plan and made it clear that the long-term objective of the reform is to establish a standardized and transparent
tariff-setting mechanism.
Pursuant to the NDRC circular issued in
June 2004, on-grid tariffs for newly built power generating units commencing operation from June 2004 should be set on the basis
of the average cost of comparable units adding tax and reasonable return in the regional grid. It provides challenges and incentives
for power generation companies to control costs for building new generating units.
On March 28, 2005, the NDRC issued the Interim
Measures on Regulation of On-grid Tariff, the Interim Measures on Regulation of Transmission and Distribution Tariff, and the Interim
Measures on Regulation of End-user Tariff, or collectively the “Interim Measures”, to provide guidance for the reform of tariff-setting
mechanism in the transition period. Under the Interim Measures, tariff is classified into on-grid tariff, transmission and distribution
tariff and end-user tariff. Transmission and distribution tariff will be instituted by the government. End-user tariff will be
based on on-grid tariff and transmission and distribution tariff. The government is responsible to regulate and supervise power
tariffs in light of the principles of efficiency, incentives, and investment encouragement and taking into consideration of affordability.
In December 2004, the NDRC
proposed and the State Council approved the establishment of a linkage mechanism between coal and power prices, pursuant to
which, the NDRC may adjust power tariffs if the change of the average coal price reaches 5% within a period of six months
compared with the preceding same period. The change in a period, if less than 5%, will be carried forward to the future
periods until the accumulated amounts reach 5%. With a target to encourage power generation companies to reduce cost and
improve efficiency, only around 70% of coal price increases will be allowed to pass to end-users through an increase of power
tariffs, and power generation companies will bear the remaining 30%. In May 2005, the NDRC activated the coal-electricity
price linkage mechanism for the first time to increase on-grid tariffs and end-user tariffs in the northeastern region,
central region, eastern region, northwestern region and southern region. We accordingly increased the on-grid tariffs of our
power plants in the northeastern region, central region, eastern region and northwestern region on May 1, 2005 and in the
southern region on July 15, 2005. In June 2006, the coal-electricity price linkage mechanism was reactivated by the NDRC to
increase on-grid tariffs and end-user tariffs in the northeastern region, central region, eastern region, northwestern region
and southern region. We accordingly increased the on-grid tariffs of most of our power plants in the same regions on June 30,
2006.
In May 2007, NDRC and the State
Environment Protection Administration jointly promulgated Interim Administrative Measures on Electricity Price of Coal-fired
Generating Units installed with Desulphurization Facilities and the Operations of Such Facilities, which provided that a
premium for desulphurization may be charged on the price of the electricity generated by generating units installed with
desulphurization facilities on and from the date on which such desulphurization facilities are tested and accepted by a
relevant environment protection regulator. Such pricing policy is also applicable to the old generating units which are
installed with desulphurization facilities. The new measures are more stringent on the regulation of the coal-fired power
plants with desulphurization facilities, setting forth the categories under which the price including a desulphurization
premium will be offset or otherwise penalized based on the ratio of utilization of the relevant desulphurization facilities
on an annual basis. As of December 31, 2013, all of our existing coal-fired generating units have installed and operated the
desulphurization facilities and enjoyed the desulphurization premium.
In June 2008, NDRC issued
Notice of Raising
the Power Tariff
, pursuant to which, the power tariff in provincial grids nationwide was increased by an average of RMB0.025
per kWh. In August 2008, NDRC issued
Notice of Raising the On-grid Tariffs of the Thermal Power Plants
, pursuant to which,
the on-grid tariff of thermal power plants, including plants fueled by coal, oil, gas and co-generation, was increased by an average
of RMB0.02 per kWh.
On February 25, 2009, NDRC, SERC and
China National Energy Administration jointly promulgated the
Notice regarding Cleaning up the Concessional Tariff
Scheme,
pursuant to which, (i) the concessional tariff scheme at the local level is banned, and (ii) certain measures,
such as direct purchase by large end-users and adopting peak and off-peak power pricing policy, will be carried out to reduce
enterprises’ power cost. In addition, the notice emphasizes the supervision and inspection over the setting of power
tariffs. On October 11, 2009, in order to promote a fair market condition and the optimization of electric power resources,
NDRC, SERC and China National Energy Administration jointly promulgated the
Circular on Regulating the Administration of
Electric Power Transaction Tariff
to regulate the tariff-setting mechanism for the on-grid tariff, transmission and
distribution tariff and end-user tariff and clean up the local preferential power tariffs provided to high energy consumption
companies. Pursuant to a notice issued by NDRC, with effect from November 20, 2009, certain adjustments on the on-grids
tariffs have been made in various regions of China in order to resolve the inconsistencies in tariffs, rationalize the tariff
structure and promote the development of renewable energy.
In 2010, the PRC Government started to implement
the direct power purchase policy. As of December 31, 2013, some of the provinces where we operate power plants are approved by
the NDRC to implement the direct power purchase by large power end-users. In addition, during 2010 SERC issued several circulars
and notices to regulate the trans-provincial and interregional transaction of power and/or power generation right, in which the
power purchase price shall be freely determined by negotiation through market pricing mechanism. In December 2012, SERC issued
another circular to further regulate the trans-provincial and interregional transaction of power and/or power generation right.
In May 2011, NDRC issued a notice,
increasing the on-grid tariffs of thermal power plants to partially compensate the increased costs incurred by thermal
power plants resulting from increases in coal prices. Different adjustments on tariffs were made in
different provinces. In November 2011, PRC Government made further nationwide adjustments on power tariffs, including an
average of RMB0.026 per kWh increase in on-grid tariff for thermal power plants. In December 2012, NDRC issued a
notice, which provided that, from January 1, 2013, NDRC would provide a RMB0.008 per kWh denitrification premium for all
coal-fired generating units equipped with denitrification facilities that are inspected and accepted by authorized
national or provincial authority.
In March 2012, the PRC
Government issued a notice, which mandated the confirmation method for the power generation projects, subsidy standards and
fund appropriation standards relating to the application for subsidy for renewable energy power price of power
generation projects. In December 2012, the PRC Government issued the
Notice on the Guidelines of Enhancing the Reform
of Marketization of Coal Used for Power Generation
to further reform the coal pricing mechanism. Effective January 1,
2013, all key coal purchase contracts between power generation companies and coal suppliers were terminated and contracts are
directly negotiated between power generation companies and coal suppliers without the interference of local governments.
According to the notice, the NDRC will no longer issue inter-provincial guidance on the railway transportation capacity plan.
In addition, the dual-track coal pricing system, which included the government regulated mandatory annual contract pricing
and spot market prices for the remaining coal production output of each coal supplier, was abolished due to the narrowing gap
between the government regulated coal contract price and the spot market price. Pursuant to the notice, future coal contract
prices will be determined by the market and freely negotiated between power generation companies and coal suppliers.
Furthermore, the coal-electricity price linkage mechanism will continue to be implemented and constantly improved. Once the
coal price fluctuates for more than 5% on an annual basis, on-grid tariff would be adjusted accordingly. The notice also
mandates that power generation companies absorb 10% of the coal price fluctuations as compared to 30% prior to 2013. Given the
narrow gap between the key contract coal price and the spot market price, the overall on-grid tariff was not adjusted.
In September 2013, NDRC issued the
Notice
on the Adjustment of Power Tariff for Power Generation Companies and Related Matters
, pursuant to which the on-grid tariffs
for coal-fired generating units were lowered, by a national average of RMB0.013 per kWh, and the on-grid tariff for gas turbine
power plants were slightly increased. The Notice also increased the power tariff for power-generating companies that are equipped
with denitrification facilities and dust-removal facilities.
In terms of power tariff for wind power
projects, pursuant to the applicable policies and regulations, the PRC is categorized into four wind-resource zones, and the onshore
wind power projects approved after August 1, 2009 and in the same zone are subject to the same standard on-grid tariff applicable
to that zone. In addition, the power grid companies are generally required to purchase all of the electricity generated by wind
power generating units.
Pricing Policy in Singapore
Pricing Policy of Electricity in Singapore
All licensed power plants in Singapore sell
their plant output into the NEMS under a half-hourly competitive bidding process, during which a clearing price is determined based
on the projected system demand. All successful bids/power plants that are cleared in each half hour will be dispatched automatically
by control signals from the Power System Operator, a division of the EMA, and in turn will receive the cleared price as determined
earlier. The cleared price paid to the power plants is the nodal price at their point of injection, and the Market Clearing Engine,
the computer software that creates dispatch schedules and determines market clearing prices, automatically produces a different
price at each node on the network.
As there is no certainty in the price
or the dispatch levels for any power plants, operators of power plants may enter into short- or long-term financial
arrangements with other counterparties or their own subsidiary company involved in the electricity retail market (to end
consumers of electricity) to secure stability in their revenue stream and manage the commercial risks associated with
operations in a competitive market.
In addition, the major power
generation companies, including Tuas Power, are obliged to hold vesting contracts. Vesting contracts are a form of bilateral
contract imposed/vested on the generation companies who had been licensed by the EMA before the start of the NEMS. Market
Support Services Licensee is the counterparty to all of the vesting contracts, and the vesting contracts are settled between
the parties through the EMC’s settlement system. The quantity of each power generation company’s capacity covered
by vesting contracts depends on the proportion of its capacity to total capacity in the NEMS system. Vesting contract price
is set by the EMA at the long-run marginal cost and is adjusted by the EMA on a periodic basis for changes in the long-run
marginal cost and on a quarterly basis for inflation and changes in fuel prices. Such mechanism helps protect the profit
margins of the power generation companies in the Singapore market to a large degree. The contract quantity and price are
currently recalculated every three months. The existing Vesting Contract Scheme has rolled back to 40% of system demand in
2014 (from 50% in the fourth quarter of 2013). This translates into increased exposure to a more volatile pool price. The
authority is further considering introducing a demand response scheme to be implemented in 2015 where loads can choose to
participate in peak load shaving and share in part of the consumer surplus.
The gross pool design adopted in NEMS means
all quantity sold by retailers to contestable consumers (currently defined as customers with average monthly usage more than of
10,000kWh) has to be in turn purchased from the pool. The retailers pay for their electricity purchases at the Uniform Singapore
Energy Price, which is a weighted average of nodal prices and is determined on a half-hourly basis in the NEMS.
Pricing Policy of Utilities in Singapore
Utilities supply to industrial customers
is based on long-term contracts. The pricing of utilities has both fixed and variable components.
Power sales
Each of our power plants has entered into
a written agreement with the local grid companies for the sales of its power output. Generally, the agreement has a fixed term
of one year and provides that the annual utilization hours of the power plant will be determined with reference to the average
annual utilization hours of the similar generating units connected to the same grid.
In 2003, SERC and the State
Administration of Commerce and Industry jointly promulgated a model contract form (the “Model Contract Form”) for
use by power grid companies and power generation companies in connection with electricity sale and purchase transactions. The
Model Contract Form contains provisions on the parties’ rights and obligations, amount of electricity subject to
purchase, payment method and liabilities for breach of contract, etc. We believe that the publication of the Model Contract
Form has facilitated the negotiation and execution of electricity purchase contracts between power grid companies and power
generation companies in a fair, transparent and efficient manner. In 2013, at least a majority of the agreements entered
into between our power plants and the local grid companies were based on the Model Contract Form.
Power sales through competitive bidding
are one of the targets of power market reform. The PRC Government started in 1999 to experiment with a program to effect power
sales through competitive bidding in some provinces, and has been gradually expanding the program with a view to creating a market-oriented
electric power industry. Pursuant to the opinions regarding promotion of electric power system reform in the period of “The
Eleventh Five-Year Plan” adopted by the State Council in November 2006, the SERC will speed up the reform to establish an
electric power market suitable to China’s circumstances. Furthermore, the PRC Government started in 2009 to experiment with
a program for direct power purchase by large power end-users, and has promulgated relevant rules governing the price and method
of direct power purchase transactions as well as the market entrance and exit mechanism. In accordance with the above policies,
we are conducting research on the program for direct power purchases by large power end-users. In July 2013, China National Energy
Administration issued the
Notice on Direct Purchases between Power End-users and Power Generation Companies
, which officially
implemented the direct purchases programs by large end-users. Among the provinces where we operate our power plants, seven of them,
namely Shanxi, Jiangsu, Henan, Hunan, Guangdong, Fujian, and Gansu, started the direct purchase program in 2013, and four of
them, namely Jiangxi, Yunnan, Hubei and Liaoning, are actively promoting the direct purchase pilot program.
Establishing regional power
markets and increasing the use of the bidding method are the general trend in China’s power market reform, which is
conducive to creating a competition environment that is fair, transparent and equitable. Power sales through a bidding
process have been tested, to a small degree, in the power market in the Northeastern region and Eastern region. However, as
of December 31, 2013, the use of the bidding method in power sales had not been substantively implemented yet.
In 2008, with the purpose of improving
energy usage efficiency, the government implemented an optimized-dispatch electricity policy in Henan Province, Sichuan
Province, Jiangsu Province, Guangdong Province and Guizhou Province on a pilot basis, as a result of which, the utilization
hours of low energy consumption and low pollution generating units have been improved. We believe that our large generating
units with high efficiency and low emission in Henan, Jiangsu and Guangdong provinces are competitive in the market.
The following table sets forth the
average power tariff (RMB/MWh) of electric power sold by our power plants in China, for each of the five years ended December
31 through 2013 and the approved power tariff for 2014.
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Approved
Tariff
(1)
|
|
Liaoning Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dalian Power Plant
|
|
|
368.66
|
|
|
|
375.44
|
|
|
|
382.84
|
|
|
|
409.18
|
|
|
|
407.89
|
|
|
|
407.20
|
|
Dandong Power Plant
|
|
|
366.30
|
|
|
|
376.61
|
|
|
|
383.08
|
|
|
|
405.73
|
|
|
|
401.09
|
|
|
|
407.20
|
|
Yingkou Power Plant
|
|
|
383.58
|
|
|
|
387.78
|
|
|
|
394.82
|
|
|
|
409.35
|
|
|
|
406.85
|
|
|
|
402.20
|
|
Yingkou Co-generation Power Plant
|
|
|
375.00
|
|
|
|
386.29
|
|
|
|
391.92
|
|
|
|
397.59
|
|
|
|
396.96
|
|
|
|
412.20
|
|
Wafangdian Wind Power Plant
|
|
|
—
|
|
|
|
—
|
|
|
|
610.00
|
|
|
|
610.82
|
|
|
|
632.85
|
|
|
|
620.00
|
|
Changtu Taiping Wind Power Plant
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
610.00
|
|
|
|
605.30
|
|
|
|
610.00
|
|
Suzihe Hydropower
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
364.25
|
|
|
|
330.00
|
|
|
|
330.00
|
|
Inner Mongolia Autonomous Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huade Wind Power Plant
|
|
|
—
|
|
|
|
510.00
|
|
|
|
528.45
|
|
|
|
520.00
|
|
|
|
520.00
|
|
|
|
520.00
|
|
Hebei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shang’an Power Plant
|
|
|
372.41
|
|
|
|
378.59
|
|
|
|
408.20
|
|
|
|
434.63
|
|
|
|
431.15
|
|
|
|
—
|
|
Phase I
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
435.10
|
|
Phase II
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
424.60
|
|
Kangbao Wind Power Plant
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
536.72
|
|
|
|
534.47
|
|
|
|
540.00
|
|
Gansu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pingliang Power Plant
|
|
|
261.02
|
|
|
|
275.91
|
|
|
|
306.36
|
|
|
|
336.12
|
|
|
|
332.16
|
|
|
|
327.01
|
|
Jiuquan Wind Power Plant
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
520.60
|
|
|
|
520.60
|
|
|
|
520.60
|
|
Beijing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beijing Co-generation Power Plant
|
|
|
482.42
|
|
|
|
474.21
|
|
|
|
481.35
|
|
|
|
494.00
|
|
|
|
529.47
|
|
|
|
496.15
|
|
Beijing Co-generation CCGT
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
468.79
|
|
|
|
650.00
|
|
Tianjin Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yangliuqing Co-generation Power Plant
|
|
|
408.12
|
|
|
|
407.08
|
|
|
|
414.23
|
|
|
|
438.03
|
|
|
|
483.73
|
|
|
|
433.20
|
|
Shanxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yushe Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phase I
|
|
|
352.89
|
|
|
|
336.30
|
|
|
|
336.30
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Phase II
|
|
|
316.62
|
|
|
|
333.36
|
|
|
|
363.66
|
|
|
|
396.56
|
|
|
|
393.37
|
|
|
|
392.70
|
|
Zuoquan Power Plant
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
383.25
|
|
|
|
389.83
|
|
|
|
386.70
|
|
Shandong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dezhou Power Plant
|
|
|
418.92
|
|
|
|
417.68
|
|
|
|
443.20
|
|
|
|
468.90
|
|
|
|
464.89
|
|
|
|
464.07
|
|
Jining Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phases I, II
|
|
|
397.40
|
|
|
|
398.11
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Phases III
|
|
|
408.47
|
|
|
|
411.16
|
|
|
|
418.76
|
|
|
|
451.40
|
|
|
|
446.14
|
|
|
|
449.70
|
|
Co-generation
|
|
|
397.40
|
|
|
|
401.90
|
|
|
|
423.82
|
|
|
|
459.40
|
|
|
|
457.23
|
|
|
|
439.70
|
|
Xindian Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phases I, II
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Phase III
|
|
|
404.30
|
|
|
|
405.67
|
|
|
|
426.77
|
|
|
|
453.75
|
|
|
|
453.35
|
|
|
|
447.10
|
|
Weihai Power Plant
|
|
|
459.30
|
|
|
|
456.31
|
|
|
|
435.32
|
|
|
|
461.89
|
|
|
|
474.38
|
|
|
|
466.35
|
|
Rizhao Power Plant Phase II
|
|
|
394.24
|
|
|
|
397.60
|
|
|
|
420.06
|
|
|
|
446.90
|
|
|
|
446.38
|
|
|
|
445.20
|
|
Zhanhua Co-generation
|
|
|
—
|
|
|
|
397.40
|
|
|
|
419.76
|
|
|
|
450.55
|
|
|
|
446.56
|
|
|
|
435.20
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Approved
Tariff
(1)
|
|
Henan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qinbei Power Plant
|
|
|
370.47
|
|
|
|
379.68
|
|
|
|
412.75
|
|
|
|
441.43
|
|
|
|
437.01
|
|
|
|
433.47
|
|
Jiangsu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantong Power Plant
|
|
|
401.71
|
|
|
|
409.06
|
|
|
|
425.97
|
|
|
|
441.25
|
|
|
|
435.69
|
|
|
|
437.49
|
|
Nanjing Power Plant
|
|
|
407.58
|
|
|
|
414.19
|
|
|
|
442.54
|
|
|
|
442.17
|
|
|
|
436.35
|
|
|
|
440.00
|
|
Taicang Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phase I
|
|
|
412.19
|
|
|
|
415.37
|
|
|
|
424.09
|
|
|
|
430.43
|
|
|
|
432.81
|
|
|
|
441.32
|
|
Phase II
|
|
|
398.36
|
|
|
|
414.13
|
|
|
|
429.44
|
|
|
|
443.88
|
|
|
|
427.58
|
|
|
|
441.32
|
|
Huaiyin Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phase I
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Phase II
|
|
|
415.73
|
|
|
|
443.17
|
|
|
|
438.72
|
|
|
|
458.25
|
|
|
|
449.87
|
|
|
|
437.5
|
|
Phase III
|
|
|
415.73
|
|
|
|
443.17
|
|
|
|
438.72
|
|
|
|
458.25
|
|
|
|
449.87
|
|
|
|
437.5
|
|
Jinling Power Plant
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCGT
|
|
|
544.97
|
|
|
|
568.00
|
|
|
|
587.53
|
|
|
|
581.35
|
|
|
|
585.53
|
|
|
|
606.00
|
|
Coal-fired
|
|
|
—
|
|
|
|
430.00
|
|
|
|
417.99
|
|
|
|
427.34
|
|
|
|
428.38
|
|
|
|
440.00
|
|
CCGT Co-generation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
635.42
|
|
|
|
690.00
|
|
Qidong Wind Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phases I
|
|
|
487.70
|
|
|
|
487.70
|
|
|
|
519.08
|
|
|
|
487.70
|
|
|
|
487.75
|
|
|
|
487.70
|
|
Phases II
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
610.00
|
|
|
|
610.03
|
|
|
|
610.00
|
|
Rudong Wind Power Plant
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
610.00
|
|
|
|
610.00
|
|
Shanghai Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shidongkou I
|
|
|
425.76
|
|
|
|
435.52
|
|
|
|
441.11
|
|
|
|
457.18
|
|
|
|
453.27
|
|
|
|
444.60
|
|
Shidongkou II
|
|
|
411.80
|
|
|
|
416.36
|
|
|
|
422.25
|
|
|
|
442.13
|
|
|
|
442.00
|
|
|
|
437.10
|
|
Shidongkou power plant
|
|
|
—
|
|
|
|
445.70
|
|
|
|
457.20
|
|
|
|
463.85
|
|
|
|
462.02
|
|
|
|
462.30
|
|
Shanghai CCGT Power Plant
(4)
|
|
|
426.05
|
|
|
|
415.32
|
|
|
|
445.00
|
|
|
|
457.11
|
|
|
|
486.74
|
|
|
|
534.00
|
|
Chongqing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luohuang Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phases I, II
|
|
|
365.70
|
|
|
|
373.30
|
|
|
|
409.95
|
|
|
|
448.95
|
|
|
|
448.57
|
|
|
|
437.92
|
|
Phase III
|
|
|
381.07
|
|
|
|
388.30
|
|
|
|
411.91
|
|
|
|
448.95
|
|
|
|
448.57
|
|
|
|
437.92
|
|
Zhejiang Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changxing Power Plant
|
|
|
479.71
|
|
|
|
519.39
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Yuhuan Power Plant
|
|
|
467.54
|
|
|
|
459.86
|
|
|
|
462.49
|
|
|
|
491.37
|
|
|
|
484.79
|
|
|
|
467.00
|
|
Hunan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yueyang Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phase I
|
|
|
434.39
|
|
|
|
433.09
|
|
|
|
467.74
|
|
|
|
506.75
|
|
|
|
504.31
|
|
|
|
496.71
|
|
Phase II
|
|
|
434.05
|
|
|
|
439.92
|
|
|
|
467.74
|
|
|
|
506.75
|
|
|
|
499.63
|
|
|
|
496.71
|
|
Phase III
|
|
|
—
|
|
|
|
—
|
|
|
|
461.98
|
|
|
|
507.03
|
|
|
|
508.31
|
|
|
|
496.71
|
|
Xiangqi Hydro
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
390.00
|
|
|
|
390.00
|
|
|
|
390.00
|
|
Hubei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enshi Hydro
|
|
|
—
|
|
|
|
—
|
|
|
|
437.03
|
|
|
|
360.00
|
|
|
|
356.96
|
|
|
|
360.00
|
|
Jiangxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinggangshan Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phase I
|
|
|
415.37
|
|
|
|
427.56
|
|
|
|
448.30
|
|
|
|
490.70
|
|
|
|
481.54
|
|
|
|
481.20
|
|
Phase II
|
|
|
406.60
|
|
|
|
408.51
|
|
|
|
446.55
|
|
|
|
482.19
|
|
|
|
483.46
|
|
|
|
485.20
|
|
Fujian Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuzhou Power Plant
|
|
|
412.24
|
|
|
|
413.22
|
|
|
|
—
|
|
|
|
—
|
|
|
|
442.81
|
|
|
|
—
|
|
Phase I
|
|
|
—
|
|
|
|
—
|
|
|
|
426.56
|
|
|
|
455.89
|
|
|
|
446.22
|
|
|
|
447.90
|
|
Phase II
|
|
|
—
|
|
|
|
—
|
|
|
|
440.86
|
|
|
|
455.68
|
|
|
|
461.38
|
|
|
|
462.90
|
|
Phase III
|
|
|
—
|
|
|
|
—
|
|
|
|
415.49
|
|
|
|
435.93
|
|
|
|
430.33
|
|
|
|
440.40
|
|
Guangdong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shantou Power Plant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phase I
|
|
|
547.00
|
|
|
|
540.70
|
|
|
|
546.51
|
|
|
|
565.78
|
|
|
|
562.12
|
|
|
|
546.51
|
|
Phase II
|
|
|
502.23
|
|
|
|
496.20
|
|
|
|
501.76
|
|
|
|
521.31
|
|
|
|
520.71
|
|
|
|
512.00
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Average
Tariff
(1)
|
|
|
Approved
Tariff
(1)
|
|
Haimen Power Plant
|
|
|
497.45
|
|
|
|
496.33
|
|
|
|
498.77
|
|
|
|
529.06
|
|
|
|
514.30
|
|
|
|
499.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yunnan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diandong Energy
|
|
|
—
|
|
|
|
—
|
|
|
|
345.43
|
|
|
|
359.58
|
|
|
|
371.30
|
|
|
|
365.60
|
|
Diandong Yuwang
|
|
|
—
|
|
|
|
—
|
|
|
|
345.31
|
|
|
|
361.70
|
|
|
|
377.41
|
|
|
|
365.60
|
|
Notes:
|
(1)
|
Includes value-added tax.
|
|
(2)
|
The average tariff of Jinling CCGT, Jinling Coal-fired
and Jinling CCGT Co-generation is the tariff of on-grid power and excludes the revenue generated from the transfer of generation
rights.
|
|
(3)
|
Rudong Wind Power commenced production in 2013.
|
|
(4)
|
The average tariff of Shanghai CCGT Power Plant is the tariff of on-grid power and excludes the subsidy income.
|
Power sales in Singapore
According to the latest available
update from EMA, the total licensed capacity in Singapore was 14,049MW, of which more than 12,500MW was in commercial
operation. In 2013, the peak demand for electricity was 6,613MW and the annual average load was 5,304MW. The power market in
Singapore is competitive, and power generation companies sell their power output through a bidding process and vesting
contracts. For the year ended December 31, 2013, power sold through vesting contracts represented approximately 50% to 55% of
system demand. The existing Vesting Contract Scheme has rolled back to 40% of system demand in 2014. The decrease in
allocated Vesting Contract volumes will have to be made up through increased retail sales, or otherwise, be translated into
increased exposure to more volatile pool prices.
Tuas Power is required to sell a substantial
portion of its electric power output to the NEMS through a competitive bidding process. The gas-fired combined cycle units of Tuas
Power enjoy advantages in the competitive bidding of the pool market given their relatively low cost and high efficiency. Tuas
Power in turn receives the price cleared in the market for its output. The volatility in the sales price of the revenue associated
with the sale of electricity in the NEMS is effectively managed via vesting contracts and direct retail sales which is carried
out through a Tuas Power’s subsidiary. Tuas Power sells all its electricity output into the NEMS, but the actual settlement
tariffs deviate from the pool prices due to the effect of vesting contracts and retail sales. For the period from January 1, 2013
to December 31, 2013, power sold through vesting contracts and retail sales represented approximately 86% of Tuas Power’s
total power sold for the same period.
Utility sales in Singapore
Since the commercial operation of its first
phase of development in March 2013, TPU sold 1,181,380 MT of steam to customers.
Fuel supply arrangements
In 2013, the majority of our power plants
were fueled by coal, gas and oil.
Coal
Our coal supply for our coal-fired power
plants is mainly obtained from numerous coal producers in Shanxi Province, Inner Mongolia Autonomous Region and Gansu Province.
We also obtain coal from overseas suppliers.
For past years, as part of its efforts to
make a transition from a comprehensive planned economy to a “socialist market economy”, the PRC has experimented with
a variety of methods of setting coal prices. In 1996, the government allowed coal prices to fluctuate within a range around a reference
price for coal allocated under the State Plan to be used in electricity generation, and set maximum allowable prices in various
coal-producing areas for coal used in electricity generation.
From 2002 to 2003, there was no longer
an official State Plan for coal supplies, but the government continued to coordinate the coal prices at the annual national
coal purchase conferences attended by, among others, representatives of each of power companies, coal suppliers, and the
railway authorities and sponsored and coordinated by NDRC. Power companies obtain allocations for coal on a plant-by-plant
basis. Each of the power plants then signs supply contracts with the coal suppliers, and with the railway and shipping
companies for the amount of coal and transportation allocated to them. From 2004 to 2008, although such annual coal purchase
conferences continue to be held, only key contracts are negotiated and executed at such conferences. Starting from 2009, in
furtherance of the coal purchase reform, NDRC ceased to coordinate annual coal purchase conference and took measures to
reduce government’s involvement in the coal supply negotiation. NDRC will no longer make allocation of coal supply to
power companies, but instead will consolidate and publish overall framework for the coal demand and supply. The price and
amount of coal supply will be determined based on the free negotiation between power companies, coal suppliers, and the
railway authorities.
In 2008, the average coal price increased
significantly, which adversely affected our results of operations. In 2008, we purchased 88.2 million tons of coal and consumed
85.15 million tons of coal. Of the coal purchases in 2008, 55.4% was purchased under the key contracts and the remainder was purchased
in the open market. The coal purchase price for our Company, including transportation costs and miscellaneous expenses, averaged
approximately RMB584.94 per ton. Our average unit fuel cost in 2008 increased by 46.54% from that in 2007. In 2008, we managed
to secure the coal supply by enhancing the coordination between purchase and transportation to stabilize the main supply channel
and exploring coal supply resources outside China.
In 2009, the average coal price decreased
significantly. In 2009, we purchased 85.92 million tons of coal and consumed 89.07 million tons of coal. Of the coal purchased
in 2009, 56.7% was purchased under the key contracts and the remainder was purchased in the open market. The coal purchase price
for our Company, including transportation costs and miscellaneous expenses, averaged approximately RMB525.14 per ton. Our average
unit fuel cost in 2009 decreased by 13.50% from that in 2008. In 2009, we managed to secure coal supply by expanding our coal import
from coal supply resources outside China, which also attributed to a decrease in our average unit fuel cost in 2009.
In 2010, the average coal price increased
significantly. We purchased 114.82 million tons of coal and consumed 113.23 million tons of coal. Of our total coal purchases,
52.50% was purchased under the key contracts and the remainder was purchased in the open market. The coal purchase price for our
Company, including transportation costs and miscellaneous expenses, averaged approximately RMB605.04 per ton. Our average unit
fuel cost in 2010 increased by 14.72% from that in 2009.
In 2011, the average coal price increased
significantly. We purchased 144.72 million tons of coal and consumed 144.07 million tons of coal. In 2011, we adjusted the thresholds
of key contracts in accordance with the NDRC’s catalogue and criteria. Of our total coal purchases, 26.13% was purchased
under the key contracts and the remainder was purchased in the open market. The coal purchase price for our Company, including
transportation costs and miscellaneous expenses, averaged approximately RMB637.22 per ton. Our average unit fuel cost in 2011 increased
by 9.24% from that in 2010.
In 2012, the average coal price decreased
significantly. We purchased 133.47 million tons of coal and consumed 133.93 million tons of coal. Of our total coal purchases,
28.1% was purchased under the key contracts and the remainder was purchased in the open market. The coal purchase price for our
Company, including transportation costs and miscellaneous expenses, averaged approximately RMB598.27 per ton. Our average unit
fuel cost in 2012 decreased by 7.6% from that in 2011.
In December 2012, the PRC Government issued
a notice to further reform coal price, which mandated (1) the termination of all key coal purchase contracts between power generation
companies and coal suppliers under the guidance of railway transportation capacity plan, and (2) the termination of the dual pricing
system for coal pricing, from the beginning of 2013.
In 2013, as a result of the termination
of the key contracts, coal prices in PRC fluctuated wildly. The Bohai-Rim Steam Coal Price Index (“BSPI”) decreased from RMB633 per
ton in the beginning of 2013 to RMB530 per ton in early October 2013, and increased again to RMB631 per ton by the end of 2013.
Our average standard coal price in 2013 decreased by RMB115.92 per ton from that in 2012.
Gas
Currently, the Company has four Combined
Cycle Gas Turbine Power Plants (“CCGT”) in China, including:
1. Huaneng Shanghai Combined Cycle Gas Turbine
Power Plant (“Shanghai CCGT”), with gas supply transported through the pipeline of “West-East Gas Transport Project”;
2. Huaneng Jinling Combined Cycle Gas Turbine
Power Plant (“Jinling CCGT”) with gas supply transported through the pipeline of “West-East Gas Transport Project”;
3. Huaneng Jinling Combined Cycle Gas Turbine
Co-generation Power Plant (“Jinling CCGT Co-generation”) with gas supply transported through the pipeline of “West-East
Gas Transport Project”;
4. The gas co-generation expansion
project of Beijing Co-generation Power Plant (“Beijing Co-generation CCGT ”) with gas supply transported through
the Shanganning pipeline.
Also, the Tuas Power in Singapore has five
gas-fired combined cycle generating units and one coal-biomass co-fired co-generation unit. The piped gas for Tuas Power is provided
by Gas Supply Pte Ltd and Sembcorp Pte Ltd., whereas LNG is provided by BG Singapore Gas Marketing Pte Ltd.
Oil
Tuas Power decommissioned one 600 MW oil-fired
steam unit in the fourth quarter of 2012, and maintained operation of one 600 MW oil-fired steam generating unit. The oil supply
for Tuas Power is purchased from the open market. With the increased competition from new gas-fired CCPs, fuel oil consumption
is expected to be marginal at best and therefore future purchases, if any, will be on a spot basis. Diesel supply is purchased
either pursuant to one-year-term contracts or on a spot basis.
Repairs and maintenance
Each of our power plants has a timetable
for routine maintenance, regular inspections and repairs. Such timetables and the procedures for the repairs and maintenance of
generating units comply with the relevant regulations promulgated by the former Ministry of Electricity Power.
Pursuant to our procedures, generating units
are currently operating on a cycle of four to six years. In each cycle, there are four different levels of maintenance:
|
(i)
|
regular checks and routine maintenance are carried out throughout the period during which generating unit is in operation;
|
|
|
|
|
(ii)
|
a small-scale servicing is performed every year, which takes approximately 20 days;
|
|
(iii)
|
a medium-scale check-up is carried out between the two overhauls, the length of which depends on the actual condition of the
generating unit at the time of the check-up and the inspections and improvements to be carried out; and
|
|
(iv)
|
a full-scale overhaul is conducted at the end of each operating cycle, which takes approximately 60 days.
|
|
C.
|
Organizational structure
|
We are 36.05% owned by HIPDC, which in turn
is a subsidiary of Huaneng Group. Huaneng Group was established in 1988 with the approval of the State Council. Huaneng Group also
holds a 15.26% equity interest in us either directly or through its wholly owned subsidiaries. In 2002, Huaneng Group was restructured
as one of the five independent power generation group companies to take over the power generation assets originally belonging to
the State Power Corporation of China. Huaneng Group has a registered capital of RMB20 billion and is controlled and managed by
the central government. Huaneng Group is principally engaged in development, investment, construction, operation and management
of power plants; organize the generation and sale of power (and heat); and the development, investment, construction, production
and sale of products in relation to energy, transportation, new energy and environmental protection industries.
HIPDC was established in 1985 as a joint
venture with 51.98% of its equity interests currently owned by Huaneng Group. HIPDC is engaged in developing, investing, operating
and constructing power plants in China. Some of the power plants currently owned and operated by us were originally built and later
transferred to us by HIPDC. Both Huaneng Group and HIPDC have agreed to give us preferential rights in the power development business
and power assets transfers. See “Item 7.A. Major shareholders” for details.
The following organizational chart sets
forth the organizational structure of HIPDC and us as of March 31, 2014:
Notes:
|
(1)
|
Huaneng Group indirectly holds 100% equity interests in Pro-Power Investment Limited through its wholly owned subsidiary, China
Hua Neng Hong Kong Company Limited, and Pro-Power Investment Limited in turn holds 5% equity interests in HIPDC. As a result, Huaneng
Group indirectly holds additional 5% equity interests in HIPDC.
|
|
(2)
|
Of the 15.26% equity interest, 11.06% was directly held by Huaneng Group, 3.36% was held by Huaneng Group through its wholly owned
subsidiary, China Hua Neng Hong Kong Company Limited, 0.04% was held by Huaneng Group through its wholly owned subsidiary, Huaneng
Captial Services Company Limited, and the remaining approximately 0.79% was held by Huaneng Group through its subsidiary, China
Huaneng Finance Corporation Limited.
|
For a detailed discussion of the Company’s
subsidiaries, see Note 9 to the Financial Statements.
|
D.
|
Property, plants and equipment
|
The following table presents certain summary
information on our power plants as of March 31, 2014.
Plant or Expansion
|
|
Actual
In-service Date
|
|
Current
Installed
Capacity
|
|
Ownership
|
|
Attributable
Capacity
|
|
Type
of Fuel
|
(Names as defined below)
|
|
|
|
(MW)
|
|
%
|
|
MW
|
|
|
Liaoning Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dalian
|
|
Phase I
|
|
Unit I: Sep. 1988
|
|
2 x 350
|
|
100%
|
|
700
|
|
Coal
|
|
|
|
|
Unit II: Dec. 1988
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Jan. 1999
|
|
2 x 350
|
|
100%
|
|
700
|
|
Coal
|
|
|
|
|
Unit IV: Jan. 1999
|
|
|
|
|
|
|
|
|
Dandong
|
|
|
|
Unit I: Jan. 1999
|
|
2 x 350
|
|
100%
|
|
700
|
|
Coal
|
|
|
|
|
Unit II: Jan. 1999
|
|
|
|
|
|
|
|
|
Yingkou
|
|
Phase I
|
|
Unit I: Jan. 1996
|
|
2 x 320
|
|
100%
|
|
640
|
|
Coal
|
|
|
|
|
Unit II: Dec. 1996
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Aug. 2007
|
|
2 x 600
|
|
100%
|
|
1,200
|
|
Coal
|
|
|
|
|
Unit IV: Oct. 2007
|
|
|
|
|
|
|
|
|
Yingkou Co-generation
|
|
|
|
Unit I: Dec. 2009
|
|
2 x 330
|
|
100%
|
|
660
|
|
Coal
|
|
|
|
|
Unit II: Dec. 2009
|
|
|
|
|
|
|
|
|
Wafangdian wind power
|
|
|
|
24 turbines: Jun. 2011
|
|
48
|
|
100%
|
|
48
|
|
Wind
|
Changtu Taiping wind power
|
|
Phase I
|
|
33 turbines: Nov. 2012
|
|
49.5
|
|
100%
|
|
49.5
|
|
Wind
|
Suzihe Hydropower
|
|
|
|
Unit I: Aug. 2012
|
|
12.5
|
|
100%
|
|
12.5
|
|
Hydro
|
|
|
|
|
Unit II: Jun. 2012
|
|
12.5
|
|
100%
|
|
12.5
|
|
Hydro
|
|
|
|
|
Unit III: Jun. 2012
|
|
12.5
|
|
100%
|
|
12.5
|
|
Hydro
|
Inner Mongolia Autonomous Region
|
|
|
|
|
|
|
|
|
|
|
|
|
Huade wind power
|
|
Phase I
|
|
33 turbines: Dec. 2009
|
|
49.5
|
|
100%
|
|
49.5
|
|
Wind
|
|
|
Phase II
|
|
33 turbines: Jun. 2011
|
|
49.5
|
|
100%
|
|
49.5
|
|
Wind
|
Hebei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shang’an
|
|
Phase I
|
|
Unit I: Aug. 1990
|
|
2 x 350
|
|
100%
|
|
700
|
|
Coal
|
|
|
|
|
Unit II: Dec. 1990
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Oct. 1997
|
|
2 x 300
|
|
100%
|
|
600
|
|
Coal
|
|
|
|
|
Unit IV: Oct. 1997
|
|
|
|
|
|
|
|
|
|
|
Phase III
|
|
Unit V: Jul. 2008
|
|
2 x 600
|
|
100%
|
|
1,200
|
|
Coal
|
|
|
|
|
Unit VI: Aug. 2008
|
|
|
|
|
|
|
|
|
Kangbao Wind Power
|
|
Phase I
|
|
33 turbines: Jan. 2011
|
|
49.5
|
|
100%
|
|
49.5
|
|
Wind
|
Gansu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Pingliang
|
|
|
|
Unit I: Sep. 2000
|
|
3 x 325
|
|
65%
|
|
633.75
|
|
Coal
|
|
|
|
|
Unit II: Jun. 2001
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Jun. 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit IV: Nov. 2003
|
|
1 x 330
|
|
65%
|
|
214.5
|
|
Coal
|
|
|
|
|
Unit V: Feb. 2010
|
|
2 x 600
|
|
65%
|
|
780
|
|
Coal
|
|
|
|
|
Unit VI: March 2010
|
|
|
|
|
|
|
|
|
Jiuquan wind power
|
|
|
|
326 turbines: Dec. 2011
|
|
501.5
|
|
100%
|
|
501.5
|
|
Wind
|
Beijing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Beijing Co-generation
|
|
|
|
Unit I: Jan. 1998
|
|
2 x 165
|
|
41%
|
|
135.3
|
|
Coal
|
|
|
|
|
Unit II: Jan. 1998
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Dec. 1998
|
|
2 x 220
|
|
41%
|
|
180.4
|
|
Coal
|
|
|
|
|
Unit IV: Jun. 1999
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit V: Apr. 2004
|
|
75
|
|
41%
|
|
30.75
|
|
Coal
|
Beijing Co-generation CCGT
|
|
|
|
Unit I: Dec. 2011
|
|
2 x 306.9
|
|
41%
|
|
251.66
|
|
Gas
|
|
|
|
|
Unit II: Dec. 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Dec. 2011
|
|
1 x 309.6
|
|
41%
|
|
126.94
|
|
Gas
|
Plant or Expansion
|
|
Actual
In-service Date
|
|
Current
Installed
Capacity
|
|
Ownership
|
|
Attributable
Capacity
|
|
Type
of Fuel
|
(Names as defined below)
|
|
|
|
(MW)
|
|
%
|
|
MW
|
|
|
Tianjin Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Yangliuqing Co-generation
|
|
|
|
Unit I: Dec. 1998
|
|
4 x 300
|
|
55%
|
|
660
|
|
Coal
|
|
|
|
|
Unit II: Sep. 1999
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Dec. 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit IV: May 2007
|
|
|
|
|
|
|
|
|
Shanxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yushe
|
|
Phase I
|
|
Unit I: Jun. 1994
|
|
2 x 100
|
|
60%
|
|
120
|
|
Coal
|
|
|
|
|
Unit III: Dec. 1994
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit IV: Oct. 2004
|
|
2 x 300
|
|
60%
|
|
360
|
|
Coal
|
|
|
|
|
Unit II: Nov. 2004
|
|
|
|
|
|
|
|
|
Zuoquan
|
|
|
|
Unit I: Dec. 2011
|
|
2 x 673
|
|
80%
|
|
1,076.8
|
|
Coal
|
|
|
|
|
Unit II: Jan. 2012
|
|
|
|
|
|
|
|
|
Shandong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dezhou
|
|
Phase I
|
|
Units I: 1992
|
|
1 x 330
|
|
100%
|
|
330
|
|
Coal
|
|
|
|
|
Unit II: 1992
|
|
1 x 320
|
|
100%
|
|
320
|
|
Coal
|
|
|
Phase II
|
|
Units III: Jun. 1994
|
|
1 x 300
|
|
100%
|
|
300
|
|
Coal
|
|
|
|
|
Unit IV: May 1995
|
|
1 x 320
|
|
100%
|
|
320
|
|
Coal
|
|
|
Phase III
|
|
Units V: Jun. 2002
|
|
2 x 700
|
|
100%
|
|
1,400
|
|
Coal
|
|
|
|
|
Unit VI: Oct. 2002
|
|
|
|
|
|
|
|
|
Jining
|
|
Coal-fired
|
|
Unit V: Jul. 2003
|
|
2 x 135
|
|
100%
|
|
270
|
|
Coal
|
|
|
|
|
Unit VI: Aug. 2003
|
|
|
|
|
|
|
|
|
|
|
Co-generation
|
|
Unit I: Nov. 2009
|
|
2 x 350
|
|
100%
|
|
700
|
|
Coal
|
|
|
|
|
Unit II: Dec. 2009
|
|
|
|
|
|
|
|
|
Xindian
|
|
Phase III
|
|
Unit V: Sep 2006
|
|
2 x 300
|
|
95%
|
|
570
|
|
Coal
|
|
|
|
|
Unit VI: Nov. 2006
|
|
|
|
|
|
|
|
|
Weihai
|
|
Phase II
|
|
Units III: Mar. 1998
|
|
2 x 320
|
|
60%
|
|
384
|
|
Coal
|
|
|
|
|
Unit IV: Nov. 1998
|
|
|
|
|
|
|
|
|
|
|
Phase III
|
|
Unit V: Dec. 2012
|
|
2 x 680
|
|
60%
|
|
816
|
|
Coal
|
|
|
|
|
Unit VI: Dec. 2012
|
|
|
|
|
|
|
|
|
Rizhao
|
|
Phase I
|
|
Unit I: Apr. 2000
|
|
2 x 350
|
|
44%
|
|
308
|
|
Coal
|
|
|
|
|
Unit II: Apr. 2000
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Dec. 2008
|
|
2 x 680
|
|
100%
|
|
1,360
|
|
Coal
|
|
|
|
|
Unit IV: Dec. 2008
|
|
|
|
|
|
|
|
|
Zhanhua
|
|
|
|
Unit I: Jul. 2005
|
|
2 x 165
|
|
100%
|
|
330
|
|
Coal
|
|
|
|
|
Unit II: Jul. 2005
|
|
|
|
|
|
|
|
|
Henan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Qinbei
|
|
Phase I
|
|
Unit I: Nov. 2004
|
|
2 x 600
|
|
60%
|
|
720
|
|
Coal
|
|
|
|
|
Unit II: Dec. 2004
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Nov. 2007
|
|
2 x 600
|
|
60%
|
|
720
|
|
Coal
|
|
|
|
|
Unit IV: Nov. 2007
|
|
|
|
|
|
|
|
|
|
|
Phase III
|
|
Unit V: Mar. 2012
|
|
2 x 1000
|
|
60%
|
|
1,200
|
|
Coal
|
|
|
|
|
Unit VI: Feb. 2013
|
|
|
|
|
|
|
|
|
Jiangsu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantong
|
|
Phase I
|
|
Unit I: Sep. 1989
|
|
2 x 352
|
|
100%
|
|
704
|
|
Coal
|
|
|
|
|
Unit II: Mar. 1990
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Jul. 1999
|
|
2 x 350
|
|
100%
|
|
700
|
|
Coal
|
|
|
|
|
Unit IV: Oct. 1999
|
|
|
|
|
|
|
|
|
Nanjing
|
|
|
|
Unit I: Mar. 1994
|
|
2 x 320
|
|
100%
|
|
640
|
|
Coal
|
|
|
|
|
Unit II: Oct. 1994
|
|
|
|
|
|
|
|
|
Taicang
|
|
Phase I
|
|
Unit I: Dec. 1999
|
|
2 x 320
|
|
75%
|
|
480
|
|
Coal
|
|
|
|
|
Unit II: Apr. 2000
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Jan. 2006
|
|
2 x 630
|
|
75%
|
|
945
|
|
Coal
|
|
|
|
|
Unit IV: Feb. 2006
|
|
|
|
|
|
|
|
|
Plant or Expansion
|
|
Actual
In-service Date
|
|
Current
Installed
Capacity
|
|
Ownership
|
|
Attributable
Capacity
|
|
Type
of Fuel
|
(Names as defined below)
|
|
|
|
(MW)
|
|
%
|
|
MW
|
|
|
Huaiyin
|
|
Phase II
|
|
Unit III: Jan. 2005
|
|
2 x 330
|
|
63.64%
|
|
420
|
|
Coal
|
|
|
|
|
Unit IV: Mar. 2005
|
|
|
|
|
|
|
|
|
|
|
Phase III
|
|
Unit V: May 2006
|
|
2 x 330
|
|
63.64%
|
|
420
|
|
Coal
|
|
|
|
|
Unit VI: Sep. 2006
|
|
|
|
|
|
|
|
|
Jinling
|
|
CCGT
|
|
Unit I: Dec. 2006
|
|
2 x 390
|
|
60%
|
|
468
|
|
Gas
|
|
|
|
|
Unit II: Mar. 2007
|
|
|
|
|
|
|
|
|
|
|
CCGT Cogeneration
|
|
Unit I: April. 2013
Unit II: May. 2013
|
|
2 x 191
|
|
51%
|
|
194.82
|
|
Gas
|
Jinling Coal-fired
|
|
|
|
Unit III: Dec. 2009
|
|
2 x 1,030
|
|
60%
|
|
1,236
|
|
Coal
|
|
|
|
|
Unit IV: Aug. 2012
|
|
|
|
|
|
|
|
|
Qidong
|
|
Phase I
|
|
61 turbines: Mar. 2009
|
|
91.5
|
|
65%
|
|
59.5
|
|
Wind
|
|
|
Phase II
|
|
25 turbines: Jan. 2011
|
|
50
|
|
65%
|
|
32.5
|
|
Wind
|
|
|
|
|
22 turbines: Jun. 2012
|
|
44
|
|
65%
|
|
28.6
|
|
Wind
|
Rudong
|
|
|
|
24 turbines: Nov. 2013
|
|
48
|
|
90%
|
|
24.48
|
|
Wind
|
Shanghai Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Shidongkou I
|
|
|
|
Unit I: Feb. 1988
|
|
4 x 325
|
|
100%
|
|
1,300
|
|
Coal
|
|
|
|
|
Unit II: Dec. 1988
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Sep. 1989
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit IV: May 1990
|
|
|
|
|
|
|
|
|
Shidongkou II
|
|
Phase I
|
|
Unit I: Jun. 1992
|
|
2 x 600
|
|
100%
|
|
1,200
|
|
Coal
|
|
|
|
|
Unit II: Dec. 1992
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit I: Oct. 2011
|
|
2 x 660
|
|
50%
|
|
660
|
|
Coal
|
|
|
|
|
Unit II: Oct. 2011
|
|
|
|
|
|
|
|
|
Shanghai CCGT
|
|
|
|
Unit I: May 2006
|
|
3 x 390
|
|
70%
|
|
819
|
|
Gas
|
|
|
|
|
Unit II: Jun. 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Jul. 2006
|
|
|
|
|
|
|
|
|
Chongqing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Luohuang
|
|
Phase I
|
|
Unit I: Sep. 1991
|
|
2 x 360
|
|
60%
|
|
432
|
|
Coal
|
|
|
|
|
Unit II: Feb. 1992
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Dec. 1998
|
|
2 x 360
|
|
60%
|
|
432
|
|
Coal
|
|
|
|
|
Unit IV: Dec. 1998
|
|
|
|
|
|
|
|
|
|
|
Phase III
|
|
Unit V: Dec. 2006
|
|
2 x 600
|
|
60%
|
|
720
|
|
Coal
|
|
|
|
|
Unit VI: Jan. 2007
|
|
|
|
|
|
|
|
|
Zhejiang Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Changxing
|
|
|
|
Unit I: Jan. 1992
|
|
1 x 135
|
|
100%
|
|
260
|
|
Coal
|
|
|
|
|
Unit II: Aug. 1992
|
|
1 x 125
|
|
|
|
|
|
|
Yuhuan
|
|
Phase I
|
|
Unit I: Nov. 2006
|
|
2 x 1,000
|
|
100%
|
|
2,000
|
|
Coal
|
|
|
|
|
Unit II: Dec. 2006
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Nov. 2007
|
|
2 x 1,000
|
|
100%
|
|
2,000
|
|
Coal
|
|
|
|
|
Unit IV: Nov. 2007
|
|
|
|
|
|
|
|
|
Hunan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yueyang
|
|
Phase I
|
|
Unit I: Sep. 1991
|
|
2 x 362.5
|
|
55%
|
|
398.75
|
|
Coal
|
|
|
|
|
Unit II: Dec. 1991
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Mar. 2006
|
|
2 x 300
|
|
55%
|
|
330
|
|
Coal
|
|
|
|
|
Unite IV: May 2006
|
|
|
|
|
|
|
|
|
|
|
Phase III
|
|
Unit V: Jan. 2011
|
|
2 x 600
|
|
55%
|
|
660
|
|
Coal
|
|
|
|
|
Unit VI: Aug. 2012
|
|
|
|
|
|
|
|
|
Xiangqi Hydro
|
|
|
|
Unit I: Dec. 2011
|
|
4 x 20
|
|
100%
|
|
80
|
|
Hydro
|
|
|
|
|
Unit II: May 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Jul. 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit IV: Aug. 2012
|
|
|
|
|
|
|
|
|
Hubei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Enshi Hydro
|
|
|
|
Unit I: Dec. 2011
|
|
3 x 5
|
|
100%
|
|
15
|
|
Hydro
|
|
|
|
|
Unit II: Dec. 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Dec. 2011
|
|
|
|
|
|
|
|
|
Plant or Expansion
|
|
Actual
In-service Date
|
|
Current
Installed
Capacity
|
|
Ownership
|
|
Attributable
Capacity
|
|
Type
of Fuel
|
(Names as defined below)
|
|
|
|
(MW)
|
|
%
|
|
MW
|
|
|
Jiangxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinggangshan
|
|
Phase I
|
|
Unit I: Dec. 2000
|
|
2 x 300
|
|
100%
|
|
600
|
|
Coal
|
|
|
|
|
Unit II: Aug. 2001
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Nov. 2009
|
|
2 x 660
|
|
100%
|
|
1,320
|
|
Coal
|
|
|
|
|
Unit IV: Dec. 2009
|
|
|
|
|
|
|
|
|
Fujian Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuzhou
|
|
Phase I
|
|
Unit I: Sep. 1988
|
|
2 x 350
|
|
100%
|
|
700
|
|
Coal
|
|
|
|
|
Unit II: Dec. 1988
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Oct. 1999
|
|
2 x 350
|
|
100%
|
|
700
|
|
Coal
|
|
|
|
|
Unit IV: Oct. 1999
|
|
|
|
|
|
|
|
|
|
|
Phase III
|
|
Unit V: Jul. 2010
|
|
2 x 660
|
|
100%
|
|
660
|
|
Coal
|
|
|
|
|
Unit VI: Oct. 2011
|
|
|
|
|
|
|
|
|
Guangdong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shantou
|
|
Phase I
|
|
Unit I: Jan. 1997
|
|
2 x 300
|
|
100%
|
|
600
|
|
Coal
|
|
|
|
|
Unit II: Jan. 1997
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Oct. 2005
|
|
1 x 600
|
|
100%
|
|
600
|
|
Coal
|
Haimen
|
|
|
|
Unit I: Jul. 2009
|
|
2 x 1,036
|
|
100%
|
|
2,072
|
|
Coal
|
|
|
|
|
Unit II: Oct. 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit III: Mar. 2013
|
|
2 x 1,036
|
|
80%
|
|
1,657.6
|
|
Coal
|
|
|
|
|
Unit IV: Mar. 2013
|
|
|
|
|
|
|
|
|
Yunnan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Diandong
|
|
Phase I
|
|
Unit I: Feb. 2006
|
|
2 x 600
|
|
100%
|
|
1,200
|
|
Coal
|
|
|
|
|
Unit II: Jul. 2006
|
|
|
|
|
|
|
|
|
|
|
Phase II
|
|
Unit III: Nov. 2006
|
|
2 x 600
|
|
100%
|
|
1,200
|
|
Coal
|
|
|
|
|
Unit IV: May 2007
|
|
|
|
|
|
|
|
|
Yuwang
|
|
Phase I
|
|
Unit I: Jul. 2009
|
|
2 x 600
|
|
100%
|
|
1,200
|
|
Coal
|
|
|
|
|
Unit II: Feb. 2010
|
|
|
|
|
|
|
|
|
Singapore
|
|
|
|
|
|
|
|
|
|
|
|
|
Tuas
|
|
|
|
Unit I: Mar. 1999
|
|
1 x 600
|
|
100%
|
|
600
|
|
Oil
|
|
|
|
|
Unit III: Nov. 2001
|
|
4 x 367.5
|
|
100%
|
|
1,470
|
|
Gas
|
|
|
|
|
Unit IV: Jan. 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit V: Feb. 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit VI: Sep. 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit VII: Dec. 2013
|
|
405.9
|
|
100%
|
|
405.9
|
|
|
Tembusu
|
|
Phase I
|
|
Feb. 2013
|
|
1 x 101
|
|
100%
|
|
101
|
|
Coal & biomass
|
The following table presents the availability
factors and the capacity factors of our coal-fired operating power plants in China for the years ended December 31, 2011, 2012
and 2013.
Coal-fired Power Plant
|
|
Availability factor (%)
|
|
|
Capacity factor (%)
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Liaoning Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dalian
|
|
|
97.63
|
|
|
|
98.20
|
|
|
|
97.03
|
|
|
|
55.49
|
|
|
|
48.62
|
|
|
|
50.71
|
|
Dandong
|
|
|
96.51
|
|
|
|
94.96
|
|
|
|
96.77
|
|
|
|
52.25
|
|
|
|
52.08
|
|
|
|
50.79
|
|
Yingkou
|
|
|
98.15
|
|
|
|
94.21
|
|
|
|
92.05
|
|
|
|
53.84
|
|
|
|
48.67
|
|
|
|
45.42
|
|
Yingkou Co-generation
|
|
|
86.78
|
|
|
|
97.76
|
|
|
|
98.08
|
|
|
|
54.25
|
|
|
|
58.93
|
|
|
|
60.2
|
|
Hebei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shang’an
|
|
|
95.86
|
|
|
|
99.94
|
|
|
|
97.91
|
|
|
|
66.05
|
|
|
|
68.54
|
|
|
|
66.84
|
|
Gansu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pingliang
|
|
|
92.52
|
|
|
|
92.36
|
|
|
|
91.48
|
|
|
|
56.33
|
|
|
|
42.38
|
|
|
|
46.79
|
|
Beijing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beijing
|
|
|
95.27
|
|
|
|
93.01
|
|
|
|
95.13
|
|
|
|
66.02
|
|
|
|
62.46
|
|
|
|
59.53
|
|
Tianjin Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yangliuqing
|
|
|
91.13
|
|
|
|
90.61
|
|
|
|
94.8
|
|
|
|
66.17
|
|
|
|
62.70
|
|
|
|
67.88
|
|
Shanxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yushe
|
|
|
95.24
|
|
|
|
92.92
|
|
|
|
94.98
|
|
|
|
59.65
|
|
|
|
64.61
|
|
|
|
60.64
|
|
Zuoquan
|
|
|
-
|
|
|
|
92.88
|
|
|
|
91.69
|
|
|
|
-
|
|
|
|
56.16
|
|
|
|
56.67
|
|
Shandong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dezhou
|
|
|
95.46
|
|
|
|
95.19
|
|
|
|
95.51
|
|
|
|
62.07
|
|
|
|
65.66
|
|
|
|
65.87
|
|
Jining
|
|
|
97.92
|
|
|
|
88.84
|
|
|
|
95.74
|
|
|
|
38.89
|
|
|
|
58.78
|
|
|
|
59.43
|
|
Weihai
|
|
|
93.38
|
|
|
|
100.00
|
|
|
|
94.63
|
|
|
|
57.92
|
|
|
|
65.31
|
|
|
|
64.84
|
|
Xindian
|
|
|
93.73
|
|
|
|
100.00
|
|
|
|
90.94
|
|
|
|
63.04
|
|
|
|
69.51
|
|
|
|
61.92
|
|
Rizhao II
|
|
|
98.52
|
|
|
|
91.43
|
|
|
|
92.58
|
|
|
|
70.55
|
|
|
|
62.65
|
|
|
|
65.26
|
|
Zhanhua Co-generation
|
|
|
94.44
|
|
|
|
93.89
|
|
|
|
95.01
|
|
|
|
54.91
|
|
|
|
59.47
|
|
|
|
54.62
|
|
Henan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qinbei
|
|
|
92.69
|
|
|
|
95.51
|
|
|
|
95.12
|
|
|
|
72.04
|
|
|
|
62.80
|
|
|
|
60.47
|
|
Jiangsu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantong
|
|
|
97.10
|
|
|
|
95.28
|
|
|
|
92.49
|
|
|
|
75.79
|
|
|
|
68.16
|
|
|
|
68.14
|
|
Nanjing
|
|
|
94.56
|
|
|
|
93.95
|
|
|
|
93.82
|
|
|
|
71.02
|
|
|
|
68.07
|
|
|
|
71.21
|
|
Taicang
|
|
|
96.26
|
|
|
|
93.31
|
|
|
|
98.09
|
|
|
|
75.53
|
|
|
|
69.93
|
|
|
|
74.41
|
|
Huaiyin
|
|
|
95.99
|
|
|
|
89.00
|
|
|
|
90.79
|
|
|
|
63.74
|
|
|
|
61.68
|
|
|
|
67.22
|
|
Jinling Coal-fired
|
|
|
87.83
|
|
|
|
95.21
|
|
|
|
89.49
|
|
|
|
70.56
|
|
|
|
76.20
|
|
|
|
72.72
|
|
Shanghai Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shidongkou I
|
|
|
100.00
|
|
|
|
96.80
|
|
|
|
95.81
|
|
|
|
75.96
|
|
|
|
67.52
|
|
|
|
71.14
|
|
Shidongkou II
|
|
|
95.41
|
|
|
|
91.82
|
|
|
|
93.42
|
|
|
|
64.66
|
|
|
|
64.20
|
|
|
|
64.83
|
|
Chongqing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luohuang
|
|
|
91.81
|
|
|
|
88.72
|
|
|
|
93.57
|
|
|
|
67.28
|
|
|
|
52.57
|
|
|
|
63.21
|
|
Zhejiang Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changxing(1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Yuhuan
|
|
|
93.24
|
|
|
|
93.08
|
|
|
|
92.76
|
|
|
|
76.39
|
|
|
|
68.64
|
|
|
|
72.07
|
|
Hunan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yueyang
|
|
|
97.49
|
|
|
|
95.21
|
|
|
|
99.99
|
|
|
|
63.66
|
|
|
|
43.55
|
|
|
|
45.02
|
|
Jiangxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinggangshan
|
|
|
87.46
|
|
|
|
94.74
|
|
|
|
92.59
|
|
|
|
56.39
|
|
|
|
52.42
|
|
|
|
57.69
|
|
Fujian Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuzhou
|
|
|
94.39
|
|
|
|
92.77
|
|
|
|
93.83
|
|
|
|
72.89
|
|
|
|
60.26
|
|
|
|
63.52
|
|
Guangdong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shantou
|
|
|
91.95
|
|
|
|
93.19
|
|
|
|
97.85
|
|
|
|
67.40
|
|
|
|
60.97
|
|
|
|
59.55
|
|
Haimen
|
|
|
93.15
|
|
|
|
94.75
|
|
|
|
96.1
|
|
|
|
74.22
|
|
|
|
68.84
|
|
|
|
55.76
|
|
Yunnan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diandong
|
|
|
93.28
|
|
|
|
93.07
|
|
|
|
94.25
|
|
|
|
55.40
|
|
|
|
40.36
|
|
|
|
35.8
|
|
Yuwang
|
|
|
95.34
|
|
|
|
96.81
|
|
|
|
93.92
|
|
|
|
55.30
|
|
|
|
47.25
|
|
|
|
43.31
|
|
Note:
The details of our operating power plants
and construction projects as of March 31, 2014 are described below.
Power Plants in Liaoning Province
Dalian Power Plant
Huaneng Dalian Power Plant (“Dalian
Power Plant”) is located on the outskirts of Dalian, on the coast of Bohai Bay. Dalian Power Plant, including Phase I and
Phase II, has an installed capacity of 1,400 MW and consists of four 350 MW coal-fired generating units which commenced operations
in 1988 and 1999 respectively. We hold 100% equity interest in Dalian Power Plant.
The coal supply for Dalian Power Plant is
obtained from several coal producers located mostly in Northern Shanxi Province. The coal is transported by rail from the mines
to Qinhuangdao port and shipped by special 27,000 ton automatic unloading ships to the wharf at the Dalian Power Plant. The wharf
is owned and maintained by the Dalian Port Authority and is capable of handling 30,000 ton vessels. Dalian Power Plant typically
stores 200,000 tons of coal on site.
In 2013, Dalian Power Plant obtained 64.8%
of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase price
for Dalian Power Plant in 2013 was RMB525.33 (2012: RMB574.91) per ton.
Dalian Power Plant sells its electricity
to Liaoning Electric Power Company.
Dandong Power Plant
Huaneng Dandong Power Plant (“Dandong
Power Plant”) is located on the outskirts of the city of Dandong in Liaoning. Dandong Power Plant had originally been developed
by HIPDC which, pursuant to the Reorganization Agreement, transferred all its rights and interests therein to us effective December
31, 1994. In March 1997, we began the construction of Dandong Power Plant, which comprises two 350 MW coal-fired generating units.
We hold 100% equity interest in Dandong Power Plant.
The coal supply for Dandong Power Plant
is obtained from several coal producers in Northern Shanxi Province. The coal is transported by rail from the mines to Qinhuangdao
port and shipped by barge to the Dandong port in Dandong, where it is unloaded and transported to Dandong Power Plant using special
coal handling facilities. The wharf is owned and maintained by Dandong Power Plant and is capable of handling 28,000 ton vessels.
Dandong Power Plant typically stores 220,000 tons of coal on site.
In 2013, Dandong Power Plant obtained 58.4%
of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase price
for Dandong Power Plant in 2013 was RMB483.99(2012: RMB523.36) per ton.
Dandong Power Plant sells its electricity
to Liaoning Electric Power Company.
Yingkou Power Plant
Huaneng Yingkou Power Plant (“Yingkou
Power Plant”) is located in Yingkou City in Liaoning Province. Yingkou Power Plant Phase I has an installed capacity of 640
MW and consists of two 320 MW supercritical coal-fired generating units which commenced operations in January and December 1996,
respectively. Yingkou Power Plant Phase II has an installed capacity of 1,200MW and consists of two 600 MW coal-fired generating
units which commenced operations in August and October 2007, respectively. We hold 100% equity interest in Yingkou Power Plant.
The coal supply for Yingkou Power Plant
is mainly obtained from Shanxi Province. Yingkou Power Plant typically stores 400,000 tons of coal on site. In 2013, Yingkou Power
Plant obtained 81.3% of its total consumption of coal from annual contracts and the remainder from the open market. The average
coal purchase price for Yingkou Power Plant in 2013 was RMB488.49 (2012: RMB542.15) per ton.
Yingkou Power Plant sells its electricity
to Liaoning Electric Power Company.
Yingkou Co-generation Power Plant
Huaneng Yingkou Co-generation Power Plant
(“Yingkou Co-generation Power Plant”) is located in Yingkou City in Liaoning Province. Yingkou Co-generation Power
Plant has an installed capacity of 660 MW and consists of two 330 MW generating units which commenced operation in December 2009.
We hold 100% equity interest in Yingkou Co-generation Power Plant.
The coal supply for Yingkou Co-generation
Power Plant is mainly obtained from Inner Mongolia Autonomous Region. Yingkou Co-generation Power Plant typically stores 140,000
tons of coal on site. In 2013, Yingkou Co-generation Power Plant obtained 99.4% of its total consumption of coal from annual contracts
and the remainder from the open market The average coal purchase price for Yingkou Co-generation Power Plant in 2013 was RMB393.77
(2012: RMB391.24) per ton.
Yingkou Co-generation Power Plant sells
its electricity to Liaoning Electric Power Company.
Wafangdian Wind Power Plant
Dalian Wafangdian Wind Power Plant (“Wafangdian
Wind Power Plant”) is located in Dalian City in Liaoning Province. The installed capacity of phase I of Wafangdian Wind Power
Plant is 48 MW and consists of 24 turbines. It commenced operation in June 2011. We hold 100% equity interest in Wafangdian Wind
Power Plant.
Wafangdian Wind Power Plant sells its electricity
to Liaoning Electric Power Company.
Suzihe Hydropower Plant
Liaoning Suzihe Hydropower Plant (“Suzihe
Hydropower Plant”) is located in Liaoning Province. The installed capacity of Suzihe Hydropower Plant is 37.5 MW and consists
of three 12.5 MW generating units. Unit I (12.5 MW) of Suzihe Hydropower commenced operation in August 2012. We hold 100% equity
interest in Suzihe Hydropower Plant.
Changtu Taiping Wind Power Plant
Huaneng Liaoning Changtu Taiping Wind Power
Plant (“Changtu Taiping Wind Power Plant”) is located in Liaoning Province. Phase I of the Changtu Taiping Wind Power
Plant commenced operation in November 2012, with an installed capacity of 49.5 MW, consisting of 33 wind power turbines of 1.5
MW each. We hold 100% of the equity interest in Changtu Taiping Wind Power Plant.
Construction Project in Liaoning Province
Changtu Taiping Wind Power Plant Phase
II Project
. Phase II of the Changtu Taiping Wind Power Plant commenced construction in 2013. We hold 100% equity interest in
this project. The project is planned to have an installed capacity of 48 MW, consisting of 24 wind power turbines of 2 MW each.
Power Plant in Inner Mongolia Autonomous Region
Huade Wind Power Plant
Huaneng Huade Wind Power Plant (“Huade
Wind Power Plant”) is located in Huade, Inner Mongolia Autonomous Region. Phase I of Huade Wind Power Plant has an installed
capacity of 49.5 MW and consists of 33 wind power turbines which commenced operation in 2009. Phase II of Huade Wind Power Plant
has an installed capacity of 49.5 MW and consists of 33 wind power turbines which commenced operation in June 2011. We hold 100%
equity interest in Huade Wind Power Plant.
Huade Wind Power Plant sells its electricity
to Inner Mongolia Power (Group) Co., Ltd.
Power Plants in Hebei Province
Shang’an Power Plant
Huaneng Shang’an Power Plant (“Shang’an
Power Plant”) is located on the outskirts of Shijiazhuang. Shang’an Power Plant has been developed in three separate
expansion phases. The Shang’an Power Plant Phase I has an installed capacity of 700 MW and consists of two 350 MW coal-fired
generating units which commenced operations in 1990. Shang’an Power Plant Phase II shares with the Shang’an Power Plant
Phase I certain facilities, such as coal storage facilities and effluence pipes, which have been built to accommodate the requirements
of plant expansions. The Shang’an Power Plant Phase II utilizes two 300 MW coal-fired generating units, which commenced operation
in 1997. The Shang’an Power Plant Phase III has an installed capacity of 1,200 MW and consists of two 600 MW supercritical
coal-fired generating units which commenced operations in July and August 2008, respectively. Unit 5 of Shang’an Power Plant
is the first 600MW supercritical air-cooling unit which commenced operation in the PRC. We hold 100% equity interest in Shang’an
Power Plant.
The coal supply for Shang’an Power
Plant is obtained from numerous coal producers in Central Shanxi Province, which is approximately 64 kilometers from Shang’an
Power Plant. The coal is transported by rail from the mines to the Shang’an Power Plant. We own and maintain the coal unloading
facilities which are capable of unloading 10,000 tons of coal per day. Shang’an Power Plant typically stores 300,000 tons
of coal on site.
In 2013, Shang’an Power Plant obtained
71.7% of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase
price for Shang’an Power Plant in 2013 was RMB503.93 (2012: RMB574.97) per ton.
Shang’an Power Plant sells its electricity
to Hebei Electric Power Company.
Kangbao Wind Power Plant
Huaneng Kangbao Wind Power Plant (“Kangbao
Wind Power Plant”) consists of 33 wind power turbines with a total installed capacity of 49.5 MW. In January 2011, the Phase
I of Kangbao Wind Power Plant with a total generation capacity of 49.5MW completed the trial run. We hold 100% equity interest
in Kangbao Wind Power Plant.
Kangbao Wind Power Plant sells its electricity
to Beijing-Tianjin-Tanggu Electric Power Company.
Power Plant in Gansu Province
Pingliang Power Plant
Huaneng Pingliang Power Plant (“Pingliang
Power Plant”) is located in Pingliang City of Gansu Province. Pingliang Power Plant consists of three 325 MW and one 330
MW coal-fired generating units which commenced operation in 2000, 2001 and June and November 2003 respectively. The installed capacity
of Unit I, Unit II and Unit III of Pingliang Power Plant were expanded from 300 MW to 325 MW in January 2010, respectively. The
installed capacity of Unit IV of Pingliang Power Plant was expanded from 300 MW to 330 MW in January 2011. Pingliang Power Plant
Phase II consists of two 600 MW generating units with a total installed capacity of 1200 MW, which commenced operation in February
2010 and March 2010, respectively. We hold 65% equity interest in Pingliang Power Plant.
The coal supply for Pingliang Power Plant
is obtained from local coal mines. Pingliang Power Plant typically stores 230,000 tons of coal on site. In 2013, Pingliang Power
Plant obtained 99.9% of its coal supplies from annual contracts and the remainder from the open market. The average coal purchase
price for Pingliang Power Plant in 2013 was RMB360.24 (2012: RMB434.45) per ton.
Pingliang Power Plant sells its electricity
to Gansu Electric Power Company.
Jiuquan Wind Power Project
Jiuquan Wind Power Project (“Jiuquan
Wind Power Project”) consists of three wind power plants, Ganhekou Wind Power Plant II, Qiaowan Wind Power Plant II and Qiaowan
Wind Power Plant III. It has 326 wind power turbines with a total installed capacity of 501.5 MW. In December 2011, all three wind
power plants completed the trial run. We hold 100% equity interest in Jiuquan Wind Power Project.
Jiuquan Wind Power Plant sells its electricity
to Gansu Electric Power Company.
Power Plant in Beijing Municipality
Beijing Co-generation Power Plant
Huaneng Beijing Co-generation Power Plant
(“Beijing Co-generation Power Plant”) is located in Beijing Municipality. Beijing Co-generation Power Plant has an
installed capacity of 845 MW and consists of two 165 MW generating units, two 220 MW generating units and one 75 MW generating
units which commenced operation in January 1998, January 1998, December 1998, June 1999 and April 2004, respectively. We hold 41%
equity interest in Beijing Co-generation Power Plant and believe we exercise effective control over Beijing Co-generation Power
Plant.
The coal supply for Beijing Co-generation
Power Plant is mainly obtained from Inner Mongolia Autonomous Region. Beijing Co-generation Power Plant typically stores 165,000
tons of coal on site. In 2013, Beijing Co-generation Power Plant obtained 91.2% of its total consumption of coal from annual contracts
and the remainder from the open market. The average coal purchase price for Beijing Co-generation Power Plant in 2013 was RMB551.32
(2012: RMB591.00) per ton.
Beijing Co-generation Power Plant sells
its electricity to North China Electric Power Company.
Beijing Co-generation Power Plant Expansion
Project
The gas co-generation expansion
project of Beijing Co-generation Power Plant (“Beijing Co-generation CCGT”) consists of one set of “two on
one” F-grade gas and steam combined cycle generating units with a power generation capacity of 923.4 MW, heat supply
capacity of 650 MW and heat supply area of approximately 13,000,000 square metres. High-standard denitrification, noise
reduction, water treatment and other environmental protection facilities were constructed concurrently. In December 2011,
Beijing Co-generation CCGT completed its trial run. We hold 41% equity interest in Beijing Co-generation Power Plant. Beijing Co-generation CCGT sells
its electricity to North China Electric Company.
Being the first project commencing construction
among the four major co-generation centers in Beijing, Beijing Co-generation CCGT firstly introduced the most efficient world-class F-grade gas
turbine in the PRC, thus setting a new record of the maximum heat supply capacity, minimum power consumption for power generation
and highest annual thermal efficiency for the same type of generating units in the PRC and attaining a leading and international
class design standard in the PRC.
Power Plant in Tianjin Municipality
Yangliuqing Co-generation Power Plant
Tianjin Huaneng Yangliuqing Co-generation
Power Plant (“Yangliuqing Co-generation Power Plant”) is located in Tianjin Municipality. Yangliuqing Co-generation
Power Plant has an installed capacity of 1,200 MW and consists of four 300 MW coal-fired co-generation units which commenced operation
in December 1998, September 1999, December 2006 and May 2007, respectively. We hold 55% equity interest in Yangliuqing Co-generation
Power Plant.
The coal supply for Yangliuqing Co-generation
Power Plant is mainly obtained from Shanxi Province and Inner Mongolia Autonomous Region. Yangliuqing Co-generation Power Plant
typically stores 300,000 tons of coal on site. In 2013, Yangliuqing Co-generation Power Plant obtained 71.8% of its total consumption
of coal from annual contracts and the remainder from the open market. The average coal purchase price for Yangliuqing Co-generation
Power Plant in 2013 was RMB502.55 (2012: RMB558.73) per ton.
Yangliuqing Co-generation Power Plant sells
its electricity to North China Electric Company.
Power Plant in Shanxi Province
Yushe Power Plant
Huaneng Yushe Power Plant (“Yushe
Power Plant”) is located in Yushe County of Shanxi Province. Yushe Power Plant Phase I has an installed capacity of 200 MW
and consists of two 100 MW coal-fired generating units which commenced operations in August and December 1994, respectively. Two
300 MW coal-fired generating units of Yushe Power Plant Phase II commenced operations in October and November 2004, respectively.
Yushe Power Plant Phase I was shut down in 2011. We hold 60% equity interest in Yushe Power Plant.
The coal supply for Yushe Power Plant is
obtained from several coal producers located mostly in Shanxi Province. Yushe Power Plant typically stores 500,000 tons of coal
on site. In 2013, Yushe Power Plant obtained approximately 28.7% of its total consumption of coal from annual contracts and the
remainder from the open market. The average coal purchase price for Yushe Power Plant in 2013 was RMB 328.53 (2012: RMB438.04)
per ton.
Yushe Power Plant sells its electricity
to Shanxi Electric Power Company.
Zuoquan Power Plant
Shanxi Huaneng Zuoquan Power Plant (“Zuoquan
Power Plant”) is located in Zuoquan County of Shanxi Province. Zuoquan Power Plant has an installed capacity of 1,346 MW
and consists of two 673 MW coal-fired generating units which commenced operations in December 2011 and January 2012, respectively.
We hold 80% equity interest in Zuoquan Power Plant.
Zuoquan Power Plant typically stores 200,000
tons of coal on site. In 2012, Zuoquan Power Plant obtained approximately 16.0% of its total consumption of coal from annual contracts
and the remainders from the open market. The average coal purchase price for Zuoquan Power Plant in 2013 was RMB396.58 per ton
(2012: RMB501.23).
Zuoquan Power Plant sells its electricity
to Shanxi Electric Power Company.
Power Plants in Shandong Province
Dezhou Power Plant
Huaneng Dezhou Power Plant
(“Dezhou Power Plant”) is located in Dezhou City, near the border between Shandong and Hebei Provinces, close to
an industrial zone that is an important user of electric power for industrial and commercial purposes. Dezhou Power Plant is
comprised of three phases, with Phase I consisting of one 320MW and one 330MW coal-fired generating units, Phase II
consisting of two 300 MW coal-fired generating units, and Phase III consisting of two 700 MW coal-fired generating units. The
installed capacity of Unit IV was upgraded from 300 MW to 320 MW in January 2009. We hold 100% equity interest in Dezhou
Power Plant.
Dezhou Power Plant is approximately 200
km from Taiyuan, Shanxi Province, the source of the plant’s coal supply. The plant is located on the Taiyuan-Shijiazhuang-Dezhou
rail line, giving it access to transportation facilities for coal. Dezhou Power Plant typically stores 400,000 tons of coal on
site. In 2013, Dezhou Power Plant obtained approximately 86.7% of its total consumption of coal from annual contracts and the remainder
from the open market. The average coal purchase price for Dezhou Power Plant in 2013 was RMB555.47 (2012: RMB614.01) per ton. The
plant is connected to the main trunk rail line at Dezhou by a dedicated 3.5 km spur line owned by us.
Dezhou Power Plant sells its electricity
to Shandong Electric Power Company.
Jining Power Plant
Huaneng Jining Power Plant (“Jining
Power Plant”) is located in Jining City, near the Jining load center and near numerous coal mines. Yanzhou coal mine, which
is adjacent to the plant, alone has annual production of approximately 20 million tons. Jining Power Plant typically stores 100,000
tons of coal on site.
Jining Power Plant currently consists of
two coal-fired generating units, with an aggregate installed capacity of 270 MW. In addition, Jining Power Plant (Co-generation)
has an installed capacity of 700 MW and consists of two 350 MW generating units which commenced operation in November and December
2009, respectively. We hold 100% equity interest in Jining Power Plant.
In 2013, Jining Power Plant obtained approximately
83.9% of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase
price for Jining Power Plant in 2013 was RMB533.71 (2012: RMB602.62) per ton.
Jining Power Plant sells its electricity
to Shandong Electric Power Company.
Xindian Power Plant
Huaneng Xindian Power Plant (“Xindian
Power Plant”) is located in Zibo City of Shandong Province. Xindian Power Plant has an installed capacity of 450 MW and consists
of two 225 MW coal-fired generating units which commenced operations in December 2001 and January 2002, respectively, and were
shut down in September 2009. Xindian Power Plant Phase III Expansion consists of two 300 MW generating units with a total installed
capacity of 600 MW, which were put into operation in September and November 2006, respectively. We hold 95% equity interest in
Xindian Power Plant.
The coal supply for Xindian Power Plant
is obtained from several coal producers located mostly in Shanxi Province. Xindian Power Plant typically stores 250,000 tons of
coal on site. In 2013, Xindian Power Plant obtained 74.6% of its total consumption of coal from annual contracts and the remainder
from the open market. The average coal purchase price for Xindian Power Plant in 2013 was RMB542.98 (2012: RMB603.15) per ton.
Xindian Power Plant sells its electricity
to Shandong Electric Power Company.
Weihai Power Plant
Huaneng Weihai Power Plant (“Weihai
Power Plant”) is located approximately 16 km southeast of Weihai City, on the shore of the Bohai Gulf. Its location provides
access to cooling water for operations and transportation of coal as well as ash and slag disposal facilities. We hold 60% equity
interest in Weihai Power Plant, the remaining 40% interest of which is owned by Weihai Power Development Bureau (“WPDB”).
Weihai Power Plant Phase I consists of
two 125 MW generating units (Units I and II), and Phase II consists of two 320 MW generating units (Units III and IV). Unit I
began commercial operation in May 1994 and was shut down in December 2008, and Unit II began commercial operation in January
1995 and was shut down in November 2008. Unit III and Unit IV commenced operation in March and November 1998, respectively.
Each of the Units III and IV was upgraded from 300 MW to 320 MW in January 2009. Weihai Power Plant Phase III consists of two
680 MW generating units which commenced operations in December 2012. The coal supply for Weihai Power Plant is obtained from
Shanxi Province and Inner Mongolia. Weihai Power Plant typically stores 160,000 tons of coal on site. In 2013, Weihai Power
Plant obtained approximately 18.1% of its total consumption of coal from annual contracts and the remainder from the open
market. The average coal purchase price for Weihai Power Plant in 2013 was RMB535.57 (2012: RMB576.93) per ton.
Weihai Power Plant sells its electricity
to Shandong Electric Power Company.
Rizhao Power Plant
Huaneng Rizhao Power Plant (“Rizhao
Power Plant”) is located in Rizhao City of Shandong Province. Rizhao Power Plant currently has an aggregate installed capacity
of 2,060 MW. Rizhao Power Plant Phase I has an installed capacity of 700 MW and consists of two 350 MW coal-fired generating units
which both commenced operations in April 2000. We hold 44% equity interests in Phase I of Rizhao Power Plant.
We hold 100% equity interest in Phase II
of Rizhao Power Plant, which commenced operation in December 2008 and consists of two 680 MW supercritical coal-fired generating
units. The coal supply for Phase II of Rizhao Power Plant is obtained from Shanxi Province. Phase II of Rizhao Power Plant typically
stores 200,000 tons of coal on site. In 2013, Phase II of Rizhao Power Plant obtained 9.7% of its total consumption of coal from
annual contracts and the remainder from the open market. The average coal purchase price for Phase II of Rizhao Power Plant in
2013 was RMB 570.52 (2012: RMB625.27) per ton.
Rizhao Power Plant sells its electricity
to Shandong Electric Power Company.
Zhanhua Co-generation Power Plant
Shandong Zhanhua Co-generation Limited Company
(“Zhanhua Co-generation Power Plant”) is located in Zhanhua City of Shandong Province. Zhanhua Co-generation Power
Plant currently has an aggregate installed capacity of 330 MW, consisting of two generating units which commenced operations in
July 2005. We hold 100% equity interest in Zhanhua Co-generation Power Plant.
The coal supply for Zhanhua Co-generation
Power Plant is mainly obtained from Inner Mongolia Autonomous Region. Zhanhua Co-generation Power Plant typically stores 90,000
tons of coal on site. In 2013, Zhanhua Co-generation Power Plant obtained 93.7% of its total consumption of coal from annual contracts
and the remainder from the open market. The average coal purchase price for Zhanhua Co-generation Power Plant in 2013 was RMB490.48
(2012: RMB583.66 ) per ton.
Zhanhua Co-generation Power Plant sells
its electricity to Shandong Electric Power Company.
Power Plant in Henan Province
Qinbei Power Plant
Huaneng Qinbei Power Plant (“Qinbei
Power Plant”) is located in Jiyuan City of Henan Province. Its installed capacity is 2,400 MW which consists of four 600
MW supercritical coal-fired generating units. Two units commenced operations in November and December 2004, and the other two units
commenced operation in November 2007. In March 2012 and February 2013, two 1,000 MW domestic ultra-supercritical coal-fired generating
units of the Phase III of Qinbei Power Plant commenced operation, respectively. We hold 60% equity interest in Qinbei Power Plant.
The coal supply for Qinbei Power Plant is
obtained from Shanxi Province. Qinbei Power Plant typically stores 270,000 tons of coal on site. In 2013, Qinbei Power Plant obtained
55.0% of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase
price for Qinbei Power Plant in 2013 was RMB562.58 (2012: RMB629.69) per ton.
Qinbei Power Plant sells its electricity
to Henan Electric Power Company.
Construction Project in Henan Province
Mianchi Cogeneration Power Plant project
.
In September 2012, Henan Huaneng Mianchi Cogeneration Power Plant project was approved by the National Development and Reform Commission.
The project is planned to consist of two sets of 350MW coal-fired cogeneration units. We hold 51% equity interest in this project.
Luoyang Cogeneration Power Plant project.
The project is planned to consist of two sets of 350MW coal-fired generation units. We hold 51% equity interest in this project.
Power Plants and Projects in Jiangsu Province
Nantong Power Plant
Huaneng Nantong Power Plant (“Nantong
Power Plant”) is located in the city of Nantong. Nantong Power Plant, including Phase I and Phase II, has an installed capacity
of 1,404 MW and consists of two 352 MW and two 350 MW coal-fired generating units which commenced operations in 1989, 1990 and
1999. We hold 100% equity interest in Nantong Power Plant.
The coal supply for Nantong Power Plant
is obtained from several coal producers located mostly in Northern Shanxi Province. The coal is transported by rail from the mines
to Qinhuangdao port and then shipped to the Nantong Power Plant. Nantong Power Plant typically stores 300,000 tons of coal on site.
In 2013, Nantong Power Plant obtained 71.3%
of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase price
for Nantong Power Plant in 2013 was RMB545.84 (2012: RMB610.16) per ton.
Nantong Power Plant sells its electricity
to Jiangsu Electric Power Company.
Nanjing Power Plant
Huaneng Nanjing Power Plant (“Nanjing
Power Plant”) has an installed capacity of 640 MW consisting of two 320 MW coal-fired generating units which commenced operations
in March and October 1994, respectively. We hold 100% equity interest in Nanjing Power Plant.
The coal supply for the Nanjing Power Plant
is obtained from several coal producers located in the Shanxi and Anhui Provinces. The coal is transported by rail from the mines
to Yuxikou Port and Pukou Port and shipped to the plant’s own wharf facilities. The wharf is capable of handling 6,000 ton
vessels. Nanjing Power Plant typically stores 120,000 tons of coal on site and consumes 5,000 tons of coal per day when operating
at maximum generating capacity.
In 2013, Nanjing Power Plant obtained approximately
42.2% of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase
price for Nanjing Power Plant in 2013 was RMB614.05 (2012: RMB643.15) per ton.
Nanjing Power Plant sells its electricity
to Jiangsu Electric Power Company.
Taicang Power Plant
Huaneng Taicang Power Plant (“Taicang
Power Plant”) is located in the vicinity of Suzhou, Wuxi and Changzhou, which is the most affluent area in Jiangsu Province.
Taicang Power Plant is an ancillary facility of the China-Singapore Suzhou Industrial Park. Taicang Power Plant Phase I consists
of two 300 MW coal-fired generating units, which commenced operations in December 1999 and April 2000 respectively. Taicang Phase
II Expansion consists of two 600 MW coal-fired generating units, which commenced operations in January and February 2006, respectively.
In April 2008, the installed capacities of the four units of Taicang Power Plant were upgraded to 320 MW, 320 MW, 630 MW and 630
MW, respectively, which increased the total installed capacity of Taicang Power Plant to 1,900 MW. We hold 75% equity interest
in Taicang Power Plant.
The coal supply for Taicang Power Plant
is primarily from Shenhua in Inner Mongolia and Datong in Shanxi Province. Taicang Power Plant typically stores 350,000 tons of
coal on site. In 2013, Taicang Power Plant obtained approximately 20.3% of its total consumption of coal from annual contracts
and the remainder from the open market. The average coal purchase price for Taicang Power Plant in 2013 was RMB505.13 (2012: RMB581.59)
per ton.
Taicang Power Plant sells its electricity
to Jiangsu Electric Power Company.
Huaiyin Power Plant
Huaneng Huaiyin Power Plant
(“Huaiyin Power Plant”) is located in the Center of the Northern Jiangsu Power Grid. The plant’s two 220 MW
coal-fired generating units commenced operation in November 1993 and August 1994, respectively. In order to reduce energy
consumption and increase capacity, one generating unit of Huaiyin Power Plant was upgraded in October 2001, which increased
the maximum generating capacity of that unit to 220 MW. In 2002, upgrading of the second generating unit was completed, and
the actual generating capacity of Huaiyin Power Plant is 440 MW. The other two 330 MW coal-fired generating units of Huaiyin
Power Plant Phase II Expansion commenced operations in January and March 2005, respectively. Huaiyin Power Plant Phase III
consists of two 330 MW coal-fired generating units, and which were put into operation in May and September 2006,
respectively. We hold 100% equity interest in Phase I and 63.64% equity interest in Phase II and Phase III of Huaiyin Power
Plant. Unit I and Unit II of Huaiyin Power Plant were shut down in December 2007 and January 2009, respectively.
The coal supply for the Huaiyin Power Plant
is primarily from Anhui Province, Henan Province and Shanxi Province. Huaiyin Power Plant typically stores 180,000 tons of coal
on site. In 2013, Huaiyin Power Plant obtained approximately 27.2% of its total consumption of coal from annual contracts and the
remainder from the open market. The average coal purchase price for Huaiyin Power Plant in 2013 was RMB590.54 (2012: RMB668.58)
per ton.
Huaiyin Power Plant sells its electricity
to Jiangsu Electric Power Company.
Jinling Power Plant
Huaneng Nanjing Jinling Power Plant (“Jinling
Power Plant”) is located in Nanjing, Jiangsu. Jinling Power Plant (CCGT) consists of two 390 MW gas-fired generating units,
which commenced operation in December 2006 and March 2007, respectively. We hold 60% equity interest in Jinling Power Plant (CCGT).
The gas supply for Jinling Power Plant (CCGT) is transported through the pipeline of “West-East Gas Transport Project”.
Jinling Power Plant (Coal-fired) consists
of two 1,030 MW domestic ultra-supercritical coal-fired generating units, which commenced operation in December 2009 and August
2012, respectively. We hold 60% equity interest in Phase I and Phase II of Jinling Power Plant (Coal-fired). The coal supply for
Jinling Power Plant (Coal-fired) is primarily from Shanxi Province and Inner Mongolia Autonomous Region. Jinling Power Plant (Coal-fired)
typically stores 300,000 tons of coal on site. In 2013, Jinling Power Plant (Coal-fired) obtained approximately 14.9% of its total
consumption of coal from annual contracts and the remainder from the open market. The average coal purchase price for Jinling Power
Plant (Coal-fired) in 2013 was RMB571.87 (2012: RMB645.63) per ton.
Jinling Power Plant sells its electricity
to Jiangsu Electric Power Company.
Qidong Wind Power Plant
Huaneng Qidong Wind Power Plant (“Qidong
Wind Power Plant”) is located in Nantong City, Jiangsu. Qidong Wind Power Phase I has an installed capacity of 91.5 MW and
commenced operation in March 2009. The first stage and second stage of the Phase II Project of Qidong Wind Power Plant with a total
generation capacity of 50 MW and 44 MW respectively commenced operation in January 2011 and June 2012, respectively. We hold 65%
equity interest in Qidong Power Plant.
Qidong Wind Power Plant sells its electricity
to Jiangsu Electric Power Company.
Taicang Coal Pier Project
Suzhou Port Taicang Terminal Zone Huaneng
Coal Pier (“Taicang Coal Pier Project”) is located in Taicang, Suzhou. The Taicang Coal Pier Project has one berth
of 100,000 dead weight tonnage (“DWT”) and one berth of 50,000 DWT for coal discharging, four berths of 5,000 DWT each
and six berths of 1,000 DWT each for coal loading. The above facilities have commenced trial operation in 2013. We hold 100% equity
interest in this project.
Jinling Combined Cycle Cogeneration Power
Plant
Jinling Combined Cycle Cogeneration Power
Plant is located in Nanjing, Jiangsu. The plant comprises of two 191 MW class (E grade) combined cycle gas turbine cogeneration
units and the corresponding support facilities. The two units commenced operation in April 2013 and May 2013, respectively.
We hold 51% equity interest in this Plant. The gas supply for the Plant is transported through the pipeline of “West-East
Gas Transport Project”.
Jinling Combined Cycle Cogeneration Power
Plant sells its electricity to Jiangsu Electric Power Company.
Rudong Wind Power Plant
Rudong Wind Power Plant is located in Rudong,
Jiangsu. Phase I of the plant has a total installed generation capacity of 48MW. It commenced operations in November 2013. We
hold 65% equity interest in Rudong Wind Power Plant.
Rudong Wind Power Plant sells its electricity
to Jiangsu Electric Power Company.
Construction Project in Jiangsu Province
Suzhou Gasfired Co-generation Project
.
In October 2012, Huaneng Suzhou gasfired Co-generation Project was approval from the Jiangsu Province Development and Reform Commission.
We hold 100% equity interest in this project. The Project is planned to consist of two sets of 255MW class (E-class) combined cycle
gas turbine cogeneration units.
Power Plants in Shanghai Municipality
Shidongkou I
Huaneng Shanghai Shidongkou First Power
Plant (“Shidongkou I”) is located in the northern region of the Shanghai Power Grid. The plant comprises four 325 MW
coal-fired generating units, which commenced operation in February and December 1988, September 1989 and May 1990 respectively,
and has a total installed capacity of 1,300 MW. The installed capacities of Unit II and Unit III were expanded from 300 MW to 325
MW in September 2007 and January 2008, respectively. The installed capacities of Unit I and Unit V were expanded from 300 MW and
320 MW to 325 MW and 325 MW in January 2010, respectively. We hold 100% equity interest in Shidongkou I.
The coal supply for Shidongkou I is primarily
from Shanxi Province, Anhui Province and Henan Province. Shidongkou I Power Plant typically stores 150,000 tons of coal on site.
In 2013, Shidongkou I obtained 15.5% of its total consumption of coal from annual contracts and the remainder from the open market.
The average coal purchase price for Shidongkou I in 2013 was RMB455.53 (2012: RMB551.96) per ton.
Shidongkou I sells its electricity to Shanghai
Municipal Electric Power Company.
Shidongkou II
Huaneng Shanghai Shidongkou Second Power
Plant (“Shidongkou II”) is located in the northern suburbs of Shanghai. Shidongkou II has an installed capacity of
1,200 MW and consists of two 600 MW coal-fired super-critical units which commenced operations in June and December 1992, respectively.
We hold 100% equity interest in Phase I of Shidongkou II. Phase II of Shidongkou II has an installed capacity of 1,320 MW and consists
of two 660 MW coal-fired super-critical units which commenced operations in October 2011. We hold 50% equity interest in Phase
II of Shidongkou II.
The coal supply for Shidongkou II is obtained
from several coal producers located mostly in Northern Shanxi Province. The coal is transported by rail from the mines to Qinhuangdao
port or Tianjin port and shipped to the plant’s own wharf facilities. The wharf is capable of handling 35,000 ton vessels.
Shidongkou II typically stores 180,000 tons of coal on site.
In 2013, Shidongkou II obtained 19.3% of
its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase price for
Shidongkou II in 2013 was RMB475.21 (2012: RMB569.93) per ton.
Shidongkou II sells its electricity to Shanghai
Municipal Electric Power Company.
Shanghai CCGT
Huaneng Shanghai Combined Cycle Gas Turbine
Power Plant (“Shanghai CCGT”) is located in Baoshan District of Shanghai Municipality. Shanghai CCGT consists of three
390 MW gas-fired combined-cycle generating units with a total installed capacity of 1,170 MW, which were put into operation in
May, June and July 2006, respectively. We hold 70% equity interest in Shanghai CCGT.
The gas supply for Shanghai CCGT is transported
through the pipeline of “West-East Gas Transport Project”. Shanghai CCGT generates electricity during the peak load
periods and sells its electricity to Shanghai Municipal Electric Power Company.
Power Plant in Chongqing Municipality
Luohuang Power Plant
Huaneng Luohuang Power Plant (“Luohuang
Power Plant”) is located in Chongqing Municipality. Each of Phase I and Phase II of Luohuang Power Plant has an installed
capacity of 720 MW and consists of two 360 MW coal-fired generating units. The two units in Phase I commenced operation in September
1991 and February 1992 respectively, and the two units in Phase II commenced operation in December 1998. Luohuang Power Plant Phase
III consist of two 600 MW coal-fired generating units with an installed capacity of 1,200 MW, which were put into operation in
December 2006 and January 2007, respectively. We hold 60% equity interest in Luohuang Power Plant.
The coal supply for Luohuang Power Plant
is obtained from Chongqing Municipality. Luohuang Power Plant typically stores 450,000 tons of coal on site. In 2013, Luohuang
Power Plant obtained 61.4% of its coal supplies from annual contracts and the remainder from the open market. The average coal
purchase price for Luohuang Power Plant in 2013 was RMB537.73 (2012: RMB601.94) per ton.
Luohuang Power Plant sells its electricity
to Chongqing Municipal Electric Power Company.
Construction Projects in Chongqing Municipality
Chongqing Liang Jiang
Gas-Fired Combined Cooling-Heating-Power Project. In December 2011, Chongqing Liang Jiang Gas-Fired Combined
Cooling-Heating-Power Project was approved by Chongqing Municipal Development and Reform Commission. We hold 100% equity
interest in this project. The project includes the construction of five 300 MW class (F grade) combined cycle gas turbine
cogeneration units with a total installed capacity of 1,500 MW.
Power Plants in Zhejiang Province
Changxing Power Plant
Huaneng Changxing Power Plant (“Changxing
Power Plant”) is located at the intersection of Zhejiang Province, Jiangsu Province and Anhui Province. Changxing Power Plant
is a key power plant in northern Zhejiang area. It has one 125 MW and one 135 MW coal-fired generating unit which commenced operation
in January and August 1992, respectively. In January 2011, we closed down the two generation units with a total generation capacity
of 260 MW at Changxing Power Plant.
Yuhuan Power Plant
Huaneng Yuhuan Power Plant (“Yuhuan
Power Plant”) is located in Taizhou of Zhejiang Province. Yuhuan Power Plant Phase I consists of two 1,000 MW ultra-supercritical
coal-fired generating units with a total installed capacity of 2,000 MW. Unit I and Unit II were put into operation in November
2006 and December 2006, respectively. Yuhuan Power Plant Phase II consists of two 1,000 MW ultra-supercritical coal-fired generating
units with a total installed capacity of 2,000 MW, which commenced operations in November 2007. We hold 100% equity interest in
Yuhuan Power Plant.
The coal supply for Yuhuan Power Plant is
primarily obtained from Shanxi Province and Inner Mongolia Autonomous Region. Yuhuan Power Plant typically stores 500,000 tons
of coal on site. In 2013, Yuhuan Power Plant obtained 59.9% of its total consumption of coal from annual contracts and the remainder
from the open market. The average coal purchase price for Yuhuan Power Plant in 2013 was RMB615.59(2012: RMB714.59) per ton.
Yuhuan Power Plant sells its electricity
to Zhejiang Electric Power Company.
Construction Projects in Zhejiang Province
Zhejiang Tongxiang Gas-Fired Co-generation
project
. In July 2012, Zhejiang Huaneng Tongxiang Gas-Fired Co-generation project was approved by Zhejiang Province Development
and Reform Commission. We hold 95% equity interest in this project. The project consists of two sets of 200 MW class
combined cycle gas turbine cogeneration units.
Changxing project
. In March 2012,
Huaneng Changxing Power Plant “Replacing Small Units with Large Ones” Project has been approved by Zhejiang Province
Development and Reform Commission. We hold 100% equity interest in this project. The project consists of two sets
of 660 MW ultra-supercritical coal-fired generating units.
Power Plant in Hunan Province
Yueyang Power Plant
Huaneng Yueyang Power Plant (“Yueyang
Power Plant”) is located in Yueyang City of Hunan Province. Yueyang Power Plant Phase I has an installed capacity of 725
MW and consists of two 362.5 MW sub-critical coal-fired generating units which commenced operation in September and December 1991
respectively. Yueyang Power Plant Phase II consists of two 300MW coal-fired generating units with installed capacity of 600 MW,
which were put into operation in March and May 2006, respectively. Huaneng Yueyang Power Plant Phase III (“Yueyang Power
Plant Phase III”) consists of two 600 MW generating units with a total installed capacity of 1,200 MW. In January
2011 and August 2012, Unit 5 and Unit 6 of Yueyang Power Plant Phase III, two 600MW coalfired generating units, commenced operation,
respectively. We hold 55% equity interest in Yueyang Power Plant.
The coal supply for Yueyang Power Plant
is obtained from Datong in Shanxi Province. Yueyang Power Plant typically stores 500,000 tons of coal on site. In 2013, Yueyang
Power Plant obtained 29.7% of its total consumption of coal from annual contracts and the remainder from the open market. The average
coal purchase price for Yueyang Power Plant in 2013 was RMB604.30 (2012: RMB642.07) per ton.
Yueyang Power Plant sells its electricity
to Hunan Electric Power Company.
Yongzhou Xiangqi Hydropower Station
Huaneng Yongzhou Xiangqi Hydropower
Station (“Xiangqi Hydropower Station”) is located in Xiangqi County of Hunan Province. Xiangqi Hydropower Station
consists of four 20 MW hydraulic generating units with a total installed capacity of 80 MW. In December 2011, Unit I of
Xiangqi Hydropower Station with an installed capacity of 20 MW passed a trial run. Unit I and Unit II of Yongzhou Xiangqi
Hydropower Station with an installed capacity of 20 MW each commenced operation in December 2011 and May 2012, respectively.
Unit III and Unit IV of Xiangqi Hydropower Station with an installed capacity of 20 MW commenced operation in May and
August 2012, respectively. We hold 100% equity interest in Xiangqi Hydropower Station.
Xiangqi Hydropower Station sells its electricity
to Hunan Electric Power Company.
Construction Projects in Hunan Province
Subaoding Wind Power Project
Hunan Subaoding Wind Power Project is located
between Hongjiang City and Dongkou County in Hunan. Construction is planned for 75 wind power turbines each with
a generation capacity of 2000kw wind power. We hold 100% equity interest in the Subaoding Wind Power Project.
Power Plant in Hubei Province
Enshi Hydropower Station
Hubei Enshi Maweigou Hydropower Station
(“Enshi Hydropower Station”) is located in Enshi City of Hubei Province. We entered into an equity transfer agreement
to acquire Enshi Hydropower Station on September 30, 2011. Enshi Hydropower Station is planned to consist of eleven 5 MW hydraulic
generating units with a total installed capacity of 55 MW. In December 2011, an installed capacity of 15 MW of Enshi Hydropower
Station commenced operation. We hold 100% equity interest in Enshi Hydropower Station.
Enshi Hydropower Station sells its electricity
to Hubei Electric Power Company.
Power Plant in Jiangxi Province
Jinggangshan Power Plant
Huaneng Jinggangshan Power Plant (“Jinggangshan
Power Plant”) is located in Ji’an City of Jiangxi Province. Jinggangshan Power Plant has an installed capacity of 1,920
MW and consists of two 300 MW coal-fired generating units which commenced operation in December 2000 and August 2001 respectively,
and two 660 MW generating units which commenced operation in November and December 2009, respectively. We hold 100% equity interest
in Jinggangshan Power Plant.
The coal supply for Jinggangshan Power Plant
is obtained from Henan Province, Anhui Province and Jiangxi Province. Jinggangshan Power Plant typically stores 255,000 tons of
coal on site. In 2013, Jinggangshan Power Plant obtained 63.1% of its total coal consumption from annual contracts and the remainder
from the open market. The average coal purchase price for Jinggangshan Power Plant in 2013 was RMB669.05 (2012: RMB787.28) per
ton.
Jinggangshan Power Plant sells its electricity
to Jiangxi Electric Power Company.
Construction Projects in Jiangxi Province
Jianggongling Wind Power Project
Jianggongling Wind Power Project is located
in Jiujiang, Jiangxi. The project is planned to have 24 wind power turbines with a total generation capacity of 48MW. We hold 100%
equity interest in the project.
Power Plant in Fujian Province
Fuzhou Power Plant
Huaneng Fuzhou Power Plant
(“Fuzhou Power Plant”) is located on the south bank of the Min River, southeast of the city of Fuzhou. Fuzhou
Power Plant has been developed in three phases. The Fuzhou Power Plant Phase I and Phase II utilize four 350 MW coal-fired
generating units with an installed capacity of 1,400 MW, and commenced operations in 1988 and 1999, respectively. The Fuzhou
Power Plant Phase III consists of two 600 MW generating units with a total installed capacity of 1,200 MW, and commenced
operations in 2010 and 2011, respectively. The capacity of Unit V and Unit VI of the Fuzhou Power Plant Phase III was
expanded to 660 MW per unit since January 2012. We hold 100% equity interest in Fuzhou Power Plant.
The coal supply for Fuzhou Power Plant is
obtained from several coal producers located mostly in Northern Shanxi Province. The coal is transported by rail from the mines
to Qinhuangdao port and by ship down to the east coast of China and up to the Min River to a wharf located at Fuzhou Power Plant.
We own and maintain the wharf, which is capable of handling vessels of up to 20,000 tons and of unloading 10,000 tons to 15,000
tons of coal per day. Fuzhou Power Plant typically stores 180,000 tons of coal on site.
In 2013, the Fuzhou Power Plant obtained
18.9% of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase
price for Fuzhou Power Plant in 2013 was RMB586.87 (2012: RMB656.37 ) per ton.
Fuzhou Power Plant sells its electricity
to Fujian Electricity Power Company.
Power Plants in Guangdong Province
Shantou Power Plant
Huaneng Shantou Coal-Fired Power Plant (“Shantou
Power Plant”) had originally been developed and constructed by HIPDC which transferred all its rights and interests therein
to us effective on December 31, 1994. Located on the outskirts of the city of Shantou, Shantou Power Plant was set up with the
support of the Shantou municipal government and the Guangdong provincial government. Shantou Power Plant Phase I consists of two
300 MW coal-fired generating units with boilers, which commenced operation in January 1997. Shantou Power Plant Phase II consists
of one 600 MW coal-fired generating unit and commenced operation in October 2005. We hold 100% equity interest in Shantou Power
Plant.
The coal supply for Shantou Power Plant
is obtained from several coal producers located mostly in the northern area of Shanxi Province. The coal is transported by rail
from the mines to Qinhuangdao port and by ship down the east coast of China to the wharf located at Shantou Power Plant, which
is maintained by the Shantou Port Authority and is capable of handling 35,000 ton vessels. The Shantou Power Plant typically stores
300,000 tons of coal on site.
In 2013, the Shantou Power Plant obtained
23.2% of its total consumption of coal from annual contracts and the remainder from the open market. The average coal purchase
price for Shantou Power Plant in 2013 was RMB579.67 (2012: RMB656.52) per ton.
Shantou Power Plant sells its electricity
to Guangdong Electric Power Company.
Haimen Power Plant
Huaneng Haimen Power Plant (“Haimen
Power Plant”) is located in Shantou City, Guangdong Province. Haimen Power Plant has an installed capacity of 4,144 MW and
consists of four 1,036 MW generating units. The first two generating units commenced operation in July 2009 and October 2009, respectively.
We hold 100% equity interest in the first two generating units. The other two generation units commenced operation at the beginning
of 2013. We hold 80% equity interest in the other two generating units.
The coal supply for Haimen Power Plant
is mainly imported from Indonesia. Haimen Power Plant typically stores 400,000 tons of coal on site. In 2013, Haimen Power
Plant obtained 41.0% of its total consumption of coal from annual contracts and the remainder from the open market. The
average coal purchase price for Haimen Power Plant in 2013 was RMB558.60 (2012: RMB672.22) per ton.
Haimen Power Plant sells its electricity
to Guangdong Electric Power Company.
Construction Project in Guangdong Province
Shantou Port Haimen Terminal Zone Huaneng
Coal Transit Base Project
. Shantou Port Haimen Terminal Zone Huaneng Coal Transit Base Project (“Haimen Terminal Project”)
was approved by the National Development and Reform Commission of the PRC in February 2012. Currently, we hold 100% equity interest
in this project. Haimen Terminal Project is planned to transform and newly construct a 70,000 Dead Weight Tonnage (“DWT”)
coal unloading berth, a 50,000 DWT coal loading berth and a 3,000 DWT multi-purpose berth, with a planned
annual throughput capacity of 22.7 million tons, including ship unloading capacity of 21.5 million tons and ship loading capacity
of 1.2 million tons.
Power Plants in Yunnan Province
Diandong Power Plant
Yunnan Diandong Energy Limited Company (“Diandong
Power Plant”) is located in Qujing City, Yunnan Province. Diandong Power Plant has an installed capacity of 2,400 MW and
consists of four 600 MW generating units which commenced operation in February 2006, July 2006, November 2006 and May 2007, respectively.
We hold 100% equity interest in Diandong Power Plant.
The coal supply for Diandong Power Plant
is mainly obtained from Yunnan and Guizhou Provinces. Diandong Power Plant typically stores 1,200,000 tons of coal on site. In
2013, Diandong Power Plant obtained 34.6% of its total consumption of coal from annual contracts and the remainder from the open
market. The average coal purchase price for Diandong Power Plant in 2013 was RMB469.18 (2012: RMB508.51) per ton.
Diandong Power Plant sells its electricity
to Yunnan Electric Power Company.
Yuwang Power Plant
Yunnan Diandong Yuwang Energy Limited Company
(“Yuwang Power Plant”) is located in Qujing City, Yunnan Province. Yuwang Power Plant has an installed capacity of
1,200 MW and consists of two 600 MW generating units which commenced operation in July 2009 and February 2010, respectively. We
hold 100% equity interest in Yuwang Power Plant.
The coal supply for Yuwang Power Plant is
mainly obtained from Yunnan and Guizhou Provinces. Yuwang Power Plant typically stores 600,000 tons of coal on site. In 2013, Yuwang
Power Plant obtained 36.8% of its total consumption of coal from annual contracts and the remainder from the open market. The
average coal purchase price of coal for Yuwang Power Plant in 2013 was RMB456.19 (2012: RMB454.63) per ton.
Yuwang Power Plant sells its electricity
to Yunnan Electric Power Company.
Construction Project in Yunnan Province
Yunnan Chuxiong Gas Co-generation New
Project.
Huaneng Yunnan Chuxiong Gas Co-generation New Project (“Yunnan Chuxiong Project”), which is wholly owned
by us, was approved by the Development and Reform Commission of the Yunnan Province in February 2012. We hold 100% equity interest
in this project. Yunnan Chuxiong Project is planned to build two 300 MW class combined cycle gas turbine cogeneration units.
Diandong Mine Project
. Diandong Mine
Project consists of Bailongshan Coal Mine and Yuwang Coal Mine with an area of approximately 131.4 square kilometers. It has a
recoverable reserve of approximately 1.788 billion tons. Diandong Mine Project is planned to commence operation gradually from
2014 to 2018, with an aggregate planned production capacity of approximately 6.0 million tons per year.
Wenbi Mountian Wind Power Project.
Huaneng
Fuyuan Wenbi Mountain Wind Power Project (“Wenbi Wind Power Project”) is located in Qujing, Yunnan. The project is planned
to have 20 wind power turbines, each with a generation capacity of 2000kw, and a total generation capacity of 40MW, and other supporting
facilities.
Power Plant in Singapore
Tuas Power
Tuas Power is one of the three largest
power generation companies in Singapore, which is located at 60 Tuas South Avenue 9, the west coast of Singapore. With a
licensed generating capacity of 2,670MW, it currently has an installed operation generating capacity of 2,577 MW, comprising
of four 367.5MW and one 405.9 MW gas-fired combined cycle generating units, one 101MW unit of the Tembusu multi-utility
complex and one 600 MW oil-fired steam generating unit.
The oil supply of Tuas Power is obtained
through auction in the open market. The gas supply is obtained from Gas Supply Pte Ltd and Sembcorp Pte Ltd.
Combined
C
ycle Power Plant No. 5.
Combined Cycle Power Plant No.
5 (“CCP5”) is a natural-gas fired plant at Tuas Power Station, and has a generation capacity of 405.9MW. The
CCP5 is comprised of an Alstom GT26 gas turbine, a generator, a steam turbine and a heat recovery steam generator, all
arranged in a single shaft configuration, which will enhance CCP5’s portfolio of generation capability. CCP5 commenced
its commercial operation in December 2013. The more efficient CCP 5 will help maintain TPG’s competitive position in
the highly competitive electricity market in Singapore, which is expected to become more intense with the entry of some
3,000MW of new CCPs by the end of 2014. With the successful completion of CCP 5, which replaces the oil-fired Steam Unit 2,we
expect that Tuas Power’s market share will be preserved when power generation in Singapore moves to 100% gas-fired
plants in 2014.
Construction Project in Singapore
Tembusu Multi-Utilities
Complex
. Tembusu multi-utilities complex is expected to consist of a co-generation plant, a desalination plant and a
wastewater treatment facility, with a total installed capacity of 165 MW. The complex will be developed in multiple phases in
order to meet customers’ demand. Phase 1 consists of 1 x 450 t/h coal-biomass co-fired circulated fluidized bed boiler,
2 x 200 t/h diesel/natural gas fired boilers and 1 x 101MW steam turbine-generator, and other components of plant. Phase 1
commenced operation in February 2013. Phase 2A consists of 1 x 450 t/h coal-biomass co-fired circulated fluidized bed boiler,
1 x 200 t/h diesel/natural gas fired boiler and 1 x 32MW steam turbine-generator, and other components of the plant. The
construction work for Phase 2A is in progress and scheduled to be completed by the first quarter of 2014. TPL owns 100%
equity interest in this project.
Competition and Dispatch
All power plants in China are subject to
dispatch conducted by various dispatch centers. A dispatch center is required to dispatch electricity pursuant to the Regulations
on the Administration of Electric Power Dispatch Networks and Grids, issued by the State Council with effect from November 1, 1993,
and in accordance with its agreements with power plants subject to its dispatch. Power generation companies are also required to
enter into on-grid dispatch agreements with power grid companies. As a result, there is competition for favorable dispatch treatment
in the PRC electric power industry, especially during the off-peak load periods. More efficient power plants usually operate at
higher output than less efficient power plants. We believe that in order to increase system stability, large and efficient power
plants such as ours will be preferred as base load plants to generate power for the grids to which they connect. We believe that
our dispatch arrangements with the local power corporations and dispatch centers, superior quality equipment, lower coal consumption
rate, higher efficiency of plant operation, lower emission levels and larger capacity represent competitive advantages in the markets
in which we operate.
Since 2002, we have been facing competition
from four other major power generation groups: China Power Investment Corporation, China Huadian Power Corporation, China Guodian
Power Corporation and China Datang Power Corporation, which were created following the break-up of the former State Electric Corporation
in 2002. Although we were not affected by this reform measure, as we have developed good working relationship with the dispatch
centers and the relevant government departments in the areas where our power plants are located, there can be no assurance that
such good working relationships will not be adversely affected as more power generation companies compete for favorable dispatch
treatment.
As power generation companies were separated
from power grid companies and more competitors entered into the market, the SERC issued the
Interim Measures Regarding Promotion
of Openness, Fairness and Equitableness of Power Dispatch
, requiring power dispatch centers to treat all competitors indiscriminately
in respect of dispatch administration and information disclosure, except in cases where safe and stable operation of the electric
power system requires different treatment.
In 2008, with the purpose of improving
energy usage efficiency, the government implemented an electricity-optimized dispatch policy in Henan Province, Sichuan
Province, Jiangsu Province, Guangdong Province and Guizhou Province on a pilot basis, and plans to roll out to others if the
trial operation is successful. In addition, as of December 31, 2013, in all regions in which we operate power plants, the
government’s power administrative departments make differential power generation plan policies to improve the planned
utilization hours of the environment-protecting and energy-saving units.
Competition and Dispatch in Singapore
The Singapore power market is highly
concentrated, as the three largest power generation companies account for approximately 80% of total generating capacity.
Tuas Power competes in the NEMS using its portfolio of gas-fired and oil-fired generating units. It was able to achieve a
market share of approximately 20.60% in the NEMS for 2013. Its major competitors include Senoko Energy (formerly Senoko
Power) which is owned by a Japanese/French consortium led by Marubeni Group, YTL PowerSeraya that is owned by YTL Group of
Malaysia, SembCorp Cogen and Keppel Merlimau Cogen. A new entrant, PacificLight Power Pte Ltd, is expected to enter the
market in 2014. Tuas Power’s generating units are relatively new with a track record of steady operation and high
reliability. The technical and economic parameters of Tuas Power’s units make Tuas Power one of the leaders in
Singapore’s power industry.
In the NEMS, power generation companies
compete to generate and sell electricity every half-hour by offering their capacity (specifying price/quantity pairs). The EMC,
the operator of Singapore’s wholesale electricity market, determines the least-cost dispatch quantities and the corresponding
market-clearing or spot prices based on the offers made by power generation companies. The spot prices in the NEMS reflect the
least-cost market solution for the dispatch of energy and provision of operating reserves. In general, this means that each power
generation company that submitted an offer below the spot price will be dispatched, and a power generation company that submitted
an offer above the spot price will not be dispatched. The spot price that power generation Companys receive is a nodal price, which
may vary according to their location on the network. Nodal prices would be higher in areas where higher transmission losses are
incurred in getting the electricity to the load facilities.
Environmental Regulation
We are subject to the PRC Environmental
Protection Law, the regulations of the State Council issued thereunder, the PRC Law on the Prevention and Treatment of Water Pollution,
the PRC Law on the Prevention and Treatment of Air Pollution, the Emission Standard of Air Pollutants for Thermal Power Plants
thereunder and the PRC Law on Ocean Environment Protection (collectively the “National Environmental Laws”) and the
environmental rules promulgated by the Local Governments in whose jurisdictions our various power plants are located (the “Local
Environmental Rules”). According to the National Environmental Laws, the State Environmental Protection Bureau sets national
environmental protection standards and local environmental protection bureaus may set stricter local standards. Enterprises are
required to comply with the stricter of the two standards.
At present, new projects are subject to
the environmental evaluation approval. The project proposal is required to be submitted to the State Environmental Protection Administration
(“SEPA”) for approval.
Effective July 1, 2003, all power plants
in China became subject to the pollutant discharge levy system, pursuant to which discharge fees are levied based on the actual
amount of pollutants discharged. As a result, all of our power plants are now required to pay discharge fees in such manner. Since
2008, certain provinces have raised the rates of waste disposal fees. In 2011, 2012 and 2013, we paid to the local governments
total discharge fees of approximately RMB530 million, RMB543 million and RMB475 million respectively.
In 2011, the PRC Government promulgated
a New Emission Standards of Air Pollutants for Thermal Power Plants, which implement more stringent standards on discharge of polluting
substances by thermal power plants. These restrictive standards govern both the total sulfur dioxide and nitrous oxide emissions
from the power plant and the emission density of each chimney, and also require thermal power plants to equip all units with denitrification
facilities by the end of 2015.
In September 2013, the State Council
issued the Air Pollution Prevention Action Plan (the “Plan”), setting forth stricter requirements for air
pollution prevention and control. Local government departments have released local rules and regulations under the Plan, some
of which require higher emission standards than the national ones. Carbon emission trading has been conducted in certain
regions on a trial basis and could be gradually introduced to an expanded market in the future. On July 1, 2014, the new
pollutants emission standards for thermal power plants and the dust emission standards in key regions will also come into
effect.
In order to meet with the requirements of
the New Emission Standards, we have installed flue gas desulphurization (“FGD”) facilities and denitrification facilities
with all of our newly constructed generating units. We have also carried out sulfur disposal reform on the existing generating
units. As of the end of 2012, we have installed and operated desulphurization facilities on all our existing coal-fired generating
units.
In order to reduce fly ash, we use very
high-efficiency electrostatic precipitators. Each power plant is also equipped with a wastewater treatment facility to treat water
used by the power plant before it is released into the river or the sea. We pay discharge fees on the basis of measurements made
at discharge points of each plant where waste is released. All of the disposal equipment and facilities for sulfur dioxide, fly
ash, wastewater and noise in our existing power plants completely satisfy the existing national standards.
We believe we have implemented systems that
are adequate to control environmental pollution caused by our facilities. In addition to the measures identified above, each power
plant has its own environment protection office and staff responsible for monitoring and operating the environmental protection
equipment. The environmental protection departments of the local governments monitor the level of emissions and base their fee
assessments on the results of their tests.
We believe our environmental protection
systems and facilities for the power plants are adequate for us to comply with the currently effective national and local environmental
protection regulations. It is expected that the PRC Government will impose additional and stricter regulations to implement the
emission plan which would require additional expenditure in compliance with environmental regulations.
Environmental Regulation in Singapore
Tuas Power’s generation operations
are mainly subjected mainly to Singapore’s Environmental Protection and Management Act and Environmental Public Health Act.
The former sets out requirements pertaining to control of pollution and management of hazardous substance while the latter focuses
mainly on proper waste management.
To address the environmental
concerns and regulatory requirements, Tuas Power has put in place an environmental management system. All generating units
are equipped with pollution control facilities. Stage I steam plant burn low sulfur content fuel oil and employ an
electro-precipitator to control sulfur dioxide and particulate emissions. Stage II combined-cycle plants
burn natural gas and are fitted with low-nitrogen oxide burners to control nitrogen oxide emissions. Source emission testing
is performed annually and the results are submitted to the Pollution Control Department.
Tuas Power has a dedicated wastewater treatment
plant to treat its oily wastewater and process wastewater prior to discharge into the sea. The treatment processes are automated
to prevent accidental adverse discharge and critical parameters are monitored on a real-time basis. Trade effluent testing is performed
annually and the results are shared with the Pollution Control Department.
Land contamination is prevented through
well-designed storage and containment procedures. Specific areas for storage of waste and hazardous substances are designated within
the power plant.
Waste generated in Tuas Power plants is
identified and managed accordingly. Waste with residual value, such as waste oil, is resold to licensed collectors for reuse while
other waste is disposed through licensed disposal contractors.
Hazardous substances which have potential
to cause environmental pollution are controlled within the power plant compound. Operators who handle these chemicals are competent
and the storage concept of these substances is designed to prevent and mitigate the impact of any abnormal release. Regular audits
are conducted to ensure these hazardous substances are managed properly and the findings and recommendations for improvements are
reported to the Pollution Control Department.
Insurance
We currently maintain property all-risks
insurance and machinery-breakdown insurance for all of our power plants, and construction all-risks insurance or erection all-risks
insurance for all of our newly built and expansion projects as well as large-scaled upgrading projects. Our current insurance coverage
on our property, plant and equipment (including construction all-risk insurance) is mainly maintained with Yongcheng Property and
Casualty Insurance Company, and co-insured by PICC Property and Casualty Company Ltd. and China Pacific Property Insurance Co.,
Ltd., which amounted to approximately RMB270 billion. In July 2013, we renewed the liabilities insurance for our directors and
officers with a coverage of US$10 million.
We do not maintain any
third-party liability insurance to cover claims in respect of bodily injury or property or environment damage arising from
accidents on our property or relating to our operation other than the third-party additional risk insurance included in
construction all-risk insurance or erection all-risk insurance. We do not usually carry business interruption insurance
either, which is not customarily carried by power companies in the PRC. We believe that our insurance coverage is adequate
and is standard for the power industry in China. Please refer to the section entitled “Risk factors – Risks
relating to our business and the PRC’s power industry – Operation of power plants involves many risks and we may
not have enough insurance to cover the economic losses if any of our power plant’s ordinary operation is
interrupted.”
Tuas Power purchases key insurance policies,
such as industrial all-risks insurance, business-interruption insurance, product and public liability insurance, directors’
and officers’ liability insurance and pollution legal liability insurance. The insured value under industrial all-risks is
S$2.72 billion. For the Tembusu Multi-Utilities Complex project, the owner-controlled insurance program covers erection/ construction
all-risks insurance with delay in start-up, third party liability insurance and marine cargo insurance with delay in start-up.
ITEM 4A Unresolved Staff Comments
None
ITEM 5 Operating and Financial Review and Prospects
A. General
The principal activities of the Company
are investment, construction, operation and management of power plants. The Company provides stable and reliable electricity supply
to customers through grid operators where the operating plants are located. The Company is committed to scientific development,
increasing economic efficiency, enhancing returns for shareholders, conserving resources and protecting the environment. The Company
also attaches importance to social responsibilities and makes active efforts to build a harmonious society.
Since its incorporation, the Company has
continued to expand its operating scale, thus increasing its operating revenue. The Company has also been the industry leader in
terms of competitiveness, effectiveness of resources utilization and environmental protection. Currently, the Company is one of
the largest listed power producers in China. Its power generation operations are widely located, covering the Northeast China Grid,
the Northern China Grid, the Northwest China Grid, the Eastern China Grid, the Central China Grid, the Southern China Grid and
Singapore.
Looking back in 2013, with the strong
support of its shareholders, the employees of the Company made active and concerted efforts in response to the changes in
power, coal and capital markets by expanding overseas markets, improving marketing analysis and enhancing internal management
with a focus on key operations, thorough planning and sound controls. These efforts have contributed to growth of the Company
in various aspects and made 2013 another year of its best operating results. During 2013, the Company maintained its leading
position in major technological, economic indexes and utilization hours through safe production and active marketing
activities. Its fuel costs were considerably reduced due to stronger fuels management, and financial costs
were effectively controlled. Marked improvement was noticeable in the Company’s growth quality because of its active
power generation restructuring efforts. The Company has also made new developments in energy saving, environment protection,
and technological renovation, and diligently fulfilled its social responsibilities as a reliable provider of sufficient and
clean energy to the society.
Critical accounting policies
The Company and its subsidiaries have identified
the policies below as critical to our business operations and the understanding of our results of operations. The impact of and
any associated risks related to these policies on the business operations are discussed throughout the Operating and Financial
Review and Prospects where such policies affect our reported and expected financial results. For a detailed discussion on the application
of these and other accounting policies, see Note 2 to the Financial Statements in Item 18 of this Annual Report on Form 20-F. Note
that our preparation of this Annual Report on Form 20-F requires us to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and
the reported amount of revenue and expenses during the reported periods. There can be no assurance that actual results will not
differ from those estimates.
Depreciation of property, plant and equipment
Depreciation of property, plant and
equipment is provided based on book value less estimated residual value over estimated useful life using a straight-line
method. For impaired property, plant and equipment, depreciation is provided based on book value after deducting
the impairment provision over estimated useful life. The estimated useful lives are as follows:
|
2013
|
Dam
|
8 – 50 years
|
Port facilities
|
20 – 40 years
|
Buildings
|
8 – 30 years
|
Electric utility plant in service
|
5 – 30 years
|
Transportation facilities
|
8 – 27 years
|
Others
|
5 – 14 years
|
At the end of each year, the Company and
its subsidiaries review the estimated useful life, residual value and the depreciation method of the property, plant and equipment
for adjustment when necessary.
Management of the Company determines the
estimated useful lives of property, plant and equipment and respective depreciation. The accounting estimate is based on the expected
wear and tear incurred during power generation. Wear and tear can be significantly different following renovation each time. When
the useful lives differ from the original estimated useful lives, management will adjust the estimated useful lives accordingly.
It is possible that the estimates made based on existing experience are different from the actual outcomes within the next financial
period and could cause a material adjustment to the depreciation and carrying amount of property, plant and equipment.
Useful life of power generation license
The Company and its
subsidiaries acquired the power generation license as part of the business combination with Tuas Power. The power generation
license is initially recognized at fair value at the acquisition date. It is of indefinite useful life and is not amortized.
It is tested annually for impairment and carried at cost less accumulated impairment loss. Useful life of the power
generation license is reviewed by the Company and its subsidiaries each financial period to determine whether events and
circumstances continue to support the indefinite useful life assessment. As of year end, management of the Company and its
subsidiaries considered the estimated useful life for its power generation license as indefinite. This estimate is based on
the expected renewal of the power generation license without significant restriction and cost, together with the
consideration on related future cash flows generated and the expectation of management in continuous operations. Based on
existing knowledge, outcomes within the next financial period that are different from assumptions could require a change
in the carrying amounts of the power generation license.
Impairment of long-lived assets
The carrying amounts of property, plant
and equipment, intangible assets with definite useful lives, land use rights and long-term equity investments not accounted for
as financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount is estimated. Goodwill and power generation licenses are tested for impairment
annually regardless of whether there are indications of impairment or more frequently if events or changes in circumstances indicate
a potential impairment. An impairment loss is recognized if the carrying amount of an asset or cash-generating unit (“CGU”)
exceeds its recoverable amount.
The recoverable amount of an asset or CGU
is the greater of its value in use and its fair value less cost to sell. For impairment testing, assets are grouped together into
the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of
other assets or CGUs.
Subject to an operating segment ceiling
test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects
the lowest level at which goodwill is monitored for internal reporting purposes.
Goodwill acquired in a business combination
is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses are recognized in profit
or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated
to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata
basis.
An impairment loss in respect of goodwill
is not reversed. Except for goodwill, all impaired nonfinancial assets are subject to review for possible reversal of impairment
at each reporting date.
Key assumptions applied in the impairment
tests include the expected tariff rates, demands of electricity in specific regions where these power plants are located, fuel
cost and the expected throughput and price of related port. Management determined these key assumptions based on past performance
and its expectations on market development. If different judgments were applied, estimates could differ significantly. Actual results
could vary materially from these estimates.
Newly adopted accounting policies
The following new standards and amendments
to standards are adopted for the first time for the financial year beginning January 1, 2013.
|
·
|
Amendments to IAS 1,
“Presentation of financial statements – Presentation of items of other comprehensive income”. The
amendments require entities to present separately the items of other comprehensive income that would be reclassified to
profit or loss in the future if certain conditions are met from those that would never be reclassified to profit or loss. The
Company and its subsidiaries adopted the amendments from January 1, 2013. These amendments did not have any material impact
on the consolidated financial statements.
|
|
·
|
IFRS 10, “Consolidated financial
statements” introduces a single-control model to determine whether an investee should be consolidated, by focusing on whether
the entity has power over the investee, exposure or rights to variable returns from its involvement with the investee and the ability
to use its power to affect the amount of those returns. As a result of the adoption of IFRS 10, the Company and its subsidiaries
have changed their accounting policy with respect to determining whether they have control over an investee. The adoption did not
change any of the control conclusions reached by the Company and its subsidiaries in respect of its involvement with other entities
as at January 1, 2013.
|
|
·
|
IFRS 11, “Joint arrangements”
divides joint arrangements into joint operations and joint ventures. Entities are required to determine the type of an arrangement
by considering the structure, legal form, contractual terms and other facts and circumstances relevant to their rights and obligations
under the arrangement. Joint arrangements that are classified as joint operations under IFRS 11 are recognized on a line-by-line
basis to the extent of the joint operator’s interest in the joint operation. All other joint arrangements are classified
as joint ventures under IFRS 11 and are required to be accounted for using the equity method in the Company and its subsidiaries’
consolidated financial statements. Proportionate consolidation is no longer allowed as an accounting policy choice.
|
As a result of the adoption of
IFRS 11, the Company and its subsidiaries have changed their accounting policy with respect to their interests in joint arrangements
and re-evaluated their involvement in their joint arrangements. The adoption of IFRS 11 did not have any material impact on the
financial position and the financial result of the Company and its subsidiaries.
|
·
|
IFRS 12, “Disclosure of interests
in other entities, brings together into a single standard all the disclosure requirements relevant to an entity’s interests
in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The disclosures required by IFRS 12 are
generally more extensive than those previously required by the respective standards. To the extent that the requirements are applicable
to the Company and its subsidiaries, the Company and its subsidiaries have provided those disclosures in notes 8, 9 and 41 of the
Financial Statements.
|
|
·
|
IFRS 13, “Fair value measurement”
replaces existing guidance in individual IFRSs with a single source of fair value measurement guidance. IFRS 13 also contains extensive
disclosure requirements about fair value measurements for both financial instruments and non-financial instruments. To the extent
that the requirements are applicable to the Company and its subsidiaries, the Company and its subsidiaries have provided those
disclosures in note 3(b). The adoption of IFRS 13 did not have any material impact on the fair value measurements of the Company
and its subsidiaries’ assets and liabilities
.
|
|
·
|
Amendments to IAS 19, “Employee
benefits” introduces a number of amendments to the accounting for defined benefit plans. Among them, revised IAS 19 eliminates
the “corridor method” under which the recognition of actuarial gains and losses relating to defined benefit schemes
could be deferred and recognized in profit or loss over the expected average remaining service lives of employees. Under the revised
standard, all actuarial gains and losses are required to be recognized immediately in other comprehensive income. Revised IAS 19
also changed the basis for determining income from plan assets from expected return to interest income calculated at the liability
discount rate, and requires immediate recognition of past service cost, whether vested or not. This change in accounting policy
did not have any material impact on the financial position and the financial result of the Company and its subsidiaries.
|
|
·
|
Annual Improvements to IFRSs 2009-2011
Cycle contains amendments to five standards with consequential amendments to other standards and interpretations. Among them, IAS
1 has been amended to clarify that an opening balance sheet is required only when a retrospective application of an accounting
policy, a retrospective restatement or a reclassification has a material effect on the information presented in the opening balance
sheet. The amendments also remove the requirement to present related notes to the opening balance sheet when such statement is
presented. The adoption of the amendments did not have an impact on these financial statements because the Company and its subsidiaries
have not made retrospective restatements during the periods presented.
|
|
·
|
Amendments to IFRS 7,
“Disclosures – Offsetting financial assets and financial liabilities.” The amendments introduce new
disclosures in respect of offsetting financial assets and financial liabilities. Those new disclosures are required for all
recognized financial instruments that are set off in accordance with IAS 32, Financial instruments: Presentation and those
that are subject to an enforceable master netting arrangement or similar agreement that covers similar financial instruments
and transactions, irrespective of whether the financial instruments are set off in accordance with IAS 32. The adoption of
the amendments did not have an impact on the Company and its subsidiaries’ financial statements because the Company and
its subsidiaries have not offset financial instruments, nor have they entered into master netting arrangements or a similar
agreement which is subject to the disclosures of IFRS 7 during the periods presented.
|
The adoption of the
amendments did not have an impact on the Company and its subsidiaries’ financial statements because the Company and its
subsidiaries have not offset financial instruments, nor have they entered into master netting arrangements or any similar
agreement which is subject to the disclosures of IFRS 7 during the periods presented.
New accounting pronouncements
For a detailed discussion of new accounting
pronouncements, see Note 2(ac) to the Financial Statements.
Our financial statements are prepared under
IFRS as issued by IASB. The following management’s discussion and analysis is based on the financial information prepared
under IFRS.
Year ended December 31, 2013 compared with year ended
December 31, 2012
|
|
For the Year Ended December
31,
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Increased/
(Decreased)
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
%
|
|
Operating revenue
|
|
|
133,832,875
|
|
|
|
133,966,659
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax and levies on operations
|
|
|
(1,043,855
|
)
|
|
|
(672,040
|
)
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel
|
|
|
(73,807,817
|
)
|
|
|
(82,355,449
|
)
|
|
|
(10
|
)
|
Maintenance
|
|
|
(3,856,975
|
)
|
|
|
(2,846,521
|
)
|
|
|
35
|
|
Depreciation
|
|
|
(11,293,522
|
)
|
|
|
(11,032,748
|
)
|
|
|
2
|
|
Labor
|
|
|
(5,762,884
|
)
|
|
|
(5,112,484
|
)
|
|
|
13
|
|
Service fees on transmission and transformer facilities
of HIPDC
|
|
|
(140,771
|
)
|
|
|
(140,771
|
)
|
|
|
-
|
|
Purchase of electricity
|
|
|
(4,955,603
|
)
|
|
|
(7,101,878
|
)
|
|
|
(30
|
)
|
Others
|
|
|
(8,860,409
|
)
|
|
|
(7,747,828
|
)
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(108,677,981
|
)
|
|
|
(116,337,679
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit from operations
|
|
|
24,111,039
|
|
|
|
16,956,940
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
170,723
|
|
|
|
175,402
|
|
|
|
(3
|
)
|
Financial expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(7,787,742
|
)
|
|
|
(8,897,097
|
)
|
|
|
(12
|
)
|
Exchange gain / (loss) and bank charges ,
net
|
|
|
94,109
|
|
|
|
(166,778
|
)
|
|
|
(156
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial expenses, net
|
|
|
(7,693,363
|
)
|
|
|
(9,063,875
|
)
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profits of associates / joint ventures
|
|
|
615,083
|
|
|
|
622,358
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on fair value changes of financial assets / liabilities
|
|
|
(5,701
|
)
|
|
|
(1,171
|
)
|
|
|
387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investment income
|
|
|
224,908
|
|
|
|
187,131
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax expense
|
|
|
17,422,689
|
|
|
|
8,876,785
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(4,522,671
|
)
|
|
|
(2,510,370
|
)
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Profit
|
|
|
12,900,018
|
|
|
|
6,366,415
|
|
|
|
103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company
|
|
|
10,426,024
|
|
|
|
5,512,454
|
|
|
|
89
|
|
Non-controlling interests
|
|
|
2,473,994
|
|
|
|
853,961
|
|
|
|
190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,900,018
|
|
|
|
6,366,415
|
|
|
|
103
|
|
For the year ended December 31, 2013, the
Company’s total power generation on a consolidated basis amounted to 317.481 billion kWh, representing a 4.98% increase
from the year ended December 31, 2012. The increase in the Company’s power generation was mainly attributable to the Company
efforts to restructure its power generation processes.
The power generation of the Company’s
domestic power plants for the year ended December 31, 2013 is listed below (in billion kWh):
Domestic Power Plant
|
|
Power generation
in 2013
|
|
|
Power generation
in
2012
|
|
|
Change
|
|
Liaoning Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dalian
|
|
|
6.132
|
|
|
|
5.980
|
|
|
|
2.54
|
%
|
Dandong
|
|
|
3.115
|
|
|
|
3.202
|
|
|
|
-2.72
|
%
|
Yingkou
|
|
|
7.321
|
|
|
|
7.867
|
|
|
|
-6.94
|
%
|
Yingkou Co-generation
|
|
|
3.329
|
|
|
|
3.337
|
|
|
|
-0.24
|
%
|
Wafangdian Wind Power
|
|
|
0.111
|
|
|
|
0.102
|
|
|
|
8.82
|
%
|
Suzihe Hydropower
|
|
|
0.027
|
|
|
|
0.013
|
|
|
|
107.69
|
%
|
Changtu Wind Power
|
|
|
0.093
|
|
|
|
0.006
|
|
|
|
1,450.00
|
%
|
Inner Mongolia Autonomous
Region
|
|
|
|
|
|
|
|
|
|
|
|
|
Huade Wind Power
|
|
|
0.226
|
|
|
|
0.203
|
|
|
|
11.33
|
%
|
Hebei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shang’an
|
|
|
13.633
|
|
|
|
14.265
|
|
|
|
-4.43
|
%
|
Kangbao Wind Power
|
|
|
0.080
|
|
|
|
0.062
|
|
|
|
29.03
|
%
|
Gansu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Pingliang
|
|
|
10.144
|
|
|
|
9.214
|
|
|
|
10.09
|
%
|
Jiuquan Wind Power
|
|
|
0.887
|
|
|
|
0.756
|
|
|
|
17.33
|
%
|
Beijing Municpality
|
|
|
|
|
|
|
|
|
|
|
|
|
Beijing Co-generation
|
|
|
4.686
|
|
|
|
4.636
|
|
|
|
1.08
|
%
|
Beijing Co-generation (Combined Cycle)
|
|
|
3.980
|
|
|
|
3.955
|
|
|
|
0.63
|
%
|
Tianjin Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Yangliuqing Co-generation
|
|
|
6.851
|
|
|
|
6.609
|
|
|
|
3.66
|
%
|
Shanxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yushe
|
|
|
2.951
|
|
|
|
3.405
|
|
|
|
-13.33
|
%
|
Zuoquan
|
|
|
6.682
|
|
|
|
6.358
|
|
|
|
5.10
|
%
|
Shandong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dezhou
|
|
|
15.405
|
|
|
|
15.400
|
|
|
|
0.03
|
%
|
Jining
|
|
|
5.050
|
|
|
|
5.097
|
|
|
|
-0.92
|
%
|
Weihai
|
|
|
11.361
|
|
|
|
11.608
|
|
|
|
-2.13
|
%
|
Xindian
|
|
|
3.254
|
|
|
|
3.256
|
|
|
|
-0.06
|
%
|
Rizhao Phase II
|
|
|
7.775
|
|
|
|
7.484
|
|
|
|
3.89
|
%
|
Zhanhua Co-generation
|
|
|
1.761
|
|
|
|
1.724
|
|
|
|
2.15
|
%
|
Henan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Qinbei
|
|
|
21.927
|
|
|
|
17.764
|
|
|
|
23.44
|
%
|
Jiangsu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantong
|
|
|
7.951
|
|
|
|
8.406
|
|
|
|
-5.41
|
%
|
Nanjing
|
|
|
3.678
|
|
|
|
3.827
|
|
|
|
-3.89
|
%
|
Taicang
|
|
|
11.445
|
|
|
|
11.672
|
|
|
|
-1.94
|
%
|
Huaiyin
|
|
|
7.244
|
|
|
|
7.152
|
|
|
|
1.29
|
%
|
Jinling CCGT
|
|
|
2.400
|
|
|
|
3.788
|
|
|
|
-36.64
|
%
|
Jinling Coal-fired
|
|
|
12.811
|
|
|
|
11.538
|
|
|
|
11.03
|
%
|
Jinling Co-generation
|
|
|
1.115
|
|
|
|
-
|
|
|
|
-
|
|
Rudong Windpower
|
|
|
0.012
|
|
|
|
-
|
|
|
|
-
|
|
Qidong Wind Power
|
|
|
0.350
|
|
|
|
0.357
|
|
|
|
-1.96
|
%
|
Shanghai Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Shidongkou I
|
|
|
7.875
|
|
|
|
7.710
|
|
|
|
2.14
|
%
|
Shidongkou II
|
|
|
6.708
|
|
|
|
6.472
|
|
|
|
3.65
|
%
|
Shidongkou Power Generation
|
|
|
7.603
|
|
|
|
7.739
|
|
|
|
-1.76
|
%
|
Shanghai CCGT
|
|
|
1.974
|
|
|
|
1.633
|
|
|
|
20.88
|
%
|
Chongqing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Luohuang
|
|
|
14.278
|
|
|
|
12.191
|
|
|
|
17.12
|
%
|
Zhejiang Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yuhuan
|
|
|
24.819
|
|
|
|
24.116
|
|
|
|
2.92
|
%
|
Hunan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yueyang
|
|
|
9.958
|
|
|
|
8.204
|
|
|
|
21.38
|
%
|
Xiangqi Hydropower
|
|
|
0.267
|
|
|
|
0.183
|
|
|
|
45.90
|
%
|
Hubei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Enshi Hydro
|
|
|
0.045
|
|
|
|
0.050
|
|
|
|
-10.00
|
%
|
Jiangxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinggangshan
|
|
|
9.702
|
|
|
|
8.842
|
|
|
|
9.73
|
%
|
Fujian Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuzhou
|
|
|
14.666
|
|
|
|
13.800
|
|
|
|
6.28
|
%
|
Guangdong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shantou Coal-fired
|
|
|
5.614
|
|
|
|
6.420
|
|
|
|
-12.55
|
%
|
Haimen
|
|
|
18.105
|
|
|
|
12.529
|
|
|
|
44.50
|
%
|
Yunnan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Diandong
|
|
|
7.527
|
|
|
|
8.509
|
|
|
|
-11.54
|
%
|
Yuwang
|
|
|
4.553
|
|
|
|
4.992
|
|
|
|
-8.79
|
%
|
In 2013, the power generated by Singapore
operations accounted for 20.60% of the total power generated in Singapore, decreased by 4.6 percentage points from 2012, mainly
attributable to the decreased power generation, as a result of the increase of newly commissioned power plants and intensed competition
in Singapore market.
In respect of the tariff, the average tariff
of domestic power plants for the year ended December 31, 2013 was RMB 454.38 per MWh, an increase of RMB0.19 per MWh from the
year ended December 31, 2012.
In respect of fuel cost, the decrease of
coal price and effective cost controls of the Company contributed to reduced fuel costs of the Company. Compared to last year,
the unit fuel cost of power sold of the Company’s domestic power plants decreased by 12.50% to RMB218.59 per MWh.
Combining the foregoing factors, the operating
revenue of the Company and its subsidiaries for the year ended December 31, 2013 remained generally the same as last year at approximately
RMB133.833 billion. For the year ended December 31, 2013, the Company and its subsidiaries recorded a net profit attributable
to equity holders of the Company of RMB10.426 billion, representing an increase of 89.14% from the profit of RMB5.512 billion
for the year ended December 31, 2012.
For the year ended December 31, 2013, the
profit attributable to equity holders of the Company from domestic power plants was RMB10.313 billion, representing an increase
of RMB5.842 billion compared to RMB4.471 billion for the same period last year. The increase was primarily attributable to the
increase of sold electricity and the decrease of coal market price. The reduced market price of coal was mainly because of the
change of coal supply-demand situation within the PRC.
For the year ended December 31, 2013, the
profit attributable to equity holders of the Company from Singapore operations was RMB0.113 billion, decreased by RMB0.928 million
compared to the same period last year. This is largely attributable to the intensified competition in the power generation market
in Singapore as a result of growing power generation capacities, thus reducing the tariff and volume of power generation operations
of the Company in overseas market.
Operating revenue
Operating revenue mainly consists of revenue
from power sold. For the year ended December 31, 2013, the consolidated operating revenue of the Company and its subsidiaries
amounted to RMB133.833 billion, representing a 0.10% decrease from RMB133.967 billion for the year ended December 31, 2012. Due
to power generation growth as well as capacity increase of the Company, the operating revenue from domestic power plants increased
by approximately RMB5.468 billion. The operating revenue of Singapore operations decreased by approximately RMB5.602 billion for
the year ended December 31, 2013 from last year, which is mainly because of the intensified competition in the power generation
market in Singapore as a result of growing power generation capacities since 2013, which has reduced the tariff and volume of
power generation operations of the Company in overseas market and consequently reduced its operating revenue.
The following table sets forth the average
tariff rate of the Company’s power plants, as well as percentage changes from 2012 to 2013.
|
|
Average tariff
rate (VAT inclusive) (RMB/MWh)
|
|
Power Plant
|
|
2013
|
|
|
2012
|
|
|
Change
|
|
Liaoning Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dalian
|
|
|
407.89
|
|
|
|
409.18
|
|
|
|
(0.32
|
)%
|
Dandong
|
|
|
401.09
|
|
|
|
405.73
|
|
|
|
(1.14
|
)%
|
Yingkou
|
|
|
406.85
|
|
|
|
409.35
|
|
|
|
(0.61
|
)%
|
Yingkou Co-generation
|
|
|
396.96
|
|
|
|
397.59
|
|
|
|
(0.16
|
)%
|
Wafangdian Wind Power
|
|
|
632.85
|
|
|
|
610.82
|
|
|
|
3.61
|
%
|
Suzihe Hydropower
|
|
|
330.00
|
|
|
|
364.25
|
|
|
|
(9.40
|
)%
|
Changtu Wind Power
|
|
|
605.30
|
|
|
|
610.00
|
|
|
|
(0.77
|
)%
|
Inner Mongolia Autonomous
Region
|
|
|
|
|
|
|
|
|
|
|
|
|
Huade Wind Power
|
|
|
520.00
|
|
|
|
520.00
|
|
|
|
-
|
|
Hebei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shang’an
|
|
|
431.15
|
|
|
|
434.63
|
|
|
|
(0.80
|
)%
|
Kangbao Wind Power
|
|
|
534.47
|
|
|
|
536.72
|
|
|
|
(0.42
|
)%
|
Gansu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Pingliang
|
|
|
332.16
|
|
|
|
336.12
|
|
|
|
(1.18
|
)%
|
Jiuquan Wind Power
|
|
|
520.60
|
|
|
|
520.60
|
|
|
|
-
|
|
Beijing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Beijing Co-generation
|
|
|
500.06
|
|
|
|
494.00
|
|
|
|
1.23
|
%
|
Tianjin Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Yangliuqing Co-generation
|
|
|
438.73
|
|
|
|
438.03
|
|
|
|
0.16
|
%
|
Shanxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yushe
|
|
|
393.37
|
|
|
|
396.56
|
|
|
|
(0.80
|
)%
|
Zuoquan
|
|
|
389.83
|
|
|
|
383.25
|
|
|
|
1.72
|
%
|
Shandong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dezhou
|
|
|
464.89
|
|
|
|
468.90
|
|
|
|
(0.86
|
)%
|
Jining
|
|
|
455.46
|
|
|
|
459.63
|
|
|
|
(0.91
|
)%
|
Xindian II
|
|
|
453.35
|
|
|
|
453.75
|
|
|
|
(0.09
|
)%
|
Weihai
|
|
|
474.38
|
|
|
|
461.89
|
|
|
|
2.70
|
%
|
Rizhao Phase II
|
|
|
446.38
|
|
|
|
446.90
|
|
|
|
(0.12
|
)%
|
Zhanhua Co-generation
|
|
|
446.56
|
|
|
|
450.55
|
|
|
|
(0.89
|
)%
|
Henan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Qinbei
|
|
|
437.01
|
|
|
|
441.43
|
|
|
|
(1.00
|
)%
|
Jiangsu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantong
|
|
|
435.69
|
|
|
|
441.25
|
|
|
|
(1.26
|
)%
|
Nanjing
|
|
|
436.35
|
|
|
|
442.17
|
|
|
|
(1.32
|
)%
|
Taicang I
|
|
|
432.81
|
|
|
|
430.43
|
|
|
|
0.55
|
%
|
Taicang II
|
|
|
427.58
|
|
|
|
443.88
|
|
|
|
(3.67
|
)%
|
Huaiyin II
|
|
|
449.87
|
|
|
|
458.25
|
|
|
|
(1.83
|
)%
|
Jinling
|
|
|
|
|
|
|
|
|
|
|
|
|
Qidong Wind Power
|
|
|
541.34
|
|
|
|
542.65
|
|
|
|
(0.24
|
)%
|
Shanghai Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Shidongkou I
|
|
|
453.27
|
|
|
|
457.18
|
|
|
|
(0.86
|
)%
|
Shidongkou II
|
|
|
442.00
|
|
|
|
442.13
|
|
|
|
(0.03
|
)%
|
Shanghai CCGT
|
|
|
486.74
|
|
|
|
457.11
|
|
|
|
6.48
|
%
|
Shidongkou Power Generation/Shanghai Generation
|
|
|
462.02
|
|
|
|
463.85
|
|
|
|
(0.39
|
)%
|
Chongqing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Luohuang
|
|
|
448.57
|
|
|
|
448.95
|
|
|
|
(0.08
|
)%
|
Zhejiang Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yuhuan
|
|
|
484.79
|
|
|
|
491.37
|
|
|
|
(1.34
|
)%
|
Hunan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yueyang
|
|
|
505.13
|
|
|
|
506.87
|
|
|
|
(0.34
|
)%
|
Xiangqi Hydropower
|
|
|
390.00
|
|
|
|
390.00
|
|
|
|
-
|
|
Hubei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Enshi Hydro
|
|
|
356.96
|
|
|
|
360.00
|
|
|
|
(0.84
|
)%
|
Jiangxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinggangshan
|
|
|
482.95
|
|
|
|
483.90
|
|
|
|
(0.20
|
)%
|
Fujian Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuzhou
|
|
|
442.81
|
|
|
|
445.64
|
|
|
|
(0.64
|
)%
|
Guangdong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shantou Coal-fired
|
|
|
541.39
|
|
|
|
542.97
|
|
|
|
(0.29
|
)%
|
Haimen
|
|
|
514.30
|
|
|
|
529.06
|
|
|
|
(2.79
|
)%
|
Yunnan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Diandong Energy
|
|
|
371.30
|
|
|
|
359.58
|
|
|
|
3.26
|
%
|
Diandong Yuwang
|
|
|
377.41
|
|
|
|
361.70
|
|
|
|
4.34
|
%
|
Singapore
|
|
|
|
|
|
|
|
|
|
|
|
|
Tuas Power
|
|
|
994.54
|
|
|
|
1,206.23
|
|
|
|
(17.55
|
)%
|
Tax and levies on operations
Tax and levies on operations mainly consists
of taxes associated with value-added tax surcharges. 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 year ended December 31, 2013, the tax and levies on operations amounted to RMB1.044 billion.
Operating expenses
For the year ended December 31, 2013, the
total operating expenses of the Company and its subsidiaries was RMB108.678 billion, representing a 6.58% decrease from RMB116.338
billion for the year ended December 31, 2012.
The operating costs and expenses in
domestic power plants of the Company decreased by RMB3.310 billion, which was primarily attributable to the reduced
market price of coal in the PRC and assets impairment and increase of assets disposal loss. The operating expenses of
Singapore operations decreased by RMB4.350 billion for the year ended December 31, 2013 from last year. The decrease was
mainly because of decreased fuel costs and retail electricity purchase cost as a result of the declined electricity price of
Singapore.
Fuel
Fuel cost represents the majority of the
operating expense for the Company and its subsidiaries. For the year ended December 31, 2013, fuel cost of the Company and its
subsidiaries decreased by 10.38% to RMB73.808 billion from RMB82.355 billion for the year ended December 31, 2012. The fuel costs
of domestic power plants decreased by RMB5.976 billion from last year, which was primarily attributable to the reduced market
price of coal in the PRC and effective cost controls of the Company.
For the year ended December 31, 2013, the
average unit price (excluding tax) of fuel coal was RMB466.91 per ton, representing a 11.28% decrease from RMB526.25 per ton for
the year ended December 31, 2012. The fuel cost per unit of power sold by the Company’s domestic coal-fired power plant
decreased by 12.50% from RMB249.82/MWh in 2012 to RMB218.59/MWh in 2013.
Fuel costs of Singapore operations
was reduced by RMB 2.571 billion from last year, mainly due to decreased fuel costs as a result of declined power generation in
Singapore.
Maintenance
For the year ended December 31, 2013, the
maintenance expenses of the Company and its subsidiaries amounted to RMB3.857 billion, representing a 35.47% increase from RMB2.847
billion for the year ended December 31, 2012. The maintenance expenses of domestic operations increased by RMB 0.978 billion mainly
because of extensive maintenances scheduled in 2013. The maintenance expenses of Singapore operations increased by approximately
RMB32 million.
Depreciation
For the year ended December 31, 2013, depreciation
expenses of the Company and its subsidiaries increased by 2.37% to RMB11.294 billion from RMB11.033 billion for the year ended
December 31, 2012. The depreciation expenses of the new generation units were RMB 0.450 billion.
Labor
Labor costs consist of salaries to employees
and contributions payable to relevant state authorities for employees’ housing fund, medical insurance, pension and unemployment
insurance, as well as training costs and others. For the year ended December 31, 2013, the labor costs of the Company and its
subsidiaries amounted to RMB5.763 billion, representing a 12.73% increase from RMB5.112 billion for the year ended December 31,
2012. The increase was mainly attributable to the operation of new generation units of the Company, increase of mandatory social
insurance contribution, and the increase of employees’ performance-related salaries.
Other operating expenses (including
purchase of electricity and service fees paid to HIPDC)
Other operating expenses include environmental
protection expenses, land fee, insurance premiums, office expenses, amortization, Tuas Power’s purchase of electricity and
others. For the year ended December 31, 2013, other operating expenses (including purchase of electricity) of the Company and
its subsidiaries was RMB13.957 billion, representing a decrease of RMB1.033 billion from RMB14.990 billion for the year ended
December 31, 2012. Other operating expenses from domestic operations of the Company increased by RMB0.825 billion, including RMB
0.639billion from asset retirement losses of certain subsidiaries, RMB0.125 billion from assets impairment, and RMB0.223 billion
from replacement electricity costs of ceratin subsidiaries. Other operating expenses of Singapore operations decreased by RMB1.858
billion, of which purchase of electricity decreased by RMB2.146 billion, which was mainly because of intensified competition in
the power generation market in Singapore as a result of growing power generation capacities in 2013, which has reduced the electricity
purchase costs. The assets impairment in the operations in Singapore increased by RMB0.319 billion largely due to the provision
of goodwill impairment by SinoSing Power.
Financial expenses
Financial expenses consist of interest expense,
bank charges and net exchange differences.
Interest expense
For the year ended December 31,
2013, the interest expenses of the Company and its subsidiaries were RMB7.787 billion, representing a decrease of 12.48%,
compared with that of RMB8.897 billion for the year ended December 31, 2012. The interest expenses from domestic operations
decreased by RMB1.077 billion, primarily attributable to the reduced debts of the Company and a decrease of RMB borrowing
interest rates.
Net exchange differences and bank charges
For the year ended December 31, 2013,
the exchange gains plus bank charges of the Company and its subsidiaries amounted to RMB94 million, representing a net
increase of RMB 261 million compared with the net losses of RMB167 million for the year ended December 31, 2012. The reasons
for the increase include reduced borrowing in United States dollars and steady increase of exchange rate between RMB and
United States dollars. The operations in Singapore registered a net loss of RMB5 million from exchange difference and bank
charge, representing a decrease of RMB117 million, which can mainly be attributable to the increased exchange rate between US
dollar and Singaporean dollar.
Share of profit of associates / joint ventures
For the year ended December 31, 2013, the
share of profit of associates and joint ventures was RMB615 million, which is similar to the amount in 2012.
Income tax expense
For the year ended December 31, 2013, the
Company and its subsidiaries recorded an income tax expense of RMB4.523 billion, representing an increase of RMB2.013 billion or
80.20% from RMB2.510 billion for the year ended December 31, 2012. The income tax expense of domestic operations increased by RMB2.181
billion, which was primarily due to the increase of profit before income tax expense. The income tax expense of Singapore operations
decreased by approximately RMB168 million, which was mainly attributable to the decrease of profit before income tax expense.
Net Profit, Profit attributable to the equity holders of
the Company and Non-controlling interests
For the year ended December 31, 2013, the
Company and its subsidiaries achieved a net profit of RMB12.900 billion, representing an increase of RMB6.534 billion or 102.64%
from RMB6.366 billion for the year ended December 31, 2012. For the year ended December 31, 2013, the profit attributable to equity
holders of the Company was RMB10.426 billion, representing an increase of RMB4.914 billion from RMB5.512 billion for the year ended
December 31, 2012. The profit attributable to equity holders of the Company from domestic operations increased by RMB5.842 billion,
which was mainly due to the increased power generation and reduced coal costs. The profit attributable to equity holders of the
Company from Singapore operations was RMB113 billion, representing a decrease of RMB928 million from the same period last year.
This was primarily because of the decreased market share and electricity sold within Singapore due to the new generation units
of other power plant companies in Singapore.
The profit attributable to non-controlling
interests of the Company increased RMB1.620 billion from the year ended December 31, 2012 to RMB2.474 billion for the year ended
December 31, 2013. This was mainly attributable to the increased profit of the Company.
Year ended December 31, 2012 compared
with year ended December 31, 2011
|
|
For the Year Ended
December 31,
|
|
|
Increased/
|
|
|
|
2012
|
|
|
2011
|
|
|
(Decreased)
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
|
133,966,659
|
|
|
|
133,420,769
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax and levies on operations
|
|
|
(672,040
|
)
|
|
|
(484,019
|
)
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel
|
|
|
(82,355,449
|
)
|
|
|
(90,546,192
|
)
|
|
|
(9
|
)
|
Maintenance
|
|
|
(2,846,521
|
)
|
|
|
(2,528,850
|
)
|
|
|
13
|
|
Depreciation
|
|
|
(11,032,748
|
)
|
|
|
(11,866,705
|
)
|
|
|
(7
|
)
|
Labor
|
|
|
(5,112,484
|
)
|
|
|
(4,621,667
|
)
|
|
|
11
|
|
Service fees on transmission and transformer facilities
of HIPDC
|
|
|
(140,771
|
)
|
|
|
(140,771
|
)
|
|
|
-
|
|
Purchase of electricity
|
|
|
(7,101,878
|
)
|
|
|
(8,613,264
|
)
|
|
|
(18
|
)
|
Others
|
|
|
(7,747,828
|
)
|
|
|
(5,871,699
|
)
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(116,337,679
|
)
|
|
|
(124,189,148
|
)
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit from operations
|
|
|
16,956,940
|
|
|
|
8,747,602
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
175,402
|
|
|
|
166,183
|
|
|
|
6
|
|
Financial expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(8,897,097
|
)
|
|
|
(7,736,186
|
)
|
|
|
15
|
|
Exchange (loss) / gain and bank charges , net
|
|
|
(166,778
|
)
|
|
|
76,474
|
|
|
|
(318
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial expenses, net
|
|
|
(9,063,875
|
)
|
|
|
(7,659,712
|
)
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profits of associates / joint ventures
|
|
|
622,358
|
|
|
|
703,561
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on fair value changes of financial assets / liabilities
|
|
|
(1,171
|
)
|
|
|
(727
|
)
|
|
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investment income
|
|
|
187,131
|
|
|
|
93,460
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax expense
|
|
|
8,876,785
|
|
|
|
2,050,367
|
|
|
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(2,510,370
|
)
|
|
|
(868,927
|
)
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit
|
|
|
6,366,415
|
|
|
|
1,181,440
|
|
|
|
439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company
|
|
|
5,512,454
|
|
|
|
1,180,512
|
|
|
|
367
|
|
Non-controlling interests
|
|
|
853,961
|
|
|
|
928
|
|
|
|
91,922
|
|
|
|
|
6,366,415
|
|
|
|
1,181,440
|
|
|
|
439
|
|
The Company completed its acquisitions
of Diandong Energy, Diandong Yuwang, Luoyuanwan Harbor, Luoyuanwan Pier, Ludao Pier, Fushun Suzihe Hydropower and Enshi Hydropower
in 2011. These seven entities are consolidated into the consolidated financial statements of the Company for the year ended December
31, 2011.
For the year ended December 31, 2012, the
Company’s total power generation on a consolidated basis amounted to 302.433 billion kWh, representing a 3.55% decrease
from the year ended December 31, 2011. The decrease in the Company’s power generation was mainly attributable to sluggish
national demand for electricity and the significant growth in hydropower generation that seized the market share of coal-fired
power.
The power generation of the Company’s
domestic power plants for the year ended December 31, 2012 is listed below (in billion kWh):
Domestic Power Plant
|
|
Power
generation
in 2012
|
|
|
Power
generation
in 2011
|
|
|
Change
|
|
Liaoning Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dalian
|
|
|
5.980
|
|
|
|
6.805
|
|
|
|
(12.12
|
)%
|
Dandong
|
|
|
3.202
|
|
|
|
3.204
|
|
|
|
(0.06
|
)%
|
Yingkou
|
|
|
7.867
|
|
|
|
8.678
|
|
|
|
(9.35
|
)%
|
Yingkou Co-generation
|
|
|
3.337
|
|
|
|
3.137
|
|
|
|
6.38
|
%
|
Wafangdian Wind Power
|
|
|
0.102
|
|
|
|
0.066
|
|
|
|
54.55
|
%
|
Suzihe Hydropower
|
|
|
0.013
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Changtu Wind Power
|
|
|
0.006
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Inner Mongolia Autonomous
Region
|
|
|
|
|
|
|
|
|
|
|
|
|
Huade Wind Power
|
|
|
0.203
|
|
|
|
0.136
|
|
|
|
49.26
|
%
|
Hebei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shang’an
|
|
|
14.265
|
|
|
|
14.473
|
|
|
|
(1.44
|
)%
|
Kangbao Wind Power
|
|
|
0.062
|
|
|
|
0.0003
|
|
|
|
N/A
|
|
Gansu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Pingliang
|
|
|
9.214
|
|
|
|
12.214
|
|
|
|
(24.56
|
)%
|
Jiuquan Wind Power
|
|
|
0.756
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Beijing Municpality
|
|
|
|
|
|
|
|
|
|
|
|
|
Beijing Co-generation
|
|
|
4.636
|
|
|
|
4.887
|
|
|
|
(5.14
|
)%
|
Beijing Co-generation (Combined Cycle)
|
|
|
3.955
|
|
|
|
0.004
|
|
|
|
N/A
|
|
Tianjin Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Yangliuqing Co-generation
|
|
|
6.609
|
|
|
|
6.956
|
|
|
|
(4.99
|
)%
|
Shanxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yushe
|
|
|
3.405
|
|
|
|
4.180
|
|
|
|
(18.54
|
)%
|
Zuoquan
|
|
|
6.358
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Shandong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dezhou
|
|
|
15.400
|
|
|
|
14.518
|
|
|
|
6.08
|
%
|
Jining
|
|
|
5.097
|
|
|
|
4.852
|
|
|
|
5.05
|
%
|
Weihai
|
|
|
11.608
|
|
|
|
11.128
|
|
|
|
4.31
|
%
|
Xindian
|
|
|
3.256
|
|
|
|
3.313
|
|
|
|
(1.72
|
)%
|
Rizhao Phase II
|
|
|
7.484
|
|
|
|
8.173
|
|
|
|
(8.43
|
)%
|
Zhanhua Co-generation
|
|
|
1.724
|
|
|
|
1.587
|
|
|
|
8.63
|
%
|
Henan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Qinbei
|
|
|
17.764
|
|
|
|
15.146
|
|
|
|
17.29
|
%
|
Jiangsu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantong
|
|
|
8.406
|
|
|
|
9.086
|
|
|
|
(7.48
|
)%
|
Nanjing
|
|
|
3.827
|
|
|
|
3.981
|
|
|
|
(3.87
|
)%
|
Taicang
|
|
|
11.672
|
|
|
|
11.373
|
|
|
|
2.63
|
%
|
Huaiyin
|
|
|
7.152
|
|
|
|
7.370
|
|
|
|
(2.96
|
)%
|
Jinling CCGT
|
|
|
3.788
|
|
|
|
3.740
|
|
|
|
1.28
|
%
|
Jinling Coal-fired
|
|
|
11.538
|
|
|
|
11.884
|
|
|
|
(2.91
|
)%
|
Qidong Wind Power
|
|
|
0.357
|
|
|
|
0.286
|
|
|
|
24.83
|
%
|
Shanghai Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Shidongkou I
|
|
|
7.710
|
|
|
|
7.681
|
|
|
|
0.38
|
%
|
Shidongkou II
|
|
|
6.472
|
|
|
|
7.412
|
|
|
|
(12.68
|
)%
|
Shidongkou Power Generation
|
|
|
7.739
|
|
|
|
6.862
|
|
|
|
12.78
|
%
|
Shanghai CCGT
|
|
|
1.633
|
|
|
|
1.266
|
|
|
|
28.99
|
%
|
Chongqing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Luohuang
|
|
|
12.191
|
|
|
|
15.560
|
|
|
|
(21.65
|
)%
|
Zhejiang Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yuhuan
|
|
|
24.116
|
|
|
|
26.768
|
|
|
|
(9.91
|
)%
|
Hunan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yueyang
|
|
|
8.204
|
|
|
|
10.679
|
|
|
|
(23.18
|
)%
|
Xiangqi Hydropower
|
|
|
0.183
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Hubei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Enshi Hydro
|
|
|
0.050
|
|
|
|
0.0001
|
|
|
|
N/A
|
|
Jiangxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinggangshan
|
|
|
8.842
|
|
|
|
9.485
|
|
|
|
(6.78
|
)%
|
Fujian Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuzhou
|
|
|
13.800
|
|
|
|
16.905
|
|
|
|
(18.37
|
)%
|
Guangdong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shantou Coal-fired
|
|
|
6.420
|
|
|
|
7.085
|
|
|
|
(9.39
|
)%
|
Haimen
|
|
|
12.529
|
|
|
|
15.213
|
|
|
|
(17.64
|
)%
|
Yunnan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Diandong
|
|
|
8.509
|
|
|
|
11.648
|
|
|
|
(26.95
|
)%
|
Yuwang
|
|
|
4.992
|
|
|
|
5.813
|
|
|
|
(14.12
|
)%
|
In 2012, the power generated by Singapore
operations accounted for 25.20% of the total power generated in Singapore, decreased by 1.92 percentage points from 2011.
In respect of the tariff, the average tariff
of domestic power plants for the year ended December 31, 2012 was RMB454.19 per MWh, an increase of RMB24.09 per MWh from the
year ended December 31, 2011.
In respect of fuel cost, the decrease of
coal price and effective cost controls of the Company contributed to reduced fuel costs of the Company. Compared to last year,
the unit fuel cost of power sold of the Company’s domestic power plants decreased by 7.60% to RMB249.82 per MWh.
Combining the foregoing factors, the operating
revenue of the Company and its subsidiaries for the year ended December 31, 2012 remained generally the same as last year at approximately
RMB133.967 billion. For the year ended December 31, 2012, the Company and its subsidiaries recorded a net profit attributable
to equity holders of the Company of RMB5.512 billion, representing an increase of 366.95% from the profit of RMB1.181 billion
for the year ended December 31, 2011.
For the year ended December 31, 2012, the
profit attributable to equity holders of the Company from domestic power plants was RMB4.471 billion, representing an increase
of RMB4.572 billion compared to a loss of RMB101 million for the same period last year. The increase was primarily attributable
to the carry-over effect of domestic electricity tariff adjustment in 2011, the decrease of coal market price in 2012, and effective
cost controls of the Company. The carry-over effect of domestic tariff adjustment in 2011 resulted from the adjustment of on-grid
electricity tariff by the PRC NDRC in the first quarter of 2011. The reduced market price of coal was mainly because of the change
of coal supply-demand situation within the PRC.
For the year ended December 31, 2012, the
profit attributable to equity holders of the Company from Singapore operations was RMB1.041 billion, decreased by RMB241 million
compared to the same period last year. This is mainly attributable to the increase of newly operated generation units of other
power plant companies, which caused a decrease of Tuas Power’s shares in the market, resulting in a decline in electricity
sold. It was also attributable to the drop in the exchange rate of Singaporean dollars against RMB.
Operating revenue
Operating revenue mainly consists of revenue
from power sold. For the year ended December 31, 2012, the consolidated operating revenue of the Company and its subsidiaries
amounted to RMB133.967 billion, representing a 0.41% increase from RMB133.421 billion for the year ended December 31, 2011. Due
to the carry-over effect of electricity tariff adjustment in 2011 and the reduced power generation in 2012, the operating revenue
from domestic power plants increased by approximately RMB2.071 billion. The operating revenue of Singapore operations decreased
by approximately RMB1.525 billion for the year ended December 31, 2012 from last year, which is mainly because of the declined
market share in Singapore resulted from the new generation units of other power plant companies, the decreased electricity sold
and the reduced average conversion rate between Singaporean dollar and RMB.
The following table sets forth the average
tariff rate of the Company’s power plants, as well as percentage changes from 2011 to 2012.
|
|
Average tariff rate
(VAT inclusive)
(RMB/MWh)
|
|
Power Plant
|
|
2012
|
|
|
2011
|
|
|
Change
|
|
Liaoning Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dalian
|
|
|
409.18
|
|
|
|
382.84
|
|
|
|
6.88
|
%
|
Dandong
|
|
|
405.73
|
|
|
|
383.08
|
|
|
|
5.91
|
%
|
Yingkou
|
|
|
409.35
|
|
|
|
394.82
|
|
|
|
3.68
|
%
|
Yingkou Co-generation
|
|
|
397.59
|
|
|
|
391.92
|
|
|
|
1.45
|
%
|
Wafangdian Wind Power
|
|
|
610.82
|
|
|
|
610.00
|
|
|
|
0.13
|
%
|
Suzihe Hydropower
|
|
|
364.25
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Changtu Wind Power
|
|
|
610.00
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Inner Mongolia Autonomous
Region
|
|
|
|
|
|
|
|
|
|
|
|
|
Huade Wind Power
|
|
|
520.00
|
|
|
|
528.45
|
|
|
|
(1.60
|
)%
|
Hebei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shang’an
|
|
|
434.63
|
|
|
|
408.20
|
|
|
|
6.47
|
%
|
Kangbao Wind Power
|
|
|
536.72
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Gansu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Pingliang
|
|
|
336.12
|
|
|
|
306.36
|
|
|
|
9.71
|
%
|
Jiuquan Wind Power
|
|
|
520.60
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Beijing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Beijing Co-generation
|
|
|
494.00
|
|
|
|
481.35
|
|
|
|
2.63
|
%
|
Tianjin Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Yangliuqing Co-generation
|
|
|
438.03
|
|
|
|
414.23
|
|
|
|
5.75
|
%
|
Shanxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yushe
|
|
|
396.56
|
|
|
|
362.65
|
|
|
|
9.35
|
%
|
Zuoquan
|
|
|
383.25
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Shandong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Dezhou
|
|
|
468.90
|
|
|
|
443.20
|
|
|
|
5.80
|
%
|
Jining
|
|
|
459.63
|
|
|
|
422.91
|
|
|
|
8.68
|
%
|
Xindian II
|
|
|
453.75
|
|
|
|
426.77
|
|
|
|
6.32
|
%
|
Weihai
|
|
|
461.89
|
|
|
|
435.52
|
|
|
|
6.05
|
%
|
Rizhao Phase II
|
|
|
446.90
|
|
|
|
420.06
|
|
|
|
6.39
|
%
|
Zhanhua Co-generation
|
|
|
450.55
|
|
|
|
419.76
|
|
|
|
7.34
|
%
|
Henan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Qinbei
|
|
|
441.43
|
|
|
|
412.75
|
|
|
|
6.95
|
%
|
Jiangsu Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantong
|
|
|
441.25
|
|
|
|
425.97
|
|
|
|
3.59
|
%
|
Nanjing
|
|
|
442.17
|
|
|
|
442.54
|
|
|
|
(0.08
|
)%
|
Taicang I
|
|
|
430.43
|
|
|
|
424.09
|
|
|
|
1.49
|
%
|
Taicang II
|
|
|
443.88
|
|
|
|
429.44
|
|
|
|
3.36
|
%
|
Huaiyin II
|
|
|
458.25
|
|
|
|
438.72
|
|
|
|
4.45
|
%
|
Jinling
|
|
|
466.14
|
|
|
|
459.37
|
|
|
|
1.47
|
%
|
Qidong Wind Power
|
|
|
542.65
|
|
|
|
519.08
|
|
|
|
4.54
|
%
|
Shanghai Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Shidongkou I
|
|
|
457.18
|
|
|
|
441.11
|
|
|
|
3.64
|
%
|
Shidongkou II
|
|
|
442.13
|
|
|
|
422.25
|
|
|
|
4.71
|
%
|
Shanghai CCGT
|
|
|
674.00
|
|
|
|
665.00
|
|
|
|
1.35
|
%
|
Shidongkou Power Generation
|
|
|
463.85
|
|
|
|
457.20
|
|
|
|
1.45
|
%
|
Chongqing Municipality
|
|
|
|
|
|
|
|
|
|
|
|
|
Luohuang
|
|
|
448.95
|
|
|
|
410.86
|
|
|
|
9.27
|
%
|
Zhejiang Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yuhuan
|
|
|
491.37
|
|
|
|
462.49
|
|
|
|
6.24
|
%
|
Hunan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Yueyang
|
|
|
506.87
|
|
|
|
465.74
|
|
|
|
8.83
|
%
|
Xiangqi Hydropower
|
|
|
390.00
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Hubei Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Enshi Hydro
|
|
|
360.00
|
|
|
|
437.03
|
|
|
|
N/A
|
|
Jiangxi Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinggangshan
|
|
|
483.90
|
|
|
|
447.05
|
|
|
|
8.24
|
%
|
Fujian Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuzhou
|
|
|
445.64
|
|
|
|
425.38
|
|
|
|
4.76
|
%
|
Guangdong Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Shantou Coal-fired
|
|
|
542.97
|
|
|
|
522.91
|
|
|
|
3.84
|
%
|
Haimen
|
|
|
529.06
|
|
|
|
498.77
|
|
|
|
6.07
|
%
|
Yunnan Province
|
|
|
|
|
|
|
|
|
|
|
|
|
Diandong Energy
|
|
|
359.58
|
|
|
|
345.43
|
|
|
|
4.10
|
%
|
Diandong Yuwang
|
|
|
361.70
|
|
|
|
345.31
|
|
|
|
4.75
|
%
|
Singapore
|
|
|
|
|
|
|
|
|
|
|
|
|
Tuas Power
|
|
|
1,206.23
|
|
|
|
1,146.88
|
|
|
|
5.17
|
%
|
Tax and levies on operations
Tax and levies on operations mainly consists
of taxes associated with value-added tax surcharges. 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 year ended December 31, 2012, the tax and levies on operations amounted to RMB672 million.
Operating expenses
For the year ended December 31, 2012, the
total operating expenses of the Company and its subsidiaries was RMB116.338 billion, representing a 6.32% decrease from RMB124.189
billion for the year ended December 31, 2011.
The operating costs and expenses in domestic
power plants of the Company decreased by RMB6.723 billion, which was primarily attributable to the reduced market price of coal
in the PRC and effective cost controls of the Company. The operating expenses of Singapore operations decreased by RMB1.129 billion
for the year ended December 31, 2012 from last year. The decrease was mainly because of the decreased purchase of electricity
as a result of the intense competition, increase of newly operated generation units of other power plant companies and declined
retail electricity sold in Singapore.
Fuel
Fuel cost represents the majority of the
operating expense for the Company and its subsidiaries. For the year ended December 31, 2012, fuel cost of the Company and its
subsidiaries decreased by 9.05% to RMB82.355 billion from RMB90.546 billion for the year ended December 31, 2011. The fuel costs
of domestic power plants decreased by RMB8.524 billion from last year, which was primarily attributable to the reduced market
price of coal in the PRC and effective cost controls of the Company.
For the year ended December 31, 2012, the
average unit price (excluding tax) of fuel coal was RMB526.25 per ton, representing a 4.09% decrease from RMB548.72 per ton for
the year ended December 31, 2011. The fuel cost per unit of power sold by the Company’s domestic coal-fired power plant
decreased by 7.60% from RMB270.37/MWh in 2011 to RMB249.82/MWh in 2012.
Fuel costs of Singapore operations remained
generally the same as last year.
Maintenance
For the year ended December 31, 2012, the
maintenance expenses of the Company and its subsidiaries amounted to RMB2.847 billion, representing a 12.56% increase from RMB2.529
billion for the year ended December 31, 2011. The operation of new generating units accounted for approximately RMB229 million
of the increase. The maintenance expenses of Singapore operations decreased by approximately RMB50 million.
Depreciation
For the year ended December 31, 2012, depreciation
expenses of the Company and its subsidiaries decreased by 7.03% to RMB11.033 billion from RMB11.867 billion for the year ended
December 31, 2011. The decrease of the depreciation expenses within the PRC was primarily attributable to the Company’s
change in the estimated useful life and estimated residual value of its property, plant and equipment that are not fully depreciated
within the PRC since the beginning of 2012. The deprecation expenses of the operations in Singapore remained generally the same
as in 2011.
Labor
Labor costs consist of salaries to employees and contributions
payable to relevant state authorities for employees’ housing fund, medical insurance, pension and unemployment insurance,
as well as training costs and others. For the year ended December 31, 2012, the labor costs of the Company and its subsidiaries
amounted to RMB5.112 billion, representing a 10.62% increase from RMB4.622 billion for the year ended December 31, 2011. The increase
was mainly attributable to the operation of new generation units of the Company, the higher level of Chinese social insurance
standards, and the increase of employees’ performance-related salaries.
Other operating expenses (including
purchase of electricity and service fees paid to HIPDC)
Other operating expenses include environmental
protection expenses, land fee, insurance premiums, office expenses, amortization, Tuas Power’s purchase of electricity and
others. For the year ended December 31, 2012, other operating expenses (including purchase of electricity) of the Company and
its subsidiaries was RMB14.990 billion, representing an increase of RMB364 million from RMB14.626 billion for the year ended December
31, 2011. The operations of new generating units contributed approximately RMB219 million to the increase of other operating expenses
for the year ended December 31, 2012. Other operating expenses of Singapore operations decreased by RMB1.419 billion, of which
purchase of electricity decreased by RMB1.511 billion, which was mainly because of the decreased retail electricity cost as a
result of the declined retail electricity sold in Singapore.
Financial expenses
Financial expenses consist of interest
expense, bank charges and net exchange differences.
Interest expense
For the year ended December 31, 2012, the
interest expense of the Company and its subsidiaries was RMB8.897 billion, representing a 15.01% increase from RMB7.736 billion
for the year ended December 31, 2011. The increase of interest expenses of domestic operations was primarily attributable to the
carry-over effect of RMB borrowing interest rates adjustment in 2011, and expensing instead of capitalizing interest upon commercial
operation of new generating units. The operation of new generation units accounted for RMB0.8 billion of the increase. The interest
expenses of Singapore operations were RMB481 million, which is generally the same as the year ended December 31, 2011.
Net exchange differences and bank charges
For the year ended December 31, 2012, the
exchange losses plus bank charges of the Company and its subsidiaries amounted to RMB167 million, representing a net loss of RMB243
million compared with the net gains of RMB76 million for the year ended December 31, 2011. For the year ended December 31, 2012,
the Company and its subsidiaries incurred exchange losses of RMB102 million, representing a net loss of RMB249 million from the
net gains of RMB147 million for the year ended December 31, 2011. The head office of the Company recorded exchange gains of RMB8
million, representing a decrease of RMB221 million from the exchange gains of RMB229 million for the year ended December 31, 2011.
The reasons for the decrease were the declined U.S. loan balance and slower declined conversion rate between U.S. dollars and
RMB.The net exchange differences and bank charges of Singapore operations decreased by approximately RMB85 million.
Share of profit of associates / joint ventures
For the year ended December 31, 2012, the
share of profit of associates / joint ventures was RMB622 million, representing a RMB82 million decrease from RMB704
million for the year ended December 31, 2011. The decrease was primarily due to the the overall decrease of associates’
profit in 2012.
Income Tax Expense
For the year ended December 31, 2012, the
Company and its subsidiaries recorded an income tax expense of RMB2.510 billion, representing an increase of RMB1.641 billion
or 188.90% from RMB869 million for the year ended December 31, 2011. The income tax expense of domestic operations increased by
RMB1.737 billion, which was primarily due to the increase of profit before income tax expense. The income tax expense of Singapore
operations decreased by approximately RMB96 million, which was mainly attributable to the decrease of profit before income tax
expense.
Net Profit, Profit attributable to the equity holders of
the Company and Non-controlling interests
For the year ended December 31, 2012, the
Company and its subsidiaries achieved a net profit of RMB6.366 billion, representing an increase of RMB5.185 billion or 438.87%
from RMB1.181 billion for the year ended December 31, 2011. For the year ended December 31, 2012, the profit attributable to equity
holders of the Company was RMB5.512 billion, representing an increase of RMB4.331 billion from RMB1.181 billion for the year ended
December 31, 2011. The profit attributable to equity holders of the Company from domestic operations increased by RMB4.572 billion,
which was mainly due to the carry-over effect of domestic electricity tariff adjustment in 2011, the decrease of coal market price
in 2012, and effective cost controls of the Company. The profit attributable to equity holders of the Company from Singapore operations
was RMB1.041 billion, representing a decrease of RMB241 million from the same period last year. This was primarily because of
the decreased market share and electricity sold within Singapore due to the new generation units of other power plant companies
in Singapore.
The profit attributable to non-controlling
interests of the Company increased RMB1 million for the year ended December 31, 2011 to RMB854 million for the year ended December
31, 2012. This was mainly attributable to the increased profit of the Company.
C.
Financial position
General
As of December 31, 2013, total assets of
the Company and its subsidiaries were RMB262.233 billion, representing an increase of 1.21% from RMB 259.100 billion as of December
31, 2012.
As of December 31, 2013, total
liabilities of the Company and its subsidiaries were RMB187.040 billion, representing a decrease by 3.16% from RMB193.140
billion as of December 31, 2012.
Assets
As of December 31, 2013, total assets of
the domestic power plants increased by RMB5.686 billion to RMB232.500 billion
,
including increase of RMB6.609 billion in non-current assets, which is mainly attributable to the increase in the Company
and its subsidiaries’ capital expenditure on construction projects and investment in associates.
As of December 31, 2013, total assets of
the operations in Singapore were RMB29.733 billion,
representing a decrease of RMB2.554 billion
from that as of December 31, 2012. Non-current assets decreased by 5.83% to RMB25.488 billion, primarily attributable to the increase
in the exchange rate of RMB against Singaporean dollar. Current assets decreased by 18.71% to RMB4.245 billion, mainly attributable
to decreased bank deposits and accounts receivable as a result of declined profit.
Liabilities
As of December 31, 2013, interest-bearing
debts of the Company and its subsidiaries totaled RMB155.800 billion. The interest-bearing debts consist of long-term loans (including
those maturing within a year), long-term bonds, short-term loans, and short-term bonds. The interest-bearing debts denominated
in foreign currencies were RMB4.338 billion, down 13.14% from that as of December 31, 2012.
As of December 31, 2013, total
liabilities of the operations in Singapore were RMB17.235 billion, representing a decrease of 11.43% from RMB19.458 billion
as of December 31, 2012, mainly attributable to the increase in fair value of derivative instruments
and appreciated exchange rate between RMB and Singaporean dollar.
Shareholders’ equity
Excluding the impact of profit and profit
appropriations, total equity attributable to equity shareholders of the Company decreased as of December 31, 2013 compared to
the beginning of the year, including the decrease of post-tax impact of RMB106 million from reduced fair value of tradable stocks
held by the Company, the increase of post-tax impact of RMB418 million due to decreased fair value of cash flow hedge of the operations
in the PRC and Singapore, decrease of RMB781 million from foreign currency translation differences and decrease of RMB640 million
from the repayment of state-owned fund allocated from government budget received from the Ministry of Finance of PRC through Huaneng
Group in prior years. Non-controlling interests as of December 31, 2013 increased by approximately RMB2,912 million as compared
to the beginning of the year.
Major financial position ratios
|
|
2013
|
|
|
2012
|
|
Current ratio
|
|
|
0.35
|
|
|
|
0.39
|
|
Quick ratio
|
|
|
0.28
|
|
|
|
0.31
|
|
Ratio of liability and shareholders’ equity
|
|
|
3.00
|
|
|
|
3.44
|
|
Multiples of interest earned
|
|
|
3.04
|
|
|
|
1.86
|
|
Formula of the financial ratios:
Current ratio = balance of current assets as of year end /
balance of current liabilities as of year end
Quick ratio = (balance of current assets as of year end - inventories
as of the year end) / balance of current liabilities as of year end
Ratio of liabilities and shareholders’ equity = balance
of liabilities as of year end / balance of shareholders’ equity (excluding non-controlling interests) as of year end
Multiples of interest earned = (profit before income tax expense
+ interest expense) / interest expenditure (inclusive of capitalized interest)
The current ratio and quick ratio
remained at relatively low level as of December 31, 2013 and 2012, and decreased slightly at the year end of 2013 from the
year end of 2012. The decrease in the ratio of liabilities and shareholders’ equity at the year end of 2013 from the
year end of 2012 was primarily due to increased shareholder’s equity as a result of profit increase of the Company.
The multiples of interest earned increased, primarily attributable to the increase of net profit for the year ended December
31, 2013.
D.
Liquidity and cash resources
The primary sources of funding for the
Company and its subsidiaries have been cash provided by internal funds from operating activities, short-term and long-term loans
and proceeds from issuances of bonds, and the primary use of funds have been for working capital, capital expenditure and repayments
of short-term and long-term borrowings.
As of December 31, 2013, net current liabilities
of the Company and its subsidiaries were approximately RMB64.792 billion. Based on the Company’s proven financing record,
readily available banking facilities and sound credibility, the Company believes it is able to duly repay outstanding debts, obtain
long-term financing and secure funding necessary for its operations. The Company has also capitalized on its good credit record
to make short-term borrowings at relatively lower interest rates, thus reducing its interest expenses.
Cash flows from operating activities
|
|
For the Year Ended December
31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax expense
|
|
|
17,422,689
|
|
|
|
8,876,785
|
|
|
|
2,050,367
|
|
Non-cash items adjustments
|
|
|
20,575,691
|
|
|
|
20,430,486
|
|
|
|
18,873,447
|
|
Changes in working capital
|
|
|
6,777,910
|
|
|
|
(175,854
|
)
|
|
|
533,905
|
|
Interest received
|
|
|
100,278
|
|
|
|
109,635
|
|
|
|
95,951
|
|
Income tax paid
|
|
|
(4,637,139
|
)
|
|
|
(2,312,970
|
)
|
|
|
(604,515
|
)
|
Net cash provided by operating activities
|
|
|
40,239,429
|
|
|
|
26,928,082
|
|
|
|
20,949,155
|
|
Net cash provided by operating activities
is the main source of cash for the Company. For the year ended December 31, 2013, net cash provided by operating activities of
the Company and its subsidiaries was RMB40.239 billion, of which RMB1.005 billion was from its operating activities in Singapore.
Cash flows used in investing activities
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Cash flows used in investing activities
|
|
|
|
|
|
|
|
|
|
Payment for the purchase of property, plant and equipment
|
|
|
(17,691,382
|
)
|
|
|
(15,474,614
|
)
|
|
|
(16,673,632
|
)
|
Proceeds from disposals of property, plant and equipment
|
|
|
166,459
|
|
|
|
949,469
|
|
|
|
85,601
|
|
Prepayments of land use rights
|
|
|
(5,947
|
)
|
|
|
(81,382
|
)
|
|
|
(68,370
|
)
|
Payment for the purchase of other non-current assets
|
|
|
(32,601
|
)
|
|
|
(51,615
|
)
|
|
|
(46,657
|
)
|
Cash dividend received
|
|
|
408,166
|
|
|
|
728,754
|
|
|
|
447,654
|
|
Payment for investment in associates and joint ventures
|
|
|
(2,017,853
|
)
|
|
|
(947,574
|
)
|
|
|
(1,298,054
|
)
|
Cash paid for acquiring available-for-sale financial assets
|
|
|
(200,000
|
)
|
|
|
(500,000
|
)
|
|
|
(310,000
|
)
|
Cash consideration paid for acquisitions of subsidiaries net of cash acquired
|
|
|
36,599
|
|
|
|
(149,048
|
)
|
|
|
(3,772,035
|
)
|
Cash paid for acquiring trading securities
|
|
|
-
|
|
|
|
-
|
|
|
|
(101,707
|
)
|
Cash received from disposal of trading securities
|
|
|
102,784
|
|
|
|
-
|
|
|
|
-
|
|
Cash received from disposal of a subsidiary
|
|
|
6,199
|
|
|
|
-
|
|
|
|
104,258
|
|
Short-term loan repayment from an associate
|
|
|
-
|
|
|
|
100,000
|
|
|
|
-
|
|
Short-term loan to an associate
|
|
|
-
|
|
|
|
-
|
|
|
|
(100,000
|
)
|
Others
|
|
|
173,326
|
|
|
|
116,406
|
|
|
|
68,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(19,054,250
|
)
|
|
|
(15,309,604
|
)
|
|
|
(21,664,831
|
)
|
Net cash used in investing activities amounted
to approximately RMB19.054 billion, RMB15.310 billion and RMB21.665 billion in 2013, 2012 and 2011. The cash used in investing
activities in 2013, 2012 and 2011 was mainly attributable to the acquisitions and capital expenditure for construction projects.
Cash flows from financing activities
|
|
For the Year Ended December
31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of short-term bonds
|
|
|
24,950,000
|
|
|
|
34,930,000
|
|
|
|
9,959,600
|
|
Repayments of short-term bonds
|
|
|
(45,000,000
|
)
|
|
|
(11,000,000
|
)
|
|
|
(5,000,000
|
)
|
Proceeds from short-term loans
|
|
|
41,314,000
|
|
|
|
48,294,295
|
|
|
|
63,517,251
|
|
Repayments of short-term loans
|
|
|
(30,869,290
|
)
|
|
|
(64,832,425
|
)
|
|
|
(64,216,571
|
)
|
Proceeds from long-term loans
|
|
|
5,091,175
|
|
|
|
19,425,661
|
|
|
|
22,877,988
|
|
Repayments of long-term loans
|
|
|
(12,889,078
|
)
|
|
|
(32,483,848
|
)
|
|
|
(20,677,814
|
)
|
Issuance of long-term bonds
|
|
|
6,485,000
|
|
|
|
4,985,000
|
|
|
|
4,985,000
|
|
Repayment of a loan from former shareholder of a subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
(600,000
|
)
|
Interest paid
|
|
|
(8,290,433
|
)
|
|
|
(8,941,814
|
)
|
|
|
(8,144,957
|
)
|
Net capital injection from non-controlling interests
of the subsidiaries
|
|
|
868,225
|
|
|
|
665,333
|
|
|
|
219,215
|
|
Government grants
|
|
|
274,472
|
|
|
|
266,949
|
|
|
|
78,869
|
|
Dividends paid to shareholders of the Company
|
|
|
(2,951,631
|
)
|
|
|
(702,867
|
)
|
|
|
(2,807,084
|
)
|
Dividends paid to non-controlling interests of the subsidiaries
|
|
|
(539,876
|
)
|
|
|
(460,607
|
)
|
|
|
(120,130
|
)
|
Repayment of state-owned fund received
from China Huaneng Group in prior years
|
|
|
(640,485
|
)
|
|
|
-
|
|
|
|
-
|
|
Others
|
|
|
(42,167
|
)
|
|
|
37,423
|
|
|
|
(1,719
|
)
|
Net cash (used in) / provided
by financing activities
|
|
|
(22,240,088
|
)
|
|
|
(9,816,900
|
)
|
|
|
69,648
|
|
Net cash outflow used in financing activities
in 2013 amounted to RMB22.240 billion, which was largely attributable to reduced drawdown of loans, accelerated repayment of its
borrowings and increased dividends payment of the Company in 2013, as a result of the increase in cash provided by operating activities.
Net cash outflow used in financing activities
in 2012 amounted to RMB9.817 billion, which was primarily attributable to the decreased drawdown of loans in 2012, as a result
of the increase in cash provided by operating activities.
Net cash inflow provided by financing activities
in 2011 amounted to RMB69.648 million primarily because (i) the proceeds from loans and short-term bonds exceeded repayments of
loans and short-term bonds by approximately RMB5.86 billion and (ii) the proceeds from issuance of long-term bonds amounted to
RMB4.99 billion and (iii) net capital injection from minority shareholders of the subsidiaries amounted to RMB0.219 billion, the
net cash inflow was partially offset by the dividends and interest of approximately RMB11.072 billion.
Cash and cash equivalents
|
|
For the Year Ended December
31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate
|
|
|
(108,806
|
)
|
|
|
151,027
|
|
|
|
(227,627
|
)
|
Net increase / (decrease) in cash and cash equivalents
|
|
|
(1,163,715
|
)
|
|
|
1,952,605
|
|
|
|
(873,655
|
)
|
Cash and cash equivalents, beginning
of the year
|
|
|
10,505,387
|
|
|
|
8,552,782
|
|
|
|
9,426,437
|
|
Cash and cash equivalents as of the end of the year
|
|
|
9,341,672
|
|
|
|
10,505,387
|
|
|
|
8,552,782
|
|
As of December 31, 2013, the cash and cash
equivalents of the Company and its subsidiaries denominated in RMB, Singapore dollar, U.S. dollar, and Japanese Yen were RMB7.689
billion, RMB1.110 billion, RMB0.543billion, and RMB0.015million, respectively.
As of December 31, 2012, the cash and cash
equivalents of the Company and its subsidiaries denominated in RMB, Singapore dollar, U.S. dollar, Japanese Yen, and HK dollar
were RMB7.934 billion, RMB2.143 billion, RMB0.546 billion, RMB0.4 million, and RMB0.5 million, respectively.
As of December 31, 2011, the cash and cash
equivalents of the Company and its subsidiaries denominated in RMB, Singapore dollar, U.S. dollar, Japanese Yen, and HK dollar
were RMB5.040 billion, RMB2.936 billion, RMB0.694 billion, RMB0.25 million, and RMB0.001million, respectively.
Capital expenditure and cash resources
Capital expenditures on equity investment
In January 2013, the Company acquired a
50% interest in China Huaneng Group Fuel Co., Ltd. (“Huaneng Group Fuel Company”) from Huaneng Group for a consideration
of approximately RMB108 million. The Company subsequently made a capital injection of RMB1.4 billion into Huaneng Group Fuel Company.
The Company accounts for the investment under equity method.
Capital expenditures on construction and renovation projects
The capital expenditures for the year ended
December 31, 2013 were RMB17.729 billion, mainly used in construction and renovation projects, including RMB1.598 billion for
Changxing expansion project, RMB0.885 billion for Liangjiang Cogeneration project, RMB0.808 billion for Qinbei expansion project,
RMB0.781 billion for Haimen expansion project, RMB0.756 billion for Diandong project, RMB0.730 billion for Tongxiang cogeneration
project, RMB0.506 billion for Haimen Port project, RMB0.502 billion for Yuwang project, RMB0.456 billion for Fuzhou expansion
project, RMB0.436 billion for Weihai project, RMB0.387 billion for Shantou project, RMB0.367 billion for Zuoquan project, RMB0.365
billion for Taicang Port project, RMB0.353 billion for Beijing cogeneration project, RMB0.329 billion for Fujian Port project,
RMB0.317 billion for Shang’an project, RMB0.307 billion for Jinling cogeneration coal-fired project, and RMB0.300 billion
for Yueyang project. The expenditures on construction projects in Singapore were RMB1.198 billion. The expenditures on other projects
were RMB6.348 billion.
The capital expenditures on construction
and renovation amounted to approximately RMB15.608 billion and RMB16.789 billion in 2012 and 2011, respectively.
The capital expenditures above are sourced
mainly from internal capital, cash flows provided by operating activities, and debt financings.
The Company expects to
have significant capital expenditures in the next few years. During that time, the Company will make active efforts to
improve the project planning process on a commercially viable basis. The Company will also actively develop newly planned
projects to pave the way for its long-term growth. The Company expects to finance the above capital expenditures through
internal funding, cash flows provided by operating activities, and debt and equity financing.
The following table sets forth the major
capital expenditure cash requirements, usage plans and cash resources of the Company for the year 2014.
Project
|
|
Capital
expenditure
arrangements
|
|
|
Contractual
arrangements
|
|
|
Financing methods
|
|
Funding resources
arrangements
|
|
Financing costs and
note
on usage
|
|
|
(RMB in billions)
|
|
|
|
|
|
|
|
Thermal power projects
|
|
|
13.625
|
|
|
|
13.625
|
|
|
Debt financing
|
|
Internal cash resources & bank loans, etc.
|
|
Within the floating range of benchmark lending interest rates of
the PBOC
|
Hydropower projects
|
|
|
0.209
|
|
|
|
0.209
|
|
|
Debt financing
|
|
Internal cash resources & bank loans, etc.
|
|
Within the floating range of benchmark lending interest rates of the PBOC
|
Wind power projects
|
|
|
2.930
|
|
|
|
2.930
|
|
|
Debt financing
|
|
Internal cash resources & bank loans, etc.
|
|
Within the floating range of benchmark lending interest rates of the PBOC
|
Port projects
|
|
|
0.943
|
|
|
|
0.943
|
|
|
Debt financing
|
|
Internal cash resources & bank loans, etc.
|
|
Within the floating range of benchmark lending interest rates of the PBOC
|
Coal mining projects
|
|
|
1.165
|
|
|
|
1.165
|
|
|
Debt financing
|
|
Internal cash resources & bank loans, etc.
|
|
Within the floating range of benchmark lending interest rates of the PBOC
|
Renovation projects
|
|
|
5.970
|
|
|
|
5.970
|
|
|
Debt financing
|
|
Internal cash resources & bank loans, etc.
|
|
Within the floating range of benchmark lending interest rates of the PBOC
|
Cash resources and anticipated financing costs
The Company expects to finance its capital
expenditure and acquisitions primarily through internal capital, cash flow from operating activities and debt and equity financing.
Good operating results and a sound
credit status provide the Company with strong financing capabilities. As of December 31, 2013, the undrawn available banking
facilities of the Company and its subsidiaries amount to more than RMB170 billion, granted by Bank of China, Construction
Bank of China and China Development Bank, among other sources.
As resolved at the 2009 annual general
meeting held on June 22, 2010, the Company has been given a mandate to issue within the PRC short-term notes of a principal amount
not exceeding RMB10 billion (in either one or multiple tranches) within 12 months from the date on which the shareholders’
approval was obtained. On January 13, 2011, we issued the tranche of the short-term notes for 2011 in the amount of RMB5 billion
with a maturity period of 365 days, a unit face value of RMB100 and an interest rate of 3.95%.
As resolved at the 2010 annual general
meeting held on May 17, 2011, our Company has been given a mandate to issue within the PRC short-term notes of a principal amount
not exceeding RMB10 billion (in either one or multiple tranches) within 12 months from the date on which the shareholders’
approval was obtained. On September 19, 2011, we issued one tranche of short-term notes in the amount of RMB5 billion with a maturity
period of 366 days, a unit face value of RMB100 and an interest rate of 6.04%. On April 17, 2012, we issued a second tranche of
short-term notes in the amount of RMB5 billion with a maturity period of 365 days, a unit face value of RMB100 and an interest
rate of 4.41%.
As resolved at the 2010 annual general
meeting held on May 17, 2011, our Company has been given a mandate to apply to the competent authority for quota of the non-public
issuance of debt financing instruments with a principal amount of not exceeding RMB10 billion within 12 months from the date of
obtaining an approval at the general meeting (to be issued within such period on a rolling basis). On September 8, 2011, we received
the approval from the competent authority. On November 7, 2011, we completed the issuance of the first tranche of non-public issuance
of debt financing instruments in the amount of RMB5 billion with a maturity period of 5 years, a unit face value of RMB100 and
an interest rate of 5.74%. On January 6, 2012, we completed the issuance of the second tranche of the non-public issuance of debt
financing instruments in the amount of RMB5 billion with a maturity period of 3 years, a unit face value of RMB100 and an interest
rate is 5.24%. On June 4, 2013, we completed the issuance of the third tranche of non-public issuance of debt financing instruments
in the amount of RMB5 billion with a maturity period of 3 years and an interest rate of 4.82%.
As resolved at the 2010 annual general
meeting on May 17, 2011, our Company has been given a mandate to apply to the National Association of Financial Market Institutional
Investors for a quota to issue super short-term debentures of a principal amount not exceeding RMB20 billion. On May 9, 2012,
we received a notification on acceptance of registration from the National Association of Financial Market Institutional Investors,
accepting the registration of our super short-term debentures. On June 5, 2012, July 10, 2012, August 17, 2012 and September 13,
2012, respectively we issued four tranches of the super short-term debentures, each in the amount of RMB5 billion with a maturity
period of 270 days, a unit face value of RMB100 and an interest rate of 3.35%, 3.32%, 3.70% and 3.99%, respectively.
As resolved at the 2011 annual general
meeting on June 12, 2012, our Company has been given a mandate to issue within the PRC short-term notes of a principal amount
not exceeding RMB15 billion within 12 months from the date on which the shareholders’ approval was obtained. On November
6, 2012, we issued the first tranche of the short-term notes in the amount of RMB5 billion with a maturity period of 365 days,
a unit face value of RMB100 and an interest rate of 4.42%. On December 7, 2012, we issued the second tranche of the short-term
notes in the amount of RMB5 billion with a maturity period of 365 days, a unit face value of RMB100 and an interest rate of 4.58%.
As resolved at the 2010 Annual General
Meeting on May 17, 2011, our Company has been given a mandate to issue in one or multiple tranches financing instruments of RMB-denominated
debt instruments of a principal amount up to RMB5 billion in or outside PRC within 12 months from the date of approval at the
general meeting. On April 19, 2012, we received an approval regarding the issuance of RMB-denominated debt instruments in Hong
Kong in the sum of RMB5 billion issued by the NDRC, approving our Company to issue the RMB-denominated debt instruments in Hong
Kong in an aggregate amount of up to RMB5 billion, with an effective period of one year from the date of approval. On January
30, 2013, our Company and the managers entered into a subscription agreement in relation to the proposed issuance of RMB1,500
million bonds due 2016 with an interest rate of 3.85% (“RMB Bonds”). On February 5, 2013, the listing of and dealing
in the RMB Bonds became effective.
As resolved at the 2011 annual general
meeting on June 12, 2012, our Company has been given a mandate to apply to the National Association of Financial Market Institutional
Investors for a quota to issue super short-term notes with a principal amount not exceeding RMB30 billion on a rolling basis.
On January 29, 2013, we received a Notification on Acceptance of Registration from the National Association of Financial Market
Institutional Investors, accepting the registration of the super short-term notes. On February 27, 2013, we issued the first tranche
of the super short-term notes in the amount of RMB5 billion with a maturity period of 270 days, a unit face value of RMB100 and
an interest rate of 3.80%. On April 3, 2013, we issued the second tranche of the super short-term notes in the amount of RMB5
billion with a maturity period of 270 days, a unit face value is RMB100 and an interest rate of 3.90%. On May 5, 2013, we issued
the third tranche of the super short-term notes in the amount of RMB5 billion with a maturity period of 270 days, a unit face
value is RMB100 and an interest rate of 3.80%. On December 17, 2013, we issued the second tranche of the super short-term notes
in the amount of RMB5 billion with a maturity period of 270 days, a unit face value is RMB100 and an interest rate of 5.70%.
As resolved at the 2012 annual general
meeting on June 19, 2013, our Company has been given a mandate to issue within the PRC in one or multiple transches short-term
notes of a principal amount not exceeding RMB 15 billion within 24 months of approval by the general shareholders’ meeting. On
November 11, 2013, we issued unsecured short-term notes at principal amount of RMB5 billion and nominal annual interest rate of
5.25% . The notes were denominated in RMB, issued at par value, and will mature in 365 days from issuance.
As of December 31, 2013, short-term loans
of the Company and its subsidiaries totaled RMB37.937 billion (2012: RMB27.442 billion). Loans from bank were charged at interest
rates ranging from 2.67% to 6.10% per annum (2012: 5.04% to 6.56%). Short-term bonds by the Company and its subsidiaries totaled
RMB15.135 billion as of December 31, 2013 (2012: RMB35.450 billion).
As of December 31, 2013, long-term
loans of the Company and its subsidiaries totaled approximately RMB73.311 billion (2012: approximately RMB81.621 billion),
consisting of loans denominated in RMB of approximately RMB55.342 billion (2012: approximately RMB61.713 billion), in U.S.
dollars of approximately US$0.616 billion (2012: approximately US$0.693 billion), and in Euro of approximately Euro 67
million (2012: approximately Euro 77 million) and Singaporean dollar denominated borrowings of S$2.852 billion (2012: S$2.930
billion). The U.S. dollar denominated borrowings included floating rate borrowings of approximately US$0.608 billion (2012:
US$0.678 billion), all the borrowings denominated in Singaporean dollar were floating rate. For the year ended December 31,
2013, long-term bank borrowings of the Company and its subsidiaries have had interest rates from 0.81% to 6.55% (2012: 0.54%
to 7.05%) per annum.
As of December 31, 2013, the borrowings
for the Singapore operations were all long-term loans approximately in aggregate of RMB13.660 billion, including borrowings denominated
in Singapore dollars in the amount of S$2.852 billion, with interest rates from 1.95% to 4.25% per annum, and borrowings denominated
in U.S. dollars in the amount of US$2.468 million with interest rate of 2.67% per annum.
The Company and its subsidiaries will closely
monitor any change in the exchange rate and interest rate markets and cautiously assess the currency and interest rate risks.
Combining the current development of
the power generation industry and the growth of the Company, the Company will make continuous efforts not only to meet
cash requirements of daily operations, constructions and acquisitions, but also to establish an optimal capital structure to
minimize the cost of capital and manage financial risks through effective financial management activities, thus maintaining
sustainable and stable returns to the shareholders.
Other financing requirements
The objective of the Company is to bring
long-term, steadily growing returns to shareholders. In line with this objective, the Company follows a proactive, stable and
balanced dividend policy. In 2013, in accordance with the profit appropriation plan of the board of directors of the Company (subject
to the approval at the shareholders’ meeting), the Company expects to pay a cash dividend of approximately RMB5,341 million
in 2014.
Maturity profile of borrowings
The following table sets forth the maturity
profile of the Company’s borrowings as of December 31, 2013.
Maturity Profile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(RMB in billions)
|
|
2014
(1)
|
|
|
2015
(1)
|
|
|
2016
(1)
|
|
|
2017
(1)
|
|
|
2018
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal proposed to be repaid
|
|
|
71.434
|
|
|
|
12.677
|
|
|
|
20.112
|
|
|
|
8.564
|
|
|
|
9.541
|
|
Interest proposed to be repaid
|
|
|
6.648
|
|
|
|
3.939
|
|
|
|
3.291
|
|
|
|
2.413
|
|
|
|
1.981
|
|
Total
|
|
|
78.082
|
|
|
|
16.616
|
|
|
|
23.403
|
|
|
|
10.977
|
|
|
|
11.522
|
|
Note:
|
(1)
|
The amount of the principal to be repaid in 2014 is relatively
large because this includes expected repayment of short-term loans and short-term bonds.
|
The major trend of the electricity power market
It is forecast by China Electricity Council
that China’s GDP is expected to grow by 7.5% in 2014, and national power consumption is estimated to increase by 6.5% to
7.0% from same period last year. Total installed generation capacity in the PRC is expected to increase by 7.3% with newly installed
generation capacity of 90 million KW. The utilization of power generation equipment in the PRC is expected to reach 4,430 hours,
with utilization hours of coal-fired equipment at 4,920 hours. The power supply and demand are expected to be generally balanced
throughout the country in 2014. Power supply in Northeast China will experience increase of excessive generation capacity, and
supply is expected to exceed demand in the power market in Central China. In North and East China, the power supply and demand
are expected to be generally balanced, but certain provinces in these regions may experience slight power supply shortage during
summer and winter peak seasons. In Northwest China, the power supply and demand are expected to be generally balanced, with a
growth of power supply exceeding the national average. Balanced power supply and demand will also be seen in South China, with
the possible exception of Yunnan Province, which may have excessive power generation capacity due to its rapid growth of hydropower
supply.
The trend of the fuel supply
In 2014, coal demand in the PRC is
unlikely to experience high growth given the expected steady growth of domestic economy and the stagnant recovery of world
economy, while coal supply will continue to grow. Coal imports will continue at significant pace on government’s
encouragement and therefore affect coal prices in the domestic market. According to the estimate of the China Coal Industry
Association, the nationwide coal supply capacity will reach 4.0 billion tons in 2014, including 3.8 billion tons from
domestic production and approximately 0.3 billion tons from imports. The coal prices are still subject to uncertainties.
Firstly, the increased concentration of domestic coal production capacities and the import of spot coal subject coal prices
to the effect of climate change experienced by major coal-producing economies. Secondly the enhanced environmental protection
measures required by the government and reform of railway enterprises could lead to an increase of railway costs, which in
turn could affect the supply of coal.
The trend of capital market and foreign exchange
In 2014, the PBOC will continue
to implement steady monetary policies and make predicative fine-tuning monetary policies from time to time. In respect of
the credit market, liquidity is still tight with higher financing costs. In respect of monetary policies, the PBOC will
continue to expand application of open market operations, commence using open market short-term liquidity operations, and
make on-going efforts for liberalization of RMB interest rates. The deposit reserve requirement ratio and benchmark interest
rates for borrowing and lending are unlikely to change in the foreseeable future, and the monetary policy will
maintain consistent.
As of December 31, 2013, the Company and
its subsidiaries had 37,729 domestic and overseas employees. The Company and its subsidiaries provided employees with competitive
remuneration and linked such remuneration to operating results as working incentives for the employees. Currently, the Company
and its subsidiaries do not have any non-cash remuneration packages.
Based on the development plans of the
Company and its subsidiaries and the requirements of individual positions, together with the consideration of specific
characteristics of individual employees, the Company and its subsidiaries tailored various training programs for their
employees on management skills, technical skills and marketing skills. These programs have enhanced both the knowledge and
operational skills of the employees.
|
G.
|
Guarantees and pledges on loans and restricted assets
|
As of December 31, 2013, the Company provided
a guarantee for Tuas Power’s long-term bank borrowings of approximately RMB13.629 billion.
As of December 31, 2013, the details of secured
loans of the Company and its subsidiaries are as follows:
|
(1)
|
The Company pledged certain accounts receivable for certain short-term
loans borrowed in 2013. As of December 31, 2013, short-term loans of RMB6,000 million
were secured by accounts receivable of the Company and its subsidiaries with net book
value amounting to RMB6,501 million.
|
|
(2)
|
As of December 31, 2013, a short-term loan of RMB50 million was
secured by certain future revenue to be generated by a subsidiary of the Company.
|
|
(3)
|
As of December 31, 2013, a short-term loan of RMB15.05 million
was secured by certain property, plant and equipment of a subsidiary of the Company.
|
|
(4)
|
As of December 31, 2013, a long-term loan of RMB69 million was
secured by territorial waters use right, with net book value amounting to RMB82.42 million.
|
|
(5)
|
As of December 31, 2013, a long-term loan of RMB123 million was
secured by certain property, plant and equipment, with net book value amounting to RMB203
million.
|
|
(6)
|
As of December 31, 2013, long-term loans of approximately RMB11,430
million were secured by future electricity revenue of the Company and its subsidiaries.
|
|
(7)
|
As of December 31, 2013, a long-term loan of RMB100 million was
secured by certain future revenue to be generated by a subsidiary.
|
|
(8)
|
As of December 31, 2013, notes payable of RMB23 million were secured
by notes receivable of the Company and its subsidiaries, with net book value amounting
to RMB8 million and cash in bank of RMB19 million.
|
As of December 31, 2013, restricted bank deposits were RMB126
million.
|
H.
|
Off-balance sheet arrangements
|
As of December 31, 2013, there were
no off-balance sheet arrangements which have or are reasonably likely to have an effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to investors.
|
I.
|
Performance of significant investments and their prospects
|
The Company acquired a 25% equity
interest in Shenzhen Energy Group for RMB2.39 billion on April 22, 2003. In 2011, Shenzhen Energy Group divided into a
remainder Company, Shenzhen Energy Group, and a new Company, Shenzhen Energy Management Company, and the Company holds 25%
equity interests in each of the two companies. The Company acquired 200 million shares from Shenzhen Energy, a subsidiary of
Shenzhen Energy Group, in December 2007. Shenzhen Energy allotted shares with its capital surplus in 2011. In February 2013,
Shenzhen Energy merged Shenzhen Energy Management Corporation through the combination of a directional seasoned offering and
cash payments to the shareholders of Shenzhen Energy Management Corporation, Shenzhen State-owned Assets Supervision and
Administration Commission and the Company. After the merger, the Company directly held 661,161,106 shares, representing
25.02% shares in Shenzhen Energy. These investments brought a profit of RMB330 million to the Company for the year ended
December 31, 2013 under IFRS. This investment is expected to provide steady returns to the Company.
The Company has held directly
60% equity interest 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 interest in Sichuan Hydropower
to 49% and making Huaneng Group the controlling shareholder of Sichuan Hydropower. This investment brought a profit of RMB166
million for the year ended December 31, 2013 under IFRS. This investment is expected to provide steady returns to the
Company.
|
J.
|
Tabular disclosure of contractual obligations and commercial
commitments
|
A summary of payments due by period of
our contractual obligations and commercial commitments as of December 31, 2013 is shown in the tables below. A more complete description
of these obligations and commitments is included in the Notes to Financial Statements as referenced below.
Contractual Cash Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(RMB in millions)
|
|
2014
|
|
|
2015-2016
|
|
|
2017-2018
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans from a shareholder
(1)
|
|
|
-
|
|
|
|
640
|
|
|
|
-
|
|
|
|
-
|
|
|
|
640
|
|
Long-term bank loans
(1)
|
|
|
12,766
|
|
|
|
14,163
|
|
|
|
10,805
|
|
|
|
33,403
|
|
|
|
71,137
|
|
Other long-term loans
(1)
|
|
|
31
|
|
|
|
1,486
|
|
|
|
-
|
|
|
|
17
|
|
|
|
1,534
|
|
Long-term bonds
(2)
|
|
|
7,197
|
|
|
|
18,710
|
|
|
|
7,911
|
|
|
|
-
|
|
|
|
33,818
|
|
Interest payments
|
|
|
3,324
|
|
|
|
5,020
|
|
|
|
3,783
|
|
|
|
5,842
|
|
|
|
17,969
|
|
Operating Lease – Head Offce
(3)
|
|
|
22
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22
|
|
Operating Lease - Shang’an Power Plant
(3)
|
|
|
2
|
|
|
|
4
|
|
|
|
4
|
|
|
|
50
|
|
|
|
60
|
|
Operating Lease - Nanjing Power Plant
(3)
|
|
|
2
|
|
|
|
4
|
|
|
|
4
|
|
|
|
67
|
|
|
|
77
|
|
Operating Lease – Liaoning Branch
(3)
|
|
|
2
|
|
|
|
3
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5
|
|
Operating Lease – Hebei Branch
(3)
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
Operating Lease – Hebei Wind Power Branch
(3)
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
Operating Lease – Liaoning Wind Power Branch
(3)
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
Operating Lease - Dezhou Power Plant
(3)
|
|
|
34
|
|
|
|
68
|
|
|
|
68
|
|
|
|
180
|
|
|
|
350
|
|
Operating Lease – Fuel Company
(3)
|
|
|
8
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8
|
|
Operating Lease - Tuas Power Generation Pte Ltd.
(3)
|
|
|
23
|
|
|
|
44
|
|
|
|
48
|
|
|
|
978
|
|
|
|
1,093
|
|
|
|
|
23,414
|
|
|
|
40,142
|
|
|
|
22,623
|
|
|
|
40,537
|
|
|
|
126,716
|
|
Other commercial commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(RMB in millions)
|
|
2014
|
|
|
2015-2016
|
|
|
2017-2018
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long – term gas purchase contract
(4)
|
|
|
3,847
|
|
|
|
6,412
|
|
|
|
6,409
|
|
|
|
16,022
|
|
|
|
32,690
|
|
Other commitments
(3)
|
|
|
32,020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,020
|
|
|
|
|
35,867
|
|
|
|
6,412
|
|
|
|
6,409
|
|
|
|
16,022
|
|
|
|
64,710
|
|
Notes:
|
(1)
|
See Note 23 to the Financial Statements, “Long-term Loans”.
|
|
(2)
|
See Note 24 to the Financial Statements, “Long-term Bonds”.
|
|
(3)
|
See Note 38 to the Financial Statements, “Commitments”.
|
|
(4)
|
The numbers shown in the table above were calculated based on
the minimum purchases stipulated in the long-term gas contracts disclosed in Note 38
to the Financial Statements. As the Company and its subsidiaries are not required to commit
purchases of one of the contracts until 2014, no estimated unit cost information is available for
daily purchase quantities of 42.4 BBtu from 2014 to 2018.
|
The Company and its subsidiaries have various
defined contribution plans in accordance with the local conditions and practices in the provinces in which they operate. The Company
and its subsidiaries pay fixed contributions into separate entities (funds) and will have no further payment obligations if the
funds do not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods.
Disclosures of the pension plans, including
the contribution amounts, are included in Note 36 to the Financial Statements.
|
K.
|
Sensitivity analysis to impairment test
|
Goodwill impairment
Goodwill is tested for impairment by the
management at the end of each year. In 2013, due to the external environment deterioration in respect of the shipping market,
the utilization of port was below expectation and the price was at a lower level. Based on the impairment testing results, the
goodwill arising from the acquisition of Huaneng (Fujian) Harbour Limited Company, Huaneng Qingdao Port Limited Company and Shandong
Hualu Sea Transportation Limited Company were fully impaired. Besides, the goodwill arising from the acquisition of Enshi City
Mawei Valley Hydropower Development Co., Ltd. was assessed as fully impaired due to the fact that the capital expenditure of the
power plant was higher than the original expectation. The above mentioned goodwill impairment provided in 2013 approximately amounted
to RMB586 million. For the Singapore segment, the goodwill in respect of Tuas Power acquisition was impaired of RMB392 million
in 2013 as a result of the power market change in Singapore.
For goodwill allocated to CGUs in the PRC,
changes of assumptions in tariff and fuel price could have affected the results of goodwill impairment assessment. As of December
31, 2013, if tariff had decreased by 1% or 5% from management’s estimates with other variables constant with the expectations,
the Company and its subsidiaries would have to further recognize impairment against goodwill by approximately RMB115 million and
RMB1,864 million, respectively. If fuel price had increased by 1% or 5% from the management’s estimates with other variables
constant with the expectations, the Company and its subsidiaries would have to further recognize impairment against goodwill by
nil and approximately RMB111 million, respectively.
In connection to the goodwill attached
to Tuas Power, management has based its assessment of recoverable amounts on value-in-use calculations. Management has assessed
that, amongst all assumptions used in the value-in-use calculations, the most sensitive key assumption is the discount rate, which
was arrived at based on weighted average cost of capital. The discount rate applied in determining the recoverable amounts of
the CGU was 7.05%. An absolute increase in the discount rate of 0.5% would result in approximately RMB1,599 million decrease in
the recoverable amount of the CGU.
Property, plant and equipment impairment
The Company and its subsidiaries test whether
property, plant and equipment suffered any impairment whenever any impairment indication exists.
Changes of assumptions in tariff and fuel
price will affect the result of property, plant and equipment impairment assessment. For power plants assets that are subject
to impairment testing, as at December 31, 2013, if tariff had decreased by 1% or 5% from management’s estimates with other
variables constant with the expectations, the Company and its subsidiaries would have to further recognize impairment against
property, plant and equipment by approximately RMB13 million and RMB734 million, respectively. If fuel price had increased by
1% or 5% from the management’s estimates with other variables constant with the expectations, the Company and its subsidiaries
would have to further recognize impairment against property, plant and equipment by approximately RMB8 million and RMB40 million,
respectively.
Our main task in 2014 is to further our efforts in enhancing economic efficiency and development quality,
improve profitability and sustainability, and maintain our leading position in the industry. We will strive to attain an annual
utilization hour of 5,000 hours with our domestic generating units, and realize an annual power generation of 325 billion kWh at
our domestic power plants.
We will reinforce marketing activities
and optimize the adjustment in production operation. We will continue to foster the establishment of a stable and reliable fuel
supply system, reinforce the operation and management of Tuas Power in Singapore and strive to increase our market share, so as
to create long term, stable and increasing returns for our shareholders.
ITEM 6 Directors, Senior Management
and Employees
|
A.
|
Directors, members of the supervisory committee and senior
management
|
Directors
The table below sets forth certain information
concerning our directors as of March 31, 2014. The current term for all of our directors is three years, which will expire in
May 2014.
Name
|
|
Age
|
|
Position with us
|
Cao Peixi
|
|
58
|
|
Chairman of the Board of Directors
|
Huang Long
|
|
60
|
|
Vice Chairman of the Board of Directors
|
Li Shiqi
|
|
57
|
|
Director
|
Huang Jian
|
|
51
|
|
Director
|
Liu Guoyue
|
|
50
|
|
Director, President
|
Fan Xiaxia
|
|
51
|
|
Director, Vice President
|
Shan Qunying
|
|
60
|
|
Director
|
Guo Hongbo
|
|
45
|
|
Director
|
Xu Zujian
|
|
59
|
|
Director
|
Xie Rongxing
|
|
51
|
|
Director
|
Shao Shiwei
|
|
68
|
|
Independent Director
|
Wu Liansheng
|
|
43
|
|
Independent Director
|
Li Zhensheng
|
|
69
|
|
Independent Director
|
Qi Yudong
|
|
47
|
|
Independent Director
|
Zhang Shouwen
|
|
47
|
|
Independent Director
|
CAO Peixi
, aged 58, is the Chairman of the Company.
He is also the President of Huaneng Group and the Chairman of HIPDC and Huaneng Renewables Co., Ltd. He was the Vice President
and President of China Huadian Corporation, and Chairman of Huadian Power International Corporation Limited. He graduated from
Shandong University specializing in electrical engineering. He holds a postgraduate degree of master in engineering issued by
the Party School of the Central Committee and is a researcher-level senior engineer.
HUANG Long
, aged 60, is the Vice Chairman of the Company
as well as the Vice President of Huaneng Group and the Director of HIPDC, a Director of SinoSing Power Pte. Ltd., the Chairman
of Tuas Power Ltd., the Chairman of Tuas Power Supply Pte Ltd. and Tuas Power Utilities Pte Ltd., and a Director of Shenzhen Energy
Group Co., Ltd. He was the Vice President and Secretary of the Board of Directors of the Company. He graduated with a M.S. Degree
from North Carolina State University in the U.S., specializing in communications and auto-control. He is a senior engineer.
LI Shiqi
, aged 57, is a Director of the Company and
President of HIPDC. He was the Chairman and Executive Vice Chairman of Huaneng Capital Services Co., Ltd., Mr. Li graduated from
People’s University of China majoring in Finance. He is a senior accountant.
HUANG Jian
, aged 51, is a Director of the Company, the
Assistant to President of Huaneng Group, Executive Vice Chairman of Huaneng Capital Services Co., Ltd., Chairman of Huaneng Hainan
Power Ltd. and the Chairman of Huaneng Carbon Assets Management Company Limited. He was the Deputy Chief Economist and Chief of
Financial Planning of Huaneng Group. Mr. Huang graduated from the accounting department of Institute of Fiscal Science of the
Ministry of Finance with a postgraduate degree of master in economics. He is a senior accountant.
LIU Guoyue
, aged 50, is a Director and President of
the Company, the Vice President of Huaneng Group, the Chairman of Shanghai Times Shipping Limited Company, a director of Xi’an
Thermal Research Institute Limited Company, an Executive Director of Huaneng International Power Fuel Co., Ltd., a Director of
Tuas Power Ltd., Tuas Power Supply Pte Ltd. and Tuas Power Utilities Pte Ltd. He served as Vice President of the Company. He
graduated from North China Electric Power University, specializing in thermal engineering. He holds a doctoral degree in
engineering. He is a senior engineer.
FAN Xiaxia
, aged 51, is a Director and Vice
President of the Company and Vice Chairman of Huaneng Shidaowan Nuclear Power Co., Ltd. He served as Assistant to the
President of the Company and General Manager (Offier) of the Company’s Zhejiang Branch (Yuhuan Power Plant Preparatory
Office). He graduated from Economic Management School of Tsinghua University with an EMBA degree. He is a senior
engineer.
SHAN Qunying
, aged 60, is a Director of the Company
and the Chairman of Hebei Xingtai Power Generation Limited Company. He was the Chief of the Energy & Communication Division
of Hebei Provincial Construction Investment Company, the Vice President of Hebei Construction & Investment Group Co., Ltd.
and the Vice Chairman of Hebei Construction Investment Energy Investment Limited Company and Guodian Construction Investment Inner
Mongolia Energy Limited Company. He graduated from the Management Institute of Tianjin University with a EMBA degree. He is
a senior engineer.
GUO Hongbo
, aged 45, is a Director of the Company and
the President and the Vice Chairman of Liaoning Energy Investment (Group) Limited Liability Company. He was the Deputy General
Manager, the Deputy Executive General Manager and a Director of Liaoning Energy Investment (Group) Limited Liability Company.
Mr. Guo graduated from Jilin University, majoring in administrative management, and holds a postgraduate degree of master
in management. He is a researcher-grade senior engineer.
XU Zujian
, aged 59, is a Director of the Company,
the Vice President of Jiangsu Guoxin Investment Group Limited and the Chairman of Jiangsu Investment Management Co. Ltd. and
Zking Property & Casualty Insurance Co., Ltd. He was the Vice President of Jiangsu Provincial International Trust &
Investment Corporation and the President of Jiangsu Investment Management Co. Ltd. He graduated from Liaoning Finance
University, majoring in infrastructure finance, and holds a bachelor’s degree. He is a senior economist.
XIE Rongxing
, aged 51, is a director of the Company,
the Vice President of Fujian Provincial Investment and Development Group Co., Ltd., the Vice Chairman of Fujian Cotton Ertan Hydropower
Development Co., Ltd., Xiamen China International Electric Power Development Co., Ltd. and Zhonghai Fujian Gas Power Co., Ltd.,
a Director of Fujian Fuqing Nuclear Power Co., Ltd. and Fujian Sanming Nuclear Power Co., Ltd. and the Vice Chairman of Fujian
Shuikou Power Group Co., Ltd. He was the Vice President of Fujian Investment & Development Group Company. He graduated from
Hubei Financial College, majoring in financial credit for infrastructure construction projects, and holds a bachelor’s degree.
He is a MBA graduate of North Virginia University in the United States and is an economist.
SHAO Shiwei
, aged 68, is an Independent Director of
the Company. He is also an Independent Director of Shanghai Electric Power Co., Ltd., Shanghai Magus Technology Co., Ltd., Shanghai
Zhixin Electric Co., Ltd. and Leshan Electric Power Co., Ltd. He was the Chairman and the President of Huadong Grid Network Company
and the Chairman of the Supervisory Committee of Shanghai Electric Power Co., Ltd.. He graduated from Tianjin University,
majoring in power plant, power grid and power system. He is a professor-grade senior engineer.
WU Liansheng
, aged 43, is an Independent Director of
the Company, a Professor and Associate Director of the MBA Center of the Guanghua Management Institute of Peking University and
an Independent Director of China National Building Materials Company Limited, Western Mining Co., Ltd, Wanda International Cinemas
Co., Ltd. and Xinhua Network Co. Ltd. He previously served in the Guanghua Management Institute of Peking University as a lecturer,
an Associate Professor, the Deputy Head and the Head of the Department of Accounting. He was an Independent Director of Rongsheng
Development Joint Stock Limited Company. He graduated from Zhongnan University of Finance and Economics with a PhD in Management
(Accounting).
LI Zhensheng
, aged 69, is an Independent Director of
the Company and TGOOD Electric Co., Ltd. He was the Chief Economist and Consultant of State Grid Corporation. Mr. Li graduated
from Hebei University of Technology with a bachelor’s degree. He is also a professor-grade senior engineer.
QI Yudong
, aged 47, is the Independent Director of
the Company and the Assistant to the Principal of Capital University of Economics and Business. He is also the Director and a
Professor (Grade II) of China center for the Research of Industrial Economics, mentor to PhD and post-doctoral tutor (finance
discipline). He is an External Supervisor and the Chairman of the Audit Committee under the Supervisory Committee of Hua Xia
Bank Co., Ltd., an Independent Director and the Chairman of the Remuneration and Appraisal Committee of China Garments Co.,
Ltd. and an Independent Director of Shenzhen Fountain Corporation. He was the Director of the School of Business
Administration of Capital University of Economics and Business. He graduated from the Graduate School of Chinese Academy of
Social Sciences, majoring in industrial economics, with a PhD in Economics.
ZHANG Shouwen
, aged 47, is an Independent Director of
the Company and a Professor and Doctoral Mentor in the Law School of Peking University, the Director of Economic Law Institute
of Peking University, the Vice President and Secretary General of the Economic Law Research Society of China Law Society and an
Independent Director of Guoxin Securities Co., Ltd.. He was a lecturer and Associate Professor at the Law School of Peking University.
He graduated from the Law School of Peking University with a PhD in Laws.
Supervisors
The table below sets forth certain information
concerning our supervisors as of March 31, 2014. The current term for all of our supervisors is three years, which will expire
in May 2014
Name
|
|
Age
|
|
Position with us
|
Guo Junming
|
|
48
|
|
Chairman of the Supervisory Committee
|
Hao Tingwei
|
|
51
|
|
Vice Chairman of the Supervisory Committee
|
Zhang Mengjiao
|
|
49
|
|
Supervisor
|
Gu Jianguo
|
|
47
|
|
Supervisor
|
Wang Zhaobin
|
|
58
|
|
Supervisor
|
Zhang Ling
|
|
53
|
|
Supervisor
|
GUO Junming
, aged 48, is the Chairman of the Company’s
Supervisory Committee, the Chief Accountant of Huaneng Group, a Director of HIPDC and the Chairman of Huaneng Capital Services
Co. Ltd. He was the Deputy Chief Accountant and the Manager of the Finance Department of Huaneng Group. He graduated from
Shanxi Finance and Economic Institute, majoring in business finance and accounting, and holds a bachelor’s degree. He is
a senior accountant.
HAO Tingwei
, aged 51, was the Vice Chairman of the Supervisory
Committee of the Company during the reporting period. He was a Director and the Vice President of Dalian Construction Investment
Corporation, a Director of Liaoning Hongyanhe Nuclear Power Co., Ltd. and the Vice Chairman of Dalian Taishan Thermal Power Co.,
Ltd. He was the Vice President of Dalian Municipal Construction Investment Company. He graduated from Dalian Polytechnic
University, majoring in electronics. He holds a post-graduate degree.
ZHANG Mengjiao
, aged 49, is a Supervisor of the Company,
the Manager of the Finance Department of HIPDC, a Supervisor of Huaneng Anyuan Generation Co., Ltd., Huaneng DuanZhai Coal &
Electricity Co., Ltd., Huaneng Chaohu Power Generation Co., Ltd. and Shaunxi Coal Industry Co., Ltd. and the Chairman of the Supervisory
Committee of Huaneng Shaanxi Power Generation Co., Ltd. She was the Deputy Manager of the Finance Department of the Company.
She graduated from Xiamen University, majoring in accounting. She holds a Master’s Degree in economics and is a senior
accountant.
GU Jianguo
, aged 47, is a Supervisor of the
Company, the Chairman of Nantong Investment & Management Limited Company and the Vice President of Nantong State-owned
Assets Investment Holdings Co., Ltd. Mr. Gu was a Director and the President of Nantong Investment & Management Limited
Company. He graduated from Nanjing University of Aeronautics and Astronautics with a bachelor’s degree. He is an
economist.
WANG Zhaobin
, aged 58, is a Supervisor of the Company
and the Chairman of the Labour Union. He was the Manager of the Administration Department and the Corporate Culture Department
of the Company. He graduated from China Beijing Municipal Communist Party School, majoring in economic management, and holds
a bachelor’s degree. He is a senior corporate culture specialist.
ZHANG Ling
, aged 53, is a Supervisor and the Manager
of the Audit and Supervisory Department of the Company. She was the Manager of the Equity Management Department of the Company.
She was graduated from Zhongnan University of Finance and Economics with a bachelor’s degree in management, majoring in
finance. She is a senior accountant.
Other Executive Officers
GU Biquan
, aged 56, is the Vice President and Chief
Legal Adviser of the Company. He was the Secretary to the Board of Directors of the Company. He graduated from Beijing Broadcasting
Television University, specializing in electronic engineering. He is an engineer.
ZHOU Hui
, aged 50, is the Vice President and Chief Accountant
of the Company. She was the Chief Accountant of the Company. She graduated from Renmin University of China with a postgraduate
degree of master in economics. She is a senior accountant.
ZHAO Ping
, aged 51, is the Vice President of the Company.
He was the Chief Engineer of the Company. He graduated from Tsinghua University, specializing in thermal engineering, with a postgraduate
degree of master in science and an EMBA degree. He is a researcher-level senior engineer.
DU Daming,
aged 47, is the Vice President and Secretary
to the Board of Directors of the Company. He was the Chief of the Administration Office of Huaneng Group and Chief of the Office
of the Board of Directors of the Company. He graduated from North China Electric Power University, specializing in electric system
and its automation, with a postgraduate degree of master in science. He is a senior engineer.
WU Senrong
, aged 52, is the Vice President of
the Company. He was the Manager of the Human Resources Department of the
Company. He graduated from the School of Economics and Management of Tsinghua University, specializing in business
administration for senior management, with a bachelor’s degree and an EMBA degree. He is a researcher-level senior
engineer.
SONG Zhiyi
, aged 53, is the Vice President of the Company.
He was the General Manager of Huaneng Northeast Branch and Head of Construction Department of Huaneng Group. He graduated from
the Guanghua Management Institute of Beijing University, specializing in business administration, with a bachelor’s degree
and a MBA degree. He is a senior engineer.
LI Jianmin
, aged 52, is the Vice President of the Company.
He was the General Manager of Huaneng Zhejiang Branch (Yuhuan Power Plant) and General Manager of Huaneng Hebei Branch. He graduated
from Northeast Electricity College, specializing in power plant and electricity system, with a bachelor’s degree in science.
He is a researcher-level senior engineer.
HE Yong
, aged 55, is the Chief Engineer of the
Company. He was the Manager of the Safety and Production Department and Deputy Chief Engineer of the Company. He graduated
from Wuhan University, specializing in corporate management, with a postgraduate degree of master in management. He is a
researcher-level senior engineer.
LI Shuqing
, aged 50, was the Vice President of the Company
during the reporting period. He was the General Manager of Huaneng Shanghai Branch. He graduated from Shanghai Electric Power
Institute, majoring in thermodynamics, with a bachelor’s degree in science. He is a senior engineer.
B.
Compensation for Directors, Supervisors and
Executive Officers
The table below sets forth the compensation
on individual basis for the directors, supervisors and other executive officers for the year ended December 31, 2013:
Name
|
|
Position with the Company
|
|
Remuneration Paid by the
Company
in 2013
(1)
|
|
|
|
|
|
(RMB in thousand)
|
|
Directors
|
|
|
|
|
|
|
Mr. Cao Peixi
|
|
Chairman of the Board of Directors
|
|
|
-
|
|
Mr. Huang Long
|
|
Vice Chairman of the Board of Directors
|
|
|
-
|
|
Mr. Li Shiqi
|
|
Director
|
|
|
-
|
|
Mr. Huang Jian
|
|
Director
|
|
|
-
|
|
Mr. Liu Guoyue
|
|
Director and President
|
|
|
784
|
|
Mr. Fan Xiaxia
|
|
Director and Vice President
|
|
|
948
|
|
Mr. Shan Qunying
|
|
Director
|
|
|
48
|
|
Mr. Guo Hongbo
|
|
Director
|
|
|
48
|
|
Mr. Xu Zujian
|
|
Director
|
|
|
48
|
|
Mr. Xie Rongxing
|
|
Director
|
|
|
48
|
|
Mr. Shao Shiwei
|
|
Independent Director
|
|
|
74
|
|
Mr. Wu Liansheng
|
|
Independent Director
|
|
|
74
|
|
Mr. Li Zhensheng
|
|
Independent Director
|
|
|
74
|
|
Mr. Qi Yudong
|
|
Independent Director
|
|
|
74
|
|
Mr. Zhang Shouwen
|
|
Independent Director
|
|
|
74
|
|
|
|
|
|
|
|
|
Sub-total:
|
|
|
|
|
2,294
|
|
|
|
|
|
|
|
|
Supervisors
|
|
|
|
|
|
|
Mr. Guo Junming
|
|
Chairman of the Supervisory Committee
|
|
|
-
|
|
Mr. Hao Tingwei
|
|
Vice Chairman of the Supervisory Committee
|
|
|
48
|
|
Ms. Zang Mengjiao
|
|
Supervisor
|
|
|
-
|
|
Mr. Gu Jianguo
|
|
Supervisor
|
|
|
48
|
|
Mr. Wang Zhaobin
|
|
Supervisor
|
|
|
810
|
|
Ms. Zhang Ling
|
|
Supervisor
|
|
|
646
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
|
|
1,552
|
|
|
|
|
|
|
|
|
Other Executive officers
|
|
|
|
|
|
|
Mr. Gu Biquan
|
|
Vice President and Chief Legal Advisor
|
|
|
816
|
|
Ms. Zhou Hui
|
|
Vice President and Chief Accountant
|
|
|
816
|
|
Mr. Zhao Ping
|
|
Vice President
|
|
|
815
|
|
Mr. Du Daming
|
|
Vice President and Secretary to the Board of Directors
|
|
|
815
|
|
Mr. Wu Senrong
|
|
Vice President
|
|
|
815
|
|
Mr. Song Zhiyi
|
|
Vice President
|
|
|
805
|
|
Mr. Li Jianmin
|
|
Vice President
|
|
|
806
|
|
Mr. He Yong
|
|
Chief Engineer
|
|
|
810
|
|
Mr. Li Shuqing
|
|
Vice President (from January 2013 to November 2013)
|
|
|
764
|
|
|
|
|
|
|
|
|
Sub-total:
|
|
|
|
|
7,262
|
|
Total
|
|
|
|
|
11,108
|
|
Notes:
|
(1)
|
The remuneration paid by the Company in 2013 includes the basic
salaries, performance salaries and pension. Please see Note 37 to the Item 18 Financial
Statements, “Directors’, supervisors’ and senior management’s
emoluments”.
|
The total remuneration paid to our
directors, supervisors and executive officers is comprised of basic salaries, performance salaries and pension. Of these,
performance salaries account for approximately 51% of the total remuneration. In addition, directors and supervisors who are
also officers or employees of the Company receive certain other benefits, such as subsidized or free health care services, housing
and transportation, which are customarily provided by large enterprises in the PRC to their employees. Each of the
Company’s independent directors receives annual after-tax cash compensation of RMB60,000. We do not have any service
contract with any director that provides for benefits upon termination of employment.
As of the end of 2003, we, in accordance
with the resolutions passed at a shareholders’ general meeting, have set up four board committees, namely, the Audit Committee,
the Strategy Committee, the Nomination Committee, and the Remuneration and Appraisal Committee, and formulated the working regulations
for such committees in accordance with the relevant rules and regulations. All committees operate in accordance with the working
rules and utilize their members’ specific backgrounds, experience and industry expertise to provide advice to us, so as to
enhance our operation efficiency and to make the decision-making process better informed.
The main duties of the Audit Committee
are to assist our board in performing its statutory and fiduciary duties of supervising our accounting, financial reports, internal
controls and compliance, including but not limited to, assisting our board in supervising (i) the integrity of our financial statements;
(ii) our compliance with the applicable laws and regulations; (iii) the qualification and independence of our independent auditors;
(iv) the performances of our independent auditors and internal auditing department and (v) the compliance of connected transactions
to be implemented by the Company.
The main duties of the Strategy Committee
are to advise on, and conduct research in relation to, our long-term development strategies and decisions regarding significant
investments.
The main duties of the Nomination
Committee are to conduct research and provide advice in relation to the requirements for selection of directors and managers
and the relevant procedures, to search for qualified candidates for the positions of director and manager, to examine the
candidates for the positions of director and manager and to advise matters in relation thereto.
The main duties of the Remuneration
and Appraisal Committee are to conduct research on the appraisal guidelines for directors and managers, to carry out
performance appraisals and provide advice accordingly, and to conduct research on the remuneration policies and proposals
regarding the directors and senior management.
The members of Audit Committee are Mr.
Wu Liansheng (Chairman), Mr. Shao Shiwei, Mr. Li Zhensheng, Mr. Qi Yudong and Mr. Zhang Shouwen.
The members of Strategy Committee are Mr.
Huang Long (Chairman), Mr. Li Shiqi, Mr. Huang Jian, Mr. Liu Guoyue, Mr. Fan Xiaxia, Mr. Shao Shiwei and Mr. Li Zhensheng.
The members of Nomination Committee are
Mr. Shao Shiwei (Chairman), Mr. Fan Xiaxia, Mr. Shan Qunying, Mr. Xie Rongxing, Mr. Wu Liansheng, Mr. Qi Yudong and Mr. Zhang
Shouwen.
The members of Remuneration and Appraisal
Committee are Mr. Qi Yudong (Chairman), Mr. Liu Guoyue, Mr. Guo Hongbo, Mr. Xu Zujian, Mr. Shao Shiwei, Mr. Wu Liansheng and Mr.
Li Zhensheng.
As of December 31, 2013, we employed
37,729 people. Of these, 280 are headquarters management staff, 10,071 are power plant personnel directly involved in the
management and operation of the power plants, and the remainder are maintenance personnel, ancillary service workers and
others. Over 67% our work force graduated from university or technical college. As of December 31, 2011 and 2012, we had
approximately 35,903 and 36,326 employees, respectively.
We conduct continuing education programs
for our employees at our head office and at each power plant. We provide training in foreign language, computer, accounting and
other areas to our professionals and technicians in their relevant fields. Employees are trained in accordance with the different
requirements for professional and managerial positions.
We have reformed the labor system by introducing
individual labor contracts. Currently, all employees are employed under employment contracts, which specify the employee’s
position, responsibilities, remuneration and grounds for termination. Short-term employment contracts have fixed terms of typically
one to five years, at the end of which they may be renewed by agreement of both the Company and the employee.
The contract system imposes discipline,
provides incentives to adopt better work methods, and provides us with a greater degree of management control over our work force.
We believe that, by linking remuneration to productivity, the contract system has also improved employee morale.
Each of our power plants has a trade
union and the employees of our headquarters are also members of a trade union. These trade unions protect employees’ rights,
aim to fulfill our economic objectives, encourage employees to participate in management decisions and mediate disputes between
us and union members. We have not been subject to any strikes or other labor disturbances interfering with our operations, and
we believe that our relationships with our employees are good.
Total remuneration of our employees includes
salaries, bonuses and allowances. The employees also receive certain benefits in the form of education and health services subsidized
by the Company and other miscellaneous subsidies.
In compliance with the relevant regulations,
we and our employees participate in the local government pension plan under which all the employees are entitled to pension
payments upon retirement. See Note 35 to the Financial Statements.
The Company also participates in the social
insurance program administered by the social security institution, under which all employees are entitled to certain social
insurance benefits, subject to adjustments in accordance with relevant PRC regulations. The Company is in compliance with all
social insurance regulations and has no overdue obligations for any social insurance contribution.
None of our directors, supervisors or senior
management owns any of our shares.
|
ITEM 7
|
Major
Shareholders and Related Party Transactions
|
Our outstanding ordinary shares consist
of A Shares and H Shares, each with a par value of RMB1.00 per share. The following table sets forth certain information regarding
our major shareholders as of March 31, 2014.
Shareholder
|
|
Number of
shares
|
|
|
Approximate percentage
in the total
issued domestic share capital
%
|
|
|
Approximate percentage
in the
total issued share capital
%
|
|
Huaneng International Power Development Corporation
|
|
|
5,066,662,118
|
|
|
|
48.25
|
|
|
|
36.05
|
|
China Huaneng Group
(1)
|
|
|
1,561,371,213
|
|
|
|
14.87
|
|
|
|
11.11
|
|
Hebei Provincial Construction Investment Company
|
|
|
603,000,000
|
|
|
|
5.74
|
|
|
|
4.29
|
|
China Hua Neng Hong Kong Company Limited
|
|
|
472,000,000
|
|
|
|
-
|
(2
)
|
|
|
3.36
|
|
Notes:
|
(1)
|
Of the 1,561,371,213 shares, 6,246,664 A shares are held by Huaneng
Group through its wholly owned subsidiary, Huaneng Capital Services Company Limited.
|
|
(2)
|
472,000,000 shares are H shares and represent 13.27% of the
total issued H shares of the Company and 3.36% of the total issued share capital of the
Company.
|
In 2006, all of our shareholders of non-tradable
domestic shares except HIPDC transferred a total of approximately 1.1 billion shares to Huaneng Group, representing 9.24% of our
total issued shares. Among others, HPCIC transferred approximately 301 million shares to Huaneng Group, and decreased its shareholdings
in the Company to 5.00%.
On April 19, 2006, we carried out our
reform plan to convert all non-tradable domestic shares into tradable domestic shares. According to the plan, Huaneng Group
and HIPDC transferred a total of 150 million A Shares to our shareholders. As a result, the direct shareholdings
of Huaneng Group and HIPDC decreased to 8.75% and 42.03%, respectively.
In June and July of 2008, through its
wholly owned subsidiary, China Hua Neng Hong Kong Company Limited, Huaneng Group acquired 20 million H shares from the open
market. As a result, the shareholding of Huaneng Group increased to 8.92%.
In 2010, we increased our share capital
through non-public issuances of new shares, including A shares and H shares. With the approval of shareholders and relevant
PRC governmental authorities, we were authorized to issue (i) not exceeding 1,500 million new A shares by way of placement to
not more than 10 designated investors, including Huaneng Group, which would subscribe for no more than 500 million new A shares,
and (ii) no more than 500 million new H Shares to China Hua Neng Hong Kong Company Limited (“Hua Neng HK”). On December
23, 2010, we completed the non-public issuance of 1,500 million new A shares (ordinary shares with a par value of RMB1 per share)
to 10 designated investors, including Huaneng Group, at the issuance price of RMB5.57 per share. The other nine investors are
CCB International Asset Management (Tianjin) Company Limited, China Life Insurance Asset Management Company Limited, New China
Life Assurance Company Limited, Harbin Power Equipment Company Limited, China Three Gorges Corporation, Liaoning Energy Investment
(Group) Limited Liability Company, Dongfang Electric Co., Ltd., Dacheng Fund Management Co., Ltd. and China National Offshore
Oil Corporation. The shares subscribed by Huaneng Group are subject to a lock-up period of 36 months, and the shares subscribed
by other designated investors are subject to a lock-up period of 12 months. On December 28, 2010, we completed the placement of
500 million H shares (ordinary shares with a par value of RMB1 per share) to Hua Neng HK at the subscription price of HK$4.73
per share.
On December 31, 2010, Huaneng Capital Services
Company Limited (“Huaneng Capital”), a wholly owned subsidiary of Huaneng Group, acquired 12,876,654 A shares of our
Company through the trading system at the Shanghai Stock Exchange, representing 0.09% of the total issued share capital of our
Company. Prior to the acquisition, Huaneng Group directly and indirectly controls 7,141,786,667 shares in our Company, representing
approximately 50.81% of the total issued share capital of our Company. After the acquisition, Huaneng Group directly and indirectly
controls 7,154,663,321 shares of our Company, representing approximately 50.90% of the total issued share capital of our Company.
Huaneng Group proposes to continue the acquisition of the A shares of our Company in the secondary market through Huaneng Capital
or other concerted party(ies) or in its own name within the 12-month period starting December 31, 2010. The aggregate of
such acquisition will not exceed 2% (inclusive of the shares acquired this time) of the issued share capital of our Company.
On December 23, 2011, Huaneng Group acquired
143,620,000 A Shares of our Company through China Huaneng Finance Corporation Limited, a controlling subsidiary of Huaneng Group,
via the block trading system at the Shanghai Stock Exchange. After the acquisition, Huaneng Group directly and indirectly controled
7,298,283,321 shares of our Company, representing approximately 51.93% of the total issue share capital of our Company.
Before we were established in
1994, HIPDC and seven other promoters entered into the Shareholders’ Agreement dated May 31, 1994 (the
“Shareholders’ Agreement”) which, among other things, grants to HIPDC the right to vote all the shares
owned by each of the other promoters so as to enable HIPDC to have majority voting rights in general meetings for so long as
we are in existence. In addition, directors designated by HIPDC will have majority representation on our board of directors
and each of the other promoters will have one representative designated by it appointed as a member of our board of
directors. The Shareholders’ Agreement also provides that for so long as we are in existence (i) HIPDC and the other
signatories to the Shareholders’ Agreement will maintain their combined shareholdings to ensure their collective
majority control of the Company, (ii) HIPDC has certain priority rights to purchase the shares held by the other signatories
to the Shareholders’ Agreement, (iii) if HIPDC does not exercise its priority rights to purchase such shares, each of
the signatories to the Shareholders’ Agreement other than HIPDC shall have a priority right to purchase such shares on
a pro rata basis, and (iv) no shares may be sold or transferred unless their transferees agree to abide by the terms of the
Shareholders’ Agreement. As a result of the Shareholders’ Agreement, HIPDC holds 70.09% of the total voting rights
of the outstanding shares and, subject to the Shareholders’ Agreement, has the power to control the election of all of
our directors and to direct our management and policies.
On May 12, 2006, HIPDC and other
promoters (including the shareholders who assumed the rights and obligations of original promoters as a result of share
transfer) entered into an amendment to the Shareholders’ Agreement, pursuant to which each promoter shall be entitled
to exercise its own voting rights at the shareholders’ general meeting. Consequently, HIPDC currently holds 36.05% of
our total voting rights. Since HIPDC’s parent company, Huaneng Group, currently holds, directly or through its wholly
owned subsidiaries, 15.87% of our total voting rights, HIPDC is able to exert control over us when acting in concert with
Huaneng Group.
Huaneng Group and HIPDC had previously
given a non-compete undertaking to us during our initial public offering of A shares in 2001, in order to support our business
development, to integrate relevant quality assets and to avoid business competition. In September 2010, we received from Huaneng
Group an undertaking on relevant matters for further avoidance of business competition. While Huaneng Group will continue to perform
its undertakings previously given, Huaneng Group further undertakes that: (i) it shall treat us as the only platform for ultimate
integration of the conventional energy business of Huaneng Group; (ii) with respect to the conventional energy business assets
of Huaneng Group located in Shandong Province, Huaneng Group undertakes that it will take approximately 5 years to improve the
profitability of such assets and when the terms become appropriate, it will invest those assets into us. We have a right of first
refusal to acquire from Huaneng Group the newly developed, acquired or invested projects which are engaged in the conventional
energy business of Huaneng Group located in Shandong Province; (iii) with respect to the other non-listed conventional energy
business assets of Huaneng Group located in other provincial administrative regions, Huaneng Group undertakes that it will take
approximately 5 years, and upon such assets meeting the conditions for listing, it will invest such assets into us in order to
support our sustainable and stable development; and (iv) Huaneng Group will continue to perform each of its undertakings to support
the development of its subordinated listed companies.
B.
Related party transactions
Guarantees
The table below sets forth information
on guarantees provided by Huaneng Group, HIPDC and the Company to the related parties in 2013 for the purposes of financing their
operation, construction and renovation.
Guarantor
|
|
Guarantee
|
|
Interest Rate
|
|
Largest Amount
Outstanding
in 2013
|
|
|
Amount Outstanding
As
of December 31, 2013
|
|
|
|
|
|
(%)
|
|
(RMB)
|
|
|
(RMB)
|
|
Huaneng Group
|
|
The Company
|
|
6.36
|
|
|
47,837,704.08
|
|
|
|
47,837,704.08
|
|
(Ultimate Parent of the Company)
|
|
The Company
|
|
LIBOR + 0.075
|
|
|
57,865,516.51
|
|
|
|
57,865,516.51
|
|
|
|
Yangliuqing Power Company
(1)
|
|
2.15
|
|
|
321,628,569.25
|
|
|
|
321,628,569.25
|
|
HIPDC
|
|
The Company
|
|
5.00
|
|
|
2,000,000,000.00
|
|
|
|
2,000,000,000.00
|
|
The Company
|
|
Tuas Power Company
(1)
|
|
SIBOR+1.65
|
|
|
11,885,565,887.54
|
|
|
|
11,885,565,887.54
|
|
|
|
Tuas Power Company
(1)
|
|
SIBOR+1.65
|
|
|
1,742,988,849.27
|
|
|
|
1,742,988,849.27
|
|
Gas Supply Pte.Ltd.
|
|
TPGS Green Energy Pte Ltd
(1)
|
|
4.25
|
|
|
16,745,750.00
|
|
|
|
16,745,750.00
|
|
Note:
(1) These entities are subsidiaries of the Company.
Loans
The table below sets forth the loans made
by Huaneng Group, subsidiaries of Huaneng Group, and the Company to the related parties in 2013 for the purposes of financing
their operation, construction and renovation.
Lender
|
|
Borrower
|
|
Interest Rate
|
|
|
Largest Amount Outstanding in 2013
|
|
|
Outstanding
Balance as of
December 31,
2013
|
|
|
|
|
|
%
|
|
|
(RMB)
|
|
|
(RMB)
|
|
Huaneng Group
|
|
The Company
|
|
|
5.535
|
|
|
|
640,484,600
|
|
|
|
640,484,600
|
|
(Ultimate Parent of the Company)
|
|
Yushe Power Company
|
|
|
4.600
|
|
|
|
375,000,000
|
|
|
|
-
|
|
|
|
Yushe Power Company
|
|
|
4.300
|
|
|
|
125,000,000
|
|
|
|
-
|
|
|
|
Qinbei Power Company
(1)
|
|
|
4.600
|
|
|
|
225,000,000
|
|
|
|
-
|
|
|
|
Qinbei Power Company
(1)
|
|
|
4.300
|
|
|
|
75,000,000
|
|
|
|
-
|
|
Huaneng Finance
|
|
The Company
|
|
|
5.535
|
|
|
|
267,000,000
|
|
|
|
267,000,000
|
|
(Subsidiary of Huaneng Group)
|
|
Yangliuqing
|
|
|
5.535
|
|
|
|
150,000,000
|
|
|
|
150,000,000
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.400
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
huaiyin II
|
|
|
5.400
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
huaiyin II
|
|
|
5.400
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Taicang I
|
|
|
5.400
|
|
|
|
160,000,000
|
|
|
|
160,000,000
|
|
|
|
Taicang I
|
|
|
5.400
|
|
|
|
160,000,000
|
|
|
|
-
|
|
|
|
Qinbei
|
|
|
5.400
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Qinbei
|
|
|
5.400
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Yushe
|
|
|
5.400
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Yushe
|
|
|
5.700
|
|
|
|
130,000,000
|
|
|
|
130,000,000
|
|
|
|
Yushe
|
|
|
5.400
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Yushe
|
|
|
5.400
|
|
|
|
130,000,000
|
|
|
|
-
|
|
|
|
Xindian
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Xindian
|
|
|
5.700
|
|
|
|
75,000,000
|
|
|
|
-
|
|
|
|
Luohuang
|
|
|
5.400
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Luohuang
|
|
|
5.400
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Pingliang
|
|
|
5.400
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Yangliuqing
|
|
|
5.400
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Yangliuqing
|
|
|
5.400
|
|
|
|
50,000,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xi’an Thermal
(Subsidiary of Huaneng Group)
|
|
Diandong Energy
|
|
|
5.520
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China Huaneng Group Clean Energy Technology Research Institute Co. Ltd.
|
|
The Company
|
|
|
5.400
|
|
|
|
120,000,000
|
|
|
|
-
|
|
(Subsidiary of Huaneng Group)
|
|
The Company
|
|
|
5.400
|
|
|
|
150,000,000
|
|
|
|
150,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shandong Power and its subsidiary
|
|
Zhanhua
|
|
|
6.000
|
|
|
|
50,000,000
|
|
|
|
-
|
|
The Company
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
400,000,000
|
|
|
|
-
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
600,000,000
|
|
|
|
-
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
300,000,000
|
|
|
|
-
|
|
|
|
Weihai Power Company
(1)
|
|
|
6.000
|
|
|
|
400,000,000
|
|
|
|
400,000,000
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
350,000,000
|
|
|
|
350,000,000
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.700
|
|
|
|
300,000,000
|
|
|
|
300,000,000
|
|
|
|
Weihai Power Company
(1)
|
|
|
6.000
|
|
|
|
280,000,000
|
|
|
|
280,000,000
|
|
|
|
Weihai Power Company
(1)
|
|
|
5.535
|
|
|
|
24,203,000
|
|
|
|
24,203,000
|
|
|
|
Huaiyin II Power Company
|
|
|
5.700
|
|
|
|
1,800,000,000
|
|
|
|
-
|
|
|
|
Huaiyin II Power Company
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Huaiyin II Power Company
|
|
|
5.700
|
|
|
|
1,800,000,000
|
|
|
|
1,560,000,000
|
|
|
|
Taicang II Power Company
(1)
|
|
|
5.040
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Taicang II Power Company
(1)
|
|
|
5.700
|
|
|
|
900,000,000
|
|
|
|
-
|
|
|
|
Taicang II Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Taicang II Power Company
(1)
|
|
|
5.700
|
|
|
|
150,000,000
|
|
|
|
-
|
|
|
|
Taicang II Power Company
(1)
|
|
|
5.700
|
|
|
|
600,000,000
|
|
|
|
600,000,000
|
|
|
|
Taicang II Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Taicang II Power Company
(1)
|
|
|
6.000
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Qinbei Power Company
(1)
|
|
|
6.000
|
|
|
|
3,100,000,000
|
|
|
|
3,100,000,000
|
|
|
|
Qinbei Power Company
(1)
|
|
|
5.700
|
|
|
|
3,400,000,000
|
|
|
|
-
|
|
|
|
Qinbei Power Company
(1)
|
|
|
5.700
|
|
|
|
500,000,000
|
|
|
|
-
|
|
|
|
Qinbei Power Company
(1)
|
|
|
5.535
|
|
|
|
4,200,000
|
|
|
|
4,200,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
6.600
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
130,000,000
|
|
|
|
-
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
235,000,000
|
|
|
|
-
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
280,000,000
|
|
|
|
-
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
140,000,000
|
|
|
|
140,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
70,000,000
|
|
|
|
70,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
70,000,000
|
|
|
|
70,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
5.700
|
|
|
|
265,000,000
|
|
|
|
265,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
6.000
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
6.000
|
|
|
|
300,000,000
|
|
|
|
300,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
6.000
|
|
|
|
40,000,000
|
|
|
|
40,000,000
|
|
|
|
Yushe Power Company
(1)
|
|
|
6.000
|
|
|
|
160,000,000
|
|
|
|
160,000,000
|
|
|
|
Xindian Power Company
(1)
|
|
|
6.000
|
|
|
|
220,000,000
|
|
|
|
170,000,000
|
|
|
|
Xindian Power Company
(1)
|
|
|
6.000
|
|
|
|
400,000,000
|
|
|
|
400,000,000
|
|
|
|
Xindian Power Company
(1)
|
|
|
5.700
|
|
|
|
85,000,000
|
|
|
|
85,000,000
|
|
|
|
Xindian Power Company
(1)
|
|
|
5.700
|
|
|
|
1,200,000,000
|
|
|
|
1,200,000,000
|
|
|
|
Xindian Power Company
(1)
|
|
|
5.700
|
|
|
|
50,000,000
|
|
|
|
50,000,000
|
|
|
|
Xindian Power Company
(1)
|
|
|
5.700
|
|
|
|
50,000,000
|
|
|
|
50,000,000
|
|
|
|
Xindian Power Company
(1)
|
|
|
5.700
|
|
|
|
1,100,000,000
|
|
|
|
-
|
|
|
|
Xindian Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Xindian Power Company
(1)
|
|
|
6.000
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Yueyang Power Company
(1)
|
|
|
6.000
|
|
|
|
900,000,000
|
|
|
|
900,000,000
|
|
|
|
Yueyang Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Yueyang Power Company
(1)
|
|
|
5.700
|
|
|
|
1,150,000,000
|
|
|
|
-
|
|
|
|
Yueyang Power Company
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Yueyang Power Company
(1)
|
|
|
5.535
|
|
|
|
14,780,000
|
|
|
|
14,780,000
|
|
|
|
Luohuang Power Company
(1)
|
|
|
5.700
|
|
|
|
60,000,000
|
|
|
|
-
|
|
|
|
Luohuang Power Company
(1)
|
|
|
5.700
|
|
|
|
360,000,000
|
|
|
|
-
|
|
|
|
Luohuang Power Company
(1)
|
|
|
5.700
|
|
|
|
400,000,000
|
|
|
|
-
|
|
|
|
Luohuang Power Company
(1)
|
|
|
5.700
|
|
|
|
400,000,000
|
|
|
|
330,000,000
|
|
|
|
Luohuang Power Company
(1)
|
|
|
5.535
|
|
|
|
34,500,000
|
|
|
|
34,500,000
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
300,000,000
|
|
|
|
-
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
970,000,000
|
|
|
|
970,000,000
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
1,250,000,000
|
|
|
|
1,250,000,000
|
|
|
|
Pingliang Power Company
(1)
|
|
|
6.000
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
820,000,000
|
|
|
|
-
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
150,000,000
|
|
|
|
-
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
550,000,000
|
|
|
|
-
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
150,000,000
|
|
|
|
-
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
180,000,000
|
|
|
|
-
|
|
|
|
Pingliang Power Company
(1)
|
|
|
5.700
|
|
|
|
120,000,000
|
|
|
|
-
|
|
|
|
Shidongkou Power Company
(1)
|
|
|
5.535
|
|
|
|
5,160,000
|
|
|
|
5,160,000
|
|
|
|
Daditaihong
(1)
|
|
|
6.000
|
|
|
|
88,000,000
|
|
|
|
88,000,000
|
|
|
|
Daditaihong
(1)
|
|
|
6.000
|
|
|
|
140,000,000
|
|
|
|
140,000,000
|
|
|
|
Daditaihong
(1)
|
|
|
5.700
|
|
|
|
95,000,000
|
|
|
|
-
|
|
|
|
Daditaihong
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Daditaihong
(1)
|
|
|
5.700
|
|
|
|
60,000,000
|
|
|
|
-
|
|
|
|
Daditaihong
(1)
|
|
|
5.700
|
|
|
|
88,000,000
|
|
|
|
-
|
|
|
|
Daditaihong
(1)
|
|
|
5.700
|
|
|
|
140,000,000
|
|
|
|
-
|
|
|
|
Daditaihong
(1)
|
|
|
5.700
|
|
|
|
47,000,000
|
|
|
|
47,000,000
|
|
|
|
Daditaihong
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Daditaihong
(1)
|
|
|
5.700
|
|
|
|
20,000,000
|
|
|
|
20,000,000
|
|
|
|
Qidong Wind Power
(1)
|
|
|
6.000
|
|
|
|
360,000,000
|
|
|
|
360,000,000
|
|
|
|
Qidong Wind Power
(1)
|
|
|
5.700
|
|
|
|
372,500,000
|
|
|
|
-
|
|
|
|
Yangliuqing Power Company
(1)
|
|
|
5.580
|
|
|
|
200,000,000
|
|
|
|
170,000,000
|
|
|
|
Yangliuqing Power Company
(1)
|
|
|
5.700
|
|
|
|
460,000,000
|
|
|
|
-
|
|
|
|
Yangliuqing Power Company
(1)
|
|
|
5.535
|
|
|
|
4,390,000
|
|
|
|
4,390,000
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
160,000,000
|
|
|
|
-
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
25,000,000
|
|
|
|
-
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
15,000,000
|
|
|
|
-
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
50,000,000
|
|
|
|
50,000,000
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
10,000,000
|
|
|
|
10,000,000
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
10,000,000
|
|
|
|
10,000,000
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
5.700
|
|
|
|
30,000,000
|
|
|
|
30,000,000
|
|
|
|
Xiangqi Hydropower Company
(1)
|
|
|
6.000
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Yingkou Co-generation
(1)
|
|
|
5.200
|
|
|
|
700,000,000
|
|
|
|
700,000,000
|
|
|
|
Yingkou Co-generation
(1)
|
|
|
3.720
|
|
|
|
700,000,000
|
|
|
|
700,000,000
|
|
|
|
Zuoquan Power Company
(1)
|
|
|
5.700
|
|
|
|
600,000,000
|
|
|
|
-
|
|
|
|
Zuoquan Power Company
(1)
|
|
|
5.700
|
|
|
|
1,270,000,000
|
|
|
|
-
|
|
|
|
Zuoquan Power Company
(1)
|
|
|
5.700
|
|
|
|
300,000,000
|
|
|
|
-
|
|
|
|
Zuoquan Power Company
(1)
|
|
|
6.000
|
|
|
|
600,000,000
|
|
|
|
500,000,000
|
|
|
|
Zuoquan Power Company
(1)
|
|
|
6.000
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Zuoquan Power Company
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Zuoquan Power Company
(1)
|
|
|
6.000
|
|
|
|
400,000,000
|
|
|
|
400,000,000
|
|
|
|
Zuoquan Power Company
(1)
|
|
|
5.700
|
|
|
|
1,270,000,000
|
|
|
|
1,270,000,000
|
|
|
|
Kangbao Wind Power
(1)
|
|
|
5.700
|
|
|
|
18,900,000
|
|
|
|
-
|
|
|
|
Kangbao Wind Power
(1)
|
|
|
5.700
|
|
|
|
17,000,000
|
|
|
|
-
|
|
|
|
Kangbao Wind Power
(1)
|
|
|
6.000
|
|
|
|
15,000,000
|
|
|
|
15,000,000
|
|
|
|
Wafangdian Wind Power
(1)
|
|
|
6.000
|
|
|
|
172,500,000
|
|
|
|
172,500,000
|
|
|
|
Wafangdian Wind Power
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Wafangdian Wind Power
(1)
|
|
|
5.700
|
|
|
|
72,500,000
|
|
|
|
-
|
|
|
|
Changtu Wind Power
(1)
|
|
|
6.000
|
|
|
|
24,000,000
|
|
|
|
24,000,000
|
|
|
|
Haimen Port
(1)
|
|
|
5.700
|
|
|
|
120,000,000
|
|
|
|
-
|
|
|
|
Haimen Port
(1)
|
|
|
5.700
|
|
|
|
160,000,000
|
|
|
|
160,000,000
|
|
|
|
Haimen Port
(1)
|
|
|
6.000
|
|
|
|
120,000,000
|
|
|
|
120,000,000
|
|
|
|
Haimen Port
(1)
|
|
|
6.000
|
|
|
|
240,000,000
|
|
|
|
240,000,000
|
|
|
|
Rudong Wind Power
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Rudong Wind Power
(1)
|
|
|
5.700
|
|
|
|
50,000,000
|
|
|
|
50,000,000
|
|
|
|
Zhanhua Co-generation
(1)
|
|
|
6.000
|
|
|
|
750,000,000
|
|
|
|
-
|
|
|
|
Zhanhua Co-generation
(1)
|
|
|
6.000
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Zhanhua Co-generation
(1)
|
|
|
6.000
|
|
|
|
300,000,000
|
|
|
|
-
|
|
|
|
Zhanhua Co-generation
(1)
|
|
|
6.000
|
|
|
|
750,000,000
|
|
|
|
750,000,000
|
|
|
|
Zhanhua Co-generation
(1)
|
|
|
6.000
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Zhanhua Co-generation
(1)
|
|
|
5.700
|
|
|
|
300,000,000
|
|
|
|
300,000,000
|
|
|
|
Hualu Sea Transportation
(1)
|
|
|
5.700
|
|
|
|
35,000,000
|
|
|
|
-
|
|
|
|
Hualu Sea Transportation
(1)
|
|
|
5.700
|
|
|
|
20,000,000
|
|
|
|
-
|
|
|
|
Hualu Sea Transportation
(1)
|
|
|
5.700
|
|
|
|
35,000,000
|
|
|
|
35,000,000
|
|
|
|
Hualu Sea Transportation
(1)
|
|
|
5.700
|
|
|
|
130,000,000
|
|
|
|
130,000,000
|
|
|
|
Fujian Port
(1)
|
|
|
5.700
|
|
|
|
780,000,000
|
|
|
|
780,000,000
|
|
|
|
Fujian Port
(1)
|
|
|
5.700
|
|
|
|
246,800,000
|
|
|
|
246,800,000
|
|
|
|
Fujian Port
(1)
|
|
|
5.700
|
|
|
|
303,000,000
|
|
|
|
303,000,000
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
400,000,000
|
|
|
|
-
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
800,000,000
|
|
|
|
-
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
300,000,000
|
|
|
|
-
|
|
|
|
Diandong Energy
(1)
|
|
|
6.000
|
|
|
|
175,000,000
|
|
|
|
175,000,000
|
|
|
|
Diandong Energy
(1)
|
|
|
6.000
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Diandong Energy
(1)
|
|
|
6.000
|
|
|
|
1,000,000,000
|
|
|
|
1,000,000,000
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
60,000,000
|
|
|
|
60,000,000
|
|
|
|
Diandong Energy
(1)
|
|
|
5.700
|
|
|
|
60,000,000
|
|
|
|
60,000,000
|
|
|
|
Diandong Energy
(1)
|
|
|
5.351
|
|
|
|
1,000,000,000
|
|
|
|
1,000,000,000
|
|
|
|
Diandong Yuwang
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Diandong Yuwang
(1)
|
|
|
5.700
|
|
|
|
300,000,000
|
|
|
|
-
|
|
|
|
Diandong Yuwang
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
-
|
|
|
|
Diandong Yuwang
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Diandong Yuwang
(1)
|
|
|
5.700
|
|
|
|
200,000,000
|
|
|
|
200,000,000
|
|
|
|
Diandong Yuwang
(1)
|
|
|
5.700
|
|
|
|
90,000,000
|
|
|
|
90,000,000
|
|
|
|
Diandong Yuwang
(1)
|
|
|
6.000
|
|
|
|
500,000,000
|
|
|
|
500,000,000
|
|
|
|
Diandong Yuwang
(1)
|
|
|
5.700
|
|
|
|
90,000,000
|
|
|
|
-
|
|
|
|
Diandong Yuwang
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Suzihe Hydropower
(1)
|
|
|
6.000
|
|
|
|
680,700,000
|
|
|
|
350,400,000
|
|
|
|
Enshi Hydropower
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Enshi Hydropower
(1)
|
|
|
5.700
|
|
|
|
234,000,000
|
|
|
|
-
|
|
|
|
Enshi Hydropower
(1)
|
|
|
6.000
|
|
|
|
234,000,000
|
|
|
|
234,000,000
|
|
|
|
Enshi Hydropower
(1)
|
|
|
5.700
|
|
|
|
30,000,000
|
|
|
|
30,000,000
|
|
|
|
Enshi Hydropower
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
100,000,000
|
|
|
|
Tongxiang CCGT
(1)
|
|
|
5.700
|
|
|
|
250,000,000
|
|
|
|
250,000,000
|
|
|
|
Tongxiang CCGT
(1)
|
|
|
6.000
|
|
|
|
400,000,000
|
|
|
|
400,000,000
|
|
|
|
Tongxiang CCGT
(1)
|
|
|
5.700
|
|
|
|
100,000,000
|
|
|
|
-
|
|
|
|
Qingdao Co-generation
(1)
|
|
|
5.700
|
|
|
|
20,000,000
|
|
|
|
20,000,000
|
|
|
|
Liangjiang CCGT
(1)
|
|
|
5.700
|
|
|
|
150,000,000
|
|
|
|
150,000,000
|
|
|
|
Liangjiang CCGT
(1)
|
|
|
5.700
|
|
|
|
310,000,000
|
|
|
|
310,000,000
|
|
|
|
Liangjiang CCGT
(1)
|
|
|
5.700
|
|
|
|
70,000,000
|
|
|
|
70,000,000
|
|
|
|
Jiangxi Clean Energy
(1)
|
|
|
6.000
|
|
|
|
20,000,000
|
|
|
|
20,000,000
|
|
|
|
Suzhou CCGT
(1)
|
|
|
6.000
|
|
|
|
180,000,000
|
|
|
|
180,000,000
|
|
|
|
Subaoding Wind Power
(1)
|
|
|
5.700
|
|
|
|
20,000,000
|
|
|
|
20,000,000
|
|
|
|
Subaoding Wind Power
(1)
|
|
|
5.700
|
|
|
|
52,000,000
|
|
|
|
52,000,000
|
|
|
|
Dongshan CCGT
(1)
|
|
|
6.000
|
|
|
|
120,000,000
|
|
|
|
120,000,000
|
|
Note:
(1) These entities are subsidiaries of the Company.
Lease Agreement
Pursuant to a leasing agreement and a supplemental
agreement entered into by Huaneng Property Co., Ltd. (formerly known as Beijing Huaneng Mansion Construction and Management Co., Ltd.)
and us on April 1, 2010 and July 1, 2011, respectively, Huaneng Construction agreed to lease the designated offices of Huaneng
Mansion with a total area of 30,671.70 square meters to us until March 31, 2014, and the annual rent was RMB89.57 million. The leasing
agreement was effective from April 1, 2010. We are currently in the process of renewing the leasing agreement.
Transactions with Huaneng Group
On January 11, 2013, we entered into
the Framework Agreement with Huaneng Group, our ultimate controlling shareholder, for a term commencing on January 1, 2013
and expiring on December 31, 2013. Pursuant to the Huaneng Group Framework Agreement, we will conduct the following
transactions with Huaneng Group and its subsidiaries and associates: (i) the purchase of ancillary equipment and parts; (ii)
the purchase of coal and transportation services; (iii) the sale of products; (iv) leasing of facilities, land and office
spaces; (v) technical services, engineering contracting services and other services; (vi) the provision of entrusted sale
services and (vii) trust loans and the entrusted loan. On December 27, 2013, we renewed the Huaneng Group Framework Agreement
with Huaneng Group, for a term commencing on January 1, 2014 and expiring on December 31, 2014.
Acquisition of Shanghai Time Shipping Co., Ltd.
In 2010, we acquired from Huaneng
Energy & Communications Holdings Co., Ltd. (“HEC”) its 50% equity interest in Shanghai Time Shipping Co.,
Ltd. (“Time Shipping”) for a consideration of RMB1.058 billion. As part of the transaction, we agreed to assume
the loan guarantees in an aggregate amount not exceeding US$43 million previously provided by HEC to Time Shipping. On March
21, 2012, we entered into a performance guarantee with relevant banks. The term of the guarantee shall be two years
commencing from the due date for payment of the relevant loans.
Transactions with Huaneng Finance
On January 5, 2012, we entered into the
Huaneng Finance Framework Agreement with Huaneng Finance, a subsidiary of Huaneng Group, for a term commencing on January 1, 2012
and expiring on December 31, 2014. Pursuant to the Huaneng Finance Framework Agreement, we will enter into the following transactions
with Huaneng Finance: (i) placing cash deposits by us with Huaneng Finance; (ii) provision of discounting services by Huaneng
Finance to us; and (iii) provision of loan advancement by Huaneng Finance to us. Such transactions will be conducted on an on-going
basis and will constitute continuing connected transactions under the Hong Kong Listing Rules. During the period from 2012 to
2014, the maximum outstanding balance of the deposits to be placed with Huaneng Finance under the Huaneng Finance Framework Agreement,
on a daily basis, will not exceed RMB6 billion. As of December 31, 2013, we placed with Huaneng Finance current deposits of approximately
RMB2,363.74 million, which bore interest rates ranging from 0.35% to 1.35% per annum.
Transactions with Jiangsu Guoxin
On January 11, 2013, we entered into a
framework agreement with Jiangsu Province Guoxin Asset Management Group Company Limited (“Jiangsu Guoxin”) for a term
commencing on January 1, 2013 and expiring on December 31, 2013, pursuant to which our Company and its subsidiaries will provide
entrusted sale services to Jiangsu Guoxin. On December 27, 2013, we renewed the agreement with Jiangsu Guoxin for a term commencing
on January 1, 2014 and expiring on December 31, 2014.
Transactions regarding Fuel Company
On January 11, 2013, we entered into an
equity transfer agreement with Huaneng Group, pursuant to which we agreed to acquire a 50% interest in the Fuel Company from Huaneng
Group for a consideration of approximately RMB108,316,350. On the same day, we entered into a capital increase agreement with
Huaneng Group and Fuel Company, pursuant to which we agreed to make a capital injection of RMB1.4 billion into the Fuel Company
after the completion of the acquisition.
Transactions with Huaneng Group, China Nuclear and Hainan
Nuclear
On March 19, 2013, we entered into a capital
increase agreement with Huaneng Group, China Nuclear Power International, Inc. (“China Nuclear”) and Hainan Nuclear
Power Co., Ltd. (“Hainan Nuclear”), pursuant to which the existing shareholders of Hainan Nuclear (including our Company
and Huaneng Group) would make a capital contribution to the registered capital of Hainan Nuclear in accordance with their respective
proportion of shareholding in Hainan Nuclear. Following completion of the capital increase, our Company held 30% of the equity
interests of Hainan Nuclear. After the completion of the capital increase, Huaneng Group proposes to transfer at no consideration
its 19% interest in Hainan Nuclear to its wholly owned subsidiary Huaneng Nuclear Power Development Co., Ltd. (“Huaneng
Nuclear”). Our Company will not exercises its pre-emptive right to acquire the 19% interest in Hainan Nuclear.
Entrusted Management Arrangements with Huaneng Group
and HIPDC
We have entered into certain entrusted
management arrangements with Huaneng Group and HIPDC in relation to the management of thermal power plants. Services under such
entrusted management arrangements include comprehensive planned management, annual planned management, power operation and sale
management, production management of power plants, fuel management, construction management, financial management, human resources
and labor wages management, comprehensive affairs management, shareholding management and reporting/co-ordination management.
By entering into these entrusted management arrangements, we will further accumulate management experience as a result of the
expansion of our operation scale and set a precedent for large-scale and multi-entities entrusted management in the PRC. These
entrusted management arrangements will also enable us to obtain direct knowledge of the development status of more power markets,
thereby exploring new development opportunities.
Transfer Agreement with Huaneng Group
On June 28, 2013, Haimen Power
Plant of Huaneng Power International, Inc. (a subsidiary of the Company) (“Haimen Power Plant”) and Huaneng Group
entered into the transfer agreement pursuant to which Haimen Power Plant shall pay RMВ411,260,000 to Huaneng Group as a
one-off compensation, based on the unit price at RMВ600 per kilowatt for using its 685 MW quota rewarded from aiding
the construction of Lhasa Project in Tibet towards the construction of its generation units 3 and 4 in “replacing small
units with larger ones” project.
Coal purchases and service fee occurred for transportation
In 2013, we paid RMB771.81 million, RMB1,623.36
million, RMB134.98 million, RMB1,190.24 million and RMB2,654.08 million, respectively, to Huaneng Energy & Communications
Holdings Co., Ltd. (“HEC”) and its subsidiaries, Rizhao Power Company, North United Power Coal Transportation and
Marketing Co., Ltd. (“North United Power”), Gansu Huating Coal Power Co., Ltd.(“Huating Coal and Power”)
and Shanghai Time Shipping for coal purchase and service fees incurred for transportation. For a detailed discussion of related
party transactions, see Note 35 to the Financial Statements.
|
C.
|
Interests
of experts and counsel
|
Not applicable.
|
ITEM 8
|
Financial
Information
|
|
A.
|
Consolidated
statements and other financial information
|
See pages F-1 to F-
114
.
Legal proceedings
Other than that disclosed under “Item
5. Operating and Financial Review and Prospects – G. Guarantees and pledges on loans and restricted asset
s
”,
we are not a defendant in any material litigation or arbitration and no litigation or claim of material importance is known to
us or any member of the Board of Directors of us to be pending or threatened against us.
Dividend distribution policy
Our articles of association clearly
define our cash dividend policy, i.e. when our earnings and accumulative undistributable profits for the current year are
positive, and on the condition that our cash flow can satisfy our normal operation and sustainable development, we shall
adopt a cash dividend appropriation policy on the principle that the cash dividend payout will not be less than 50% of the
distributable profit realized in the then-current year’s consolidated financial statement.
Our Board of Directors will determine the
payment of dividends, if any, with respect to our shares on a per share basis. Any final dividend for a financial year shall be
subject to shareholders’ approval. The Board may declare interim and special dividends at any time under general authorization
by a shareholders’ ordinary resolution. A decision to declare or to pay any dividends in the future, and the amount of any
dividends, will depend on our results of operations, cash flows, financial condition, future prospects and other factors which
our Directors may determine as important.
For holders of our H shares, cash dividend
payments, if any, shall be declared by our Board of Directors in Renminbi and paid in HK Dollars. The depositary will convert
the HK Dollar dividend payments and distribute them to holders of ADSs in U.S. dollars, less expenses of conversion.
Dividends may be paid only out of our distributable
profits (less allocation to the statutory funds of 10% of our net income determined in accordance with PRC GAAP) and may be subject
to any applicable PRC withholding tax. Our Articles of Association limit our distributable profits to the lower of the amounts
determined in accordance with PRC GAAP, and IFRS. Subject to the above, we expect to carry a positive, balanced and stable dividend
distribution policy.
Our board has proposed a cash dividend
of RMB0.38 per ordinary share (tax inclusive) for the year ended December 31, 2013, which is equivalent to RMB15.2 per ADS. The
total dividend to be paid amounts to approximately RMB5,341 million.
Except as disclosed elsewhere in this annual
report, we have not experienced any significant changes since the date of our audited consolidated financial statements included
in this annual report.
|
ITEM 9
|
The
Offer and Listing
|
|
A.
|
Offer
and listing details and markets
|
The Company’s ADSs have been listed
on the New York Stock Exchange since October 6, 1994. The table below sets forth, for the periods indicated, the high and low
closing prices of the ADSs on the New York Stock Exchange.
|
|
|
Closing Price per ADS
|
|
|
|
|
High
|
|
|
Low
|
|
|
|
|
(US$)
|
|
|
(US$)
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
34.43
|
|
|
|
21.60
|
|
2010
|
|
|
|
25.68
|
|
|
|
20.77
|
|
2011
|
|
|
|
23.87
|
|
|
|
15.67
|
|
2012
|
|
|
|
37.15
|
|
|
|
21.02
|
|
2013
|
|
|
|
49.37
|
|
|
|
33.83
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
First Quarter
|
|
|
26.28
|
|
|
|
21.02
|
|
|
Second Quarter
|
|
|
29.80
|
|
|
|
22.00
|
|
|
Third Quarter
|
|
|
29.99
|
|
|
|
26.51
|
|
|
Fourth Quarter
|
|
|
37.15
|
|
|
|
28.72
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
First Quarter
|
|
|
43.95
|
|
|
|
35.35
|
|
|
Second Quarter
|
|
|
49.37
|
|
|
|
33.83
|
|
|
Third Quarter
|
|
|
43.43
|
|
|
|
37.22
|
|
|
Fourth Quarter
|
|
|
44.01
|
|
|
|
35.58
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
October
|
|
|
44.01
|
|
|
|
40.44
|
|
|
November
|
|
|
42.44
|
|
|
|
37.33
|
|
|
December
|
|
|
38.29
|
|
|
|
35.58
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
January
|
|
|
39.06
|
|
|
|
35.74
|
|
|
February
|
|
|
36.8
|
|
|
|
34.88
|
|
|
March
|
|
|
38.78
|
|
|
|
31.51
|
|
Source: Reuters
Each ADS represents 40 H shares. As of
March 31, 2014, there were 122 registered holders of American Depositary Receipts evidencing ADS.
On January 21, 1998, we listed our H
shares on the Hong Kong Stock Exchange. On February 26, 1998, we placed 250 million H Shares at the price of HK$4.40 per
H share or US$22.73 per ADS. In May 2004, we affected a two-for-one stock split by way of a stock dividend for all our
outstanding shares including H shares. The table below sets forth, for the periods indicated, the high and low closing prices
of H shares on the Hong Kong Stock Exchange.
|
|
|
Closing Price per H shares
|
|
|
|
|
High
|
|
|
Low
|
|
|
|
|
(HK$)
|
|
|
(HK$)
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
6.71
|
|
|
|
4.19
|
|
2010
|
|
|
|
5.04
|
|
|
|
4.10
|
|
2011
|
|
|
|
4.65
|
|
|
|
3.02
|
|
2012
|
|
|
|
7.19
|
|
|
|
4.13
|
|
2013
|
|
|
|
9.64
|
|
|
|
6.21
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
First Quarter
|
|
|
5.11
|
|
|
|
4.13
|
|
|
Second Quarter
|
|
|
5.82
|
|
|
|
4.27
|
|
|
Third Quarter
|
|
|
5.90
|
|
|
|
5.08
|
|
|
Fourth Quarter
|
|
|
7.19
|
|
|
|
5.56
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
First Quarter
|
|
|
8.54
|
|
|
|
6.83
|
|
|
Second Quarter
|
|
|
9.64
|
|
|
|
6.78
|
|
|
Third Quarter
|
|
|
8.5
|
|
|
|
7.13
|
|
|
Fourth Quarter
|
|
|
8.74
|
|
|
|
6.87
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
October
|
|
|
8.74
|
|
|
|
7.74
|
|
|
November
|
|
|
8.3
|
|
|
|
7.26
|
|
|
December
|
|
|
7.5
|
|
|
|
6.87
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
January
|
|
|
7.61
|
|
|
|
7.01
|
|
|
February
|
|
|
7.24
|
|
|
|
6.71
|
|
|
March
|
|
|
7.48
|
|
|
|
6.21
|
|
As of March 31, 2014, there were 450 registered holders of
H Shares.
|
ITEM 10
|
Additional
Information
|
Not applicable.
|
B.
|
Memorandum and articles of association
|
The following is a brief summary of certain
provisions of our Articles of Association, as amended,
the Company Law and certain other applicable laws and regulations
of the PRC. Such summary does not purport to be complete. For further information, you and your advisors should refer to the text
of our Articles of Association, as amended, and to the texts of the applicable laws and regulations.
Objects and Purposes
We are a joint stock limited company established
in accordance with the Standard Opinion for Joint Stock Limited Companies (the “Standard Opinion”) and certain other
relevant laws and regulations of the PRC. We are registered with the PRC State Administration for Industry and Commerce with business
license number Qi Gu Guo Zi No. 000496. Article 10 of our Articles of Association provides that our scope of businesses includes,
among other things, investment, construction, operation and management of power plants; development, investment and operation
of other export-oriented enterprises related to power plants; and production and supply of thermal heat.
Directors
Our directors shall be elected at our shareholders’
general meeting. Because the shares do not have cumulative voting rights, a holder of a majority of the shares is able to elect
all of the directors. Our directors shall be elected for a term of three years and may serve consecutive terms upon re-election,
except that independent directors may only serve a maximum of two consecutive terms of six years. Our directors are not required
to hold any shares in us, and there is no age limit requirement for the retirement or non-retirement of our directors.
Where a director is materially interested,
directly or indirectly, in a contract, transaction or arrangement (including any proposed contract, transaction or arrangement)
with us, he or she shall declare the nature and extent of his or her interests to the board of directors at the earliest opportunity,
whether or not such contract, transaction or arrangement is otherwise subject to the approval of the board. A director shall not
vote, and shall not be counted in the quorum of the meeting, on any resolution concerning any contract, transaction or arrangement
where the director owns material rights or interests therein. A director is deemed to be interested in a contract, transaction
or arrangement in which his associate (as defined by Article 133 of the Articles of Association) is interested.
Unless the interested director discloses
his interests to the board and the contract, transaction or arrangement in which the director is materially interested is approved
by the board at a meeting in which the director neither votes nor is counted in the quorum, such contract, transaction or arrangement
may be revoked by us except with respect to a bona fide party thereto who does not have notice of the director’s interests.
We are prohibited from making loans or
providing guarantees to our directors and their associates except where such loan or guarantee is made or provided under a service
contract as approved by our shareholders at the shareholders’ general meeting and to meet expenditure requirement incurred
or to be incurred by the director for the purposes of the Company or for the purpose of enabling the director to perform his or
her duties properly.
Matters relating to the remuneration of
our directors shall be determined by the shareholders’ general meeting.
Dividends
Distribution of dividends may be proposed
by our board of directors for approval by an ordinary resolution of our shareholders at the shareholders’ general meeting.
The Articles of Association allows for cash dividends, stock dividends and combination of cash and stock dividends.
Dividends may only be distributed after
allowance has been made for:
|
·
|
recovery of
losses, if any;
|
|
·
|
allocations
to the statutory surplus reserve fund; and
|
|
·
|
allocations
to a discretionary surplus reserve fund.
|
The allocation to the statutory surplus
reserve fund is 10% of our net income determined in accordance with the PRC accounting rules. Where the accumulated statutory
surplus reserve fund has reached 50% or more of our registered capital, no allocation is needed.
The Articles of Association require that
cash dividends and other distribution with respect of H Shares be declared in Renminbi and paid by the Company in U.S. dollars
or Hong Kong dollar in terms of the H Shares listed on the Hong Kong Stock Exchange. The Articles of Association further stipulate
that for dividends and other distributions paid in currencies other than Renminbi, we shall use an exchange rate equal to the
median closing exchange rate of Renminbi for such currencies announced by the PBOC for two working days in the week preceding
the date on which such dividends or other distributions are declared.
We will appoint receiving agents to receive,
on behalf of the holders of H Shares, any dividend distributions and all other money owing by us in respect of such shares (Receiving
Agents). The Receiving Agents will comply with the laws and regulations of the applicable stock exchanges on which our shares
are listed. Any Receiving Agent appointed on behalf of the holders of H Shares listed on the Hong Kong Stock Exchange will be
a company registered as a trust corporation under the Trustee Ordinance of Hong Kong.
Dividends payments may be subject to PRC
withholding tax.
Voting Rights and Shareholders’ Meetings
Our board of directors shall convene a
shareholders’ annual general meeting once every year and within six months from the end of the preceding financial year.
Our board shall convene an extraordinary general meeting within two months after the occurrence of any one of the following events:
|
·
|
where the number
of directors is less than the number required by the PRC Company Law or two-thirds of
the number specified in our Articles of Association;
|
|
·
|
where our unrecovered
losses reach one-third of the total amount of our share capital;
|
|
·
|
where shareholder(s)
holding 10% or more of our issued shares so request(s);
|
|
·
|
whenever our
board deems necessary or our supervisory committee so requests; or
|
|
·
|
other circumstances
as provided in the Articles of Association.
|
Resolutions proposed by shareholder(s)
holding 3% or more of the total number of voting shares shall be included in the agenda for the relevant annual general meeting
if (i) they are submitted to the board of directors no later than 10 days before the annual general meeting is to be held and
(ii) they are matters which fall within the scope of the functions and powers of shareholders’ general meeting and have
clear subject and concrete terms to be voted upon. The board of directors shall publish a supplementary notice of annual general
meeting specifying the resolutions proposed to other shareholders. Upon publication of the supplementary notice, no alteration
to the proposed resolutions or addition of other proposed resolutions will be accepted.
All shareholders’ meetings must
be convened by our board by written notice given to shareholders not less than 45 days before the meeting. Based on the
written replies received by us 20 days before a shareholders’ meeting, we shall calculate the number of voting shares
represented by shareholders who have indicated that they intend to attend the meeting. When the number of voting shares
represented by those shareholders amount to more than one-half of our total voting shares, we shall convene the
shareholders’ general meeting. Otherwise, we shall, within five days before holding the shareholders’ general
meeting, inform the shareholders again of the motions to be considered and the date and venue of the meeting by way of a
public announcement. After the announcement is made, the shareholders’ meeting may be convened. The accidental omission
by us to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the
proceedings at that shareholders’ meeting.
Shareholders at meetings have the power,
among other things, to examine and approve our profit distribution plans and plans to recover losses, the annual budget, an increase
or reduction of registered share capital, the reports of our board of directors and supervisory committee, the issuance of debentures,
and the plans for merger, division, dissolution or liquidation; to elect or remove our directors and supervisors who are not elected
as employees’ representatives; and to review and amend our Articles of Association. In addition, the rights of a class of
shareholders may not be modified or abrogated, unless approved by a special resolution of shareholders at a general shareholders’
meeting and by a special resolution of shareholders of that class of shares at a separate meeting. Our Articles of Association
enumerate, without limitation, certain amendments which would be deemed to be a modification or abrogation of the rights of a
class of shareholders, including increasing or decreasing the number of shares of such class or the number of shares of a class
with voting or distribution rights or privileges equal or superior to the shares of such class, removing or reducing rights to
receive dividends in a particular currency, and creating shares with voting or distribution rights or privileges equal or superior
to the shares of such class.
Each share is entitled to one vote on all
such matters submitted to a vote of our shareholders at the shareholders’ general meetings, except for meetings of a special
class of shareholders where only holders of shares of the affected class are entitled to vote on the basis of one vote per share
of the affected class.
Shareholders are entitled to attend and
vote at meetings either in person or by proxy. Proxies must be in writing and deposited at our legal address, or such other place
as is specified in the meeting notice, not less than 24 hours before the start of the meeting at which the proxy proposes
to vote or the time appointed for the passing of the relevant resolution(s). When the instrument appointing a proxy is executed
by the shareholder’s attorney-in-fact, such proxy when deposited must be accompanied by a notary-certified copy of the relevant
power of attorney or other authority under which the proxy was executed.
Except for those actions discussed below
which require supermajority votes (“special resolutions”), resolutions of the shareholders are passed
by a simple majority of the voting shares held by shareholders who are present in person or by proxy. Special resolutions must
be passed by more than two-thirds of the voting shares held by shareholders who are present in person or by proxy.
The following decisions must be adopted
by special resolution:
|
·
|
an increase
or reduction of our registered share capital or the issuance of shares, including stock
distributions, of any class, warrants and other similar securities;
|
|
·
|
issuance of
debentures;
|
|
·
|
our division,
merger, dissolution, liquidation and change of the legal form;
|
|
·
|
amendments to
our Articles of Association;
|
|
·
|
acquisition
or disposal of material assets or providing a guarantee in the amount exceeding 30% of
our most recent audited total assets within one year;
|
|
·
|
adjustments
to our profit distribution policy; and
|
|
·
|
any other matters
our shareholders have resolved by way of an ordinary resolution at a general meeting
to be of a nature which may have a material impact on us and should be adopted by special
resolution.
|
In addition, amendments to the Articles
of Association require the approval and consent of the relevant PRC authorities.
All other actions taken by the shareholders,
including the appointment and removal of our directors and supervisors and the declaration of cash dividend payments, will be
decided by an ordinary resolution of the shareholders.
Any shareholder resolution which is in
violation of any laws or regulations of the PRC will be null and void.
Liquidation Rights
In the event of our liquidation, the ordinary
shares held by overseas shareholders
will rank pari passu with the ordinary shares held by the domestic shareholders,
and any of our assets remaining after payments (in order of priority) of (a) the costs of liquidation (b) wages and social insurance
fees payable to or for our employees for the past three years prior to the date of liquidation; (c) overdue taxes and tax surcharges,
funds and other amounts payable pursuant to the applicable administrative regulations; and (d) bank loans, corporate bonds and
other debts, will be divided among our shareholders in accordance with the class of shares and their proportional shareholdings.
Further Capital Call
Shareholders are not liable to make
any further contribution to the share capital other than according to the terms, which were agreed to by the subscriber of
the relevant shares at the time of subscription.
Increases in Share Capital and Preemptive Rights
The Articles of Association require the
approval by a special resolution of the shareholders prior to authorizing, allotting, issuing or granting shares, securities convertible
into shares or options, warrants or similar rights to subscribe for any shares or such convertible securities. New issues of shares
must also be approved by the relevant PRC authorities.
Shareholders do not have preemptive rights
with respect to new issues of shares of the Company.
Reduction of Share Capital and Purchase by Us of Our
Shares and General Mandate to Repurchase Shares
We may reduce our registered share capital
only upon obtaining the approval of the shareholders by a special resolution and, in certain circumstances, of relevant PRC authorities.
The number of H Shares which may be purchased is subject to the Hong Kong Takeovers and Share Repurchase Codes.
Restrictions on Large or Controlling Shareholders
Our Articles of Association provide that,
in addition to any obligation imposed by laws and administration regulations or required by the listing rules of the stock exchanges
on which our shares are listed, a controlling shareholder shall not exercise his voting rights in a manner prejudicial to the
interests of the shareholders generally or of some part of the shareholders:
|
(1)
|
to relieve a director or supervisor from his or her duty to
act honestly in our best interests;
|
|
(2)
|
to approve the expropriation by a director or supervisor (for
his or her own benefit or for the benefit of another person) of our assets in any way,
including, without limitation, opportunities which may benefit us; or
|
|
(3)
|
to approve the expropriation by a director or supervisor (for
his or her own benefit or for the benefit of another person) of the individual rights
of other shareholders, including, without limitation, rights to distributions and voting
rights (save according to a restructuring of our Company which has been submitted for
approval by the shareholders in a general meeting in accordance with our Articles of
Association).
|
A controlling shareholder, however, will
not be precluded by our Articles of Association or any laws and administrative regulations or the listing rules of the stock exchanges
on which our shares are listed from voting on these matters.
A controlling shareholder is defined
by our Articles of Association as a shareholder whose capital contribution represents 50% or more of the total capital of our
Company, or a shareholder whose shares represent 50% or more of the total issued share capital of our Company, or a
shareholder whose capital contribution or shares are less than 50% but obtains significant voting rights to influence the
result of the shareholder’s general meeting or the resolutions passed thereby.
Disclosure
The Listing Agreement imposes a requirement
on us to keep the Hong Kong Stock Exchange, our shareholders and other holders of our listed securities informed as soon as reasonably
practicable of any information relating to us and our subsidiaries, including information on any major new developments which
are not public knowledge, which:
|
·
|
is necessary
to enable them and the public to appraise the position of us and our subsidiaries;
|
|
·
|
is necessary
to avoid the establishment of a false market in its securities; and
|
|
·
|
might be reasonably
expected to materially affect market activity in and the price of its securities.
|
There are also requirements under the Listing
Rules for us to obtain prior shareholders’ approval and/or to disclose to shareholders details of certain acquisitions or
disposals of assets and other transactions (including transactions with controlling shareholders).
Sources of Shareholders’ Rights
The PRC’s legal system is based on
written statutes and is a system in which decided legal cases have little precedent value. Prior to the effectiveness of the Company
Law, the PRC did not have a comprehensive body of laws governing joint stock limited companies. The rights and obligations of
our shareholders are principally contained in our constitutive documents and the Standard Opinion, under which we were established.
In December 1993, the Standing Committee of the 8th National People’s Congress adopted the PRC Company Law, which superseded
the Standard Opinion. In accordance with Article 229 of the Company Law, we must comply with the relevant requirements of the
Company Law within an unspecified time period. As a result, we amended our Articles of Association pursuant to the Company Law
on June 6, 1995. On October 27, 2005, the Company Law was amended by the Standing Committee of the 10th National People’s
Congress, and came into force on January 1, 2006.
Currently, the primary sources of shareholder’s
rights are our Articles of Association, as amended, the PRC Company Law and the Listing Rules of the Hong Kong Stock Exchange,
which, among other things, impose certain standards of conduct, fairness and disclosure on us, our directors and our controlling
shareholders. To facilitate the offering and listing of shares of PRC companies overseas, and to regulate the behavior of companies
whose shares are listed overseas, the State Council Securities Committee and the State Commission for Restructuring the Economic
System issued on August 27, 1994 the Mandatory Provisions for Articles of Association of Company Listing Overseas (the “Mandatory
Provisions”). These Mandatory Provisions become entrenched in that, once they are incorporated into the Articles
of Association of a PRC Company, any amendment to those provisions will only become effective after approval by the State-owned
Assets Supervision and Administration Commission of the State Council. The Listing Rules require a number of additional provisions
to the Mandatory Provisions to be included in the Articles of Association of PRC companies listing H Shares on the Hong Kong Stock
Exchange (the “Additional Provisions”). The Mandatory Provisions and the Additional Provisions have
been incorporated into our Articles of Association.
In addition, upon the listing of and for
so long as the H Shares are listed on the Hong Kong Stock Exchange, we are subject to the relevant ordinances, rules and regulations
applicable to companies listed on the Hong Kong Stock Exchange, including the Listing Rules of the Hong Kong Stock Exchange, the
Securities (Disclosure of Interests) Ordinance (the “SDI Ordinance”), the Securities (Insider Dealing)
Ordinance and the Hong Kong Codes on Takeovers and Mergers and Share Repurchases (the “Hong Kong Takeovers and Repurchase
Codes”).
Enforceability of Shareholders’ Rights
There has not been any public disclosure
in relation to the enforcement by holders of H Shares of their rights under constitutive documents of joint stock limited companies
or the Company Law or in the application or interpretation of the PRC or Hong Kong regulatory provisions applicable to the PRC
joint stock limited companies.
The Company Law, as amended in October
2005 and effective in January 2006, has granted shareholders with the rights to bring derivative suits. Within the Company Law,
shareholders holding more than 1 percent of the shares of the company for more than 180 consecutive days are entitled to request
the supervisory committee (in terms of directors and senior management) or the board of directors (in terms of supervisors) to
bring legal proceedings, or bring legal proceedings in their own name on behalf of the company where it is in emergency and the
company will be subject to irreparable loss if not to do so, against directors, supervisors or senior management who fail to comply
with the laws and regulations or the company’s Articles of Association in the course of performing their duties and cause
loss to the company;
Our Articles of Association provide that
all differences or claims:
|
·
|
between a holder
of H Shares and us;
|
|
·
|
between a holder
of H Shares and any of our directors, supervisors, general managers or other senior officers;
or
|
|
·
|
between a holder
of H Shares and a holder of domestic ordinary shares, arising from any provision of our
Articles of Association, any right or obligation conferred or imposed by the Company
Law or any other relevant law or administrative regulation which concerns our affairs
|
must, with certain exceptions, be referred to arbitration at
either the China International Economic and Trade Arbitration Commission in the PRC or the Hong Kong International Arbitration
Center. Our Articles of Association provide that such arbitration will be final and conclusive. In June 1999, an arrangement was
made between the People’s Courts of the PRC and the courts of Hong Kong to mutually enforce arbitration rewards rendered
in the PRC and Hong Kong according to their respective laws. This new arrangement was approved by the Supreme Court of the PRC
and the Hong Kong Legislative Council and became effective on February 1, 2000.
The holders of H Shares will not be
able to bring actions on the basis of violations of the Listing Rules and must rely on the Hong Kong Stock Exchange to
enforce its rules. The SDI Ordinance establishes certain obligations in relation to disclosure of shareholder’s
interests in Hong Kong listed companies, the violation of which is subject to prosecution by the Securities and Futures
Commission of Hong Kong. The Hong Kong Takeovers and Repurchase Codes do not have the force of law and are the only standards
of commercial conduct considered acceptable for takeover and merger transactions and share repurchases in Hong Kong as
established by the Securities and Futures Commission and the securities and futures industry in Hong Kong.
We have appointed CT Corporation
System, New York, as our agent to receive service of process with respect to any action brought against us in certain courts
in New York under the United States federal and New York State’s securities laws. However, as the PRC does not have
treaties providing for the reciprocal recognition and enforcement of judgments of courts within the United States, the United
Kingdom, Japan or most other of the Organization for Economic Cooperation and Development countries, administrative actions
brought by regulatory authorities, such as the Commission, and other actions which result in foreign court judgments, could
(assuming such actions are not required by PRC law and the Articles of Association to be arbitrated) only be enforced in the
PRC on a reciprocal basis or according to relevant international treaties to which China is a party if such judgments or
rulings do not violate the basic principles of the law of the PRC or the sovereignty, security and public interest of the
society of the PRC, as determined by a People’s Court of the PRC which has the jurisdiction for recognition and
enforcement of judgments. We have been advised by our PRC counsel, Haiwen & Partners, that there is uncertainty as to the
enforceability in the PRC of actions to enforce judgments of United States courts arising out of or based on the ownership of
H Shares or ADSs, including judgments arising out of or based on the civil liability provisions of United States federal or
state securities laws.
Restrictions on Transferability and the Share Register
H Shares may be traded only among investors
who are not PRC persons, and may not be sold to PRC investors. There are no restrictions on the ability of investors who are not
PRC residents to hold H Shares.
As provided in the Articles of Associations
we may refuse to register a transfer of H Shares listed on Hong Kong Stock Exchange unless:
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a fee (for each
instrument of transfer) of HK dollar 2.50, or any higher fee as agreed by the Hong Kong
Stock Exchange, has been paid to us;
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·
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the instrument
of transfer only involves H Shares;
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·
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the stamp duty
chargeable on the instrument of transfer has been paid;
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·
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the relevant
share certificate and upon the reasonable request of the board of directors, any evidence
in relation to the right of the transferor to transfer the shares have been submitted;
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·
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if it is intended
to transfer the shares to joint owners, then the maximum number of joint owners must
not exceed four;
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·
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we do not have
any lien on the relevant shares.
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We are required to maintain an
original share register for holders of H Shares in Hong Kong and a copy of the register at our legal address. Shareholders
have the right to inspect and, for a reasonable charge, to copy the share register. No transfers of ordinary shares shall be
recorded in our share register within 20 days prior to the date of a shareholders’ general meeting or within 5 days
prior to the record date established for the purpose of distributing a dividend.
We have appointed Hong Kong Registrars
Limited to act as the registrar of our H Shares. This registrar maintains our register of holders of H Shares in Hong Kong and
enters transfers of shares in such register upon the presentation of the documents described above.
C.
Material contracts
See “Item 7. Major Shareholders and
Related Party Transactions — B. Related Party Transactions” for certain arrangements we have entered into with HIPDC
and Huaneng Group.
D.
Exchange controls
The existing foreign exchange regulations
have significantly reduced government foreign exchange controls for transactions under the current account, including trade and
service related foreign exchange transactions and payment of dividends. We may undertake current account foreign exchange transactions
without prior approval from the State Administration of Foreign Exchange or its local branch offices. The PRC Government has stated
publicly that it intends to make the Renminbi freely convertible in the future. However, we cannot predict whether the PRC Government
will continue its existing foreign exchange policy and when the PRC Government will allow free conversion of Renminbi to foreign
currency.
Foreign exchange transactions under the
capital account, under most circumstances, including principal payments in respect of foreign currency-denominated obligations,
continue to be subject to significant foreign exchange controls and require the approval of the State Administration of Foreign
Exchange or its local branch offices. These limitations could affect our ability to obtain foreign exchange through debt or equity
financing, or to obtain foreign exchange for capital expenditures.
The conversion of Renminbi
into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. On July 21, 2005, the PRC
government introduced a floating exchange rate system to allow the value of Renminbi to fluctuate within a regulated band
based on market supply and demand and by reference to a basket of foreign currencies. Renminbi appreciated by more than 20%
against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the
exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. On June 19, 2010, the PBOC decided to
further promote the reform of the Renminbi exchange rate formation mechanism, and improve the flexibility of the Renminbi
exchange rate. Since June 2010, Renminbi has regained steady appreciation against the U.S. dollar, which was reversed by
slight depreciation of the Renminbi against the U.S. dollar at the turn to and early 2014. On March 15, 2014, the PBOC
announced to further widen the Remninbi’s daily trading band against the U.S. dollar from 1% to 2% on either side of
the daily reference rate, allowing for greater fluctuations of the exchange rate. It is difficult to predict how market
forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.
There remains significant international pressure on the PRC Government to further liberalize its currency policy, which
could result in further fluctuations in the value of the Renminbi against the U.S. dollar. However, there is no assurance
that there will not be a devaluation of Renminbi in the future. If there is such a devaluation, our debt servicing cost
will increase and the return to our overseas investors may decrease.
The following table sets forth information
concerning exchange rates between the Renminbi and the U.S. dollar for the periods indicated:
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Noon Buying Rate
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Period
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End
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Average
(1)
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High
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Low
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(RMB per US$1.00)
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2009
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6.8259
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6.8298
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6.8180
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6.8395
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2010
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6.6000
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6.7696
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6.6000
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6.8330
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2011
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6.2939
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6.4475
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6.2939
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6.6364
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2012
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6.2301
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6.2990
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6.2221
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6.3879
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2013
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6.0537
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6.1412
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6.0537
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|
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6.2438
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October
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6.0943
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6.1032
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6.0815
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6.1209
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November
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6.0922
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6.0929
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6.0903
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6.0993
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December
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6.0537
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6.0738
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|
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6.0537
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6.0927
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2014
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January
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6.0590
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6.0509
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6.0402
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|
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6.0600
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February
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6.1448
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6.0816
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6.0591
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|
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6.1448
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March
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6.2164
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6.1729
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6.1183
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6.2273
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April (through April 11, 2014)
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6.2111
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6.2073
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6.1966
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6.2123
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Source: For periods prior to December 31, 2008, the noon
buying rates of the Federal Reserve Bank of New York; for periods subsequent to December 31, 2008, Federal Reserve Statistical
Release, Board of Governors of the Federal Reserve System.
Note:
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(1)
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Annual averages are calculated by using the average of the exchange
rates on the last day of each month during the relevant year. Monthly averages are calculated
by using the average of the daily rates during the relevant month.
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The following is a summary of (i)
certain tax consequences from acquiring, owning and disposing of the H Shares and ADSs based on tax laws of the PRC, the
United States and the Income Tax Treaty between the PRC and the United States (the “Tax Treaty”) as in effect on
the date of this annual report, and is subject to changes in PRC or United States law, including changes that could have
retroactive effect, and (ii) the principal PRC taxes to which we are subject. The following summary does not take into
account or discuss the tax laws of any countries or regions other than the PRC and the United States, nor does it take into
account the individual circumstances of an investor. This summary does not purport to be a complete technical analysis or
examination of all potential tax effects relevant to an investment in the H Shares or ADSs and current and prospective
investors in all jurisdictions of the H Shares or ADSs are advised to consult their tax advisors as to PRC, United States or
other tax consequences of the purchase, ownership and disposition of the H Shares or ADSs. This summary also does not purport
to be a complete technical analysis or examination of all potential PRC taxes that may be levied upon us.
PRC tax considerations
Tax on dividends
Individual investors
According to the current PRC tax regulations,
dividends paid by PRC companies to individual investors are ordinarily subject to a PRC withholding tax levied at a flat rate
of 20%. For a foreign individual who has no domicile or does not stay in the territory of China or who has no domicile but has
stayed in the territory of China for less than one year, the receipt of dividends from a company in China is normally subject to
a withholding tax of 20% unless reduced or exempted by applicable laws and tax treaties.
Enterprises
In accordance with the New Enterprise Income
Tax Law that became effective on January 1, 2008, dividends derived from the revenues accumulated from January 1, 2008 and paid by PRC companies to non-resident enterprises are generally subject to a PRC withholding tax levied at a rate of 10% unless
exempted or reduced pursuant to an applicable double-taxation treaty or other exemptions. Dividends paid by PRC companies to resident
enterprises, including enterprises established under the laws of non-PRC jurisdictions but whose “de facto management body”
is located in the PRC, are not subject to any PRC withholding tax, unless the dividends are derived from the publicly traded shares
which have not been held continuously by the resident enterprises for twelve months. According to the
Notice on the Issues
Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprise to H Share Holders Which
Are Overseas Non-resident Enterprises
issued by the State Administration of Taxation on November 6, 2008, Chinese resident
enterprises are required to withhold PRC enterprise income tax at the rate of 10% on dividends paid for 2008 and later years payable
to their respective H Shares holders who are non-resident enterprises.
Capital gains tax on sales of shares
In accordance with the New Enterprise Income
Tax Law, capital gains realized by foreign enterprises which are non-resident enterprises in China upon the sale of overseas shares
are generally subject to a PRC withholding tax levied at a rate of 10%, unless exempted or reduced pursuant to an applicable double-taxation
treaty or other exemptions. The capital gains realized by resident enterprises, including enterprises established under the laws
of non-PRC jurisdictions but whose “de facto management body” is located in the PRC, upon the sales of overseas shares
are subject to the PRC corporate income tax.
Tax treaties
Non-PRC Investors residing in countries
which have entered into double-taxation treaties with the PRC may be entitled to a reduction of the withholding tax imposed on
the payment of dividends to such Foreign Holders of us. The PRC currently has double-taxation treaties with a number of countries,
including Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States.
Stamp tax
Under the Provisional Regulations of The
People’s Republic of China Concerning Stamp Tax, which became effective in October 1988, PRC stamp tax should not be imposed
on the transfer of H Shares or ADSs of PRC publicly traded companies.
Taxation of the Company
Income tax
Prior to January 1, 2008, according
to the relevant income tax law, foreign invested enterprises were, in general, subject to a statutory income tax of 33% (30%
enterprise income tax and 3% local income tax). If these enterprises are located in certain specified locations or cities, or
are specifically approved by the State Administration of Taxation, a lower tax rate would be applied. Effective from January
1, 1999, in accordance with the practice notes on the PRC income tax laws applicable to foreign invested enterprises
investing in energy and transportation infrastructure businesses, a reduced enterprise income tax rate of 15% (after the
approval of State Administration of Taxation) was applicable across the country. We applied this rule to all of our wholly
owned operating power plants after obtaining the approval of the State Administration of Taxation. In addition, certain power
plants were exempted from the enterprise income tax for two years starting from the first profit-making year,
after offsetting all tax losses carried forward from the previous years (at most of five years), followed by a 50% reduction
of the applicable tax rate for the next three years. The statutory income tax was assessed individually based on each of
their results of operations.
On March 16, 2007, the
Enterprise Income Tax Law of PRC, or the New Enterprise Income Tax Law, was enacted, and became effective on January 1, 2008.
The New Enterprise Income Tax Law imposes a uniform income tax rate of 25% for domestic enterprises and foreign invested
enterprises. Therefore, our power plants that were subject to a 33% income tax rate prior to January 1, 2008 are subject to a
lower tax rate of 25% starting on January 1, 2008. With regard to our power plants entitled to a reduced enterprise income
tax rate of 15% prior to January 1, 2008, their effective tax rate is being gradually increased to 25% within a five-year
transition period commencing on January 1, 2008. Accordingly, the effective tax rate of our wholly owned power plants will
increase over time. In addition, although our power plants entitled to tax exemption and reduction under the income tax laws
and regulations that are effective prior to the New Enterprise Income Tax Law will continue to enjoy such preferential
treatments until the expiration of the same, newly established power plants will not be able to benefit from such tax
incentives, unless they can satisfy specific qualifications, if any, provided by then effective laws and regulations on
preferential tax treatment.
Pursuant to Measures for the Collection
and Administration of Consolidated Payment of Enterprises Income Tax on Trans-Regional Operation, effective on January 1, 2013,
the Company and its branches calculate and pay income tax on a combined basis according to relevant tax laws and regulations.
The income tax of subsidiaries remains to be calculated individually based on their individual operating results.
Value-added tax
Since January 1, 1994, the government has
implemented a turnover tax system applicable to FIEs. Under the turnover tax provisions, we have to collect from our electricity
customers and pay to the PRC tax authorities a value-added tax (“VAT”) on our sales. The tax rate on sales of electricity
by us is 17% of total sales. The amount of VAT payable by us is the VAT on sales reduced by the VAT paid by us on our purchases
of coal, fuel and other inputs.
Effective from January 1, 2009, VAT payers
are allowed to credit against output VAT in respect of input VAT on fixed assets purchased or self-manufactured based on the relevant
VAT credit receipts in accordance with the revised VAT regulations and its implementation rules.
In addition, effective from August
1, 2012, according to the relevant regulations of Ministry of Finance of PRC and State Administration of Taxation, eight
pilot regions including Shanghai, Beijing, Tianjin, Jiangsu Province, Anhui Province, Zhejiang Province, Fujian Province,
Hubei Province and Guangdong Province have been under the pilot program for the transformation from Business Tax to VAT
since January 1, 2012 and all other regions have been since August 1, 2013 for specified industry. The applicable tax rate
of VAT for the Company and its subsidiaries in respect of the lease of tangible movable have been properties, transportation
industry and other modern services industries are 17%, 11% and 6%, respectively.
United States federal income tax considerations
The following discussion is a summary
of United States federal income tax considerations relating to the acquisition, ownership and disposition of our H shares or
ADSs by a U.S. Holder (as defined below). This discussion is based upon existing United States federal income tax law, which
is subject to differing interpretations or change, possibly with retroactive effect. This discussion does not address all
aspects of United States federal income taxation which may be important to particular investors in light of their individual
investment circumstances, such as investors subject to special tax rules including: financial institutions, insurance
companies, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships and their partners,
regulated investment companies, real estate investment trusts, tax-exempt organizations (including private foundations),
investors who are not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of the voting
power or value of our stock, investors that hold H shares or ADSs as part of a straddle, hedge, conversion, constructive
sale, or other integrated transaction for United States federal income tax purposes, or investors that have a functional
currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those
summarized below. In addition, this discussion does not address any state, local, non-United States, or alternative minimum
tax considerations or the Medicare tax. This discussion only addresses investors that hold their H shares or ADSs
as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of
1986, as amended (the “Code”). U.S. Holders are urged to consult their tax advisors regarding the United States
federal, state, local, and non-United States income and other tax considerations of an investment in H shares or ADSs.
For purposes of this summary, a U.S. Holder
is a beneficial owner of H shares or ADSs that is, for United States federal income tax purposes:
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an individual
who is a citizen or resident of the United States;
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·
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a corporation
(or other entity treated as a corporation for United States federal income tax purposes)
created in or organized under the laws of the United States or any State thereof or
the District of Columbia;
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·
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an estate the
income of which is includible in gross income for United States federal income tax purposes
regardless of its source; or
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·
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a trust (a)
the administration of which is subject to the primary supervision of a United States
court and which has one or more United States persons who have the authority to control
all substantial decisions of the trust or (b) a trust that has otherwise elected to be
treated as a United States person under the Code.
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If a partnership (including any
entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of H shares or ADSs, the
tax treatment of a partner in such partnership will depend upon the status of the partner and the activities of the
partnership. Partnerships and partners of a partnership holding our H shares or ADSs are urged to consult their tax advisors
regarding the United States federal income tax consequences applicable to them of an investment in H shares or ADSs.
For United States federal income tax purposes,
U.S. Holders of ADSs will be treated as the beneficial owners of the underlying H shares represented by the ADSs. Accordingly,
deposits or withdrawals of H shares for ADSs will not be subject to United States federal income tax.
Passive Foreign Investment Company Considerations
A non-United States corporation, such as
our Company, will be a “passive foreign investment Company” (a “PFIC”), for United States federal income
tax purposes for any taxable year, if either (a) 75% or more of its gross income for such year consists of certain types of “passive”
income or (b) 50% or more of its average quarterly assets as generally determined on the basis of fair market value during such
year produce or are held for the production of passive income. For this purpose, cash and assets readily convertible into cash
are categorized as passive assets and the Company’s unbooked intangibles are taken into account for determining the value
of its assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income
of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.
We do not believe that we were classified
as a PFIC for the taxable year ending 2013. The determination of whether we will be or become a PFIC will depend, in part, upon
the composition of our income and our assets (which are subject to change from year to year) and the value of our H shares or
ADSs (of which we cannot control). Although we do not expect that our business plans will change in a manner that will affect
our PFIC status, no assurance can be given in this regard. Because there are uncertainties in the application of the relevant
rules and PFIC status is a fact-intensive determination made on an annual basis, no assurance may be given with respect to our
PFIC status for any taxable year.
The discussion below under “Dividends”
and “Sale or Other Disposition” of H shares or ADSs assumes that we will not be classified as a PFIC for United States
federal income tax purposes. See the discussion below under the heading “Passive Foreign Investment Company Rules”
for a brief summary of the PFIC rules.
Dividends
The gross amount of any cash distributions
(including the amount of any tax withheld) paid on our H shares or ADSs out of our current or accumulated earnings and profits,
as determined under United States federal income tax principles, will be subject to tax as dividend income on the day actually
or constructively received by a U.S. Holder, in the case of H shares, or by the depositary bank, in the case of ADSs. Because
we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution
paid will generally be reported as a “dividend” for United States federal income tax purposes. A non-corporate recipient
of dividend income will generally be subject to tax on dividend income from a “qualified foreign corporation” at a
reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding
period requirements are met.
A non-U.S. corporation (other than
a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable
year) generally will be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a
comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is
satisfactory for purposes of this provision and which includes an exchange of information program or (ii) with respect to any
dividend it pays on stock which is readily tradable on an established securities market in the United States. There is
currently a tax treaty in effect between the United States and the People’s Republic of China (the “U.S.-PRC
Treaty”) which the Secretary of Treasury of the United States determined is satisfactory for these purposes and we
believe that we are eligible for the benefits of such treaty. Additionally, our ADSs trade on the New York Stock Exchange, an
established securities market in the United States. While we presently believe that we are a qualified foreign corporation
for purposes of the reduced treaty rate, there can be no assurance that the dividends we pay on our H shares or ADSs will meet
the conditions required for the reduced tax rate in the current taxable year or future taxable years. Dividends received on H
shares or ADSs will not be eligible for the dividends received deduction allowed to corporations. U.S. Holders are urged to
consult their tax advisors regarding the rate of tax that will apply to them with respect to dividends (if any) received from
U.S.
Dividends paid in non-United States currency
will be includible in income in a United States dollar amount based on the exchange rate prevailing at the time of receipt of
such dividends by the depositary, in the case of ADSs, or by the U.S. Holder, in the case of H shares held directly by such U.S.
Holder, regardless of whether the non-United States currency is actually converted into United States dollars at that time. Gain
or loss, if any, recognized on a subsequent sale, conversion or other disposition of the non-United States currency will generally
be United States source income or loss.
Dividends received on H shares or
ADSs will generally be treated, for United States foreign tax credit purposes, as foreign source income and generally will
constitute passive category income. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a
foreign tax credit in respect of any non-United States withholding taxes imposed on dividends received on H shares or ADSs.
U.S. Holders who do not elect to claim a foreign tax credit for foreign income tax withheld may instead claim a deduction,
for United States federal income tax purposes, in respect of such withholdings, but only for a year in which the U.S. Holder
elects to do so for all creditable foreign income taxes. U.S. Holders are urged to consult their tax advisors regarding the
availability of the foreign tax credit under their particular circumstances.
Sale or Other Disposition of H shares or ADSs
A U.S. Holder will generally
recognize capital gain or loss upon the sale or other disposition of H shares or ADSs in an amount equal to the difference
between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such H shares or ADSs. Any
capital gain or loss will be long-term if the H shares or ADSs have been held for more than one year and will generally be
United States source gain or loss for United States foreign tax credit purposes. If any PRC tax were to be imposed on any
gain from the disposition of H shares or ADSs between U.S. Holder that is eligible for the benefits of the U.S.PRC Treaty
may elect to treat the gain as non-United States source gain or loss. The deductibility of a capital loss may be subject to
limitations. U.S. Holders are urged to consult their tax advisors regarding the tax credit purposes if a non-U.S. withholding
tax is imposed on a disposition of our H shares or ADSs, including the availability of the foreign tax credit under their
particular circumstances.
U.S. Holders that receive currency other
than the United States dollar upon the sale or other disposition of H shares will realize an amount equal to the United States
dollar value of the non-United States currency on the date of such sale or other disposition, or if the shares are traded on an
established securities market, in the case of cash basis and electing accrual basis taxpayers, the settlement date. U.S. Holders
will recognize currency gain or loss if the United States dollar value of the currency received on the settlement date differs
from the amount realized. U.S. Holders will have a tax basis in the currency received equal to the United States dollar amount
at the spot rate on the settlement date. Generally, any gain or loss realized by U.S. Holders on a subsequent conversion or disposition
of such currency will be United States source ordinary income or loss.
Passive Foreign Investment Company Rules
If we were to be classified as a PFIC in
any taxable year, a special tax regime will apply to both (a) any “excess distribution” by us to a U.S. Holder (generally,
the U.S. Holder’s ratable portion of distributions in any year which are greater than 125% of the average annual distribution
received by such U.S. Holder in the shorter of the three preceding years or the U.S. Holder’s holding period for our H shares
or ADSs) and (b) any gain realized on the sale or other disposition of the H shares or ADSs. Under this regime, any excess distribution
and realized gain will be treated as ordinary income and will be subject to tax as if (a) the excess distribution or gain had
been realized ratably over the U.S. Holder’s holding period, (b) the amount deemed realized in each year had been subject
to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current
period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. Holder’s regular ordinary
income rate for the current year and would not be subject to the interest charge discussed below), and (c) the interest charge
generally applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. In addition,
dividends made to a U.S. Holder will not qualify for the lower rates of taxation applicable to long-term capital gains discussed
above under “Dividends”.
The above results may be eliminated if
a “mark-to-market” election is available and a U.S. Holder validly makes such an election. If the election is made,
such holder generally will be required to take into account the difference, if any, between the fair market value and its adjusted
tax basis in H shares or ADSs at the end of each taxable year as ordinary income or ordinary loss (to the extent of any net mark-to-market
gain previously included in income). In addition, any gain from a sale or other disposition of H shares or ADSs will be treated
as ordinary income, and any loss will be treated as ordinary loss (to the extent of any net mark-to-market gain previously included
in income).
Backup Withholding and Information Reporting
U.S. Holders may be subject to information
reporting to the United States Internal Revenue Service with respect to dividends on and proceeds from the sale or other disposition
of our H shares or ADSs. Dividend payments with respect to our H shares or ADSs and proceeds from the sale or other disposition
of H shares or ADSs are not generally subject to United States backup withholding (provided certain certification requirements
are satisfied). U.S. Holders are urged to consult their tax advisors regarding the application of the United States information reporting
and backup rules to their particular circumstances.
Individuals who are U.S. Holders, and who
hold “specified foreign financial assets”, including stock of a non-U.S. corporation that is not held in an account
maintained by a U.S. “financial institution”, whose aggregate value exceeds $50,000 during the tax year, may be required
to attach to their tax returns for the year certain specified information. An individual who fails to timely furnish the required
information may be subject to a penalty. U.S. Holders who are individuals are urged to consult their tax advisors regarding their
reporting obligations under this legislation.
|
F.
|
Dividends
and paying agents
|
Not applicable.
Not applicable.
We are subject to the information reporting
requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and, in accordance with the Act, file certain
reports and other information with the SEC. You may read and copy any report, statement or other information filed by us at the
SEC’s public reference rooms in Washington, D.C., New York and Chicago, Illinois. Please call the SEC at 1-800-0330 for
further information on the public reference rooms. Our reports and other information filed with the SEC are also available to
the public from commercial document retrieval services and the website maintained by the SEC at http://www.sec.gov.
|
I.
|
Subsidiary
information
|
Not applicable.
|
ITEM 11
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Our primary market risk exposures are
fluctuations of fuel prices, foreign exchange rates and interest rates.
Equity price risk
The available-for-sale financial assets
and trading securities of the Company and its subsidiaries are exposed to equity security price risk. The trading securities were
disposed of in 2013.
Detailed information relating to the available-for-sale
financial assets is disclosed in Note 10 to the financial statements. The Company has a supervisor in the supervisory committee
of the investee and exercises influence in safeguarding its interest. The Company also closely monitors the pricing trends in
the open market in determining its long-term strategic stakeholding decisions.
The Company and its subsidiaries are exposed
to fuel price risk on fuel purchases. In particular, SinoSing Power and its subsidiaries use fuel oil swap to hedge against such
a risk and designate them as cash flow hedges. Please refer to Note 13 to the financial statements for details.
Foreign exchange rate risk
A portion of our Renminbi revenues are
converted into other currencies to (i) repay our debts denominated in currencies other than RMB, and (ii) pay for imported equipment.
The exchange rate of Renminbi
to foreign currencies may fluctuate and is affected by, among other things, changes in China’s political and
economic conditions. The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the
PBOC. On July 21, 2005, the PRC government introduced a floating exchange rate system to allow the value of Renminbi to
fluctuate within a regulated band based on market supply and demand and by reference to a basket of foreign currencies.
Renminbi appreciated by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June
2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band.
On June 19, 2010, the PBOC decided to further promote the reform of the Renminbi exchange rate formation mechanism, and
improve the flexibility of the Renminbi exchange rate. Since June 2010, the Renminbi has regained steady appreciation
against the U.S. dollar, which was reversed by a slight depreciation of Renminbi against the U.S. dollar at the turn to and
early 2014. On March 15, 2014, the PBOC announced to further widen the Remninbi’s daily trading band against the U.S.
dollar from 1% to 2% on either side of the daily reference rate, allowing for greater fluctuations of the exchange rate. It
is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi
and the U.S. dollar in the future. There remains significant international pressure on the PRC Government to further
liberalize its currency policy. We cannot assure you that any future movements in the exchange rate of the Renminbi against
the U.S. dollar and other currencies will not adversely affect our results of operations and financial conditions.
SinoSing Power and its subsidiaries
are exposed to foreign exchange risk on fuel purchases that is denominated primarily in U.S. dollars. They use forward
exchange contracts to hedge almost all of their estimated foreign exchange exposure in respect of forecast fuel purchases
over the following three months. The Company and its subsidiaries account for their forward foreign currency contracts as cash
flow hedges.
The following table provides information,
by maturity date, regarding our foreign currency sensitive financial instruments, which consist of bank balances and cash, short-term
and long-term debt obligations, capital commitments and forward exchange contracts as of December 31, 2013 and average interest
rates for the year ended December 31, 2013.
(RMB expressed in millions, except interest rate and exchange
rate)
|
|
As
of December 31, 2013
|
|
|
|
Expected
Maturity Date
|
|
|
Total
C
arrying
Amount
|
|
|
Fair
Value
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
|
|
|
|
|
|
On-balance sheet financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank balances and cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In U.S.Dollar
|
|
|
543
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
543
|
|
|
|
543
|
|
In Japanese Yen
|
|
|
0.0150
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.0150
|
|
|
|
0.0150
|
|
In Hong Kong Dollar
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate bank loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(U.S. Dollar)
|
|
|
32
|
|
|
|
16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
|
|
47
|
|
Average interest rate
|
|
|
6.360
|
|
|
|
6.360
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate bank loans(Euro)
|
|
|
78
|
|
|
|
78
|
|
|
|
78
|
|
|
|
78
|
|
|
|
72
|
|
|
|
182
|
|
|
|
566
|
|
|
|
417
|
|
Average interest rate
|
|
|
2.089
|
|
|
|
2.093
|
|
|
|
2.100
|
|
|
|
2.111
|
|
|
|
2.127
|
|
|
|
2.127
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate bank
and other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(U.S. Dollar)
|
|
|
423
|
|
|
|
404
|
|
|
|
384
|
|
|
|
384
|
|
|
|
384
|
|
|
|
1,730
|
|
|
|
3,709
|
|
|
|
3,709
|
|
Average interest rate
|
|
|
1.734
|
|
|
|
1.740
|
|
|
|
1.740
|
|
|
|
1.740
|
|
|
|
1.740
|
|
|
|
1.740
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas purchase commitments
(U.S. Dollar)
|
|
|
1,759
|
|
|
|
1,103
|
|
|
|
1,103
|
|
|
|
1,103
|
|
|
|
1,103
|
|
|
|
6,885
|
|
|
|
13,056
|
|
|
|
13,056
|
|
Forward exchange contracts (Receive US$/Pay
S$)
|
|
Notional
Amount Expected Maturity Date
|
|
|
Total
Notional
Amount
|
|
|
Fair Value
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
|
|
|
|
|
|
Contract amount
|
|
|
2,431
|
|
|
|
299
|
|
|
|
82
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,812
|
|
|
|
34
|
|
Average Contractual Exchange
Rate
|
|
|
1.25
|
|
|
|
1.25
|
|
|
|
1.25
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Note:
|
(1)
|
The interest rates for variable rate bank and other loans are
calculated based on the individual year beginning indices.
|
The outstanding balance of the Company’s
loans denominated in foreign currencies has changed continually as a result of repayments of the loans by the Company according
to agreed-upon repayment schedules. The loans denominated in U.S. dollars decreased from RMB4.36 billion as of December 31, 2012
to RMB3.77 billion as of December 31, 2013. The loans denominated in Euros decreased from RMB637 million as of December 31, 2012
to RMB566 million as of December 31, 2013.
Interest rate risk
We are exposed to interest rate risk primarily
resulting from fluctuations in interest rates on our debts. Upward fluctuations in interest rates increase the cost of new variable
rate debts and the interest cost of outstanding floating rate borrowings.
At present, the interest rate of the
Company’s loans denominated in RMB is subject to the change of the benchmark interest rate published and adjusted by
the PBOC. Different interest rate levels correspond to loans with different terms. New loan contracts entered into
hereafter will be subject to current benchmark interest rates. A portion of the Company’s loans denominated in foreign
currency are fixed rate loans, which are not subject to the changes in market interest rates. Due to the loans borrowed in
relation to the acquisition of SinoSing Power, the portion of the loans denominated in foreign currency with floating
interest rates increased, which subjects the finance cost of the Company to the fluctuation of market interest rates. In
2009, the Company entered into a floating-to-fixed interest rate swap agreement to hedge against the cash flow interest rate
risk of part of the loan. According to the interest rate swap agreement, the Company agrees with the counterparty to settle
the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional
amounts quarterly until 2019. The notional amount of the outstanding interest rate swap at December 31, 2013 was US$304
million.
In 2009, Tuas Power completed its
refinancing, through which all of its outstanding loans denominated in U.S. dollars were refinanced through loans denominated
in Singapore dollars, matching the functional currency of its operation. The loans borrowed by Tuas Power were denominated in
Singapore dollars, and the majority of them are with floating interest rates, which subjects the finance cost of the Company
to the fluctuation of market interest rates. In 2012 and 2013, TPG also entered into a number of floating-to-fixed interest
rate swap agreements to hedge against the cash flow interest rate risk of the loan. According to these interest rate swap
agreements, TPG agrees with the counterparty to settle the difference between fixed contract rates and floating rate interest
amounts calculated by reference to the agreed notional amount semi-annually until 2020. The notional amount of the
outstanding interest rate swap at December 31, 2013 was S$1,482 million.
The table below provides information about
the Company and its subsidiaries’ derivative financial instruments and other financial instruments that are sensitive to
changes in interest rates, including interest rate swaps and debt obligations. For debt obligations, the table presents principal
cash flows and related weighted average interest rates by expected maturity dates. For interest rate swaps, the table presents
notional amounts and weighted average interest rates by expected (contractual) maturity dates. Notional amounts are used to calculate
the contractual payments to be exchanged under the contract. Weighted average variable rates are based on implied forward rates
in the yield curve at the reporting date.
(RMB expressed in millions, except interest rates)
|
|
As
of December 31, 2013
|
|
|
|
Expected
Maturity Date
|
|
|
Total
Carrying Amount
|
|
|
Fair
Value
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
|
|
|
|
|
|
Debts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate shareholder’s, bank and other loans
|
|
|
49,906
|
|
|
|
6,799
|
|
|
|
4,138
|
|
|
|
4,129
|
|
|
|
4,690
|
|
|
|
19,815
|
|
|
|
89,477
|
|
|
|
89,161
|
|
Average interest rate
|
|
|
5.871
|
|
|
|
5.901
|
|
|
|
5.977
|
|
|
|
5.996
|
|
|
|
6.003
|
|
|
|
5.996
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate bank and other loans
|
|
|
828
|
|
|
|
878
|
|
|
|
4,474
|
|
|
|
1,135
|
|
|
|
851
|
|
|
|
13,605
|
|
|
|
21,771
|
|
|
|
21,771
|
|
Average interest rate
|
|
|
1.909
|
|
|
|
1.914
|
|
|
|
1.917
|
|
|
|
1.921
|
|
|
|
1.926
|
|
|
|
1.740
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term bonds
|
|
|
15,135
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,135
|
|
|
|
15,135
|
|
Average interest rate
|
|
|
5.32
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term bonds
|
|
|
5,678
|
|
|
|
4,998
|
|
|
|
11,473
|
|
|
|
3,297
|
|
|
|
3,972
|
|
|
|
-
|
|
|
|
29,418
|
|
|
|
29,275
|
|
Average interest rate
|
|
|
4.673
|
|
|
|
5.540
|
|
|
|
5.460
|
|
|
|
6.170
|
|
|
|
5.42
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
Notional
Amount Expected Maturity Date
|
|
|
Total
Carrying
Amount
|
|
|
Fair
Value
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
|
|
|
|
|
|
Debts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Derivatives (US$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable to Fixed
|
|
|
195
|
|
|
|
195
|
|
|
|
195
|
|
|
|
195
|
|
|
|
195
|
|
|
|
878
|
|
|
|
1,853
|
|
|
|
116
|
|
Average receive rate
|
|
|
1.40
|
%
|
|
|
1.70
|
%
|
|
|
2.70
|
%
|
|
|
3.90
|
%
|
|
|
4.70
|
%
|
|
|
5.20
|
%
|
|
|
—
|
|
|
|
—
|
|
Average pay rate
|
|
|
4.4
|
%
|
|
|
4.4
|
%
|
|
|
4.4
|
%
|
|
|
4.4
|
%
|
|
|
4.4
|
%
|
|
|
4.4
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Derivatives (S$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable to Fixed
|
|
|
383
|
|
|
|
383
|
|
|
|
383
|
|
|
|
383
|
|
|
|
383
|
|
|
|
5,177
|
|
|
|
7,092
|
|
|
|
265
|
|
Average receive rate
|
|
|
0.26
|
%
|
|
|
0.34
|
%
|
|
|
0.56
|
%
|
|
|
0.91
|
%
|
|
|
1.32
|
%
|
|
|
1.80
|
%
|
|
|
—
|
|
|
|
—
|
|
Average pay rate
|
|
|
2.452
|
%
|
|
|
2.452
|
%
|
|
|
2.452
|
%
|
|
|
2.452
|
%
|
|
|
2.452
|
%
|
|
|
2.452
|
%
|
|
|
—
|
|
|
|
—
|
|
Note:
|
(1)
|
The interest rates for variable rate bank and other loans are
calculated based on the individual year beginning indices.
|
As of December 31, 2013,
the Company’s floating rate loans denominated in foreign currency amounted to RMB17,370million, accounting
for approximately 96.59% of the total foreign loans, most of which was denominated in U.S. dollars, and the average credit
spread is 99 bps. In addition, SinoSing Power’s loans denominated in Singapore dollars are floating rate loans and
amounted to RMB13,629 million as of December 31, 2013. The interest rates of the loans denominated in U.S. dollars and
Singapore dollars are relatively low at the current market condition and it is not expected that a significant fluctuation
would occur within the foreseeable period, thus it is not expected to cause any material adverse effect on the finance cost
of the Company. The Company has paid special attention to the trend of the international interest rate market by keeping up
with the market conditions and predicting the future trend, and has made efforts to explore the feasibility of risk
management by application of derivative financial instruments. The Company expects to implement the relevant plan according
to its internal approval procedures and use interest rate swaps and other derivative financial instruments to control
its interest rate risk upon appropriate time.
Commodity price risk
We are exposed to fuel price risk on fuel
purchases. SinoSing Power and its subsidiaries use fuel oil swap to hedge against such risk. The table below provides information
about the fuel swap contracts that are sensitive to changes in fuel prices, including contract volumes, the weighted average contract
prices, and the total contract amount by expected maturity dates.
(RMB expressed in millions, except interest rates and exchange
rates)
|
|
As
of December 31, 2013
|
|
|
|
Expected
Maturity Date
|
|
|
Total
|
|
|
Fair Value
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
|
|
|
|
|
|
Fuel swap contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Volumes (MT)
|
|
|
710,410
|
|
|
|
148,890
|
|
|
|
29,855
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
889,155
|
|
|
|
N/A
|
|
Weighted Average Price (US$/MT)
|
|
|
603.99
|
|
|
|
598.95
|
|
|
|
591.78
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Contract Amount (RMB million)
|
|
|
2,616
|
|
|
|
544
|
|
|
|
108
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,268
|
|
|
|
32
|
|
For other detailed information of the market
risk, please refer to the Note 3(a)(i) to the “Financial Statements”.
|
ITEM 12
|
Description
of Securities Other than Equity Securities
|
Not applicable.
Not applicable.
Not applicable.
|
D.
|
American
Depositary Shares
|
Depositary Fees and Charges
Under the terms of the Deposit Agreement
for Huaneng Power International, Inc.’s American Depositary Shares (ADSs), an ADS holder may have to pay the following services
fees to the Depositary:
Services
|
|
Fees
|
|
|
|
Issuance of ADSs
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) issued
|
|
|
|
Cancellation of ADSs
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) canceled
|
|
|
|
Distribution of cash dividends or other cash distributions
|
|
$2.00 (or less) per 100 ADSs (or portion of 100 ADSs) held
|
|
|
|
Distribution of ADSs pursuant to stock dividends, free stock distributions or exercises of rights
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) held
|
|
|
|
Distribution of securities other than ADSs or rights to purchase additional ADSs
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) held
|
An ADS holder will also be responsible
to pay certain fees and expenses incurred by the Depositary and certain taxes and governmental charges such as:
|
·
|
taxes and other
governmental charges;
|
|
·
|
such registration
fees as may from time to time be in effect for the registration of transfers of H Shares
generally on the H Share register of the Company or Foreign Registrar and applicable
to transfers of H Shares to the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals;
|
|
·
|
such cable,
telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement;
|
|
·
|
such expenses
as are incurred by the Depositary in the conversion of foreign currency; and
|
|
·
|
any other charge
payable by the Depositary, any of the Depositary’s agents, including the Custodian,
or the agents of the Depositary’s agents in connection with the servicing of H
Shares or other Deposited Securities.
|
Depositary Payments for the Year 2013
In 2013, we received the payment of US$68,841
(inclusive of withholding tax) from the Bank of New York Mellon, the Depositary for our ADR program, for the reimbursement of
our expenses related to investors’ relation activities, respectively.
The accompanying notes are an integral
part of these financial statements.
These financial statements were approved
for issue by the Board of Directors on 18 March 2014 and were signed on its behalf.
The accompanying notes are an integral
part of these financial statements.
The accompanying notes are an integral
part of these financial statements.
The accompanying notes are an integral part of these financial
statements.
*Others mainly represented state-owned
fund allocated from government budget received from the Ministry of Finance of PRC through China Huaneng Group (“
国有资本经营预算资金
”)
of approximately RMB640 million in previous years, which was repaid to China Huaneng Group in 2013 and subsequently lent to the
Company as an entrusted loan pursuant to relevant regulation in the PRC.
The accompanying notes are an integral
part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
(Prepared in accordance with International Financial Reporting
Standards)
(Amounts expressed in thousands of RMB
unless otherwise stated)
|
1
|
Company organization and principal activities
|
Huaneng Power International,
Inc. (the “Company”) was incorporated in the People’s Republic of China (the “PRC”) as a Sino-foreign
joint stock limited company on 30 June 1994. The registered address of the Company is Huaneng Building, 6 Fuxingmennei Street,
Xicheng District, Beijing, the PRC. The Company and its subsidiaries are principally engaged in the generation and sale of electric
power to the respective regional or provincial grid companies in the PRC and in the Republic of Singapore (“Singapore”).
The Company conducts its business in Singapore through SinoSing Power Pte Ltd. (“SinoSing Power”) and its subsidiaries.
The directors consider Huaneng
International Power Development Corporation (“HIPDC”) and China Huaneng Group (“Huaneng Group”) as the
parent company and ultimate parent company of the Company, respectively. Both HIPDC and Huaneng Group are incorporated in the PRC.
Neither Huaneng Group nor HIPDC produced financial statements available for public use.
|
2
|
Principal accounting policies
|
The principal accounting policies
adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all
the years presented, unless otherwise stated.
These financial statements have
been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board (the “IASB”). These financial statements have been prepared under the historical cost convention,
as modified by the revaluation of available-for-sale financial assets, trading securities and derivative financial assets and liabilities.
The preparation of financial
statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise
its judgment in the process of applying the Company and its subsidiaries’ accounting policies. The areas involving a higher
degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed
in Note 4.
As at and for the year ended
December 31, 2013, a portion of the Company and its subsidiaries’ funding requirements for capital expenditures were partially
satisfied by short-term financing. Consequently, as at December 31, 2013, the Company and its subsidiaries have net current liabilities
of approximately RMB64.8 billion. Taking into consideration of the expected operating cash flows of the Company and its subsidiaries
and the undrawn available banking facilities of approximately RMB174.2 billion as at December 31, 2013, the Company and its subsidiaries
are expected to refinance and also consider alternative sources of financing, where applicable and when needed. Therefore, the
directors of the Company are of the opinion that the Company and its subsidiaries will be able to meet its liabilities as and when
they fall due within the next twelve months and accordingly, these consolidated financial statements are prepared on a going concern
basis.
|
2
|
Principal accounting policies (continued)
|
|
(a)
|
Basis of preparation (continued)
|
Except as described below, the
principal accounting policies adopted are consistent with those applied in the annual financial statements for the year ended December 31, 2012 described in those annual financial statements.
The Company and its subsidiaries
have adopted the following new standards or amendments to standards that are first effective for the current accounting period.
|
·
|
Amendments to IAS 1, ‘Presentation of financial statements – Presentation of items
of other comprehensive income’. The amendments require entities to present separately the items of other comprehensive income
that would be reclassified to profit or loss in the future if certain conditions are met from those that would never be reclassified
to profit or loss. The Company and its subsidiaries adopted the amendments from 1 January 2013. These amendments did not have any
material impact on the consolidated financial statements.
|
|
·
|
IFRS 10, ‘Consolidated financial statements’
introduces a single control model to determine whether an investee should be consolidated, by focusing on whether the entity has
power over the investee, exposure or rights to variable returns from its involvement with the investee and the ability to use
its power to affect the amount of those returns.
|
As a result of the adoption
of IFRS 10, the Company and its subsidiaries have changed their accounting policy with respect to determining whether they have
control over an investee. The adoption did not change any of the control conclusions reached by the Company and its subsidiaries
in respect of its involvement with other entities as at 1 January 2013.
|
·
|
IFRS 11, ‘Joint arrangements’ divides joint arrangements into joint operations and
joint ventures. Entities are required to determine the type of an arrangement by considering the structure, legal form, contractual
terms and other facts and circumstances relevant to their rights and obligations under the arrangement. Joint arrangements which
are classified as joint operations under IFRS 11 are recognized on a line-by-line basis to the extent of the joint operator’s
interest in the joint operation. All other joint arrangements are classified as joint ventures under IFRS 11 and are required to
be accounted for using the equity method in the Company and its subsidiaries’ consolidated financial statements. Proportionate
consolidation is no longer allowed as an accounting policy choice.
|
As a result of the adoption
of IFRS 11, the Company and its subsidiaries have changed their accounting policy with respect to their interests in joint arrangements
and re-evaluated their involvement in their joint arrangements. The adoption of IFRS 11 did not have any material impact on the
financial position and the financial result of the Company and its subsidiaries
|
2
|
Principal accounting policies (continued)
|
|
(a)
|
Basis of preparation (continued)
|
|
·
|
IFRS 12, ‘Disclosure of interests in other entities’
brings together into a single standard all the disclosure requirements relevant to an entity’s interests in subsidiaries,
joint arrangements, associates and unconsolidated structured entities. The disclosures required by IFRS 12 are generally more
extensive than those previously required by the respective standards. To the extent that the requirements are applicable to the
Company and its subsidiaries, the Company and its subsidiaries have provided those disclosures in note 8, 9 and 41.
|
|
·
|
IFRS 13, ‘Fair value measurement’ replaces existing guidance in individual IFRSs with
a single source of fair value measurement guidance. IFRS 13 also contains extensive disclosure requirements about fair value measurements
for both financial instruments and non-financial instruments. To the extent that the requirements are applicable to the Company
and its subsidiaries, the Company and its subsidiaries have provided those disclosures in note 3(b). The adoption of IFRS 13 did
not have any material impact on the fair value measurements of the Company and its subsidiaries’ assets and liabilities.
|
|
·
|
Amendments to IAS 19, ‘Employee benefits’
introduces a number of amendments to the accounting for defined benefit plans. Among them, revised IAS 19 eliminates the “corridor
method” under which the recognition of actuarial gains and losses relating to defined benefit schemes could be deferred
and recognized in profit or loss over the expected average remaining service lives of employees. Under the revised standard, all
actuarial gains and losses are required to be recognized immediately in other comprehensive income. Revised IAS 19 also changed
the basis for determining income from plan assets from expected return to interest income calculated at the liability discount
rate, and requires immediate recognition of past service cost, whether vested or not. This change in accounting policy did not
have any material impact on the financial position and the financial result of the Company and its subsidiaries.
|
|
·
|
Annual Improvements to IFRSs 2009-2011 Cycle contains amendments to five standards with consequential
amendments to other standards and interpretations. Among them, IAS 1 has been amended to clarify that an opening balance sheet
is required only when a retrospective application of an accounting policy, a retrospective restatement or a reclassification has
a material effect on the information presented in the opening balance sheet. The amendments also remove the requirement to present
related notes to the opening balance sheet when such statement is presented. The adoption of the amendments did not have an impact
on these financial statements because the Company and its subsidiaries have not made retrospective restatements during the periods
presented.
|
|
2
|
Principal accounting policies (continued)
|
|
(a)
|
Basis of preparation (continued)
|
|
·
|
Amendments to IFRS 7 – Disclosures – Offsetting financial assets and financial liabilities.
The amendments introduce new disclosures in respect of offsetting financial assets and financial liabilities. Those new disclosures
are required for all recognized financial instruments that are set off in accordance with IAS 32, Financial instruments: Presentation
and those that are subject to an enforceable master netting arrangement or similar agreement that covers similar financial instruments
and transactions, irrespective of whether the financial instruments are set off in accordance with IAS 32.
|
The adoption of the amendments
did not have an impact on the Company and its subsidiaries’ financial statements because the Company and its subsidiaries
have not offset financial instruments, nor have they entered into master netting arrangement or similar agreement which is subject
to the disclosures of IFRS 7 during the periods presented.
The consolidated financial statements
include the financial statements of the Company and all of its subsidiaries.
Subsidiaries are investees over
which the Company and its subsidiaries have the power to exercise control. The Company and its subsidiaries control an entity when
it is exposed, or have rights, to variable returns from their involvement with the entity and have the ability to affect those
returns through their power over the entity. When assessing whether the Company and its subsidiaries have power, only substantive
rights (held by the Company and its subsidiaries and other parties) are considered.
Subsidiaries are fully consolidated
from the date when control is transferred to the Company and its subsidiaries. They are de-consolidated from the date when control
ceases. Intra-group balances, transactions and cash flows, and any unrealised income and expenses arising from intra-group transactions,
are eliminated in full in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity
accounted investees are eliminated against the investment to the extent of the Company and its subsidiaries’ interest in
the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence
of impairment. The portion of the shareholders’ equity of the subsidiaries, which is not attributable to the parent company,
is separately presented as non-controlling interests in the shareholders’ equity in the consolidated financial statements.
When there is any inconsistency
on the accounting policies or financial period adopted between subsidiaries and the Company, the financial statements of subsidiaries
are adjusted according to the accounting policies or financial period adopted by the Company.
|
2
|
Principal accounting policies (continued)
|
|
(b)
|
Consolidation (continued)
|
|
(i)
|
Business combinations
|
The acquisition method is used
to account for the business combinations of the Company and its subsidiaries (including business combination under common controls).
The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests issued by the Company and its subsidiaries. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related
costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Company and its
subsidiaries recognize any non-controlling interests in the acquiree either at fair value or at the non-controlling interest’s
proportionate share of the recognized amounts of acquiree’s identifiable net assets. The excess of the consideration transferred,
the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest
in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill (Note 2(i)). If this consideration
is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.
|
(ii)
|
Changes in ownership interests in subsidiaries without change of control
|
Transactions with non-controlling
interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with
the equity owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share
acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling
interests are also recorded in equity.
|
(iii)
|
Associates and joint ventures
|
Associates are investees over
which the Company and its subsidiaries have significant influence on the financial and operating decisions. A joint venture is
an arrangement whereby the Company and its subsidiaries and other parties contractually agree to share control of the arrangement,
and have rights to the net assets of the arrangement.
Investments in associates and
joint ventures are initially recognized at cost and are subsequently measured using the equity method of accounting, unless it
is classified as held for sale (or included in a disposal group that is classified as held for sale) (Note 2(p)). The excess of
the initial investment cost over the proportionate share of the fair value of identifiable net assets of investee acquired is included
in the initial investment cost (Note 2(i)). Any shortfall of the initial investment cost to the proportionate share of the fair
value of identifiable net assets of investee acquired is recognized in current period profit or loss and long-term investment cost
is adjusted accordingly.
|
2
|
Principal accounting policies (continued)
|
|
(b)
|
Consolidation (continued)
|
|
(iii)
|
Associates and joint ventures (continued)
|
When applying equity method,
the Company and its subsidiaries adjust net profit or loss of the investees, including the fair value adjustments on the net identifiable
assets of the associates and joint ventures and the adjustments to align with the accounting policies of the Company and the Company’s
financial reporting periods. Current period investment income is then recognized based on the proportionate share of the Company
and its subsidiaries in the investees’ net profit or loss. Net losses of investees are recognized to the extent of the carrying
value of long-term equity investments and any other constituting long-term equity investments in investees that in substance form
part of the investments in the investees. The Company and its subsidiaries continue to recognize investment losses and provision
if they bear additional obligations which meet the recognition criteria.
The Company and its subsidiaries
adjust the carrying amount of the investment and directly recognize into related other comprehensive income based on their proportionate
share on the movements of the investees’ other comprehensive income except net profit or loss, given there is no change in
shareholding ratio.
When the investees appropriate
profit or declare dividends, the carrying value of long- term equity investments are reduced correspondingly by the proportionate
share of the distribution.
The Company and its subsidiaries
determine at each reporting date whether there is any objective evidence that the investment in the associate or the joint venture
is impaired. If this is the case, the Company and its subsidiaries calculate the amount of impairment as the difference between
the recoverable amount of the associate or the joint venture and its carrying value and recognize the amount in ’share of
profit of associates and joint ventures’ in the consolidated statement of comprehensive income.
Profits or losses resulting
from transactions between the Company and its subsidiaries and the associates and joint ventures are recognized in the Company
and its subsidiaries’ financial statements only to the extent of the unrelated third party investor’s interests in
the associates and joint ventures. Loss from transactions between the Company and its subsidiaries and the associates and joint
ventures is fully recognized and not eliminated when there is evidence for asset impairment.
If an investment in an associate
becomes an investment in a joint venture or vice versa, retained interest is not remeasured. Instead, the investment continues
to be accounted for under the equity method.
Gains and losses arising from
dilution of investments in associates and joint ventures are recognized in the consolidated statement of comprehensive income.
|
2
|
Principal accounting policies (continued)
|
|
(b)
|
Consolidation (continued)
|
|
(iii)
|
Associates and joint ventures (continued)
|
In the Company’s balance
sheet, investments in associates and joint ventures are stated at cost less provision for impairment losses (Note 2(j)) unless
classified as held for sale (or included in a disposal group that is classified as held for sale) (Note 2(p)). Investment income
from investments in associates and joint ventures is accounted for by the Company based on dividends received and receivable.
In all other cases, when the
Company and its subsidiaries cease to have significant influence over an associate or joint control over a joint venture, it is
accounted for as a disposal of the entire interest in that investee, with a resulting gain or loss being recognized in profit or
loss. Any interest retained in that former investee at the date when significant influence or joint control is lost is recognized
at fair value and this amount is regarded as the fair value on initial recognition of a financial asset (Note 2(k)).
|
(c)
|
Separate financial statements of the Company
|
Investments in subsidiaries
are accounted for at cost less impairment unless classified as held for sale (or included in a disposal group that is classified
as held for sale) (Note 2(p)). Cost also includes direct attributable costs of investment. Investment income is recognized when
the subsidiaries declare dividend.
The Company and its subsidiaries
determine the operating segment based on the internal organization structure, management requirement and internal reporting system
for purposes of presenting reportable segment information.
An operating segment represents
a component of the Company and its subsidiaries that meets all the conditions below: (i) the component earns revenue and incurs
expenses in its daily operating activities; (ii) chief operating decision maker of the Company and its subsidiaries regularly reviews
the operating results of the component in order to make decisions on allocating resources and assessing performance; (iii) the
financial position, operating results, cash flows and other related financial information of the component are available. When
the two or more operating segments exhibit similar economic characteristics and meet certain conditions, the Company and its subsidiaries
combine them as one reportable segment.
|
2
|
Principal accounting policies (continued)
|
|
(e)
|
Foreign currency translation
|
|
(i)
|
Functional and presentation currency
|
Items included in the financial
statements of each of the Company and its subsidiaries are measured using the currency of the primary economic environment in which
the entity operates (the “functional currency”). The consolidated financial statements are presented in Renminbi (“RMB”),
which is the Company’s functional and presentation currency.
|
(ii)
|
Transactions and balances
|
Foreign currency transactions
are translated into the functional currency using the spot exchange rate on the transaction dates. On balance sheet date, foreign
currency monetary items are translated into functional currency at the spot exchange rate on balance sheet date. Exchange differences
are directly expensed in current period profit or loss unless they arises from foreign currency loans borrowed for purchasing or
construction of qualifying assets which is eligible for capitalization or they arise from monetary items that qualify as hedging
instruments in cash flow hedges which are recorded in other comprehensive income to the extent that the hedge is effective.
|
(iii)
|
Foreign Subsidiaries
|
The operating results and financial
position of the foreign subsidiaries are translated into presentation currency as follows:
Asset and liability items in
each balance sheet of foreign operations are translated at the closing rates at the balance sheet date; equity items excluding
retained earnings are translated at the spot exchange rates at the date of the transactions. Income and expense items in the statement
of comprehensive income of the foreign operations are translated at average exchange rates approximating the rate on transaction
dates. All resulting translation differences are recognized in other comprehensive income.
The cash flows denominated
in foreign currencies and cash flows of overseas subsidiaries are translated at average exchange rates approximating the rates
at the dates when cash flows incurred. The effect of the foreign currency translation on the cash and cash equivalents is presented
in the statement of cash flows separately.
On the disposal of a foreign
operation (that is, a disposal of the Company and its subsidiaries’ entire interest in a foreign operation, or a disposal
involving loss of control over a subsidiary that includes a foreign operation, a disposal involving loss of joint control over
a joint ventures that includes a foreign operation, or a disposal involving loss of significant influence over an associate that
includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable
to the equity holders of the Company are reclassified to profit or loss.
|
2
|
Principal accounting policies (continued)
|
|
(e)
|
Foreign currency translation (continued)
|
|
(iii)
|
Foreign Subsidiaries (continued)
|
In the case of a partial disposal
that does not result in the Company and its subsidiaries losing control over a subsidiary that includes a foreign operation, the
proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognized in
profit or loss. For all other partial disposals (that is, reductions in the Company and its subsidiaries’ ownership interest
in associates or joint venture that includes a foreign operation that do not result in the Company and its subsidiaries losing
significant influence or joint control), the proportionate share of the accumulated exchange difference is reclassified to profit
or loss.
|
(f)
|
Property, plant and equipment
|
Property, plant and equipment
consists of dam, port facilities, buildings, electric utility plant in service, transportation facilities, others and construction-in-progress
(“CIP”). Property, plant and equipment acquired or constructed are initially recognized at cost and carried at the
net value of cost less accumulated depreciation and accumulated impairment loss, unless classified as held for sale (or included
in a disposal group that is classified as held for sale) (Note 2(p)).
Cost of CIP comprises construction
expenditures, other expenditures necessary for the purpose of preparing the CIP for its intended use and those borrowing costs
incurred before the assets are ready for intended use that are eligible for capitalization. CIP is not depreciated until such time
as the relevant asset is completed and ready for its intended use.
Subsequent costs about property,
plant and equipment are included in the asset’s carrying amount only when it is probable that future economic benefits associated
with the item will flow to the Company and its subsidiaries and the cost of the item can be measured reliably. The carrying amount
of the replaced part is derecognized. Other subsequent expenditures not qualifying for capitalization are charged in the current
period profit or loss when they are incurred.
|
2
|
Principal accounting policies (continued)
|
|
(f)
|
Property, plant and equipment (continued)
|
Depreciation of property, plant
and equipment is provided based on book value of the asset less estimated residual value over the estimated useful life using straight-line
method. For those impaired property, plant and equipment, depreciation is provided based on book value after deducting impairment
provision over the estimated useful life of the asset. The estimated useful lives are as follows:
|
Estimated useful lives
|
|
|
Dam
|
8 – 50 years
|
Port facilities
|
20 – 40 years
|
Buildings
|
8 – 30 years
|
Electric utility plant in service
|
5 – 30 years
|
Transportation facilities
|
8 – 27 years
|
Others
|
5 – 14 years
|
Where parts of an item of property,
plant and equipment have different useful lives, the cost of the item is allocated on a reasonable basis between the parts and
each part is depreciated separately. At the end of each year, the Company and its subsidiaries review the estimated useful lives,
residual values and the depreciation method of the property, plant and equipment and make adjustment when necessary.
Property, plant and equipment
is derecognized when it is disposed of, or is not expected to bring economic benefit through use or disposal. The amount of disposal
income arising from sale, transfer, disposal or write-off of the property, plant and equipment less book value and related tax
expenses is recorded in ‘operating expenses – others’ in the statement of comprehensive income.
The carrying amount of property,
plant and equipment is written down immediately to its recoverable amount when its carrying amount is greater than its recoverable
amount (Note 2(j)).
|
(g)
|
Power generation licence
|
The Company and its subsidiaries
acquired the power generation license as part of the business combination with Tuas Power Ltd. (“Tuas Power”). The
power generation license is initially recognized at fair value at the acquisition date. The license has an indefinite useful life
and is not amortized. The assessment that the license has an indefinite useful life is based on the expected renewal of power generation
license without significant restriction and cost, together with the consideration on related future cash flows generated and the
expectation of continuous operations. It is tested annually for impairment and carried at cost less accumulated impairment loss.
Useful life of the power generation license is reviewed by the Company and its subsidiaries each financial period to determine
whether events and circumstances continue to support the indefinite useful life assessment.
|
2
|
Principal accounting policies (continued)
|
Mining rights are stated at
cost less accumulated amortisation and impairment losses and are amortised based on the units of production method utilising only
recoverable coal reserves as the depletion base, unless the mining rights are classified as held for sale (or included in a disposal
group that is classified as held for sale) (Note 2(p)).
Goodwill arising from the acquisitions
of subsidiaries, associates and joint ventures represents the excess of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the Company and
its subsidiaries’ share of the net fair value of the net identifiable assets, liabilities and contingent liabilities of the
acquiree at the date of acquisition.
Goodwill is stated at cost less
accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-generating unit, or groups
of cash generating units, that is expected to benefit from the synergies of the combination and is tested annually for impairment
(Note 2(j)).
On disposal of a cash generating
unit during the year, any attributable amount of purchased goodwill is included in the calculation of the profit or loss on disposal.
|
(j)
|
Impairment of non-financial assets
|
The carrying amounts of property,
plant and equipment, intangible assets with definite useful lives, land use rights and long-term equity investments not accounted
for as financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any
such indication exists, then the asset’s recoverable amount is estimated. Goodwill and indefinite-lived intangible assets
are tested for impairmen annually regardless of whethe there are indications of impairment or more frequently if events or changes
in circumstances indicate a potential impairment. An impairment loss is recognized if the carrying amount of an asset or cash-generating
unit (“CGU”) exceeds its recoverable amount.
The recoverable amount of an
asset or CGU is the greater of its value in use and its fair value less cost to sell. For impairment testing, assets are grouped
together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the
cash inflows of other assets or CGUs.
Subject to an operating segment
ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed
reflects the lowest level at which goodwill is monitored for internal reporting purposes.
Goodwill acquired in a business
combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
|
2
|
Principal accounting policies (continued)
|
|
(j)
|
Impairment of non-financial assets (continued)
|
Impairment losses are recognized
in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on
a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs of
disposal (if measurable) or value in use (if determinable).
An impairment loss in respect
of goodwill is not reversed. Except for goodwill, all impaired non- financial assets are subject to review for possible reversal
of impairment at each reporting date. Reversals of impairment losses are credited to profit or loss in the year in which the reversals
are recognized.
Financial assets are classified
in the following categories at initial recognition: at fair value through profit or loss, loans and receivables and available-for-sale.
The classification depends on the intention and ability of the Company and its subsidiaries to hold the financial assets.
|
(i)
|
Financial assets at fair value through profit or loss
|
Financial assets at fair value
through profit or loss include financial assets held for trading and designated upon initial recognition as at fair value through
profit or loss. A financial asset is classified in this category if acquired principally for the purpose of selling in the short
term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified
as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current.
|
(ii)
|
Loans and receivables
|
Loans and receivables refer
to the non-derivative financial assets for which there is no quotation in the active market with fixed or determinable amount.
They are included in current assets, except for maturities greater than 12 months after the balance sheet date which are classified
as non-current assets. Loans and receivables are primarily included in as ‘accounts receivable’, ‘other receivables
and assets’, ‘loans to subsidiaries’ and ‘other non- current assets’ in the balance sheets.
|
(iii)
|
Available-for-sale financial assets
|
Available-for-sale financial
assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories.
They are included in current assets when management intends to dispose of the available-for-sale financial assets within 12 months
of the balance sheet date.
|
(2)
|
Principal accounting
polices (continued)
|
|
(k)
|
Financial assets (continued)
|
|
(iv)
|
Recognition and measurement
|
Regular purchases and sales
of financial assets are recognized at fair value initially on trade- date – the date on which the Company and its subsidiaries
commit to purchase or sell the asset. Transaction costs relating to financial assets at fair value through profit or loss are directly
expensed in the profit or loss as incurred. Transaction costs for other financial assets are included in the carrying amount of
the asset at initial recognition. Financial assets are derecognized when the rights to receive cash flows from the financial assets
have expired or have been transferred and all risks and rewards related to the ownership of the financial assets have been transferred
to the transferee.
Financial assets at fair value
through profit or loss and available-for-sale are subsequently measured at fair value. When an active market exists for a financial
instrument, fair value is determined based on quoted prices in the active market. When no active market exists, fair value is determined
by using valuation techniques. When applying valuation techniques, the Company and its subsidiaries maximize the use of relevant
observable inputs and minimize the use of unobservable inputs.
Changes in the fair value of
financial assets at fair value through profit or loss are recorded in ‘gain/(loss) on fair value changes of financial assets/liabilities’.
Investments in equity instruments
that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost.
Loans and receivables are carried at amortized cost using the effective interest method.
Except for impairment loss
and translation differences on monetary financial assets, changes in the fair value of available-for-sale financial assets are
recognized in other comprehensive income. When these financial assets are derecognized, the accumulated fair value adjustments
recognized in equity are included in the statement of comprehensive income as ‘other investment income’. Dividends
on available-for-sale financial assets are recorded in ‘other investment income’ when the right of the Company and
its subsidiaries to receive payments is established.
|
(2)
|
Principal accounting
polices (continued)
|
|
(k)
|
Financial assets (continued)
|
|
(v)
|
Impairment of financial assets
|
Except for financial assets
at fair value through profit or loss, the Company and its subsidiaries perform assessment on the book value of financial assets
at the balance sheet date. Provision for impairment is made when there is objective evidence showing that a financial asset is
impaired.
For investments in subsidiaries,
associates and joint ventures, the impairment loss is measured by comparing the recoverable amount of the investment with its carrying
amount. The impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable
amount.
In the case of equity investments
classified as available for sale, a significant or prolonged decline in the fair value of the investment below its cost is evidence
that the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss, measured
as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously
recognized in profit or loss, is removed from equity and recognized in profit or loss. Impairment losses recognized in the profit
or loss on equity instruments are not reversed through the profit or loss.
When financial assets carried
at amortized cost are impaired, the carrying amount of the financial assets is reduced to the present value of estimated future
cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective
interest rate. The impaired amount is recognized as assets impairment loss in the current period. If there is objective evidence
that the value of the financial assets has recovered as a result of objective changes in circumstances occurring after the impairment
loss was originally recognized, the originally recognized impairment loss is reversed through profit or loss. For the impairment
test of receivables, please refer to Note 2(l).
|
(2)
|
Principal accounting
polices (continued)
|
|
(k)
|
Financial assets (continued)
|
|
(vi)
|
Derivative financial instruments and hedging activities
|
Derivatives are initially recognized
at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Gain or loss
arising from subsequent change in the fair value of derivative financial instruments is recognized in profit or loss except for
the effective portions of gain or loss on the derivative financial instruments designated as cash flow hedges which are recognized
directly in other comprehensive income. Cash flow hedge represents a hedge against the exposure to variability in cash flows, which
such cash flow is originated from a particular risk associated with highly probable forecast transactions and variable rate borrowings
and which could affect the statement of comprehensive income.
The hedged items of cash flow
hedge are the designated items with respect to the risks associated with future cash flow change resulting from variability in
cash flows of a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk of a committed
future transaction. Hedging instruments are designated derivative for cash flow hedge whose cash flows are expected to offset changes
in the cash flows of a hedged item.
The full fair value of a hedging
derivative is classified as a non-current asset or liability when the remaining maturity of the hedge item is more than 12 months.
The Company and its subsidiaries
document their assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in cash flows of hedged items. The Company and its subsidiaries apply ratio
analysis method to evaluate the ongoing effectiveness of the cash flow hedge.
The effective portion of changes
in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in other comprehensive income.
The gain or loss relating to the ineffective portion is recognized immediately in the statement of comprehensive income within
‘gain/(loss) on fair value changes of financial assets/liabilities’.
|
2
|
Principal accounting policies (continued)
|
|
(k)
|
Financial assets (continued)
|
|
(vi)
|
Derivative financial instruments and hedging activities (continued)
|
Amounts accumulated in equity
are reclassified to the profit or loss in the periods when the hedged item affects profit or loss. The gain or loss relating to
the effective portion of interest rate swaps hedging variable rate borrowings is recognized in the statement of comprehensive income
within ‘interest expense’. The gain or loss relating to the effective portion of exchange forward hedging foreign currency
denominated payables is recognized in the statement of comprehensive income within ‘exchange gain/(loss) and bank charges,
net’. However, when the forecast transaction that is hedged results in the recognition of a non- financial asset, the gains
and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the
asset. In the case where the Company and its subsidiaries expect all or a portion of net loss previously recognized directly in
other comprehensive income will not be recovered in future financial periods, the irrecoverable portion will be reclassified into
profit or loss.
When a hedging instrument expires
or is sold, terminated or exercised or when a hedge no longer meets the criteria for hedge accounting, the Company and its subsidiaries
will discontinue hedge accounting. Any cumulative gain or loss existing in equity at that time remains in equity and is subsequently
recognized when the forecast transaction is ultimately recognized in the profit or loss. When a forecast transaction is no longer
expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of comprehensive
income within ‘gain/(loss) on fair value changes of financial assets/liabilities’.
|
(l)
|
Loans and receivables
|
Loans and receivables, which
primarily include accounts receivable, other receivables, loan to subsidiaries and other non-current assets, are recognized initially
at fair value. Loans and receivables are subsequently measured at amortized cost less provision for doubtful debts using the effective
interest method.
The Company and its subsidiaries
establish an allowance for impairment that represents its estimate of incurred losses in respect of receivables. The main components
of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component
established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss
allowance is determined based on historical data of payment statistics for similar financial assets.
When there is objective evidence
that the Company and its subsidiaries will not be able to collect all amounts due according to the original terms of the receivables,
impairment test is performed and related provision for doubtful accounts is made based on the shortfall between carrying amounts
and respective present value of estimated future cash flows. The carrying amounts of the receivables are reduced through the use
of allowance accounts, and the amount of the provision is recognized in the statement of comprehensive income within ‘operating
expenses – others’. When a receivable is uncollectible, it is written off against the allowance account for the receivable.
Subsequent recoveries of amounts previously written off are credited against ‘operating expenses – others’ in
the statement of comprehensive income.
|
2
|
Principal accounting policies (continued)
|
Inventories include fuel for
power generation, materials for repairs and maintenance and spare parts, and are stated at lower of cost and net realizable values.
Inventories are initially recorded
at cost and are charged to fuel costs or repairs and maintenance, respectively when used, or capitalized to property, plant and
equipment when installed, as appropriate, using weighted average cost basis. Cost of inventories includes costs of purchase and
transportation costs.
When the forecast transaction
that is hedged results in the recognition of the inventory, the gains and losses previously deferred in equity are transferred
from equity and included in the initial measurement of the cost of the inventory.
Provision for inventory obsolescence
is determined by the excess of cost over net realizable value. Net realizable values are determined based on the estimated selling
price less estimated conversion costs during power generation, selling expenses and related taxes in the ordinary course of business.
Parties are considered to be
related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over
the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common
control or jointly control of the same third party; one party is controlled or jointly controlled by a third party and the other
party is an associate or a joint venture of the same third party.
|
(o)
|
Cash and cash equivalents
|
Cash and cash equivalents listed
in the statement of cash flows represents cash in hand, call deposits held with banks, and other short-term (3 months or less),
highly-liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes
in value. Bank overdrafts that are repayable on demand and form an integral part of the cash management are also included as a
component of cash and cash equivalents for the purpose of the consolidated statement of cash flow.
|
(p)
|
Non-current assets (or disposal group) held for sale
|
Non-current assets, or disposal
groups comprising assets and liabilities, are classified as held-for- sale if it is highly probable that they will be recovered
primarily through sale rather than through continuing use.
Such assets, or disposal groups,
are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal
group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss
is allocated to inventories, financial assets or deferred tax assets, which continue to be measured in accordance with the Company
and its subsidiaries’ other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent
gains and losses on remeasurement are recognized in profit or loss.
Once classified as held-for-sale,
intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-accounted investee is
no longer equity accounted.
|
2
|
Principal accounting policies (continued)
|
Borrowings are recognized initially
at fair value less transaction costs and subsequently measured at amortized cost using the effective interest method. Borrowings
are classified as current liabilities unless the Company and its subsidiaries have an unconditional right to defer settlement of
the liability for at least 12 months after the balance sheet date.
General and specific borrowing
costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such
time the assets are substantially ready for their intended use or sale.
The amount of specific borrowing
costs capitalized is net of the investment income on any temporary investment of the funds pending expenditure on the asset.
All other borrowing costs are
recognized in profit or loss in the period in which they are incurred.
Payables primarily include accounts
payable and other liabilities, and are recognized initially at fair value and subsequently measured at amortized cost using the
effective interest method.
|
(i)
|
Value-added tax (“VAT”)
|
The domestic power, heat and
coal sales of the Company and its subsidiaries are subject to VAT. VAT payable is determined by applying 17% (or 13% on heat) on
the taxable revenue after offsetting deductible input VAT of the period.
According to the relevant regulations
of Ministry of Finance of PRC and State Administration of Taxation, certain pilot regions have been under the Pilot Program for
the transformation from Business Tax to VAT since 1 January 2012 and all other regions since 1 August 2013 for specified industry.
The applicable tax rate of VAT for the Company and its subsidiaries in respect of the lease of tangible movable properties, transportation
industry and other modern services industry are 17%, 11% and 6%, respectively.
Port and transportation services
of the Company and its subsidiaries are subject to BT at the applicable tax rate of 3% before the transformation became effective
as stated in note 2(t)(i).
|
2
|
Principal accounting policies (continued)
|
|
(iii)
|
Goods and service tax (“GST”)
|
The power sales of the subsidiaries
in Singapore are subject to goods and service tax of the country where they operate. GST payable is determined by applying 7% on
the taxable revenue after offsetting deductible GST of the period.
|
(iv)
|
Current and deferred income tax
|
The income tax expense for
the period comprises current and deferred income tax. Income tax expense is recognized in profit or loss, except to the extent
that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized
in other comprehensive income or directly in equity, respectively.
Deferred income tax assets
and liabilities are recognized based on the differences between tax bases of assets and liabilities and respective book values
(temporary differences). For deductible tax losses or tax credit that can be brought forward in accordance wit tax law requirements
for deduction of taxable income in subsequent years, it is considered as temporary differences and related deferred income tax
assets are recognized. No deferred income tax liability is recognized for temporary difference arising from initial recognition
of goodwill. For those temporary differences arising from initial recognition of an asset or liability in a non-business combination
transaction that affects neither accounting profit nor taxable profit (or deductible loss) at the time of the transaction, no deferred
income tax asset and liability is recognized.
|
(iv)
|
Current and deferred income tax (continued)
|
The Company and its subsidiaries
recognize deferred income tax assets to the extent that it is probable that taxable profit will be available to offset the deductible
temporary difference, deductible tax loss and tax credit.
On the balance sheet date,
deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset
is realized or liability is settled.
Deferred income tax assets
and deferred income tax liabilities are offset when meeting all the conditions below:
|
(1)
|
The Company and its subsidiaries have the legal enforceable
right to offset current income tax assets and current income tax liabilities;
|
|
(2)
|
Deferred income tax assets and deferred income tax liabilities are related to the income tax levied
by the same tax authority of the Company and its subsidiaries.
|
|
2
|
Principal accounting policies (continued)
|
Employee benefits include all
expenditures relating to the employees for their services. The Company and its subsidiaries recognize employee benefits as liabilities
during the accounting period when employees render services and allocates to related cost of assets and expenses based on different
beneficiaries.
In connection with pension obligations,
the Company and its subsidiaries operate various defined contribution plans in accordance with the local conditions and practices
in the countries and provinces in which they operate. A defined contribution plan is a pension plan under which the Company and
its subsidiaries pay fixed contributions into a separate publicly administered pension insurance plan on mandatory and voluntary
bases. The Company and its subsidiaries have no legal or constructive obligations to pay further contributions if the fund does
not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The
contributions are recognized as employee benefit when incurred. Prepaid contributions are recognized as assets to the extent that
a cash refund or a reduction in the future payment is available.
Government grants are recognized
when the Company and its subsidiaries fulfill the conditions attaching to them and they are probable to be received. When government
grants are received in the form of monetary assets, they are measured at the amount received or receivable. When the grant is in
the form of non-monetary assets, it is measured at fair value. When fair value cannot be measured reliably, nominal amount is assigned.
Asset-related government grant
is recognized as deferred income and is amortized evenly in profit or loss over the useful lives of related assets.
Income-related government grant
that is used to compensate subsequent related expenses or losses of the Company and its subsidiaries are recognized as deferred
income and recorded in the profit or loss when related expenses or losses incurred. When the grant is used to compensate expenses
or losses that were already incurred, they are directly recognized in current period profit or loss.
|
2
|
Principal accounting policies (continued)
|
|
(w)
|
Revenue and income recognition
|
Revenue is recognized based
the following methods:
Revenue and income are recognized
when it is probable that the economic benefits associated with the transaction will flow to the Company and its subsidiaries and
the amount of the revenue and income can be measured reliably.
|
(i)
|
Electricity sales revenue
|
Electricity sales revenue represents
the fair value of the consideration received or receivable for electricity sold in the ordinary course of the activities of the
Company and its subsidiaries (net of VAT or GST). Revenue is earned and recognized upon transmission of electricity to the customers
or the power grid controlled and owned by the respective regional or provincial grid companies.
Coal sales revenue represents
the fair value of the consideration received or receivable for the sale of the coal in the ordinary course of the activities of
the Company and its subsidiaries. Coal sales revenue is recognized when the coal is delivered to the customers and there is no
unfulfilled obligation that could affect the customer’s acceptance of the coal.
Service revenue refers to amounts
received from service of port loading and conveying. The Company and its subsidiaries recognize revenue when the relevant service
is provided.
Dividend income from unlisted
investments is recognized when the shareholder’s right to receive payment is established. Dividend income from listed investments
is recognized when the share price of the investment goes ex-dividend.
Interest income from deposits
is recognized on a time proportion basis using effective interest method. Interest income from the finance lease is recognized
on a basis that reflects a constant periodic rate of return on the net investment in the finance lease.
|
2
|
Principal accounting policies (continued)
|
Leases where all the risks and
rewards incidental to ownership of the assets are in substance transferred to the lessees are classified as finance leases. All
other leases are operating leases.
|
(i)
|
Operating leases (lessee)
|
Operating lease expenses are
capitalized or expensed on a straight-line basis over the lease term.
|
(ii)
|
Finance lease (lessor)
|
The Company and its subsidiaries
recognize the aggregate of the minimum lease receipts and the initial direct costs on the lease inception date as the receivable.
The difference between the aggregate of the minimum lease receipts and the initial direct costs and sum of their respective present
values is recognized as unrealized finance income. The Company and its subsidiaries adopt the effective interest method to allocate
such unrealized finance income over the lease term. On balance sheet date, the Company and its subsidiaries present the net amount
of finance lease receivable after deducting any unrealized finance income in non-current assets and current assets, respectively.
Please refer to Note 2(k)(v)
for impairment test on finance lease receivables.
|
(y)
|
Purchase of electricity
|
The overseas subsidiary of the
Company recognizes electricity purchase cost when it purchases the electricity and transmits to its customers.
|
(z)
|
Financial guarantee contracts
|
The Company issues financial
guarantee contracts that transfer significant insurance risk. Financial guarantee contracts are those contracts that require the
issuer to make specified payments to reimburse the holders for losses they incur because specified debtors fail to make payments
when due in accordance with the original or modified terms of debt instruments. Where the Company issues a financial guarantee,
the fair value of the guarantee is initially recognized as deferred income within accounts payable and other liabilities. The fair
value of financial guarantees issued at the time of issuance is determined by reference to fees charged in an arm’s length
transaction for similar services, when such information is obtainable, or is otherwise estimated by reference to interest rate
differentials, by comparing the actual rates charged by lenders when the guarantee is made available with the estimated rates that
lenders would have charged, had the guarantees not been available, where reliable estimates of such information can be made. Where
consideration is received or receivable for the issuance of the guarantee, the consideration is recognized in accordance with the
Company’s policies applicable to that category of asset. Where no such consideration is received or receivable, an immediate
expense is recognized in profit or loss on initial recognition of any deferred income. The amount of the guarantee initially recognized
as deferred income is amortized in profit or loss over the term of the guarantee as income from financial guarantees issued.
|
2
|
Principal accounting policies (continued)
|
|
(aa)
|
Dividend distribution
|
Dividend distribution to the
shareholders of the Company and its subsidiaries is recognized as a liability in the period when the dividend is approved in the
shareholders’ meeting.
Contingent liabilities are not
recognized in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic
benefits is remote. Contingent assets are not recognized in the financial statements but disclosed when an inflow of economic benefit
is probable.
|
(ac)
|
Standards and amendments to published standards that
are not yet effective but relevant to the Company and its subsidiaries
|
The following are standards
or amendments to existing standards that have been published and are mandatory for the accounting periods beginning on or after
1 January 2014, but the Company and its subsidiaries have not early adopted:
|
·
|
Amendments to IAS 32, “Offsetting financial assets and financial liabilities”, which
will be effective for accounting periods beginning on or after 1 january 2014.
|
|
·
|
Amendments to IAS 36, “Recoverable amount disclosures for non-financial assets”, which
will be effective for accounting periods beginning on or after 1 January 2014 .
|
|
·
|
Amendments to IAS 39, “Novation of derivatives and continuation of hedge accounting”,which
will be effective for accounting periods beginning on or after 1 January 2014.
|
|
·
|
IFRIC 21 “Levies”, which will be effective for accounting periods beginning on or after
1 January 2014.
|
|
·
|
IFRS 9 “Financial instruments” (2013), which
the mandatory effective date has not been determined yet.
|
The Company and its subsidiaries
have not assessed full impact of adoption of these standards or amendments upon their effective date
|
3
|
Financial, capital and insurance risks management
|
|
(a)
|
Financial risk management
|
Risk management, including the
management on the financial risks, is carried out under the instructions of the Strategic Committee of Board of Directors and the
Risk Management Team. The Company works out general principles for overall management as well asmanagement policies covering specific
areas. In considering the importance of risks, the Company identifies and evaluates risks at head office and individual power plant
level, and requires analysis and proper communication of the information collected periodically.
SinoSing Power and its subsidiaries
are subject to financial risks that are different from the entities operating within the PRC. They have a series of controls in
place to maintain the cost of risks occurring and the cost of managing the risks at an acceptable level. Management continually
monitors the risk management process to ensure that an appropriate balance between risk and control is achieved. SinoSing Power
and its subsidiaries have their written policies and financial authorization limits in place which are reviewed periodically. These
financial authorization limits seek to mitigate and eliminate operational risks by setting approval thresholds required for entering
into contractual obligations and investments.
|
(1)
|
Foreign exchange risk
|
Foreign exchange risk of the
entities operating within the PRC primarily arises from loans denominated in foreign currencies of the Company and its subsidiaries.
SinoSing Power and its subsidiaries are exposed to foreign exchange risk on accounts payable and other payables that are denominated
primarily in US$, a currency other than Singapore dollar (“S$”), their functional currency. Please refer to Note 23,
26 and 29 for details. The Company and its subsidiaries manage exchange risk through closely monitoring interest and exchange market.
As at December 31, 2013, if
RMB had weakened/strengthened by 5% (2012 and 2011: 5%) against US$ and 3% (2012 and 2011: 3%) against EUR (“€”)
with all other variables constant, exchange gain of the Company and its subsidiaries would have been RMB186 million (2012 and 2011:
RMB217 million and RMB243 million) and RMB19 million (2012 and 2011: RMB19 million and RMB21 million) lower/higher, respectively.
The ranges of such sensitivity disclosed above were based on the observation on the historical trend of related exchange rates
during the previous year under analysis.
As at December 31, 2013, if
S$ had weakened/strengthened by 10% (2012 and 2011: 10%) against US$ with all other variables constant, exchange gain of the Company
and its subsidiaries would have been RMB12 million (2012 and 2011: RMB25 million and RMB44 million) lower/higher, respectively.
The ranges of such sensitivity disclosed above were based on the management’s experience and forecast.
SinoSing Power and its subsidiaries
also are exposed to foreign exchange risk on fuel purchases that are denominated primarily in US$. They substantially hedge their
estimated foreign currency exposure in respect of forecast fuel purchases over the following three months using primarily foreign
currency contracts.
|
3
|
Financial, capital and insurance risks management
(continued)
|
|
(a)
|
Financial risk management (continued)
|
|
(i)
|
Market risk (continued)
|
The available-for-sale financial
assets and trading securities of the Company and its subsidiaries are exposed to equity security price risk. The trading securities
were disposed of in 2013.
Detailed information relating
to the available-for-sale financial assets is disclosed in Note 10. The Company has a supervisor in the supervisory committee of
the investee and exercises influence in safeguarding its interest. The Company also closely monitors the pricing trends in the
open market in determining its long-term strategic stakeholding decisions.
The Company and its subsidiaries
are exposed to fuel price risk on fuel purchases. In particular, SinoSing Power and its subsidiaries use fuel oil swap to hedge
against such a risk and designate them as cash flow hedges. Please refer to Note 13 for details.
|
(3)
|
Cash flow interest rate risk
|
The interest rate risk of the
Company and its subsidiaries primarily arises from long-term loans. Loans borrowed at variable rates expose the Company and its
subsidiaries to cash flow interest rate risk. The exposures of these risks are disclosed in Note 23 to the financial statements.
The Company and its subsidiaries have entered into interest rate swap agreements with banks to hedge against a portion of cash
flow interest rate risk.
As at December 31, 2013, if
interest rates on RMB-denominated borrowings had been 50 basis points (2012 and 2011: 50 basis points) higher/lower with all other
variables held constant, interest expense relating to such borrowings for the year would have been RMB389 million (2012 and 2011:
RMB432 million and RMB500 million) higher/lower. If interest rates on US$- denominated borrowings had been 50 basis points (2012
and 2011: 50 basis points) higher/ lower with all other variables held constant, interest expense relating to such borrowings for
the year would have been RMB9 million (2012 and 2011: RMB11 million and RMB11 million) higher/ lower. If interest rates on S$-denominated
borrowings had been 100 basis points (2012 and 2011: 100 basis points) higher/lower with all other variables held constant, interest
expense relating to such borrowings for the year would have been RMB64 million (2012 and 2011: RMB72 million and RMB73 million)
higher/lower. The ranges of such sensitivity disclosed above were based on the observation on the historical trend of related interest
rates during the previous year under analysis.
|
3
|
Financial, capital and insurance risks management (continued)
|
|
(a)
|
Financial risk management (continued)
|
|
(i)
|
Market risk (continued)
|
|
(3)
|
Cash flow interest rate risk (continued)
|
The Company has entered into
a floating-to-fixed interest rate swap agreement to hedge against cash flow interest rate risk of a loan. According to the interest
rate swap agreement, the Company agrees with the counterparty to settle the difference between fixed contract rates and floating rate
interest amounts calculated by reference to the agreed notional amounts quarterly until 2019. Tuas Power Generation Pte Ltd. (“TPG”)
also entered into a number of floating-to-fixed interest rate swap agreements to hedge against cash flow interest rate risk of
a loan. According to the interest rate swap agreements, TPG agrees with the counterparty to settle the difference between fixed
contract rates and floating rate interest amounts calculated by reference to the agreed notional amount semi-annually until 2020.
Please refer to Note 13 for details.
Credit risk arises from bank
deposits, accounts receivable, other receivables, other non- current assets and loans to subsidiaries. The maximum exposures of
bank deposits, accounts receivable, other receivables and other non-current assets are disclosed in Note 34, 18, 17 and 15 to the
financial statements, respectively, and maximum exposures of loans to subsidiaries are disclosed in Note 9 (b).
Bank deposits are placed with
reputable banks and financial institutions. In addition, a significant portion is deposited with a non-bank financial institution
which is a related party of the Company. The Company has a director on the Board of this non-bank financial institution and exercises
influence. Corresponding maximum exposures of these bank deposits are disclosed in Note 35(a)(i) to the financial statements.
Most of the power plants of
the Company and its subsidiaries operating within the PRC sell electricity generated to their sole customers, the power grid companies
of their respective provinces or regions where the power plants operate. These power plants communicate with their individual grid
companies periodically and believe that adequate provision for doubtful accounts have been made in the financial statements.
Singapore subsidiaries derive
revenue mainly from sale of electricity to the National Electricity Market of Singapore operated by Energy Market Company Pte Ltd.,
which does not have high credit risk. They also derive revenue mainly from retailing electricity to consumers with monthly consumption
of more than 10,000kWh. These customers engage in a wide spectrum of manufacturing and commercial activities in a variety of industries.
They hold cash deposits of RMB188.86 million (2012: RMB200.31 million) and guarantees from creditworthy financial institutions
to secure substantial obligations of the customers.
Regarding balances with subsidiaries,
the Company obtain the financial statements of all subsidiaries and assess the financial performance and cash flows of those subsidiaries
periodically to manage the credit risk of loans to subsidiaries.
|
3
|
Financial, capital and insurance risks management (continued)
|
|
(a)
|
Financial risk management (continued)
|
Liquidity risk management is
to primarily ensure the ability of the Company and its subsidiaries to meet its liabilities as and when they are fall due. The
liquidity reserve comprises the undrawn borrowing facility and cash and cash equivalents available as at each month end in meeting
its liabilities.
The Company and its subsidiaries
maintain flexibility in funding by cash generated by their operating activities and availability of committed credit facilities.
Financial liabilities due within
12 months are presented as the current liabilities in the balance sheets. The repayment schedules of the long-term loans and long-term
bonds and cash flows of derivative financial liabilities are disclosed in Note 23, 24 and 13, respectively.
|
(b)
|
Fair value estimation
|
|
(i)
|
Fair value measurements
|
The table below analyses financial
instruments carried at fair value, by valuation method. The different levels have been defined as follows:
|
·
|
Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
·
|
Level 2- Inputs other than quoted prices included within level 1 that are observable for the asset
or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
|
|
·
|
Level 3- Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs).
|
The following table presents
the assets and liabilities of the Company and its subsidiaries that are measured at fair value at December 31, 2013.
|
|
The Company and its subsidiaries
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Trading derivatives (Note 13)
|
|
|
-
|
|
|
|
23,783
|
|
|
|
-
|
|
|
|
23,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives used for hedging (Note 13)
|
|
|
-
|
|
|
|
82,189
|
|
|
|
-
|
|
|
|
82,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Equity securities (Note 10)
|
|
|
1,627,777
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,627,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,627,777
|
|
|
|
105,972
|
|
|
|
-
|
|
|
|
1,733,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Trading derivatives (Note 13)
|
|
|
-
|
|
|
|
29,814
|
|
|
|
-
|
|
|
|
29,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives used for hedging (Note 13)
|
|
|
-
|
|
|
|
397,182
|
|
|
|
-
|
|
|
|
397,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
-
|
|
|
|
426,996
|
|
|
|
-
|
|
|
|
426,996
|
|
|
3
|
Financial, capital and insurance risks management (continued)
|
|
(b)
|
Fair value estimation (continued)
|
|
(i)
|
Fair value measurements (continued)
|
The following table presents
the assets and liabilities of the Company and its subsidiaries that are measured at fair value at December 31, 2012.
|
|
The Company and its subsidiaries
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Trading derivatives (Note 13)
|
|
|
-
|
|
|
|
1,286
|
|
|
|
-
|
|
|
|
1,286
|
|
– Trading securities
|
|
|
93,753
|
|
|
|
-
|
|
|
|
-
|
|
|
|
93,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives used for hedging (Note 13)
|
|
|
-
|
|
|
|
67,705
|
|
|
|
-
|
|
|
|
67,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Equity securities (Note 10)
|
|
|
1,769,435
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,769,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,863,188
|
|
|
|
68,991
|
|
|
|
-
|
|
|
|
1,932,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Trading derivatives (Note 13)
|
|
|
-
|
|
|
|
1,214
|
|
|
|
-
|
|
|
|
1,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives used for hedging (Note 13)
|
|
|
-
|
|
|
|
924,432
|
|
|
|
-
|
|
|
|
924,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
-
|
|
|
|
925,646
|
|
|
|
-
|
|
|
|
925,646
|
|
The fair value of financial
instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active
if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory
agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted
market price used for financial assets held by the Company and its subsidiaries is the current bid price. These instruments are
included in level 1. As at December 31, 2013, instrument included in level 1 is an equity investment in China Yangtze Power Co.,
Ltd. (“Yangtze Power”) classified as available for sale.
The fair value of financial
instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize
the use of relevant observable inputs and minimize the use of unobservable inputs. If all significant inputs required to fair value
an instrument are observable, the instrument is included in level 2.
If one or more of the significant
inputs is not based on observable market data, the instrument is included in level 3.
|
3
|
Financial, capital and insurance risks management (continued)
|
|
(b)
|
Fair value estimation (continued)
|
|
(i)
|
Fair value measurements (continued)
|
Specific valuation techniques
used to value financial instruments include:
|
·
|
The forward exchange contracts and fuel oil swaps are both valued using quoted market prices or
dealer quotes for similar instruments.
|
|
·
|
The fair value of interest rate swaps is calculated as the present value of the estimated future
cash flows based on observable yield curves.
|
Instruments included in level
2 comprise forward exchange contracts, fuel oil swaps and interest rate swaps.
There were no significant transfers
of financial instruments between level 1 and level 2 fair value hierarchy classifications in 2013.
|
(ii)
|
Fair value disclosures
|
The carrying value less provision
for doubtful accounts of accounts receivable, other receivables and assets, accounts payable and other liabilities, short-term
bonds and short-term loans approximated their fair values. The fair value of financial liabilities for disclosure purposes is estimated
by discounting the future contractual cash flows at the current market interest rate that is available to the Company and its subsidiaries
for similar financial instruments.
The estimated
fair value of long-term loans and long-term bonds (both including current maturities) was approximately RMB73.03 billion and RMB29.27
billion as at December 31, 2013 (2012: RMB81.32 billion and RMB23.11 billion), respectively. The aggregate book value of these liabilities
was approximately RMB73.31 billion and RMB29.42 billion as at December 31, 2013 (2012: RMB81.62 billion and RMB22.88 billion), respectively.
|
(c)
|
Capital risk management
|
The objectives of the Company
and its subsidiaries when managing capital are to safeguard the ability of the Company and its subsidiaries in continuing as a
going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
The Company and its subsidiaries
monitor capital by using debt ratio analysis. This ratio is calculated as total liabilities (sum of current liabilities and non-current
liabilities) divided by total assets as shown in the consolidated balance sheet. During 2013, the strategy of the Company and its
subsidiaries remained unchanged from 2012. The debt ratio of the Company and its subsidiaries as at December 31, 2013 was 71.33%
(2012: 74.54%).
|
4
|
Critical accounting estimates and judgements
|
Estimates and judgments are
continually evaluated and are based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The Company and its subsidiaries
make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the
related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
|
(a)
|
Accounting estimates on impairment of goodwill and power generation licence
|
The Company and its subsidiaries
perform test annually whether goodwill and power generation license have suffered any impairment in accordance with the accounting
policies stated in Note 2(j) and 2(g), respectively. The recoverable amounts of CGU or CGUs to which goodwill and the power generation
license have been allocated are determined based on value-in-use calculations. These calculations require the use of estimates
(Note 14 and 12). It is reasonably possible, based on existing knowledge, that outcomes within the next financial period that are
different from assumptions could require a material adjustment to the carrying amounts of goodwill and power generation license.
For goodwill allocated to CGUs
in the PRC, changes of assumptions in tariff and fuel price could have affected the results of goodwill impairment assessment.
As at December 31, 2013, if tariff had decreased by 1% or 5% from management’s estimates with other variables constant with
the expectations, the Company and its subsidiaries would have to further recognize impairment against goodwill by approximately
RMB115 million and RMB1,864 million, respectively. If fuel price had increased by 1% or 5% from the management’s estimates
with other variables constant with the expectations, the Company and its subsidiaries would have to further recognize impairment
against goodwill by nil and approximately RMB111 million, respectively.
For sensitivity analysis of
goodwill and power generation licence of Tuas Power, please refer to Note 14 and 12.
|
4
|
Critical accounting estimates and judgements (continued)
|
|
(b)
|
Useful life of power generation licence
|
As at year end, management of
the Company and its subsidiaries assessed that the estimated useful life for its power generation license is indefinite. This assessment
is based on the expected renewal of power generation license without significant restriction and cost, together with the consideration
on related future cash flows generated and the expectation of continuous operations. Based on existing knowledge, outcomes within
the next financial period that are different from assumptions could require a change to the carrying amount of power generation
license.
|
(c)
|
Useful lives of property, plant and equipment
|
Management of the Company and
its subsidiaries determines the estimated useful lives of property, plant and equipment and respective depreciation. The accounting
estimate is based on the expected wears and tears incurred during power generation. Wears and tears can be significantly different
following renovation each time. When the useful lives differ from the original estimated useful lives, management will adjust the
estimated useful lives accordingly. It is possible that the estimates made based on existing experience are different to the actual
outcomes within the next financial period and could cause a material adjustment to the depreciation and carrying amount of property,
plant and equipment.
|
(d)
|
Estimated impairment of property, plant and equipment
|
The Company and its subsidiaries
test whether property, plant and equipment suffered any impairment whenever an impairment indication exists. In accordance with
Note 2(j), an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount.
It is reasonably possible, based on existing knowledge, that outcomes within the next financial period that are different from
assumptions could require a material adjustment to the carrying amount of property, plant and equipment.
Changes of assumptions in tariff
and fuel price will affect the result of property, plant and equipment impairment assessment. For power plants assets that are
subject to impairment testing, as at December 31, 2013, if tariff had decreased by 1% or 5% from management’s estimates with
other variables constant with the expectations, the Company and its subsidiaries would have to further recognize impairment against
property, plant and equipment by approximately RMB13 million and RMB734 million, respectively. If fuel price had increased by 1%
or 5% from the management’s estimates with other variables constant with the expectations, the Company and its subsidiaries
would have to further recognize impairment against property, plant and equipment by approximately RMB8 million and RMB40 million,
respectively.
|
(e)
|
Approval of construction of new power plants
|
The receiving of the ultimate
approvals from National Development and Reform Commission (“NDRC”) on certain power plant construction projects of
the Company and its subsidiaries is a critical estimate and judgment of the directors. Such estimates and judgments are based on
initial approval documents received as well as their understanding of the projects. Based on historical experience, the directors
believe that the Company and its subsidiaries will receive final approvals from NDRC on the related power plant projects. Deviation
from the estimate and judgment could result in significant adjustment to the carrying amount of property, plant and equipment.
|
5
|
Revenue and segment information
|
Revenues recognized during
the year are as follows:
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Sales of power and heat
|
|
|
132,478,643
|
|
|
|
131,936,955
|
|
|
|
131,225,050
|
|
Port service
|
|
|
352,988
|
|
|
|
330,518
|
|
|
|
319,388
|
|
Transportation service
|
|
|
133,147
|
|
|
|
101,205
|
|
|
|
104,253
|
|
Others
|
|
|
868,097
|
|
|
|
1,597,981
|
|
|
|
1,772,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
133,832,875
|
|
|
|
133,966,659
|
|
|
|
133,420,769
|
|
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 Company and its subsidiaries 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, Singapore 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 Standard
for Business Enterprises (“PRC GAAP”) excluding dividend income received from available-for-sale financial assets and
operating results of the centrally managed and resource allocation functions of 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, available-for-sale financial assets and assets related to the centrally managed and resource
allocation functions of 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 headquarters that are not attributable to any operating segment (“corporate liabilities”).
These are part of the reconciliation to total balance sheet assets and liabilities.
|
5
|
Revenue and segment information (continued)
|
All sales among the operating
segments were performed at market price or close to market price, and have been eliminated as internal transactions when preparing
consolidated financial statements.
|
|
PRC power
|
|
|
Singapore
|
|
|
All other
|
|
|
|
|
|
|
segment
|
|
|
segment
|
|
|
segments
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
119,084,406
|
|
|
|
14,239,562
|
|
|
|
660,029
|
|
|
|
133,983,997
|
|
Inter-segment revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
(151,122
|
)
|
|
|
(151,122
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external customers
|
|
|
119,084,406
|
|
|
|
14,239,562
|
|
|
|
508,907
|
|
|
|
133,832,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
17,630,165
|
|
|
|
157,079
|
|
|
|
(108,246
|
)
|
|
|
17,678,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
98,737
|
|
|
|
70,445
|
|
|
|
1,541
|
|
|
|
170,723
|
|
Interest expense
|
|
|
(6,968,512
|
)
|
|
|
(448,876
|
)
|
|
|
(138,139
|
)
|
|
|
(7,555,527
|
)
|
Depreciation and amortization
|
|
|
(10,633,399
|
)
|
|
|
(686,619
|
)
|
|
|
(158,583
|
)
|
|
|
(11,478,601
|
)
|
Net (loss)/gain on disposal of property, plant and equipment
|
|
|
(906,285
|
)
|
|
|
(987
|
)
|
|
|
10,560
|
|
|
|
(896,712
|
)
|
Share of profits of associates and joint ventures
|
|
|
587,062
|
|
|
|
-
|
|
|
|
(127,659
|
)
|
|
|
459,403
|
|
Income tax expense
|
|
|
(4,486,588
|
)
|
|
|
(43,774
|
)
|
|
|
(14,591
|
)
|
|
|
(4,544,953
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
113,685,824
|
|
|
|
19,841,166
|
|
|
|
614,688
|
|
|
|
134,141,678
|
|
Inter-segment revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
(175,019
|
)
|
|
|
(175,019
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external customers
|
|
|
113,685,824
|
|
|
|
19,841,166
|
|
|
|
439,669
|
|
|
|
133,966,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
8,391,022
|
|
|
|
1,242,808
|
|
|
|
(51,308
|
)
|
|
|
9,582,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
104,777
|
|
|
|
70,047
|
|
|
|
578
|
|
|
|
175,402
|
|
Interest expense
|
|
|
(8,006,824
|
)
|
|
|
(481,124
|
)
|
|
|
(126,882
|
)
|
|
|
(8,614,830
|
)
|
Depreciation and amortization
|
|
|
(10,280,131
|
)
|
|
|
(619,823
|
)
|
|
|
(147,239
|
)
|
|
|
(11,047,193
|
)
|
Net (loss)/gain on disposal of property, plant and equipment
|
|
|
(261,564
|
)
|
|
|
46
|
|
|
|
8,777
|
|
|
|
(252,741
|
)
|
Share of profits of associates and joint ventures
|
|
|
608,958
|
|
|
|
-
|
|
|
|
(102,887
|
)
|
|
|
506,071
|
|
Income tax expense
|
|
|
(2,350,097
|
)
|
|
|
(212,188
|
)
|
|
|
(12,525
|
)
|
|
|
(2,574,810
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
111,618,962
|
|
|
|
21,366,067
|
|
|
|
691,110
|
|
|
|
133,676,139
|
|
Inter-segment revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
(255,370
|
)
|
|
|
(255,370
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external customers
|
|
|
111,618,962
|
|
|
|
21,366,067
|
|
|
|
435,740
|
|
|
|
133,420,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
622,256
|
|
|
|
1,579,205
|
|
|
|
29,544
|
|
|
|
2,231,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
88,498
|
|
|
|
77,043
|
|
|
|
642
|
|
|
|
166,183
|
|
Interest expense
|
|
|
(6,852,893
|
)
|
|
|
(475,848
|
)
|
|
|
(100,489
|
)
|
|
|
(7,429,230
|
)
|
Depreciation and amortization
|
|
|
(11,114,793
|
)
|
|
|
(611,041
|
)
|
|
|
(141,242
|
)
|
|
|
(11,867,076
|
)
|
Net (loss)/gain on disposal of property, plant and equipment
|
|
|
(3,380
|
)
|
|
|
8,531
|
|
|
|
937
|
|
|
|
6,088
|
|
Share of profits of associates and joint ventures
|
|
|
552,225
|
|
|
|
-
|
|
|
|
26,298
|
|
|
|
578,523
|
|
Income tax expense
|
|
|
(666,424
|
)
|
|
|
(308,254
|
)
|
|
|
(9,206
|
)
|
|
|
(983,884
|
)
|
|
5
|
Revenue and segment information (continued)
|
|
|
PRC power
|
|
|
Singapore
|
|
|
All other
|
|
|
|
|
|
|
segment
|
|
|
segment
|
|
|
segments
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
213,582,220
|
|
|
|
29,722,516
|
|
|
|
11,409,260
|
|
|
|
254,713,996
|
|
Including:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to non-current assets (excluding financial assets and deferred income tax assets)
|
|
|
16,730,985
|
|
|
|
1,103,389
|
|
|
|
1,504,584
|
|
|
|
19,338,958
|
|
Investments in associates
|
|
|
10,991,166
|
|
|
|
-
|
|
|
|
2,379,531
|
|
|
|
13,370,697
|
|
Investments in joint ventures
|
|
|
798,000
|
|
|
|
-
|
|
|
|
978,013
|
|
|
|
1,776,013
|
|
Segment liabilities
|
|
|
(156,529,664
|
)
|
|
|
(15,926,935
|
)
|
|
|
(5,106,756
|
)
|
|
|
(177,563,355
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
210,014,318
|
|
|
|
32,283,757
|
|
|
|
9,225,290
|
|
|
|
251,523,365
|
|
Including:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to non-current assets (excluding financial assets and deferred income tax assets)
|
|
|
30,557,482
|
|
|
|
2,396,858
|
|
|
|
1,261,944
|
|
|
|
34,216,284
|
|
Investments in associates
|
|
|
10,449,684
|
|
|
|
-
|
|
|
|
914,600
|
|
|
|
11,364,284
|
|
Investments in joint ventures
|
|
|
640,000
|
|
|
|
-
|
|
|
|
1,056,637
|
|
|
|
1,696,637
|
|
Segment liabilities
|
|
|
(160,960,185
|
)
|
|
|
(17,872,738
|
)
|
|
|
(4,060,893
|
)
|
|
|
(182,893,816
|
)
|
A reconciliation of revenue
from external customers to operating revenue is provided as follows:
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external customers (PRC GAAP)
|
|
|
133,832,875
|
|
|
|
133,966,659
|
|
|
|
133,420,769
|
|
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of IFRS adjustment*
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Operating revenue per consolidated statement of comprehensive income
|
|
|
133,832,875
|
|
|
|
133,966,659
|
|
|
|
133,420,769
|
|
A reconciliation of segment result to profit before
income tax expense is provided as follows:
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Segment results (PRC GAAP)
|
|
|
17,678,998
|
|
|
|
9,582,522
|
|
|
|
2,231,005
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss related to the headquarters
|
|
|
(381,830
|
)
|
|
|
(466,430
|
)
|
|
|
(129,683
|
)
|
Investment income from China Huaneng Finance Co., Ltd. (“Huaneng Finance”)
|
|
|
166,734
|
|
|
|
124,092
|
|
|
|
81,939
|
|
Dividend income of available-for-sale financial assets
|
|
|
185,399
|
|
|
|
187,080
|
|
|
|
164,881
|
|
Impact of IFRS adjustments*
|
|
|
(226,612
|
)
|
|
|
(550,479
|
)
|
|
|
(297,775
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax expense per consolidated statement of comprehensive income
|
|
|
17,422,689
|
|
|
|
8,876,785
|
|
|
|
2,050,367
|
|
|
5
|
Revenue and segment information (continued)
|
Reportable segments’
assets are reconciled to total assets as follows:
|
|
As at December
|
|
|
As at December
|
|
|
|
31, 2013
|
|
|
31, 2012
|
|
|
|
|
|
|
|
|
Total segment assets (PRC GAAP)
|
|
|
254,713,996
|
|
|
|
251,523,365
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
Investment in Huaneng Finance
|
|
|
1,270,016
|
|
|
|
1,257,181
|
|
Deferred income tax assets
|
|
|
762,561
|
|
|
|
672,840
|
|
Prepaid income tax
|
|
|
5,119
|
|
|
|
14,850
|
|
Available-for-sale financial assets
|
|
|
3,161,164
|
|
|
|
3,102,822
|
|
Corporate assets
|
|
|
361,996
|
|
|
|
290,811
|
|
Impact of IFRS adjustments*
|
|
|
1,957,908
|
|
|
|
2,238,503
|
|
|
|
|
|
|
|
|
|
|
Total assets per consolidated balance sheet
|
|
|
262,232,760
|
|
|
|
259,100,372
|
|
Reportable segments’
liabilities are reconciled to total liabilities as follows:
|
|
As at December
|
|
|
As at December
|
|
|
|
31, 2013
|
|
|
31, 2012
|
|
|
|
|
|
|
|
|
Total segment liabilities (PRC GAAP)
|
|
|
(177,563,355
|
)
|
|
|
(182,893,816
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
Current income tax liabilities
|
|
|
(700,082
|
)
|
|
|
(788,624
|
)
|
Deferred income tax liabilities
|
|
|
(1,788,922
|
)
|
|
|
(1,776,203
|
)
|
Corporate liabilities
|
|
|
(6,177,875
|
)
|
|
|
(6,484,987
|
)
|
Impact of IFRS adjustments*
|
|
|
(809,552
|
)
|
|
|
(1,196,400
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities per consolidated balance sheet
|
|
|
(187,039,786
|
)
|
|
|
(193,140,030
|
)
|
Other material items:
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income from
|
|
|
Impact of
|
|
|
|
|
|
|
Reportable
|
|
|
|
|
|
Huaneng
|
|
|
IFRS
|
|
|
|
|
|
|
segment total
|
|
|
Headquarters
|
|
|
Finance
|
|
|
adjustments*
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(7,555,527
|
)
|
|
|
(231,945
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,787,472
|
)
|
Depreciation and amortization
|
|
|
(11,478,601
|
)
|
|
|
(23,540
|
)
|
|
|
-
|
|
|
|
(43,374
|
)
|
|
|
(11,545,515
|
)
|
Share of profits of associates/joint ventures
|
|
|
459,403
|
|
|
|
-
|
|
|
|
166,734
|
|
|
|
(11,054
|
)
|
|
|
615,083
|
|
Income tax expense
|
|
|
(4,544,953
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
22,282
|
|
|
|
(4,522,671
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(8,614,830
|
)
|
|
|
(282,267
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,897,097
|
)
|
Depreciation and amortization
|
|
|
(11,047,193
|
)
|
|
|
(42,749
|
)
|
|
|
-
|
|
|
|
(166,468
|
)
|
|
|
(11,256,410
|
)
|
Share of profits of associates/joint ventures
|
|
|
506,071
|
|
|
|
-
|
|
|
|
124,092
|
|
|
|
(7,805
|
)
|
|
|
622,358
|
|
Income tax expense
|
|
|
(2,574,810
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
64,440
|
|
|
|
(2,510,370
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(7,429,230
|
)
|
|
|
(306,956
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,736,186
|
)
|
Depreciation and amortization
|
|
|
(11,867,076
|
)
|
|
|
(33,017
|
)
|
|
|
-
|
|
|
|
(179,457
|
)
|
|
|
(12,079,550
|
)
|
Share of profits of associates/joint ventures
|
|
|
578,523
|
|
|
|
-
|
|
|
|
81,939
|
|
|
|
43,099
|
|
|
|
703,561
|
|
Income tax expense
|
|
|
(983,884
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
114,957
|
|
|
|
(868,927
|
)
|
|
5
|
Revenue and segment information (continued)
|
|
*
|
The GAAP adjustments above primarily represented the classification adjustments and other adjustments.
The GAAP adjustments other than classification adjustments were primarily brought forward from prior years. Such differences will
be gradually eliminated following subsequent depreciation and amortization of related assets or the extinguishment of liabilities.
|
Geographical information (Under
IFRS):
|
(i)
|
External revenue generated from the following countries:
|
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
PRC
|
|
|
119,593,313
|
|
|
|
114,125,493
|
|
|
|
112,054,702
|
|
Singapore
|
|
|
14,239,562
|
|
|
|
19,841,166
|
|
|
|
21,366,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
133,832,875
|
|
|
|
133,966,659
|
|
|
|
133,420,769
|
|
|
(ii)
|
Non-current assets (excluding financial assets and deferred income tax assets) are located in the
following countries:
|
|
|
As at December
|
|
|
As at December
|
|
|
|
31, 2013
|
|
|
31, 2012
|
|
|
|
|
|
|
|
|
PRC
|
|
|
198,621,517
|
|
|
|
192,281,707
|
|
Singapore
|
|
|
24,920,351
|
|
|
|
26,459,701
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
223,541,868
|
|
|
|
218,741,408
|
|
The information on the portion
of external revenue of the Company and its subsidiaries which is generated from sales to major customers of the Company and its
subsidiaries at amount equal to or more than 10% of external revenue is as follows:
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
Amount
|
|
|
Proportion
|
|
|
Amount
|
|
|
Proportion
|
|
|
Amount
|
|
|
Proportion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jiangsu Electric Power Company
|
|
|
16,950,098
|
|
|
|
13
|
%
|
|
|
16,289,628
|
|
|
|
12
|
%
|
|
|
16,121,843
|
|
|
|
12
|
%
|
Shandong Electric Power Corporation
|
|
|
16,545,732
|
|
|
|
12
|
%
|
|
|
16,492,367
|
|
|
|
12
|
%
|
|
|
15,151,313
|
|
|
|
11
|
%
|
|
6
|
Profit before income tax expense
|
Profit before income tax expense
was determined after charging/(crediting) the following:
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on bank loans
|
|
|
5,279,152
|
|
|
|
7,213,544
|
|
|
|
7,049,379
|
|
Interest expense on other loans
|
|
|
293,788
|
|
|
|
209,193
|
|
|
|
391,567
|
|
Interest expense on long-term bonds
|
|
|
1,461,317
|
|
|
|
1,316,637
|
|
|
|
783,156
|
|
Interest expense on short-term bonds
|
|
|
1,251,679
|
|
|
|
806,990
|
|
|
|
386,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
8,285,936
|
|
|
|
9,546,364
|
|
|
|
8,610,510
|
|
Less: amounts capitalized in property, plant and equipment
|
|
|
(498,464
|
)
|
|
|
(649,267
|
)
|
|
|
(874,324
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,787,472
|
|
|
|
8,897,097
|
|
|
|
7,736,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auditors’ remuneration
|
|
|
32,340
|
|
|
|
31,030
|
|
|
|
33,935
|
|
Loss/(gain) on disposals/write-off of property, plant and equipment, net
|
|
|
897,222
|
|
|
|
252,741
|
|
|
|
(7,911
|
)
|
Operating leases
|
|
|
331,559
|
|
|
|
269,833
|
|
|
|
299,574
|
|
Depreciation of property, plant and equipment
|
|
|
11,293,522
|
|
|
|
11,032,748
|
|
|
|
11,866,705
|
|
Impairment loss of intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
15,661
|
|
Impairment loss of property, plant and equipment (Note 7)
|
|
|
472,921
|
|
|
|
903,463
|
|
|
|
80,828
|
|
Impairment loss of goodwill (Note 14)
|
|
|
980,513
|
|
|
|
107,735
|
|
|
|
291,734
|
|
Amortization of other non-current assets
|
|
|
112,384
|
|
|
|
86,275
|
|
|
|
81,276
|
|
Fuel
|
|
|
73,807,817
|
|
|
|
82,355,449
|
|
|
|
90,546,192
|
|
Reversal of provision for doubtful accounts
|
|
|
(2,610
|
)
|
|
|
(10,310
|
)
|
|
|
(19,747
|
)
|
(Reversal of)/provision for inventory obsolescence
|
|
|
(824
|
)
|
|
|
12,155
|
|
|
|
(3,353
|
)
|
Other operating expenses consist
of impairment loss of property, plant and equipment and goodwill, environmental protection expenses, substituted power arrangement
expenses, insurance, cost of coal sales and other miscellaneous expenses.
|
7
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
Electric
|
|
|
Transport-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Port
|
|
|
|
|
|
utility plant
|
|
|
ation
|
|
|
|
|
|
|
|
|
|
|
|
|
Dam
|
|
|
facilities
|
|
|
Buildings
|
|
|
in
service
|
|
|
facilities
|
|
|
Others
|
|
|
CIP
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
110,802
|
|
|
|
2,407,271
|
|
|
|
4,470,124
|
|
|
|
239,281,405
|
|
|
|
793,339
|
|
|
|
4,235,895
|
|
|
|
23,940,930
|
|
|
|
275,239,766
|
|
Accumulated depreciation
|
|
|
(5,772
|
)
|
|
|
(211,276
|
)
|
|
|
(1,444,536
|
)
|
|
|
(88,717,256
|
)
|
|
|
(311,832
|
)
|
|
|
(2,156,766
|
)
|
|
|
-
|
|
|
|
(92,847,438
|
)
|
Accumulated impairment loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,371,369
|
)
|
|
|
-
|
|
|
|
(43,407
|
)
|
|
|
(9,551
|
)
|
|
|
(4,424,327
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
105,030
|
|
|
|
2,195,995
|
|
|
|
3,025,588
|
|
|
|
146,192,780
|
|
|
|
481,507
|
|
|
|
2,035,722
|
|
|
|
23,931,379
|
|
|
|
177,968,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
105,030
|
|
|
|
2,195,995
|
|
|
|
3,025,588
|
|
|
|
146,192,780
|
|
|
|
481,507
|
|
|
|
2,035,722
|
|
|
|
23,931,379
|
|
|
|
177,968,001
|
|
Reclassification
|
|
|
23,718
|
|
|
|
-
|
|
|
|
574,015
|
|
|
|
(593,933
|
)
|
|
|
-
|
|
|
|
(3,800
|
)
|
|
|
-
|
|
|
|
-
|
|
Additions
|
|
|
-
|
|
|
|
-
|
|
|
|
8,011
|
|
|
|
353,466
|
|
|
|
69,000
|
|
|
|
203,682
|
|
|
|
12,335,900
|
|
|
|
12,970,059
|
|
Transfer from CIP
|
|
|
471,622
|
|
|
|
72,358
|
|
|
|
145,306
|
|
|
|
15,675,975
|
|
|
|
42
|
|
|
|
129,018
|
|
|
|
(16,494,321
|
)
|
|
|
-
|
|
Disposals
|
|
|
-
|
|
|
|
-
|
|
|
|
(9,139
|
)
|
|
|
(979,652
|
)
|
|
|
(8,064
|
)
|
|
|
(67,155
|
)
|
|
|
(1,263,081
|
)
|
|
|
(2,327,091
|
)
|
Depreciation charge
|
|
|
(8,881
|
)
|
|
|
(73,121
|
)
|
|
|
(173,926
|
)
|
|
|
(10,360,352
|
)
|
|
|
(38,336
|
)
|
|
|
(429,140
|
)
|
|
|
-
|
|
|
|
(11,083,756
|
)
|
Impairment charge
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(866,666
|
)
|
|
|
-
|
|
|
|
(1,798
|
)
|
|
|
(34,999
|
)
|
|
|
(903,463
|
)
|
Currency translation differences
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
207,282
|
|
|
|
-
|
|
|
|
1,226
|
|
|
|
181,369
|
|
|
|
389,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
591,489
|
|
|
|
2,195,232
|
|
|
|
3,569,855
|
|
|
|
149,628,900
|
|
|
|
504,149
|
|
|
|
1,867,755
|
|
|
|
18,656,247
|
|
|
|
177,013,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
606,141
|
|
|
|
2,479,629
|
|
|
|
5,297,159
|
|
|
|
251,732,881
|
|
|
|
723,816
|
|
|
|
4,327,587
|
|
|
|
18,724,052
|
|
|
|
283,891,265
|
|
Accumulated depreciation
|
|
|
(14,652
|
)
|
|
|
(284,397
|
)
|
|
|
(1,727,304
|
)
|
|
|
(97,189,822
|
)
|
|
|
(219,667
|
)
|
|
|
(2,413,135
|
)
|
|
|
-
|
|
|
|
(101,848,977
|
)
|
Accumulated impairment loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,914,159
|
)
|
|
|
-
|
|
|
|
(46,697
|
)
|
|
|
(67,805
|
)
|
|
|
(5,028,661
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
591,489
|
|
|
|
2,195,232
|
|
|
|
3,569,855
|
|
|
|
149,628,900
|
|
|
|
504,149
|
|
|
|
1,867,755
|
|
|
|
18,656,247
|
|
|
|
177,013,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
591,489
|
|
|
|
2,195,232
|
|
|
|
3,569,855
|
|
|
|
149,628,900
|
|
|
|
504,149
|
|
|
|
1,867,755
|
|
|
|
18,656,247
|
|
|
|
177,013,627
|
|
Reclassification
|
|
|
11,144
|
|
|
|
670,128
|
|
|
|
135,903
|
|
|
|
(837,941
|
)
|
|
|
(58,604
|
)
|
|
|
79,370
|
|
|
|
-
|
|
|
|
-
|
|
Acquisition of subsidiaries (Note 40)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
38
|
|
|
|
-
|
|
|
|
1,788
|
|
|
|
762,661
|
|
|
|
764,487
|
|
Additions
|
|
|
-
|
|
|
|
-
|
|
|
|
2,173
|
|
|
|
374,196
|
|
|
|
100,990
|
|
|
|
207,529
|
|
|
|
17,076,945
|
|
|
|
17,761,833
|
|
Transfer from CIP
|
|
|
56,105
|
|
|
|
528,151
|
|
|
|
471,852
|
|
|
|
13,350,005
|
|
|
|
8,251
|
|
|
|
180,716
|
|
|
|
(14,595,080
|
)
|
|
|
-
|
|
Reclassification to assets held for sale (Note 19)
|
|
|
-
|
|
|
|
(261,484
|
)
|
|
|
(10,703
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(48,881
|
)
|
|
|
(42,880
|
)
|
|
|
(363,948
|
)
|
Disposals
|
|
|
(4,094
|
)
|
|
|
(5,607
|
)
|
|
|
(266,578
|
)
|
|
|
(951,162
|
)
|
|
|
(3,607
|
)
|
|
|
(44,356
|
)
|
|
|
(49,231
|
)
|
|
|
(1,324,635
|
)
|
Disposal of a subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,745
|
)
|
|
|
-
|
|
|
|
(124
|
)
|
|
|
-
|
|
|
|
(7,869
|
)
|
Depreciation charge
|
|
|
(16,410
|
)
|
|
|
(80,933
|
)
|
|
|
(174,495
|
)
|
|
|
(10,662,926
|
)
|
|
|
(37,423
|
)
|
|
|
(343,416
|
)
|
|
|
-
|
|
|
|
(11,315,603
|
)
|
Impairment charge
|
|
|
-
|
|
|
|
-
|
|
|
|
(11,539
|
)
|
|
|
(456,021
|
)
|
|
|
-
|
|
|
|
(5,361
|
)
|
|
|
-
|
|
|
|
(472,921
|
)
|
Currency translation differences
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(385,072
|
)
|
|
|
-
|
|
|
|
(1,868
|
)
|
|
|
(252,850
|
)
|
|
|
(639,790
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
638,234
|
|
|
|
3,045,487
|
|
|
|
3,716,468
|
|
|
|
150,052,272
|
|
|
|
513,756
|
|
|
|
1,893,152
|
|
|
|
21,555,812
|
|
|
|
181,415,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
668,650
|
|
|
|
3,479,480
|
|
|
|
5,644,172
|
|
|
|
260,624,078
|
|
|
|
768,203
|
|
|
|
4,610,653
|
|
|
|
21,584,252
|
|
|
|
297,379,488
|
|
Accumulated depreciation
|
|
|
(30,416
|
)
|
|
|
(433,993
|
)
|
|
|
(1,883,488
|
)
|
|
|
(105,512,124
|
)
|
|
|
(254,447
|
)
|
|
|
(2,647,293
|
)
|
|
|
-
|
|
|
|
(110,761,761
|
)
|
Accumulated impairment loss
|
|
|
-
|
|
|
|
-
|
|
|
|
(44,216
|
)
|
|
|
(5,059,682
|
)
|
|
|
-
|
|
|
|
(70,208
|
)
|
|
|
(28,440
|
)
|
|
|
(5,202,546
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
638,234
|
|
|
|
3,045,487
|
|
|
|
3,716,468
|
|
|
|
150,052,272
|
|
|
|
513,756
|
|
|
|
1,893,152
|
|
|
|
21,555,812
|
|
|
|
181,415,181
|
|
Interest capitalization
Interest expense of approximately
RMB498 million (2012 and 2011: RMB649 million and RMB874 million) arising on borrowings for the construction of property, plant
and equipment were capitalized during the year and were included in ‘Additions’ in property, plant and equipment. A
capitalization rate of approximately 5.74% (2012 and 2011: 6.40% and 5.86%) per annum was used.
Impairment
In 2013, impairment losses
for certain property, plant and equipment of approximately RMB473 million have been recognized. Factors leading to the impairment
primarily included shut-down of power plants and the continuous deterioration in utilization of certain non-power assets in a foreign
subsidiary. A discount rate of 8.80% and 12.84% was adopted in the value in use model in the determination of the recoverable amounts
for the coal-fired power plants and for the CGU of the foreign subsidiary respectively.
In 2012 and 2011, impairment
losses for certain property, plant and equipment of approximately RMB903 million and RMB81 million have been recognized, respectively.
|
7
|
Property, plant and equipment (continued)
|
Property, plant and equipment
held under finance leases
As at December 31, 2013, certain
property, plant and equipment with original cost of RMB130 million (2012: RMB139 million) were held under finance leases, which
mainly included ships and pipeline assets.
Security
As at December 31, 2013, property,
plant and equipment with net book value amounting to RMB203.17million was secured to a bank as collateral against a long-term loan
of RMB123 million (2012: net book value RMB225.46 million, long-term loans RMB149 million) (Note 23).
|
8
|
Investments in associates and joint ventures
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
14,596,771
|
|
|
|
13,588,012
|
|
Additional capital injections in associates
|
|
|
430,480
|
|
|
|
467,574
|
|
Additional capital injection in a joint venture
|
|
|
158,000
|
|
|
|
480,000
|
|
Acquisition of an associate
|
|
|
1,508,316
|
|
|
|
-
|
|
Share of net profits
|
|
|
615,083
|
|
|
|
622,358
|
|
Share of other comprehensive (loss)/income
|
|
|
(35,481
|
)
|
|
|
30,070
|
|
Dividends
|
|
|
(541,960
|
)
|
|
|
(591,243
|
)
|
Others
|
|
|
(52,515
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
16,678,694
|
|
|
|
14,596,771
|
|
As at December 31, 2013, investments
in associates and joint ventures of the Company and its subsidiaries, are unlisted except for Shenzhen Energy Corporation Limited
(“SECL”) which is listed on the Shenzhen Stock Exchange, and were as follows:
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
equity interest
|
|
|
|
Country of
|
|
Registered
|
|
|
Business nature and
|
|
held
|
|
Name
|
|
incorporation
|
|
capital
|
|
|
scope of operation
|
|
Direct
|
|
|
Indirect
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shandong Rizhao Power Company Ltd. (“Rizhao Power Company”)
|
|
PRC
|
|
RMB
|
1,245,587,900
|
|
|
Power generation
|
|
|
44
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shenzhen Energy Group Co., Ltd. (“SEG”)
|
|
PRC
|
|
RMB
|
230,971,224
|
|
|
Development, production and sale of regular energy, new energy and energy construction project, etc.
|
|
|
25
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SECL*
|
|
PRC
|
|
RMB
|
2,642,994,398
|
|
|
Energy and investment in related industries
|
|
|
25.02
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hebei Hanfeng Power Generation Limited Liability Company
|
|
PRC
|
|
RMB
|
1,975,000,000
|
|
|
Power generation
|
|
|
40
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chongqing Huaneng Lime Company Limited (“Lime Company”)
|
|
PRC
|
|
RMB
|
50,000,000
|
|
|
Lime production and sale, construction materials, chemical engineering product
|
|
|
-
|
|
|
|
15
|
%
|
|
8
|
Investments in associates and joint ventures (continued)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
equity interest
|
|
|
|
Country of
|
|
|
Registered
|
|
|
Business nature and
|
|
held
|
|
Name
|
|
incorporation
|
|
|
capital
|
|
|
scope of operation
|
|
Direct
|
|
|
Indirect
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates: (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Finance
|
|
|
PRC
|
|
|
RMB
|
5,000,000,000
|
|
|
Provision for financial service including fund deposit services, lending, finance lease arrangements, notes discounting and entrusted loans and investment arrangement within Huaneng Group
|
|
|
20
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Sichuan Hydropower Co., Ltd.
|
|
|
PRC
|
|
|
RMB
|
1,469,800,000
|
|
|
Development, investment, construction, operation and management of hydropower
|
|
|
49
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yangquan Coal Industry Group Huaneng Coal-fired Power Investment Co., Ltd.
|
|
|
PRC
|
|
|
RMB
|
1,000,000,000
|
|
|
Investment, development, consulting and management services of coal and power generation projects
|
|
|
49
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Shidaowan Nuclear Power Development Co., Ltd.
|
|
|
PRC
|
|
|
RMB
|
1,000,000,000
|
|
|
Preparation for construction of pressurized water reactor power plant project
|
|
|
30
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bianhai Railway Co., Ltd.
|
|
|
PRC
|
|
|
RMB
|
389,000,000
|
|
|
Railway construction, freight transportation, materials supplies, agency service, logistics and storage at coastal industrial base in Yingkou, Liaoning
|
|
|
37
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Shenbei Co-generation Limited Liability Company
|
|
|
PRC
|
|
|
RMB
|
70,000,000
|
|
|
Production and sales of electricity and heat, construction and operation of power plants
|
|
|
40
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hainan Nuclear Power Co., Ltd.
|
|
|
PRC
|
|
|
RMB
|
2,059,334,000
|
|
|
Construction and operation of nuclear power plants, production and sales of electricity
|
|
|
30
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanxi Lu’an Group Zuoquan Wulihou Coal Co., Ltd.
|
|
|
PRC
|
|
|
RMB
|
206,452,910
|
|
|
Coal production and sales
|
|
|
34
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng (Tianjin) Coal Gasification Power Generation Co., Ltd.
|
|
|
PRC
|
|
|
RMB
|
734,000,000
|
|
|
Power generation, facilities installation, heat supply
|
|
|
35.97
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng (Tianjin) Coal Gasification Power Generation Co., Ltd.
|
|
|
PRC
|
|
|
RMB
|
734,000,000
|
|
|
Power generation, facilities installation, heat supply
|
|
|
35.97
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China Huaneng Group Fuel Co., Ltd.(“Huaneng Group Fuel Company”) **
|
|
|
PRC
|
|
|
RMB
|
3,000,000,000
|
|
|
Wholesale of coal, import and export of coal
|
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanghai Time Shipping Co., Ltd. (“Shanghai Time Shipping”)
|
|
|
PRC
|
|
|
RMB
|
1,200,000,000
|
|
|
International and domestic sea transportation
|
|
|
50
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jiangsu Nantong Power Generation Co., Ltd. (“Nantong Power”)
|
|
|
PRC
|
|
|
RMB
|
1,596,000,000
|
|
|
Operation and Management of power generation plants and related projects
|
|
|
-
|
|
|
|
35
|
%
|
|
1
|
The indirect percentage of equity interest held represents the effective ownership interest of
the Company and its subsidiaries.
|
|
8
|
Investments in associates and joint ventures (continued)
|
|
*
|
As at December 31, 2012, the Company holds 240 million shares, representing 9.08% shareholding of
SECL, which is a subsidiary of Shenzhen Energy Management Corporation, one of the Company’s associates. Considering the equity
interest effectively held by the Company directly and indirectly through Shenzhen Energy Management Corporation, and directors
as well as supervisors are appointed by the Company in SECL, the Company exercises significant influence on the operations of SECL
and has classified it as an associate. In February 2013, SECL merged Shenzhen Energy Management Corporation through the combination
of directional seasoned offering and cash payment to the shareholders of Shenzhen Energy Management Corporation, Shenzhen State-owned
Assets Supervision and Administration Commission and the Company. After the merger, Shenzhen Energy Management Corporation was
revoked. Before the merger, the Company held an effective 25.02% interests in SECL, including 15.94% shares indirectly held through
Shenzhen Energy Management Corporation. After the merger, the Company directly holds 661,161,106 shares, representing 25.02% shares
in SECL. Therefore, the merger does not have material impact to the Company’s financial statements.
|
|
|
|
|
|
As at December 31, 2013, the fair value of the Company’s shares in SECL was RMB3,636 million
(2012:RMB1,435 million).
|
|
**
|
The Company completed the acquisition of 50% equity interests in Huaneng Group Fuel Company from
Huaneng Group in 2013. In accordance with the articles of the association of the investee, the Company could exercise significant
influence on the investee and therefore accounts for the investment under the equity method.
|
All the above associates and
joint ventures are accounted for under the equity method in the consolidated financial statements.
|
8
|
Investments in associates and joint ventures (continued)
|
Summarized financial information
of the material associates, adjusted for any differences in accounting policies and acquisition adjustments, and reconciliation
to the carrying amounts in the consolidated financial statements, are disclosed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Group
|
|
|
|
Sichuan
Hydropower
|
|
|
SECL
|
|
|
Huaneng
Finance
|
|
|
Hanfeng
Power
|
|
|
Fuel
Company
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross amounts of the associates’
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
714,010
|
|
|
|
886,117
|
|
|
|
8,505,710
|
|
|
|
9,230,340
|
|
|
|
13,422,872
|
|
|
|
16,704,782
|
|
|
|
696,030
|
|
|
|
962,874
|
|
|
|
5,433,923
|
|
|
|
—
|
|
Non-current assets
|
|
|
14,186,032
|
|
|
|
13,390,608
|
|
|
|
23,876,390
|
|
|
|
22,551,373
|
|
|
|
13,121,228
|
|
|
|
11,633,534
|
|
|
|
3,337,694
|
|
|
|
3,598,057
|
|
|
|
4,279,796
|
|
|
|
—
|
|
Current liabilities
|
|
|
(2,577,081
|
)
|
|
|
(2,368,326
|
)
|
|
|
(11,418,660
|
)
|
|
|
(7,001,175
|
)
|
|
|
(20,179,865
|
)
|
|
|
(21,977,806
|
)
|
|
|
(1,602,031
|
)
|
|
|
(1,104,091
|
)
|
|
|
(3,067,039
|
)
|
|
|
—
|
|
Non-current liabilities
|
|
|
(7,701,162
|
)
|
|
|
(7,498,647
|
)
|
|
|
(2,319,590
|
)
|
|
|
(7,269,441
|
)
|
|
|
(14,155
|
)
|
|
|
(74,606
|
)
|
|
|
(218,129
|
)
|
|
|
(1,455,687
|
)
|
|
|
(3,452,941
|
)
|
|
|
—
|
|
Equity
|
|
|
4,621,799
|
|
|
|
4,409,752
|
|
|
|
18,643,850
|
|
|
|
17,511,097
|
|
|
|
6,350,080
|
|
|
|
6,285,904
|
|
|
|
2,213,564
|
|
|
|
2,001,153
|
|
|
|
3,193,739
|
|
|
|
—
|
|
-Equity attributable to shareholders
|
|
|
3,568,759
|
|
|
|
3,413,233
|
|
|
|
16,203,300
|
|
|
|
15,191,329
|
|
|
|
6,350,080
|
|
|
|
6,285,904
|
|
|
|
2,213,564
|
|
|
|
2,001,153
|
|
|
|
3,065,683
|
|
|
|
—
|
|
-Non-controlling interests
|
|
|
1,053,040
|
|
|
|
996,519
|
|
|
|
2,440,550
|
|
|
|
2,319,768
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
128,056
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
2,379,451
|
|
|
|
2,572,325
|
|
|
|
12,398,660
|
|
|
|
12,828,480
|
|
|
|
1,282,665
|
|
|
|
1,388,682
|
|
|
|
2,750,621
|
|
|
|
3,004,117
|
|
|
|
10,036,310
|
|
|
|
—
|
|
Profit from continuing operations
|
|
|
338,500
|
|
|
|
464,727
|
|
|
|
1,200,888
|
|
|
|
628,669
|
|
|
|
833,668
|
|
|
|
620,461
|
|
|
|
221,571
|
|
|
|
145,890
|
|
|
|
78,128
|
|
|
|
—
|
|
Other comprehensive income
|
|
|
(441
|
)
|
|
|
(539
|
)
|
|
|
11,070
|
|
|
|
(2,909
|
)
|
|
|
(190,172
|
)
|
|
|
172,280
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
—
|
|
Total comprehensive income
|
|
|
338,059
|
|
|
|
464,188
|
|
|
|
1,211,958
|
|
|
|
625,760
|
|
|
|
643,496
|
|
|
|
792,741
|
|
|
|
221,571
|
|
|
|
145,890
|
|
|
|
78,128
|
|
|
|
—
|
|
Dividend received from the associate
|
|
|
265,026
|
|
|
|
247,943
|
|
|
|
66,116
|
|
|
|
24,000
|
|
|
|
110,000
|
|
|
|
80,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciled
to the interests in the associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross amounts of net
assets of the associate
|
|
|
3,568,759
|
|
|
|
3,413,233
|
|
|
|
16,203,300
|
|
|
|
15,191,329
|
|
|
|
6,350,081
|
|
|
|
6,285,904
|
|
|
|
2,213,564
|
|
|
|
2,001,153
|
|
|
|
3,065,683
|
|
|
|
—
|
|
The
Company and its subsidiaries’ effective interest
|
|
|
49
|
%
|
|
|
49
|
%
|
|
|
25.02
|
%
|
|
|
9.08
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
40
|
%
|
|
|
40
|
%
|
|
|
50
|
%
|
|
|
—
|
|
The Company and its
subsidiaries’ share of net assets of the associate
|
|
|
1,748,692
|
|
|
|
1,672,484
|
|
|
|
4,053,255
|
|
|
|
1,379,373
|
|
|
|
1,270,016
|
|
|
|
1,257,181
|
|
|
|
885,426
|
|
|
|
800,461
|
|
|
|
1,532,842
|
|
|
|
—
|
|
Impact of adjustments
|
|
|
240,990
|
|
|
|
248,255
|
|
|
|
1,161,809
|
|
|
|
454,143
|
|
|
|
-
|
|
|
|
-
|
|
|
|
347,108
|
|
|
|
343,444
|
|
|
|
14,539
|
|
|
|
—
|
|
Carrying
amount in the consolidated financial statements
|
|
|
1,989,682
|
|
|
|
1,920,739
|
|
|
|
5,215,064
|
|
|
|
1,833,516
|
|
|
|
1,270,016
|
|
|
|
1,257,181
|
|
|
|
1,232,534
|
|
|
|
1,143,905
|
|
|
|
1,547,381
|
|
|
|
—
|
|
|
8
|
Investments in associates and joint ventures (continued)
|
Aggregate information of associates
that are not individually material:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Aggregate carrying amount of individually immaterial associates in the consolidated financial statements
|
|
|
3,648,004
|
|
|
|
6,744,794
|
|
|
|
|
|
|
|
|
|
|
Aggregate amounts of the Company and its subsidiaries’ share of those associates
|
|
|
|
|
|
|
|
|
(Loss) / Profit from continuing operations
|
|
|
(66,986
|
)
|
|
|
132,547
|
|
Other comprehensive loss
|
|
|
-
|
|
|
|
(3,858
|
)
|
Total comprehensive (loss) / income
|
|
|
(66,986
|
)
|
|
|
128,689
|
|
Summarized financial information
of a material joint venture Shanghai Time Shipping, adjusted for any differences in accounting policies and acquisition adjustment,
and reconciliation to the carrying amount in the consolidated financial statements, are disclosed below:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Gross amounts of joint ventures’
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
1,155,333
|
|
|
|
594,940
|
|
Non-current assets
|
|
|
6,307,235
|
|
|
|
6,356,464
|
|
Current liabilities
|
|
|
(3,260,857
|
)
|
|
|
(2,120,801
|
)
|
Non-current liabilities
|
|
|
(2,282,333
|
)
|
|
|
(2,753,977
|
)
|
Equity
|
|
|
1,919,378
|
|
|
|
2,076,626
|
|
|
|
|
|
|
|
|
|
|
Included in the above assets and liabilities:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
210,326
|
|
|
|
148,401
|
|
Current financial liabilities (excluding trade and other payables and provisions)
|
|
|
(2,924,308
|
)
|
|
|
(1,953,524
|
)
|
Non-current financial liabilities (excluding trade and other payables and provisions)
|
|
|
(2,282,333
|
)
|
|
|
(2,753,977
|
)
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
3,638,341
|
|
|
|
2,097,866
|
|
(Loss) / profit from continuing operations
|
|
|
(157,249
|
)
|
|
|
45,128
|
|
Total comprehensive (loss) / income
|
|
|
(157,249
|
)
|
|
|
45,128
|
|
|
|
|
|
|
|
|
|
|
Included in the above profit:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
305,863
|
|
|
|
273,891
|
|
Interest income
|
|
|
1,487
|
|
|
|
846
|
|
Interest expense
|
|
|
219,974
|
|
|
|
169,190
|
|
Income tax expense
|
|
|
318
|
|
|
|
16,254
|
|
|
|
|
|
|
|
|
|
|
Reconciled to the interest in the joint venture:
|
|
|
|
|
|
|
|
|
Gross amounts of net assets of Shanghai Time Shipping
|
|
|
1,919,378
|
|
|
|
2,076,627
|
|
The Company’s effective interest
|
|
|
50
|
%
|
|
|
50
|
%
|
The Company’s share of net assets
|
|
|
959,689
|
|
|
|
1,038,314
|
|
Impact of adjustments
|
|
|
18,324
|
|
|
|
18,324
|
|
Carrying amount in the consolidated financial statements
|
|
|
978,013
|
|
|
|
1,056,638
|
|
The financial information of
the other joint venture, i.e. Nantong Power, which was under construction as at December 31, 2013 and is not individually material,
are as follows:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
Carrying amount in the consolidated financial statements
|
|
|
798,000
|
|
|
|
640,000
|
|
|
9
|
Investments in subsidiaries
|
As at December 31, 2013, the
investments in subsidiaries of the Company and its subsidiaries, all of which are unlisted, were as follows:
|
(i)
|
Subsidiaries acquired from business combinations under common control
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
Business nature
|
|
equity interest
|
|
|
|
Country of
|
|
Type of
|
|
Registered
|
|
|
and scope
|
|
held
|
|
Name of subsidiary
|
|
incorporation
|
|
legal entity
|
|
capital
|
|
|
of operations
|
|
Direct
|
|
|
Indirect
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng
(Suzhou Industrial Park) Power Generation Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
632,840,000
|
|
|
Power generation
|
|
|
75
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Qinbei Power
Co., Ltd. (“Qinbei Power Company”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,540,000,000
|
|
|
Power generation
|
|
|
60
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Yushe Power
Generation Co., Ltd. (“Yushe Power Company”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
615,760,000
|
|
|
Power generation
|
|
|
60
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Hunan Yueyang
Power Generation Limited Liability Company (“Yueyang Power Company”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,935,000,000
|
|
|
Power generation
|
|
|
55
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Chongqing Luohuang
Power Generation Limited Liability Company (“Luohuang Power Company”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,748,310,000
|
|
|
Power generation
|
|
|
60
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Pingliang Power
Generation Co., Ltd. (“Pingliang Power Company”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
924,050,000
|
|
|
Power generation
|
|
|
65
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Nanjing Jinling
Power Co., Ltd. (“Jinling Power Company”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,513,136,000
|
|
|
Power generation
|
|
|
60
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Qidong Wind
Power Generation Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
269,600,000
|
|
|
Development of wind power project, production and sales of electricity
|
|
|
65
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tianjin Huaneng Yangliuqing
Co-generation Limited Liability Company (“Yangliuqing Cogeneration”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,537,130,909
|
|
|
Power generation, heat supply, facilities installation, maintenance
and related services
|
|
|
55
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Beijing Co-generation
Limited Liability Company (“Beijing Cogeneration”) (i)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,600,000,000
|
|
|
Construction and operation of power plants and related construction
projects
|
|
|
41
|
%
|
|
|
-
|
|
1
The indirect percentage
of equity interest held represents the effective ownership interest of the Company and its subsidiaries.
The subsidiaries above and
the Company are all controlled by Huaneng Group before and after the acquisitions.
|
9
|
Investments in subsidiaries (continued)
|
|
(ii)
|
Subsidiaries acquired from business combinations not under common control or acquired through other
ways
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
Business nature
|
|
equity interest
|
|
|
|
Country of
|
|
Type of
|
|
Registered
|
|
|
and scope
|
|
held
|
|
Name of subsidiary
|
|
incorporation
|
|
legal entity
|
|
capital
|
|
|
of operations
|
|
Direct
|
|
|
Indirect
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng
Weihai Power Limited Liability Company (“Weihai Power Company”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,781,838,288
|
|
|
Power generation
|
|
|
60
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Taicang
Power Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
804,146,700
|
|
|
Power generation
|
|
|
75
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaiyin Power Power
Limited Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
265,000,000
|
|
|
Power generation
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Huaiyin
II Power Limited Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
930,870,000
|
|
|
Power generation
|
|
|
63.64
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Xindian
Power Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
465,600,000
|
|
|
Power generation
|
|
|
95
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Shanghai
Combined Cycle Power Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
699,700,000
|
|
|
Power generation
|
|
|
70
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng International
Power Fuel Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
200,000,000
|
|
|
Wholesale of coal
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Shanghai
Shidongkou Power Generation Limited (ii) (“Shidongkou Power Company”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
990,000,000
|
|
|
Power generation
|
|
|
50
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huade County Daditaihong
Wind Power Utilization Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
5,000,000
|
|
|
Wind power development and utilization
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Nantong
Power Generation Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
798,000,000
|
|
|
Power generation
|
|
|
70
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Yingkou
Port Limited Liability Company(“Yingkou Port”) (iii)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
720,235,000
|
|
|
Loading and conveying service
|
|
|
50
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Hunan Xiangqi
Hydropower Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
328,000,000
|
|
|
Construction, operation and management of hydropower and related
projects
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Yingkou
Power Generation Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
844,030,000
|
|
|
Production and sales of electricity and heat
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Zuoquan
Coal-fired
Power Generation Limited
Liability Company
|
|
PRC
|
|
Limited liability
company
|
|
RMB
|
960,000,000
|
|
|
Construction, operation and
management of power plants and related projects
|
|
|
80
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Kangbao
Wind Power Utilization Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
370,000,000
|
|
|
Construction, operation and management of wind power generation
and related projects
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Jiuquan
Wind Power Generation Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,360,170,000
|
|
|
Construction, operation and management of wind power generation
and related projects
|
|
|
100
|
%
|
|
|
-
|
|
|
9
|
Investments in subsidiaries (continued)
|
|
(ii)
|
Subsidiaries acquired from business combinations not under common control or acquired through other
ways (continued)
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
Business nature
|
|
equity interest
|
|
|
|
Country of
|
|
Type of
|
|
Registered
|
|
|
and scope
|
|
held
|
|
Name of subsidiary
|
|
incorporation
|
|
legal entity
|
|
capital
|
|
|
of operations
|
|
Direct
|
|
|
Indirect
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng
Jiuquan II Wind Power Generation Co., Ltd.**
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
10,000,000
|
|
|
Construction, operation and management of wind
power generation and related projects
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Yumen Wind
Power Generation Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
349,580,000
|
|
|
Construction, operation and management of wind power generation
and related projects
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Wafangdian
Wind Power Generation Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
50,000,000
|
|
|
Construction, operation and management of wind power generation
and related projects
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Changtu
Wind Power Generation Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
50,000,000
|
|
|
Construction, operation and management of wind power generation
and related projects
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Rudong
Wind Power Generation Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
90,380,000
|
|
|
Construction and management of wind power generation projects
|
|
|
90
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Guangdong
Haimen Port Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
93,000,000
|
|
|
Loading warehousing and conveying services, providing facilities
services
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Taicang
Port Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
338,000,000
|
|
|
Port development and construction, coal mixture, machinery leasing
and repair
|
|
|
85
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kaifeng Xinli Power
Generation Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
146,920,000
|
|
|
Power generation
|
|
|
-
|
|
|
|
60
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Zhanhua
Cogeneration Limited Liability Company (“Zhanhua Cogeneration”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
190,000,000
|
|
|
Production and sales of electricity and steam
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shandong Hualu
Sea Transportation Limited Company (“Hualu Sea Transportation”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
100,000,000
|
|
|
Cargo transportation along domestic coastal areas
|
|
|
53
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Qingdao
Port Limited Company (“Qingdao Port”)*
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
219,845,000
|
|
|
Loading and conveying warehousing (excluding dangerous goods), conveying,
supply of water carriage materials
|
|
|
51
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Qingdao
Co-generation Limited Liability Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
202,879,000
|
|
|
Construction, operation and management of cogeneration Power plants
and related projects, production and sale of electricity and heat
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yunnan Diandong
Energy Limited Company(“Diandong Energy”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,800,000,000
|
|
|
Power generation and coal exploitation
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yunnan Diandong
Yuwang Energy Limited Company (“Diandong Yuwang”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,236,320,000
|
|
|
Power generation and coal exploitation
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Luoyuan
Ludao Pier Limited Company (“Ludao Pier”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
70,000,000
|
|
|
Port water supply, cargo loading, warehousing and shipping agent
|
|
|
100
|
%
|
|
|
-
|
|
|
9
|
Investments in subsidiaries (continued)
|
|
(ii)
|
Subsidiaries acquired from business combinations not under common control or acquired through other
ways (continued)
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
Business nature
|
|
equity interest
|
|
|
|
Country of
|
|
Type of
|
|
Registered
|
|
|
and scope
|
|
held
|
|
Name of subsidiary
|
|
incorporation
|
|
legal entity
|
|
capital
|
|
|
of operations
|
|
Direct
|
|
|
Indirect
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng
(Fuzhou) Luoyuanwan Pier Limited Company (“Luoyuanwan Pier”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
85,000,000
|
|
|
Port management, cargo loading, information advisory;
transporting and warehousing in the port, cargo transport and transfer center operation; port investment and development
|
|
|
58.3
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng (Fujian)
Harbour Limited Company (“Luoyuanwan Harbour”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
652,200,000
|
|
|
Port management, cargo loading, water transport material supply;
port investment and development
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Suzihe
Hydropower Development Limited Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
50,000,000
|
|
|
Hydropower, aquaculture, agriculture irrigation
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fujian Yingda Property
Development Limited Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
50,000,000
|
|
|
Real estate development, leasing, real estate agency services, warehousing,
loading and conveying
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fujian Xinhuanyuan
Industrial Limited Company
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
93,200,000
|
|
|
Mineral water production and sale
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enshi City Mawei
Valley Hydropower Development Co., Ltd. (“Enshi Hydropower”)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
101,080,000
|
|
|
Hydro-resource development, hydropower, aquaculture
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Tongxiang
Combined Cycle Cogeneration Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
300,000,000
|
|
|
Investment in related industries
|
|
|
95
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Nanjing
Combined Cycle Cogeneration Co., Ltd.**
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
582,000,000
|
|
|
Power generation
|
|
|
60
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Jinling
Combined Cycle Cogeneration Co., Ltd. (“Jinling CCGT”) (iv)
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
375,000,000
|
|
|
Power generation
|
|
|
51
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Fuyuan
Wind Power Generation Co., Ltd. **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
10,000,000
|
|
|
Wind Power Project investment and management
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Panxian
Wind Power Generation Co., Ltd. **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
10,000,000
|
|
|
Construction and management of wind power plants and associated
works
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Luoyang
Cogeneration Limited Liability Company (“Luoyang Cogeneration”) ***
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
600,000,000
|
|
|
Production and sales of electricity and heat to the electricity
and heat networks sales of ancillary products of electricity and heat generation
|
|
|
80
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Jiangxi
Clean Energy Limited Liability Company**
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
5,000,000
|
|
|
Development, management and construction of clean energy project
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng HunanSubaoding
Wind Power Generation Co., Ltd. **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
6,000,000
|
|
|
Construction and operation of wind power plants and associated works
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Suixian
Jieshan Wind Power Generation Co., Ltd. **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
2,000,000
|
|
|
Construction and operation of wind power plants and associated works
|
|
|
100
|
%
|
|
|
-
|
|
|
9
|
Investments in subsidiaries (continued)
|
|
(ii)
|
Subsidiaries acquired from business combinations not under common control or acquired through other
ways (continued)
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
Business nature
|
|
equity interest
|
|
|
|
Country of
|
|
Type of
|
|
Registered
|
|
|
and scope
|
|
held
|
|
Name of subsidiary
|
|
incorporation
|
|
legal entity
|
|
capital
|
|
|
of operations
|
|
Direct
|
|
|
Indirect
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng
Taiyuan Dongshan Combined Cycle Co- generation Co., Ltd. **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
10,000,000
|
|
|
Construction and operation of power plants; thermal
heating services
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Suzhou
Combined Cycle Co-generation Co., Ltd. **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
30,000,000
|
|
|
Construction and management of natural gas power plant and associated
works ; installation and maintenance services of mechanical and electrical equipment and pipeline ; sales of hot water, demineralized
water and fly ash
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Shantou
Haimen Power Limited Liability Company **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
1,508,000,000
|
|
|
construction, operation and management of power plants and related
projects
|
|
|
80
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Chongqing
Liangjiang Power Generation Limited Liability Company **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
100,000,000
|
|
|
construction, operation and management of power plants and related
projects
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jiangsu Huayi Energy
Co., Ltd. **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
5,000,000
|
|
|
Development of new energy distribution of coal and coal products
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Xuzhou
Tongshan Wind Power Co., Ltd.**
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
169,000,000
|
|
|
Wind power
|
|
|
70
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Eastern
Yunnan Energy Mine Construction Co., Ltd.
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
10,000,000
|
|
|
Constructing and operating of mine and related construction projects
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SinoSing Power
|
|
Singapore
|
|
Limited liability company
|
|
US$
|
1,400,020,585
|
|
|
Investment holding
|
|
|
100
|
%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tuas Power
|
|
Singapore
|
|
Limited liability company
|
|
S$
|
1,338,050,000
|
|
|
Electricity and gas supply and investment holding
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tuas Power Supply
Pte Ltd.
|
|
Singapore
|
|
Limited liability company
|
|
S$
|
500,000
|
|
|
Power sales
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TPG
|
|
Singapore
|
|
Limited liability company
|
|
S$
|
1,183,000,001
|
|
|
Power generation and related by products, derivatives; developing
power supply resources, operating electricity and power sales
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TP Asset Management
Pte Ltd.
|
|
Singapore
|
|
Limited liability company
|
|
S$
|
2
|
|
|
Render of environment engineering services
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TPGS Green Energy
Pte Ltd.
|
|
Singapore
|
|
Limited liability company
|
|
S$
|
1,000,000
|
|
|
Provision of utility services
|
|
|
-
|
|
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Earth Pte Ltd.
|
|
Singapore
|
|
Limited liability company
|
|
S$
|
10,111,841
|
|
|
Consultancy in waste recycling
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Earth Singapore
Pte Ltd.
|
|
Singapore
|
|
Limited liability company
|
|
S$
|
17,816,050
|
|
|
Industrial waste management and recycling
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TP Utilities Pte
Ltd.
|
|
Singapore
|
|
Limited liability company
|
|
S$
|
160,000,001
|
|
|
Provision of utility services
|
|
|
-
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chongqing Huaqing
Energy Co., Ltd. **
|
|
PRC
|
|
Limited liability company
|
|
RMB
|
44,420,000
|
|
|
Thermal energy, cold energy installation of instrumentation, promotion
service for energy saving technology
|
|
|
-
|
|
|
|
60
|
%
|
|
9
|
Investments in subsidiaries (continued)
|
|
(ii)
|
Subsidiaries acquired from business combinations not under common control or acquired through other
ways (continued)
|
1
The indirect percentage of equity interest held represents the effective ownership interest of the Company and its subsidiaries
|
*
|
According to the capital injection agreement signed with a new shareholder of Qingdao Port and
pursuant to the revised articles of association, the Company’s shareholding and voting rights on Qingdao port changed from
100% to 51% while the Company retains the control of Qingdao port.
|
|
**
|
These companies were newly established in 2013.
|
|
***
|
In 2013, the Company acquired 60% equity interests of Luoyang Cogeneration and the Company’s
equity interests in this entity subsequently increased to 80% through further capital injection. See Note 40 for more details of
the acquisition.
|
Note:
|
(i)
|
Pursuant to an agreement entered into between the Company
and another shareholder, the Company is entrusted to vote the 25% voting rights held by the other shareholder as long as the Company
remains as the largest shareholder of Beijing Cogeneration. Thus the Company has majority voting rights required by the article
of association to control the operation and financial policies of Beijing Cogeneration. Accordingly, the Company has control over
Beijing Cogeneration.
|
|
(ii)
|
According to its article of association, the other shareholder
who holds the remaining equity interests of Shidongkou Power Company entrusts the Company to exercise all its voting rights in
relation to the operation and financial policies of Shidongkou Power Company. Accordingly, the Company has control over Shidongkou
Power Company.
|
|
(iii)
|
Pursuant to the shareholders’ agreement, the other
shareholder who holds the remaining shares of Yingkou Port entrusts the Company to exercise all its voting rights at shareholders’
meetings in relation to the operation and financial policies. Accordingly, the Company has control over Yingkou Port.
|
|
(iv)
|
Jinling CCGT was previously an associate of the Company.
In 2013, one of the non- controlling shareholders with 21% equity interests in Jinling CCGT entered into a voting in concert agreement
with the Company whereby it agreed to vote the same in respect of significant financial and operating decisions made by the Company
effective from 1 January 2013. As a result, the Company acquired control of Jinling CCGT since 1 January 2013. See Note 40 for
more details.
|
For the information of material
non-controlling interest (“NCI”), please refer to Note 41.
|
10
|
Available-for-sale financial assets
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
3,052,822
|
|
|
|
2,301,167
|
|
Investment in Shanxi Xishan Jinxing Energy Co., Ltd. (“Jinxing Energy”)
|
|
|
-
|
|
|
|
120,300
|
|
Investment in Ganlong Double-track Railway Co., Ltd.
|
|
|
200,000
|
|
|
|
500,000
|
|
Fair value changes
|
|
|
(141,658
|
)
|
|
|
131,355
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
3,111,164
|
|
|
|
3,052,822
|
|
Available-for-sale financial
assets as at December 31 include the following:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Listed securities
|
|
|
|
|
|
|
|
|
257.56 million shares (representing1.56% shareholding) of Yangtze Power
|
|
|
1,627,777
|
|
|
|
1,769,435
|
|
|
|
|
|
|
|
|
|
|
Unlisted securities
|
|
|
|
|
|
|
|
|
10% of Jinxing Energy
|
|
|
431,274
|
|
|
|
431,274
|
|
9.09% of Ganlong Double-track Railway Co., Ltd.
|
|
|
1,000,000
|
|
|
|
800,000
|
|
Others
|
|
|
52,113
|
|
|
|
52,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,483,387
|
|
|
|
1,283,387
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,111,164
|
|
|
|
3,052,822
|
|
There were no impairment provisions
on available-for-sale financial assets in 2013, 2012 and 2011.
Details of land use rights
are as follows:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Leases of between 10 to 50 years
|
|
|
4,449,886
|
|
|
|
4,250,317
|
|
Leases of over 50 years
|
|
|
41,399
|
|
|
|
46,866
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,491,285
|
|
|
|
4,297,183
|
|
All the lands located in the
PRC and Singapore are leased from respective governments according to corresponding regulations applied across the countries. The
Company and its subsidiaries will renew the leases according to the operation requirements of the Company and its subsidiaries
and the related regulations of respective countries.
As at December 31, 2013, no
land use right was secured for bank loan (2012: nil).
|
12
|
Power generation licence
|
The movements in the carrying
amount of power generation licence during the years are as follows:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
4,084,506
|
|
|
|
3,904,056
|
|
|
|
|
|
|
|
|
|
|
Movement:
|
|
|
|
|
|
|
|
|
Opening net book value
|
|
|
4,084,506
|
|
|
|
3,904,056
|
|
Currency translation differences
|
|
|
(247,337
|
)
|
|
|
180,450
|
|
|
|
|
|
|
|
|
|
|
Closing net book value
|
|
|
3,837,169
|
|
|
|
4,084,506
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
3,837,169
|
|
|
|
4,084,506
|
|
The Company and its subsidiaries
acquired the power generation license in connection with the acquisition of Tuas Power. The power generation license was initially
recognized at fair value at the acquisition date. Tuas Power operates power plants in Singapore pursuant to the license granted
by the Energy Market Authority for a period of 30 years from 2003 until 2032. The license was extended to 2044 during 2011 with
minimal costs and is subject to further renewal. The Company and its subsidiaries expect that the applicable rules and regulations
surrounding the renewal can be complied with based on the current market framework. The Company and its subsidiaries assessed the
useful life of the power generation license at December 31, 2013 as indefinite and therefore the license is not amortized.
Impairment test of power
generation licence
Power generation license belongs
to and has been assigned to Tuas Power, a CGU. The recoverable amount of the CGU is determined based on value-in-use calculation.
Management prepared the impairment model based on budget approved by the Board and various factors, such as inflation, power demand
and other factors as well as the terminal value.
Key assumptions used for value-in-use
calculation:
Management has assessed that,
amongst all assumptions used in the value-in-use calculations, the most sensitive key assumption is the discount rate which was
arrived at based on weighted average cost of capital. The discount rate applied in determining the recoverable amounts of the CGU
was 7.05% (2012: 6.72%). An absolute increase in the discount rate of 0.5% (2012: 0.5%) would result in approximately RMB1,599
million (2012: RMB1,767 million) decrease in the recoverable amount of the CGU.
Other key assumptions include
projection of its business performance based on estimation of future electricity tariffs, volume of electricity sold, fuel prices
and other operating expenses, which are largely with reference to advices from the financial advisor engaged and an external study
conducted by industry specialist to project the market demand and supply situation, as well as forward trend of electricity prices.
On average, the growth and inflation rates of 2.2% and 2.8% (2012: 6% and 2.1%) were used in consideration of future expansion
plans and new development projects as part of the long-term strategy.
Based on the assessments, no
impairment was provided for the power generation licence.
|
13
|
Derivative financial instruments
|
Details of derivative financial
instruments are as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Derivative financial assets
|
|
|
|
|
|
|
|
|
- Hedging instruments for cash flow hedge (fuel swap contracts)
|
|
|
47,210
|
|
|
|
66,599
|
|
- Hedging instruments for cash flow hedge (exchange forward contracts)
|
|
|
34,979
|
|
|
|
1,106
|
|
- Financial instruments at fair value through profit or loss (fuel swap contracts)
|
|
|
23,783
|
|
|
|
1,286
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
105,972
|
|
|
|
68,991
|
|
|
|
|
|
|
|
|
|
|
Less: non-current portion
|
|
|
|
|
|
|
|
|
- Hedging instruments for cash flow hedge (fuel swap contracts)
|
|
|
8,826
|
|
|
|
13,532
|
|
- Hedging instruments for cash flow hedge (exchange forward contracts)
|
|
|
4,785
|
|
|
|
191
|
|
- Financial instruments at fair value through profit or loss (fuel swap contracts)
|
|
|
634
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total non-current portion
|
|
|
14,245
|
|
|
|
13,723
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
|
91,727
|
|
|
|
55,268
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
- Hedging instruments for cash flow hedge (fuel swap contracts)
|
|
|
15,259
|
|
|
|
47,033
|
|
- Hedging instruments for cash flow hedge (exchange forward contracts)
|
|
|
1,382
|
|
|
|
56,576
|
|
- Hedging instruments for cash flow hedge (interest rate swap contract)
|
|
|
380,541
|
|
|
|
820,823
|
|
- Financial instruments at fair value through profit or loss (fuel swap contracts)
|
|
|
29,814
|
|
|
|
1,214
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
426,996
|
|
|
|
925,646
|
|
|
|
|
|
|
|
|
|
|
Less: non-current portion
|
|
|
|
|
|
|
|
|
- Hedging instruments for cash flow hedge (fuel swap contracts)
|
|
|
2,093
|
|
|
|
6,979
|
|
- Hedging instruments for cash flow hedge (exchange forward contracts)
|
|
|
210
|
|
|
|
9,203
|
|
- Hedging instruments for cash flow hedge (interest rate swap contract)
|
|
|
380,541
|
|
|
|
820,823
|
|
- Financial instruments at fair value through profit or loss (fuel swap contracts)
|
|
|
561
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total non-current portion
|
|
|
383,405
|
|
|
|
837,005
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
|
43,591
|
|
|
|
88,641
|
|
|
13
|
Derivative financial instruments (Continued)
|
For the years ended December 31,
2013, 2012 and 2011, no material ineffective portion was recognized in the profit or loss arising from cash flow hedges.
The Company uses an interest
rate swap contract to hedge its interest rate risk against one of its variable rate loans. The notional principal amount of the
outstanding interest rate swap contract at December 31, 2013 was US$304 million (RMB equivalents of RMB1,853.46 million) (2012:
US$336 million (RMB equivalents of RMB2,111.93 million)). Through this arrangement, the Company pays an annual fixed interest of
4.40% while the original annual floating interest expense (6-month LIBOR+1%) attached in the loan is offset by the receivable leg
of the interest rate swap. Such a swap is settled on a quarterly basis from September 2009 to September 2019.
TPG uses exchange forward contracts
to hedge its foreign exchange risk arising from highly probable forecast purchase transactions. It also uses fuel oil swap contracts
to hedge its fuel price risk arising from highly probable forecast purchases of fuel purchases.
TPG also uses various interest
rate swap contracts to hedge floating semi-annual interest payments on borrowings with maturity dates up to 2020. The notional
principal amount of these outstanding interest rate swap contracts at December 31, 2013 was S$1,482 million (RMB equivalents of
RMB7,090.63 million) (2012: S$1,564 million (RMB equivalents of RMB7,965.30 million)). Through these arrangements, TPG swaps original
floating interest (6-month SOR) to annual fixed interest determined by individual swap contracts. Such swap contracts are settled
semi-annually from September 2011 to March 2020. As at December 31, 2013, these interest rate swap contracts are carried on the
balance sheet as financial liability of RMB263.97 million (2012: financial liability of RMB610.69 million).
|
13
|
Derivative financial instruments (continued)
|
The analysis of contractual
cash inflows/(outflows) of major derivative financial instruments are as follows:
|
|
|
|
|
Cash flows
|
|
|
|
Carrying
|
|
|
Contractual
|
|
|
|
|
|
Between 1
|
|
|
|
|
|
|
amounts
|
|
|
cash flows
|
|
|
Within 1 year
|
|
|
and 5 years
|
|
|
After 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel derivatives used for hedging (net settlement)
|
|
|
47,210
|
|
|
|
47,210
|
|
|
|
38,384
|
|
|
|
8,826
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts used for hedging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- inflows
|
|
|
|
|
|
|
2,401,875
|
|
|
|
1,967,829
|
|
|
|
434,046
|
|
|
|
-
|
|
- outflows
|
|
|
|
|
|
|
(2,366,753
|
)
|
|
|
(1,937,889
|
)
|
|
|
(428,864
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,979
|
|
|
|
35,122
|
|
|
|
29,940
|
|
|
|
5,182
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel derivatives that do not qualify as hedges (net settlement)
|
|
|
23,783
|
|
|
|
23,783
|
|
|
|
23,149
|
|
|
|
634
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel derivatives used for hedging (net settlement)
|
|
|
15,259
|
|
|
|
(15,259
|
)
|
|
|
(13,166
|
)
|
|
|
(2,093
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts used for hedging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- inflows
|
|
|
|
|
|
|
1,155,192
|
|
|
|
1,107,633
|
|
|
|
47,559
|
|
|
|
-
|
|
- outflows
|
|
|
|
|
|
|
(1,156,600
|
)
|
|
|
(1,108,862
|
)
|
|
|
(47,738
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
|
(1,408
|
)
|
|
|
(1,229
|
)
|
|
|
(179
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net-settled interest rate swaps used for hedging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- net cash inflows/(outflows)
|
|
|
380,541
|
|
|
|
(734,300
|
)
|
|
|
(208,667
|
)
|
|
|
(487,961
|
)
|
|
|
(37,672
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel derivatives that do not qualify as hedges (net settlement)
|
|
|
29,814
|
|
|
|
(29,814
|
)
|
|
|
(29,253
|
)
|
|
|
(561
|
)
|
|
|
-
|
|
|
13
|
Derivative financial instruments (continued)
|
|
|
|
|
|
Cash flows
|
|
|
|
Carrying
|
|
|
Contractual
|
|
|
|
|
|
Between 1
|
|
|
|
|
|
|
amounts
|
|
|
cash flows
|
|
|
Within 1 year
|
|
|
and 5 years
|
|
|
After 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel derivatives used for hedging (net settlement)
|
|
|
66,599
|
|
|
|
66,599
|
|
|
|
53,067
|
|
|
|
13,532
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts used for hedging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- inflows
|
|
|
|
|
|
|
157,613
|
|
|
|
103,183
|
|
|
|
54,430
|
|
|
|
-
|
|
- outflows
|
|
|
|
|
|
|
(156,386
|
)
|
|
|
(102,220
|
)
|
|
|
(54,166
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,106
|
|
|
|
1,227
|
|
|
|
963
|
|
|
|
264
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel derivatives that do not qualify as hedges (net settlement)
|
|
|
1,286
|
|
|
|
1,286
|
|
|
|
1,286
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel derivatives used for hedging (net settlement)
|
|
|
47,033
|
|
|
|
(47,033
|
)
|
|
|
(40,053
|
)
|
|
|
(6,980
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts used for hedging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- inflows
|
|
|
|
|
|
|
3,867,604
|
|
|
|
3,452,919
|
|
|
|
414,685
|
|
|
|
-
|
|
- outflows
|
|
|
|
|
|
|
(3,922,039
|
)
|
|
|
(3,498,963
|
)
|
|
|
(423,076
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,576
|
|
|
|
(54,435
|
)
|
|
|
(46,044
|
)
|
|
|
(8,391
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net-settled interest rate swaps used for hedging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- net cash inflows/(outflows)
|
|
|
820,823
|
|
|
|
(1,054,458
|
)
|
|
|
(209,866
|
)
|
|
|
(666,008
|
)
|
|
|
(178,584
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel derivatives that do not qualify as hedges (net settlement)
|
|
|
1,214
|
|
|
|
(1,214
|
)
|
|
|
(1,214
|
)
|
|
|
-
|
|
|
|
-
|
|
The movements in the carrying
amount of goodwill during the years are as follows:
As at 1 January 2012
|
|
|
|
|
Cost
|
|
|
14,317,413
|
|
Accumulated impairment loss
|
|
|
(427,234
|
)
|
|
|
|
|
|
Net book value
|
|
|
13,890,179
|
|
|
|
|
|
|
Movement in 2012:
|
|
|
|
|
Opening net book value
|
|
|
13,890,179
|
|
Impairment charge
|
|
|
(107,735
|
)
|
Currency translation differences
|
|
|
500,639
|
|
Adjustment on 2011 acquisitions
|
|
|
134,460
|
|
|
|
|
|
|
Closing net book value
|
|
|
14,417,543
|
|
|
|
|
|
|
As at December 31, 2012
|
|
|
|
|
Cost
|
|
|
14,952,512
|
|
Accumulated impairment loss
|
|
|
(534,969
|
)
|
|
|
|
|
|
Net book value
|
|
|
14,417,543
|
|
Movement in 2013:
|
|
|
|
|
Opening net book value
|
|
|
14,417,543
|
|
Impairment charge
|
|
|
(980,513
|
)
|
Currency translation differences
|
|
|
(678,999
|
)
|
|
|
|
|
|
Closing net book value
|
|
|
12,758,031
|
|
|
|
|
|
|
As at December 31, 2013
|
|
|
|
|
Cost
|
|
|
14,273,513
|
|
Accumulated impairment loss
|
|
|
(1,515,482
|
)
|
|
|
|
|
|
Net book value
|
|
|
12,758,031
|
|
Impairment tests for goodwill
Goodwill is allocated to the
CGUs of the Company and its subsidiaries.
The carrying amounts of major
goodwill allocated to individual CGUs are as follows:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
PRC Power segment:
|
|
|
|
|
|
|
|
|
Yueyang Power Company
|
|
|
100,907
|
|
|
|
100,907
|
|
Pingliang Power Company
|
|
|
-
|
|
|
|
-
|
|
Beijing Cogeneration
|
|
|
95,088
|
|
|
|
95,088
|
|
Yangliuqing Cogeneration
|
|
|
151,459
|
|
|
|
151,459
|
|
Diandong Energy
|
|
|
1,307,558
|
|
|
|
1,307,558
|
|
Diandong Yuwang
|
|
|
438,883
|
|
|
|
438,883
|
|
|
|
|
|
|
|
|
|
|
Singapore segment:
|
|
|
|
|
|
|
|
|
Tuas Power
|
|
|
10,348,687
|
|
|
|
11,420,177
|
|
|
|
|
|
|
|
|
|
|
All other segments:
|
|
|
|
|
|
|
|
|
Qingdao Port
|
|
|
-
|
|
|
|
107,002
|
|
Luoyuanwan Harbour
|
|
|
-
|
|
|
|
309,270
|
|
The recoverable amount of a
CGU is determined based on value-in-use calculations. For domestic CGUs, these calculations use cash flow projections based on
management’s financial budgets covering periods of no more than five years. The Company expects cash flows beyond such periods
will be similar to that of the respective final forecast years on existing production capacity.
In connection to the goodwill
attached to Tuas Power, management has based their assessment of recoverable amount on value-in-use calculations. Management prepared
the impairment model based on budget approved by the Board and various factors, such as inflation, power demand and other factors
as well as the terminal value. On average, the growth and inflation rates of 2.2% and 2.8%, were used in consideration of future
expansion plans and new development projects as part of the long-term strategy.
Discount rates used for value-in-use
calculations:
Yueyang Power Company
|
|
|
8.80
|
%
|
Beijing Cogeneration
|
|
|
8.80
|
%
|
Yangliuqing Cogeneration
|
|
|
8.80
|
%
|
Diandong Energy
|
|
|
8.80
|
%
|
Diandong Yuwang
|
|
|
8.80
|
%
|
Tuas Power
|
|
|
7.05
|
%
|
Qingdao Port
|
|
|
9.04
|
%
|
Luoyuanwan Harbor
|
|
|
9.04
|
%
|
Key assumptions used for value-in-use
calculations:
Key assumptions applied in
the impairment tests include the expected tariff rates, demands of electricity in specific regions where these power plants are
located, fuel cost and the expected throughput and price of the related port. Management determined these key assumptions based
on past performance and its expectations on market development. The discount rates used reflect specific risks relating to individual
CGUs. Management believes that any reasonably possible change in any of these key assumptions on which recoverable amounts of individual
CGUs are based may cause carrying amounts of individual CGUs to exceed their recoverable amounts. Please refer to Note 4 and 12
for details of respective sensitivity analysis on domestic and oversea CGU impairment testing.
In 2013, due to the external
environment deterioration in respect of shipping market, the utilization of port was below expectation and the price was at a lower
level. Based on the impairment testing results, the goodwill arising from the acquisition of Luoyuanwan Harbour, Qingdao Port and
Hualu Sea Transportation were fully impaired. Besides, the goodwill arising from the acquisition of Enshi Hydropower was assessed
as fully impaired due to the fact that the capital expenditure of the power plant was higher than the original expectation. The
above mentioned goodwill impairment provided in 2013 approximately amounted to RMB586 million. For Singapore segment, the goodwill
in respect of Tuas Power acquisition was impaired of RMB392 million in 2013 as a result of the power market change in Singapore.
In 2012 and 2011, no goodwill
was impaired except for the goodwill arising from acquisition of Pingliang Power Company and acquisition of Zhanhua Cogeneration,
respectively.
|
15
|
Other non-current assets
|
Details of other non-current
assets are as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Intangible assets*
|
|
|
466,111
|
|
|
|
415,524
|
|
Deferred employee housing subsidies
|
|
|
5,787
|
|
|
|
6,728
|
|
Prepayments for switchhouse and metering station
|
|
|
11,693
|
|
|
|
13,760
|
|
Prepaid connection fees
|
|
|
101,913
|
|
|
|
115,284
|
|
Prepaid territorial waters use right**
|
|
|
793,410
|
|
|
|
814,813
|
|
Finance lease receivables
|
|
|
551,509
|
|
|
|
589,136
|
|
VAT recoverable
|
|
|
574,892
|
|
|
|
540,505
|
|
Others
|
|
|
659,752
|
|
|
|
587,144
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,165,067
|
|
|
|
3,082,894
|
|
|
*
|
The intangible assets consist of software, patented technologies and land use rights granted by
government. In 2013, there is no impairment provided for the intangible assets (2012: RMB nil).
|
|
**
|
The prepaid territorial waters use right are amortized over the contractual period of 50 years.
As at December 31, 2013, territorial waters use right with net book value amounting to RMB82.42 million (2012: RMB84.40 million)
was secured to a bank as collateral against a long-term loan of RMB69 million (2012: RMB97 million) (Note 23).
|
Inventories comprised:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Fuel (coal and oil) for power generation
|
|
|
5,046,248
|
|
|
|
5,648,973
|
|
Material and supplies
|
|
|
1,593,074
|
|
|
|
1,555,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,639,322
|
|
|
|
7,204,736
|
|
Less: provision for inventory obsolescence
|
|
|
(170,296
|
)
|
|
|
(182,352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
6,469,026
|
|
|
|
7,022,384
|
|
|
16
|
Inventories (continued)
|
Movements of provision for
inventory obsolescence during the years are analyzed as follows:
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
(182,352
|
)
|
|
|
(179,724
|
)
|
|
|
(191,352
|
)
|
Provision
|
|
|
(2,336
|
)
|
|
|
(14,612
|
)
|
|
|
(1
|
)
|
Reversal
|
|
|
3,160
|
|
|
|
2,457
|
|
|
|
3,354
|
|
Write-offs
|
|
|
3,551
|
|
|
|
14,625
|
|
|
|
2,408
|
|
Currency translation differences
|
|
|
7,681
|
|
|
|
(5,098
|
)
|
|
|
5,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
(170,296
|
)
|
|
|
(182,352
|
)
|
|
|
(179,724
|
)
|
|
17
|
Other receivables and assets
|
Other receivables and assets
comprised the following:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Prepayments for inventories
|
|
|
334,368
|
|
|
|
780,042
|
|
Prepayments for pre-construction cost
|
|
|
421,944
|
|
|
|
415,621
|
|
Prepaid income tax
|
|
|
88,854
|
|
|
|
14,850
|
|
Others
|
|
|
93,038
|
|
|
|
127,705
|
|
|
|
|
|
|
|
|
|
|
Total prepayments
|
|
|
938,204
|
|
|
|
1,338,218
|
|
|
|
|
|
|
|
|
|
|
Staff advances
|
|
|
15,566
|
|
|
|
14,153
|
|
Dividends receivable
|
|
|
150,000
|
|
|
|
50,000
|
|
Financial lease receivables
|
|
|
13,842
|
|
|
|
13,746
|
|
Fuel receivables
|
|
|
-
|
|
|
|
211,987
|
|
Interest receivables
|
|
|
70
|
|
|
|
65
|
|
Others
|
|
|
406,522
|
|
|
|
448,755
|
|
|
|
|
|
|
|
|
|
|
Subtotal other receivables
|
|
|
586,000
|
|
|
|
738,706
|
|
|
|
|
|
|
|
|
|
|
Less: provision for doubtful accounts
|
|
|
(30,673
|
)
|
|
|
(28,641
|
)
|
|
|
|
|
|
|
|
|
|
Total other receivables, net
|
|
|
555,327
|
|
|
|
710,065
|
|
|
|
|
|
|
|
|
|
|
VAT recoverable
|
|
|
579,450
|
|
|
|
942,112
|
|
|
|
|
|
|
|
|
|
|
Gross total
|
|
|
2,103,654
|
|
|
|
3,019,036
|
|
|
|
|
|
|
|
|
|
|
Net total
|
|
|
2,072,981
|
|
|
|
2,990,395
|
|
|
17
|
Other receivables and assets (continued)
|
Please refer to Note 35 for
details of other receivables and assets due from the related parties.
The gross amounts of other
receivables of the Company and its subsidiaries are denominated in the following currencies:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
RMB
|
|
|
523,279
|
|
|
|
667,151
|
|
S$ (RMB equivalent)
|
|
|
53,638
|
|
|
|
68,956
|
|
US$ (RMB equivalent)
|
|
|
9,083
|
|
|
|
2,599
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
586,000
|
|
|
|
738,706
|
|
Movements of provision for
doubtful accounts during the years are analyzed as follows:
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
(28,641
|
)
|
|
|
(26,505
|
)
|
|
|
(42,045
|
)
|
Reclassification to assets held for sale
|
|
|
51
|
|
|
|
-
|
|
|
|
-
|
|
Acquisitions
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,355
|
)
|
Provision
|
|
|
(2,096
|
)
|
|
|
(2,774
|
)
|
|
|
-
|
|
Reversal
|
|
|
13
|
|
|
|
638
|
|
|
|
16,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
(30,673
|
)
|
|
|
(28,641
|
)
|
|
|
(26,505
|
)
|
As at December 31, 2013, there
was no indication of impairment relating to other receivables which were not past due and no provision was made (2012: nil).
Other receivables of RMB104
million (2012: RMB105 million) were past due but not impaired. These amounts mainly represent funds deposited in a government agency
and are fully recoverable. The ageing analysis of these other receivables was as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Within 1 year
|
|
|
15,120
|
|
|
|
13,381
|
|
Between 1 to 2 years
|
|
|
289
|
|
|
|
21,026
|
|
Between 2 to 3 years
|
|
|
20,648
|
|
|
|
202
|
|
Over 3 years
|
|
|
67,855
|
|
|
|
70,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103,912
|
|
|
|
105,092
|
|
|
17
|
Other receivables and assets (continued)
|
As at December 31, 2013, other
receivables of RMB37 million which were past due (2012: RMB34 million) were impaired and a provision of RMB31 million (2012: RMB29
million) has been provided against the receivables. The individually impaired receivables have been long outstanding without any
repayment agreements in place or possibility of renegotiation. It was assessed that a substantial portion of the receivables is
not expected to be recovered. The ageing of these other receivables was as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Within 1 year
|
|
|
965
|
|
|
|
807
|
|
Between 1 to 2 years
|
|
|
120
|
|
|
|
94
|
|
Between 2 to 3 years
|
|
|
-
|
|
|
|
233
|
|
Over 3 years
|
|
|
35,546
|
|
|
|
32,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,631
|
|
|
|
33,635
|
|
Accounts receivable comprised
the following:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
14,812,913
|
|
|
|
14,953,794
|
|
Notes receivable
|
|
|
755,331
|
|
|
|
357,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,568,244
|
|
|
|
15,311,383
|
|
Less: provision for doubtful accounts
|
|
|
(6,123
|
)
|
|
|
(11,419
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
15,562,121
|
|
|
|
15,299,964
|
|
The gross amounts of account
receivables of the Company and its subsidiaries are denominated in the following currencies:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
RMB
|
|
|
14,598,779
|
|
|
|
14,111,899
|
|
S$ (RMB equivalent)
|
|
|
963,349
|
|
|
|
1,188,323
|
|
US$ (RMB equivalent)
|
|
|
6,116
|
|
|
|
11,161
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
15,568,244
|
|
|
|
15,311,383
|
|
The Company and its subsidiaries
usually grant about one month’s credit period to local power grid customers from the end of the month in which the sales
are made, except for SinoSing Power which provides credit period that ranged from 5 to 60 days from the dates of billings. Certain
accounts receivables of Singapore subsidiaries are backed by bankers’ guarantees and/or deposit from customers. It is not
practicable to determine the fair value of the collaterals that correspond to these accounts receivable.
|
18
|
Accounts receivable (continued)
|
As at December 31, 2013, accounts
receivable of the Company and its subsidiaries of approximately RMB6,501 million (2012: RMB6,319 million) was secured to a bank
as collateral against short-term loans of RMB 6,000 million (2012: RMB6,250 million) (Note 29). For the collateral of notes receivable,
please refer to Note 26 for details.
Movements of provision for
doubtful accounts during the years are analyzed as follows:
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
(11,419
|
)
|
|
|
(24,033
|
)
|
|
|
(25,008
|
)
|
Acquisition
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,237
|
)
|
Provision
|
|
|
(24
|
)
|
|
|
(62
|
)
|
|
|
(79
|
)
|
Reversal
|
|
|
4,717
|
|
|
|
12,508
|
|
|
|
2,931
|
|
Write-off
|
|
|
50
|
|
|
|
28
|
|
|
|
393
|
|
Reclassification to assets held for sale (Note 19)
|
|
|
298
|
|
|
|
-
|
|
|
|
-
|
|
Currency translation differences
|
|
|
255
|
|
|
|
140
|
|
|
|
967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
(6,123
|
)
|
|
|
(11,419
|
)
|
|
|
(24,033
|
)
|
Ageing analysis of accounts
receivable was as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Within 1 year
|
|
|
15,347,876
|
|
|
|
15,236,883
|
|
Between 1 to 2 years
|
|
|
188,778
|
|
|
|
49,693
|
|
Between 2 to 3 years
|
|
|
25,326
|
|
|
|
12,951
|
|
Over 3 years
|
|
|
6,264
|
|
|
|
11,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,568,244
|
|
|
|
15,311,383
|
|
As at December 31, 2013, the
maturity period of the notes receivable ranged from 1 to 6 months (2012: from 1 to 6 months).
As at December 31, 2013 and
2012, there was no indication of impairment relating to accounts receivable which were not past due and no provision was made.
As at December 31, 2013, accounts
receivable of RMB6 million (2012: RMB11 million) were impaired. The amount of the provision was RMB6 million as at December 31,
2013 (2012: RMB11 million). The ageing of these accounts receivable was as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Less than 1 year
|
|
|
-
|
|
|
|
27
|
|
Between 2 to 3 years
|
|
|
-
|
|
|
|
7
|
|
Over 3 years
|
|
|
6,123
|
|
|
|
11,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,123
|
|
|
|
11,419
|
|
Receivables that were past
due but not impaired relate to a number of independent customers that have a good track record with the Company and its subsidiaries.
Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has
not been a significant change in credit quality and the balances are still considered fully recoverable.
|
19
|
Disposal group held for sale
|
On 18 December 2013, the Company
signed an equity transfer agreement with a third party to transfer its 49% equity interests in Luoyuanwan Harbour (with control
retained with the Company), and all the equity interests the Company held in Luoyuanwan Pier and Ludao Pier. The transactions were
completed in early 2014 with no significant cost in relation to the disposal. Management are of the view that Luoyuanwan Pier and
Ludao Pier do not constitute a separate major line of business and accordingly do not meet the criteria of discontinued operations.
Luoyuanwan Pier and Ludao Pier were previously consolidated by the Company prior to the equity interest transfer and the related
assets and liabilities have been reclassified as disposal group held for sale and presented separately in the balance sheet. The
consideration of the equity transfer is higher than the carrying amount of the net assets of these entities attributable to the
Company.
At December 31, 2013, the disposal
group was stated at carrying amount which was lower than the fair value less cost to sell and comprised the following assets and
liabilities.
|
|
As at 31
December 2013
|
|
|
|
|
|
Property, plant and equipment
|
|
|
363,948
|
|
Land use rights
|
|
|
76,332
|
|
Other non-current assets
|
|
|
13,443
|
|
Inventories
|
|
|
1,296
|
|
Other receivables and assets
|
|
|
3,690
|
|
Accounts receivable
|
|
|
64,474
|
|
Bank balances and cash
|
|
|
34,488
|
|
Assets held for sale
|
|
|
557,671
|
|
Long-term loans
|
|
|
4,550
|
|
Accounts payable and other liabilities
|
|
|
5,595
|
|
Taxes payable
|
|
|
5,231
|
|
Deferred income tax liabilities
|
|
|
22,063
|
|
Other non-current liabilities
|
|
|
13,733
|
|
Liabilities held for sale
|
|
|
51,172
|
|
The non-recurring fair value
measurement for the disposal group was based on the consideration specified in the equity transfer agreement, which has been categorized
as Level 1 fair value.
There is no cumulative income
or expenses included in other comprehensive income relating to the disposal group.
|
|
2013
|
|
|
2012
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
of Shares
|
|
|
Share capital
|
|
|
of Shares
|
|
|
Share capital
|
|
|
|
|
|
|
RMB ’000
|
|
|
|
|
|
RMB ’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January and December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A shares
|
|
|
10,500,000,000
|
|
|
|
10,500,000
|
|
|
|
10,500,000,000
|
|
|
|
10,500,000
|
|
Overseas listed foreign shares
|
|
|
3,555,383,440
|
|
|
|
3,555,383
|
|
|
|
3,555,383,440
|
|
|
|
3,555,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
14,055,383,440
|
|
|
|
14,055,383
|
|
|
|
14,055,383,440
|
|
|
|
14,055,383
|
|
All shares issued by the Company
were fully paid. The holders of domestic shares and overseas listed foreign shares, with minor exceptions, are entitled to the
same economic and voting rights. None of the issued A shares (2012: 500,000,000 shares) are within the lock-up period.
According to the Company Law
of the PRC, the Company’s articles of association and board resolutions, the Company appropriates 10% of each year’s
net profit under PRC GAAP to the statutory surplus reserve. The Company has the option to cease provision for such reserve when
it reaches 50% of the registered share capital. Upon the approval from relevant authorities, this reserve can be used to make up
any losses incurred or to increase share capital. Except for offsetting against losses, this reserve cannot fall below 25% of the
share capital after being used to increase share capital.
As the statutory surplus reserve
has exceeded 50% of the registered share capital, there has been no appropriation of statutory surplus reserve for the year ended
December 31, 2013 (2012: RMB72 million in relation to the profit appropriation of 2011).
Appropriation of discretionary
surplus reserve is proposed by the Board of Directors, and approved by the general meeting of shareholders. This reserve can be
used to make up any losses incurred in prior years or to increase the share capital after obtaining relevant approvals. For the
years ended December 31, 2012 and 2013, no provision was made to the discretionary surplus reserve.
According to the articles of
association, distributable profit of the Company is derived based on the lower of amounts determined in accordance with (a) PRC
GAAP and (b) IFRS. The amount of distributable profit resulting from the current year operation for the year ended December 31,
2013 was approximately RMB10.43 billion (2012 and 2011: RMB5.51 billion and RMB1.13 billion).
On 18 March 2014, the Board
of Directors proposed a cash dividend of RMB0.38 per share, totaling approximately RMB5,341 million. This proposal is subject to
the approval of the shareholders at the annual general meeting.
On 19 June 2013, upon the approval
from the annual general meeting of the shareholders, the Company declared 2012 final dividend of RMB0.21 (2011: RMB0.05) per ordinary
share, which totaled approximately RMB2,952 million (2011: RMB703 million).
Long-term loans comprised the
following:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Loans from Huaneng Group (a)
|
|
|
640,485
|
|
|
|
800,000
|
|
Bank loans (b)
|
|
|
71,136,396
|
|
|
|
80,386,702
|
|
Other loans (c)
|
|
|
1,533,746
|
|
|
|
434,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,310,627
|
|
|
|
81,621,527
|
|
Less: Current portion of long-term loans
|
|
|
(12,796,956
|
)
|
|
|
(9,056,703
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
60,513,671
|
|
|
|
72,564,824
|
|
|
(a)
|
Loans from Huaneng Group
|
Details of loans from Huaneng
Group of the Company and its subsidiaries are as follows:
|
|
As at December 31, 2013
|
|
|
|
Original
|
|
|
RMB
|
|
|
Less: Current
|
|
|
Non-current
|
|
|
Annual
|
|
|
|
currency
|
|
|
equivalent
|
|
|
portion
|
|
|
portion
|
|
|
interest rate
|
|
|
|
’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans from Huaneng Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Variable rate
|
|
|
640,485
|
|
|
|
640,485
|
|
|
|
-
|
|
|
|
640,485
|
|
|
|
5.54
|
%
|
|
|
As at December 31, 2012
|
|
|
|
Original
|
|
|
RMB
|
|
|
Less: Current
|
|
|
Non-current
|
|
|
Annual
|
|
|
|
currency
|
|
|
equivalent
|
|
|
portion
|
|
|
portion
|
|
|
interest rate
|
|
|
|
’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans from Huaneng Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
800,000
|
|
|
|
800,000
|
|
|
|
(800,000
|
)
|
|
|
-
|
|
|
|
4.05%-4.60
|
%
|
|
23
|
Long-term loans (continued)
|
Details of bank loans of the
Company and its subsidiaries are as follows:
|
|
As at December 31, 2013
|
|
|
|
Original
|
|
|
RMB
|
|
|
Less: Current
|
|
|
Non-current
|
|
|
Annual
|
|
|
|
currency
|
|
|
equivalent
|
|
|
portion
|
|
|
portion
|
|
|
interest rate
|
|
|
|
’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
11,541,760
|
|
|
|
11,541,760
|
|
|
|
(1,185,460
|
)
|
|
|
10,356,300
|
|
|
|
5.90%-6.55%
|
|
- Variable rate
|
|
|
80,000
|
|
|
|
80,000
|
|
|
|
-
|
|
|
|
80,000
|
|
|
|
6.55%
|
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
38,968,173
|
|
|
|
38,968,173
|
|
|
|
(10,673,883
|
)
|
|
|
28,294,290
|
|
|
|
4.20%-6.55%
|
|
- Variable rate
|
|
|
2,595,000
|
|
|
|
2,595,000
|
|
|
|
(10,000
|
)
|
|
|
2,585,000
|
|
|
|
5.54%-6.22%
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
7,846
|
|
|
|
47,838
|
|
|
|
(31,580
|
)
|
|
|
16,258
|
|
|
|
6.36%
|
|
- Variable rate
|
|
|
608,371
|
|
|
|
3,709,177
|
|
|
|
(422,926
|
)
|
|
|
3,286,251
|
|
|
|
0.81%-1.74%
|
|
S$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Variable rate
|
|
|
2,848,480
|
|
|
|
13,628,555
|
|
|
|
(363,253
|
)
|
|
|
13,265,302
|
|
|
|
1.95%
|
|
€
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
67,217
|
|
|
|
565,893
|
|
|
|
(78,450
|
)
|
|
|
487,443
|
|
|
|
2.00%-2.15%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
71,136,396
|
|
|
|
(12,765,552
|
)
|
|
|
58,370,844
|
|
|
|
|
|
|
|
As at December 31, 2012
|
|
|
|
Original
|
|
|
RMB
|
|
|
Less: Current
|
|
|
Non-current
|
|
|
Annual
|
|
|
|
currency
|
|
|
equivalent
|
|
|
portion
|
|
|
portion
|
|
|
interest rate
|
|
|
|
’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Variable rate
|
|
|
2,462
|
|
|
|
15,478
|
|
|
|
-
|
|
|
|
15,478
|
|
|
|
2.74%
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
12,603,780
|
|
|
|
12,603,780
|
|
|
|
(1,057,020
|
)
|
|
|
11,546,760
|
|
|
|
5.90%-6.55%
|
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
47,892,706
|
|
|
|
47,892,706
|
|
|
|
(6,266,734
|
)
|
|
|
41,625,972
|
|
|
|
4.51%-7.05%
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
13,026
|
|
|
|
81,875
|
|
|
|
(32,558
|
)
|
|
|
49,317
|
|
|
|
6.36%
|
|
- Variable rate
|
|
|
677,738
|
|
|
|
4,259,924
|
|
|
|
(436,008
|
)
|
|
|
3,823,916
|
|
|
|
0.54%-1.79%
|
|
S$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Variable rate
|
|
|
2,924,883
|
|
|
|
14,896,139
|
|
|
|
(386,668
|
)
|
|
|
14,509,471
|
|
|
|
2.15%
|
|
€
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
76,560
|
|
|
|
636,800
|
|
|
|
(77,715
|
)
|
|
|
559,085
|
|
|
|
2.00%-2.15%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
80,386,702
|
|
|
|
(8,256,703
|
)
|
|
|
72,129,999
|
|
|
|
|
|
As at December 31, 2013, a long-term
loan of RMB69 million (December 31, 2012: RMB97 million) is secured by territorial waters use right with net book value amounting
to RMB82.42 million (December 31, 2012: RMB84.40 million).
As at December 31, 2013, a long-term
loan of RMB123 million (December 31, 2012: RMB149 million) is secured by certain property, plant and equipment with net book value
amounting to RMB203 million (December 31, 2012: RMB225 million).
As at December 31, 2013, long-term
loans of approximately RMB11,430 million were secured by future electricity revenue (December 31, 2012: RMB12,358 million).
|
23
|
Long-term loans (continued)
|
|
(b)
|
Bank loans (continued)
|
As at December 31, 2012, a long-term
loan of a subsidiary of the Company of RMB15.48 million is secured by all assets of the subsidiary. This loan was reclassified
as short-term loan in 2013 (Note 29).
Details of other loans of the
Company and its subsidiaries are as follows:
|
|
As at December 31, 2013
|
|
|
|
Original
|
|
|
RMB
|
|
|
Less: Current
|
|
|
Non-current
|
|
|
Annual
|
|
|
|
currency
|
|
|
equivalent
|
|
|
portion
|
|
|
portion
|
|
|
interest rate
|
|
|
|
’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
(31,404
|
)
|
|
|
68,596
|
|
|
|
5.84
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
417,000
|
|
|
|
417,000
|
|
|
|
-
|
|
|
|
417,000
|
|
|
|
5.54
|
%
|
- Varible rate
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
1,000,000
|
|
|
|
5.35
|
%
|
S$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Variable rate
|
|
|
3,500
|
|
|
|
16,746
|
|
|
|
-
|
|
|
|
16,746
|
|
|
|
4.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
1,533,746
|
|
|
|
(31,404
|
)
|
|
|
1,502,342
|
|
|
|
|
|
|
|
As at December 31, 2012
|
|
|
|
Original
|
|
|
RMB
|
|
|
Less: Current
|
|
|
Non-current
|
|
|
Annual
|
|
|
|
currency
|
|
|
equivalent
|
|
|
portion
|
|
|
portion
|
|
|
interest rate
|
|
|
|
’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
417,000
|
|
|
|
417,000
|
|
|
|
-
|
|
|
|
417,000
|
|
|
|
5.54%-5.84%
|
|
S$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Variable rate
|
|
|
3,500
|
|
|
|
17,825
|
|
|
|
-
|
|
|
|
17,825
|
|
|
|
4.25%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
434,825
|
|
|
|
-
|
|
|
|
434,825
|
|
|
|
|
|
As at December 31, 2013, a long-term
loan of RMB100 million (December 31, 2012: nil) was secured by certain future revenue to be generated by a subsidiary.
As at December 31, 2013, the
balance of other long-term loans drawn from Huaneng Finance amounted to approximately RMB417 million (2012: RMB417 million) with
annual interest rate of 5.54% (2012: 5.54%-5.84%).
|
23
|
Long-term loans (continued)
|
The maturity of long-term loans
is as follows:
|
|
Loans from Huaneng Group
|
|
|
Bank loans
|
|
|
Other loans
|
|
|
|
As at December 31,
|
|
|
As at December 31,
|
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year or less
|
|
|
-
|
|
|
|
800,000
|
|
|
|
12,765,552
|
|
|
|
8,256,703
|
|
|
|
31,404
|
|
|
|
-
|
|
More than 1 year but not more than 2 years
|
|
|
-
|
|
|
|
-
|
|
|
|
7,226,839
|
|
|
|
13,918,824
|
|
|
|
450,299
|
|
|
|
-
|
|
More than 2 years but no more than 3 years
|
|
|
640,485
|
|
|
|
-
|
|
|
|
6,935,843
|
|
|
|
7,496,615
|
|
|
|
1,035,297
|
|
|
|
417,000
|
|
More than 3 years but no more than 4 years
|
|
|
-
|
|
|
|
-
|
|
|
|
5,263,576
|
|
|
|
5,052,298
|
|
|
|
-
|
|
|
|
-
|
|
More than 4 years but not more than 5 years
|
|
|
-
|
|
|
|
-
|
|
|
|
5,541,103
|
|
|
|
7,166,031
|
|
|
|
-
|
|
|
|
-
|
|
More than 5 years
|
|
|
-
|
|
|
|
-
|
|
|
|
33,403,483
|
|
|
|
38,496,231
|
|
|
|
16,746
|
|
|
|
17,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
640,485
|
|
|
|
800,000
|
|
|
|
71,136,396
|
|
|
|
80,386,702
|
|
|
|
1,533,746
|
|
|
|
434,825
|
|
Less: amount due within 1 year included under current liabilities
|
|
|
-
|
|
|
|
(800,000
|
)
|
|
|
(12,765,552
|
)
|
|
|
(8,256,703
|
)
|
|
|
(31,404
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
640,485
|
|
|
|
-
|
|
|
|
58,370,844
|
|
|
|
72,129,999
|
|
|
|
1,502,342
|
|
|
|
434,825
|
|
The analysis of the above is
as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Loans from Huaneng Group
|
|
|
|
|
|
|
|
|
- Wholly repayable within five years
|
|
|
640,485
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
|
|
|
|
|
|
- Wholly repayable within five years
|
|
|
20,412,540
|
|
|
|
20,775,428
|
|
- Not wholly repayable within five years
|
|
|
50,723,856
|
|
|
|
59,611,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,136,396
|
|
|
|
80,386,702
|
|
|
|
|
|
|
|
|
|
|
Other loans
|
|
|
|
|
|
|
|
|
- Wholly repayable within five years
|
|
|
1,517,000
|
|
|
|
417,000
|
|
- Not wholly repayable within five years
|
|
|
16,746
|
|
|
|
17,825
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,533,746
|
|
|
|
434,825
|
|
The interest payment schedule
of long-term loans in the future years are summarized as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
1 year or less
|
|
|
3,323,845
|
|
|
|
3,954,794
|
|
More than 1 year but not more than 2 years
|
|
|
2,689,099
|
|
|
|
3,588,277
|
|
More than 2 years but not more than 5 years
|
|
|
6,113,905
|
|
|
|
7,190,622
|
|
More than 5 years
|
|
|
5,842,470
|
|
|
|
7,597,486
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
17,969,319
|
|
|
|
22,331,179
|
|
The Company issued bonds with
maturity of 5 years, 7 years and 10 years in December 2007 with face values of RMB1 billion, RMB1.7 billion and RMB3.3 billion
bearing annual interest rates of 5.67%, 5.75% and 5.90%, respectively. The total actual proceeds received by the Company were approximately
RMB5.885 billion. These bonds are denominated in RMB and issued at par. Interest is payable annually while principal will be paid
when the bonds fall due. The annual effective interest rates of those bonds are 6.13%, 6.10% and 6.17%, respectively. Interest
paid per annum during the tenure of the bonds is RMB57 million, RMB98 million and RMB195 million, respectively. The bond with original
maturity of 5 years had matured in December 2012 and the Company repaid the principal of RMB1 billion. As at December 31, 2013,
interest payables for the unmatured bonds amounted to approximately RMB5.61 million (December 31, 2012: RMB5.61 million).
The Company also issued bonds
with maturity of 10 years in May 2008 with a face value of RMB4 billion bearing an annual interest rate of 5.20%. The actual proceeds
received by the Company were approximately RMB3.933 billion. These bonds are denominated in RMB and issued at par. Interest is
payable annually while principal will be paid when the bonds fall due. The annual effective interest rate of bond is 5.42%. Interest
paid per annum during the tenure of the bonds is RMB208 million. As at December 31, 2013, interest payable for these bonds amounted
to approximately RMB135.06 million (December 31, 2012: RMB135.06 million).
The Company issued medium-term
notes with maturity of 5 years in May 2009 with a face value of RMB4 billion bearing an annual interest rate of 3.72%. The actual
proceeds received by the Company were approximately RMB3.940 billion. These notes are denominated in RMB and issued at par. Interest
is payable annually while principal will be paid when the note fall due. The annual effective interest rate of these notes is 4.06%.
Interest paid per annum during the tenure of the notes is RMB149 million. As at December 31, 2013, interest payable for these notes
amounted to approximately RMB94.17 million (December 31, 2012: RMB94.17 million).
In November 2011 and January
2012, the Company issued non-public debt financing instrument with maturity of 5 years and 3 years with face values of RMB5 billion
and RMB5 billion bearing annual interest rates of 5.74% and 5.24%, respectively. The actual proceeds received by the Company were
approximately RMB4.985 billion and RMB4.985 billion. These bonds are denominated in RMB and issued at par. Interest is payable
annually while principal will be paid when the bonds fall due. The annual effective interest rates of those bonds are 6.04% and
5.54%, respectively. Interest paid per annum during the tenure of the bonds is RMB302 million and RMB277 million. As at December 31,
2013, interest payable for these bonds amounted to approximately RMB45.61 million and RMB259.13 million, respectively (December 31,
2012: RMB45.61 million and RMB259.14 million, respectively).
The Company issued overseas
listed bonds with maturity of 3 years in February 2013 with a face value of RMB1.5 billion bearing an annual interest rate of 3.85%.
The proceeds received by the Company were approximately RMB1.495 billion. These bonds are denominated in RMB and issued at par.
Interest is payable semiannually while principal will be paid when the bonds fall due. The annual effective interest rate of the
bonds is 3.96%. Interest paid per annum during the tenure of the bonds is RMB58 million. As at December 31, 2013, interest payable
for the bonds amounted to approximately RMB23.57 million (December 31, 2012: nil).
The Company issued non-public
debt financing instrument with maturity of 3 years in June 2013 with a face value of RMB5 billion bearing an annual interest rate
of 4.82%. The proceeds received by the Company were approximately RMB4.985 billion. The bonds are denominated in RMB and issued
at par. Interest is payable annually while principal will be paid when the bonds fall due. The annual effective interest rate of
the bonds is 5.12%. Interest paid per annum during the tenure of the bonds is RMB256 million. As at December 31, 2013, interest
payable for the bonds amounted to approximately RMB139.32 million (December 31, 2012: nil).
|
24
|
Long-term bonds (continued)
|
Please refer to Note 35(c)
for details of long-term bonds of the Company guaranteed by HIPDC and government-related banks.
|
25
|
Other non-current liabilities
|
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Environmental subsidies*
|
|
|
795,759
|
|
|
|
673,686
|
|
Security deposits
|
|
|
85,305
|
|
|
|
129,928
|
|
Finance lease payables
|
|
|
115,986
|
|
|
|
95,886
|
|
Government grants and others
|
|
|
407,848
|
|
|
|
347,964
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,404,898
|
|
|
|
1,247,464
|
|
|
*
|
This primarily represented subsidies for the construction of desulphurization equipment and other
environmental protection projects.
|
In 2013, the government grants
and environmental subsidies which were credited to the statement of comprehensive income amounted to RMB72.34 million (2012 and
2011: RMB101.89 million and RMB81.91 million).
|
26
|
Accounts payable and other liabilities
|
Accounts payable and other
liabilities comprised:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Accounts and notes payable
|
|
|
12,277,872
|
|
|
|
7,354,260
|
|
Amounts received in advance
|
|
|
705,938
|
|
|
|
990,355
|
|
Payables to contractors for construction
|
|
|
7,724,843
|
|
|
|
7,692,036
|
|
Other payables to contractors
|
|
|
968,863
|
|
|
|
832,889
|
|
Consideration payables for acquisitions
|
|
|
18,000
|
|
|
|
11,136
|
|
Accrued interests
|
|
|
1,047,410
|
|
|
|
897,839
|
|
Accrued pollutants discharge fees
|
|
|
133,287
|
|
|
|
87,071
|
|
Accrued water-resources fees
|
|
|
23,550
|
|
|
|
17,299
|
|
Accrued service fee of intermediaries
|
|
|
44,740
|
|
|
|
33,992
|
|
Capacity quota payables
|
|
|
2,841
|
|
|
|
39,935
|
|
Security deposits
|
|
|
140,953
|
|
|
|
94,611
|
|
Provisions*
|
|
|
182,188
|
|
|
|
157,263
|
|
Others
|
|
|
2,050,889
|
|
|
|
1,784,215
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
25,321,374
|
|
|
|
19,992,901
|
|
|
*
|
As at December 31, 2013, a provision of RMB182 million
was made, due to a legal claim by a vendor of the Company’s subsidiary. The outcome of this legal claim is not expected
to give rise to any significant loss beyond the amount provided as at December 31, 2013.
|
|
26
|
Accounts payable and other liabilities (continued)
|
Please refer to Note 35(a)
for details of accounts payable and other liabilities due to the related parties.
As at December 31, 2013, notes
payable of RMB23 million (2012: RMB2 million) were secured by notes receivable of the Company and its subsidiaries with net book
value amounting to RMB8 million (2012: RMB3 million) and cash in bank of RMB19 million (2012: nil) (Note 18).
The carrying amounts of financial
liabilities (excluding amounts received in advance) included in accounts payable and other liabilities of the Company and its subsidiaries
are denominated in the following currencies:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
RMB
|
|
|
22,963,862
|
|
|
|
17,113,815
|
|
S$ (RMB equivalent)
|
|
|
941,307
|
|
|
|
1,086,111
|
|
US$ (RMB equivalent)
|
|
|
641,265
|
|
|
|
744,619
|
|
JPY (RMB equivalent)
|
|
|
12,889
|
|
|
|
58,001
|
|
EUR (RMB equivalent)
|
|
|
56,113
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
24,615,436
|
|
|
|
19,002,546
|
|
The ageing analysis of accounts
and notes payable was as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Accounts and notes payable
|
|
|
|
|
|
|
|
|
Within 1 year
|
|
|
12,226,313
|
|
|
|
7,287,106
|
|
Between 1 to 2 years
|
|
|
14,041
|
|
|
|
51,847
|
|
Over 2 years
|
|
|
37,518
|
|
|
|
15,307
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
12,277,872
|
|
|
|
7,354,260
|
|
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
VAT payable
|
|
|
631,050
|
|
|
|
337,649
|
|
Income tax payable
|
|
|
783,816
|
|
|
|
788,623
|
|
Others
|
|
|
233,059
|
|
|
|
149,158
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,647,925
|
|
|
|
1,275,430
|
|
The Company issued unsecured
short-term bonds with face values of RMB5 billion, RMB5 billion and RMB5 billion bearing annual interest rates of 4.41%, 4.42%
and 4.58% in April 2012, November 2012 and December 2012, respectively. Such bonds are denominated in RMB, issued at par and matured
in 365 days. The annual effective interest rates of these bonds are 4.83%, 4.84% and 5.00%, respectively. These bonds were fully
repaid in April 2013, November 2013 and December 2013, respectively.
The Company issued unsecured
super short-term bonds with face values of RMB5 billion, RMB5 billion, RMB5 billion and RMB5 billion bearing annual interest rates
of 3.35%, 3.32%, 3.70%, and 3.99% in June 2012, July 2012, August 2012, and September 2012, respectively. Such bonds are denominated
in RMB, issued at face value and matured in 270 days from the issuance dates, respectively. The annual effective interest rates
of these bonds are 3.76%, 3.73%, 4.11%, and 4.40%, respectively. These bonds were fully repaid in March 2013, April 2013, May 2013,
and June 2013 respectively.
The Company issued unsecured
super short-term bonds with face values of RMB5 billion, RMB5 billion, RMB5 billion and RMB5 billion bearing annual interest rates
of 3.80%, 3.90% 3.80% and 5.70% in February 2013, April 2013, May 2013 and December 2013, respectively. Such bonds are denominated
in RMB, issued at par and matured in 270 days. The annual effective interest rates of these bonds are 4.21%, 4.31%, 4.21% and 6.12%,
respectively. The bonds issued in February and April 2013 were fully repaid in November and December 2013, respectively. As at
December 31, 2013, interest payables for the outstanding bonds amounted to approximately RMB120.25 million and RMB11.88 million,
respectively.
The Company issued unsecured
short-term bond with a face values of RMB5 billion bearing an annual interest rates 5.25% in November 2013. The bond is denominated
in RMB, issued at par and matured in 365 days. The annual effective interest rate of the bond is 5.67%. As at December 31, 2013,
interest payables for the bond amounted to approximately RMB36.68 million.
Short-term loans are as follows:
|
|
As at December 31, 2013
|
|
|
As at December 31, 2012
|
|
|
|
Original
|
|
|
RMB
|
|
|
Annual
|
|
|
Original
|
|
|
RMB
|
|
|
Annual
|
|
|
|
currency
|
|
|
equivalent
|
|
|
interest rate
|
|
|
currency
|
|
|
equivalent
|
|
|
interest rate
|
|
|
|
’000
|
|
|
|
|
|
|
|
|
’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed
rate
|
|
|
1,050,000
|
|
|
|
1,050,000
|
|
|
|
6.00%-6.10%
|
|
|
|
6,520,000
|
|
|
|
6,520,000
|
|
|
|
5.04%-5.40%
|
|
-
Fixed rate-discounted notes receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,250
|
|
|
|
21,250
|
|
|
|
6.08%-6.30%
|
|
- Variable rate
|
|
|
5,000,000
|
|
|
|
5,000,000
|
|
|
|
5.04%-6.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Variable rate
|
|
|
2,468
|
|
|
|
15,046
|
|
|
|
2.67%
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
|
|
|
6,065,046
|
|
|
|
|
|
|
|
|
|
|
|
6,541,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Fixed rate
|
|
|
8,040,000
|
|
|
|
8,040,000
|
|
|
|
5.28%-5.70%
|
|
|
|
20,900,826
|
|
|
|
20,900,826
|
|
|
|
5.04%-6.56%
|
|
- Variable rate
|
|
|
23,832,000
|
|
|
|
23,832,000
|
|
|
|
5.04%-5.70%
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
|
|
|
31,872,000
|
|
|
|
|
|
|
|
|
|
|
|
20,900,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
37,937,046
|
|
|
|
|
|
|
|
|
|
|
|
27,442,076
|
|
|
|
|
|
|
29
|
Short-term loans (continued)
|
As at December 31, 2013, short-term
loans of RMB6,000 million (December 31, 2012: RMB6,250 million) were secured by accounts receivable of the Company and its subsidiaries
with net book value amounting to RMB6,501 million (December 31, 2012: RMB6,319 million).
As at December 31, 2013, a short-term
loan of RMB50 million (December 31, 2012: nil) was secured by certain future revenue to be generated by a subsidiary of the Company.
As at December 31, 2013, a short-term
loan of RMB15.05 million (December 31, 2012: nil) was secured by certain property, plant and equipment of the subsidiary of the
Company.
As at December 31, 2012, short-term
loans of a subsidiary of the Company of RMB270 million are secured by future electricity revenue of the subsidiary of the Company.
These loans were settled in 2013.
As at December 31, 2012, short-term
loans of RMB21.25 million represented the notes receivable that were discounted with recourse. As these notes receivable have not
yet matured, the proceeds received were recorded as short-term loans. These loans were settled in 2013.
As at December 31, 2013, short-term
loans from Huaneng Finance amounted to RMB1,290 million (December 31, 2012: RMB1,315 million) with the annual interest rates ranged
from 5.40% to 5.70% (December 31, 2012: 5.40% to 6.00%) (Note 35).
As at December 31, 2013, a short-term
loan was borrowed from China Huaneng Group Clean Energy Technology Research Institute Co., Ltd. (“Huaneng Clean Energy”)
amounting to RMB150 million (December 31, 2012: RMB120 million) with the annual interest rate of 5.40% (December 31, 2012: 5.40%)
(Note 35).
As at December 31, 2013, a short-term
loan was borrowed from Xi’an Thermal Power Research Institute Co., Ltd. (“Xi’an Thermal”) amounting to
RMB100 million (December 31, 2012: nil) with annual interest rate of 5.52% (Note 35).
As at December 31, 2012, a short-term
loan was borrowed from Huaneng Shandong Power Limited Company (“Shandong Power Limited”) amounting to RMB50 million
with annual interest rate of 6.00%. These loans were settled in 2013.
|
30
|
Deferred income tax assets and liabilities
|
The offset amounts of deferred
income tax assets and liabilities are as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Deferred income tax assets
|
|
|
652,358
|
|
|
|
532,387
|
|
Deferred income tax liabilities
|
|
|
(2,032,417
|
)
|
|
|
(2,011,729
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,380,059
|
)
|
|
|
(1,479,342
|
)
|
The gross movement on the deferred
income tax accounts is as follows:
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
(1,479,342
|
)
|
|
|
(1,466,756
|
)
|
|
|
(1,293,912
|
)
|
Acquisitions
|
|
|
-
|
|
|
|
-
|
|
|
|
(379,084
|
)
|
Adjustment on acquisitions
|
|
|
-
|
|
|
|
(134,460
|
)
|
|
|
-
|
|
Credited/(charged) to profit or loss (Note 32)
|
|
|
57,230
|
|
|
|
148,668
|
|
|
|
(39,469
|
)
|
(Charged)/credited to other comprehensive income/(loss)
|
|
|
(59,197
|
)
|
|
|
34,556
|
|
|
|
173,343
|
|
Currency translation differences
|
|
|
79,187
|
|
|
|
(61,350
|
)
|
|
|
69,197
|
|
Disposal of a subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
3,169
|
|
Reclassification to liabilities held for sale (Note 19)
|
|
|
22,063
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
(1,380,059
|
)
|
|
|
(1,479,342
|
)
|
|
|
(1,466,756
|
)
|
|
30
|
Deferred income tax assets and liabilities (continued)
|
The movements in deferred income
tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdictions,
are as follows:
Deferred income tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VAT refunds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
Provision for
|
|
|
|
|
|
|
|
|
of domestically
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedging
|
|
|
of land
|
|
|
impairment
|
|
|
|
|
|
Accrued
|
|
|
manufactured
|
|
|
Unused
|
|
|
|
|
|
|
|
|
|
reserve
|
|
|
use rights
|
|
|
loss
|
|
|
Depreciation
|
|
|
expenses
|
|
|
equipment
|
|
|
tax losses
|
|
|
Others
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2012
|
|
|
92,658
|
|
|
|
15,447
|
|
|
|
221,956
|
|
|
|
156,890
|
|
|
|
47,942
|
|
|
|
330,925
|
|
|
|
139,786
|
|
|
|
203,728
|
|
|
|
1,209,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Charged)/credited to
profit or loss
|
|
|
(4
|
)
|
|
|
(368
|
)
|
|
|
(34,344
|
)
|
|
|
(21,309
|
)
|
|
|
(1,894
|
)
|
|
|
(24,056
|
)
|
|
|
(6,796
|
)
|
|
|
115,811
|
|
|
|
27,040
|
|
Credited to other comprehensive
income
|
|
|
67,395
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
67,395
|
|
Currency
translation differences
|
|
|
2,405
|
|
|
|
-
|
|
|
|
15
|
|
|
|
125
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
590
|
|
|
|
3,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2012
|
|
|
162,454
|
|
|
|
15,079
|
|
|
|
187,627
|
|
|
|
135,706
|
|
|
|
46,048
|
|
|
|
306,869
|
|
|
|
132,990
|
|
|
|
320,129
|
|
|
|
1,306,902
|
|
(Charged)/credited to
profit or loss
|
|
|
-
|
|
|
|
(368
|
)
|
|
|
74,300
|
|
|
|
(38,561
|
)
|
|
|
(12,444
|
)
|
|
|
(25,523
|
)
|
|
|
27,790
|
|
|
|
86,706
|
|
|
|
111,900
|
|
Credited to other comprehensive
loss
|
|
|
(94,611
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(94,611
|
)
|
Currency translation
differences
|
|
|
(4,969
|
)
|
|
|
-
|
|
|
|
(166
|
)
|
|
|
(138
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(890
|
)
|
|
|
(2,254
|
)
|
|
|
(8,417
|
)
|
Reclassification
to assets held for sale (Note 19)
|
|
|
-
|
|
|
|
-
|
|
|
|
(88
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(625
|
)
|
|
|
(713
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
2013
|
|
|
62,874
|
|
|
|
14,711
|
|
|
|
261,673
|
|
|
|
97,007
|
|
|
|
33,604
|
|
|
|
281,346
|
|
|
|
159,890
|
|
|
|
403,956
|
|
|
|
1,315,061
|
|
|
30
|
Deferred income tax assets and liabilities (continued)
|
Deferred income tax liabilities:
|
|
|
|
|
Amortization
|
|
|
|
|
|
Power
|
|
|
|
|
|
Territorial
|
|
|
|
|
|
|
|
|
|
Fair value
|
|
|
of land
|
|
|
|
|
|
generation
|
|
|
Mining
|
|
|
waters
|
|
|
|
|
|
|
|
|
|
gains
|
|
|
use rights
|
|
|
Depreciation
|
|
|
licence
|
|
|
rights
|
|
|
use right
|
|
|
Others
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2012
|
|
|
(181,634
|
)
|
|
|
(435,231
|
)
|
|
|
(1,068,650
|
)
|
|
|
(659,656
|
)
|
|
|
(162,400
|
)
|
|
|
(85,486
|
)
|
|
|
(83,031
|
)
|
|
|
(2,676,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment on 2011 acquisitions
|
|
|
-
|
|
|
|
(8,303
|
)
|
|
|
(17,890
|
)
|
|
|
-
|
|
|
|
(108,267
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(134,460
|
)
|
Credited/ (charged)
to profit or loss
|
|
|
-
|
|
|
|
22,582
|
|
|
|
120,146
|
|
|
|
-
|
|
|
|
-
|
|
|
|
519
|
|
|
|
(21,619
|
)
|
|
|
121,628
|
|
Charged to other comprehensive
income
|
|
|
(32,839
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(32,839
|
)
|
Currency
translation differences
|
|
|
-
|
|
|
|
(2,747
|
)
|
|
|
(31,220
|
)
|
|
|
(30,518
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(64,485
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2012
|
|
|
(214,473
|
)
|
|
|
(423,699
|
)
|
|
|
(997,614
|
)
|
|
|
(690,174
|
)
|
|
|
(270,667
|
)
|
|
|
(84,967
|
)
|
|
|
(104,650
|
)
|
|
|
(2,786,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Charged)/credited to
profit or loss
|
|
|
-
|
|
|
|
(7,443
|
)
|
|
|
(41,065
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
3,374
|
|
|
|
(9,536
|
)
|
|
|
(54,670
|
)
|
Credited to other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
35,414
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
35,414
|
|
Currency translation
differences
|
|
|
-
|
|
|
|
3,765
|
|
|
|
45,984
|
|
|
|
37,855
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
87,604
|
|
Reclassification
to liabilities held for sale (Note 19)
|
|
|
-
|
|
|
|
16,114
|
|
|
|
3,903
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,759
|
|
|
|
-
|
|
|
|
22,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
2013
|
|
|
(179,059
|
)
|
|
|
(411,263
|
)
|
|
|
(988,792
|
)
|
|
|
(652,319
|
)
|
|
|
(270,667
|
)
|
|
|
(78,834
|
)
|
|
|
(114,186
|
)
|
|
|
(2,695,120
|
)
|
|
30
|
Deferred income tax assets and liabilities (continued)
|
As at December 31, 2013 and
2012, taxable temporary differences relating to interest in equity method investees amounted to RMB2.65 billion and RMB2.03 billion,
respectively. No deferred tax liabilities were recognized as at December 31, 2013 and 2012 as dividends from these investees to
the Company is exempted from the PRC income tax and the Company has no plan to dispose any of these investees in the foreseeable
future.
In accordance with the accounting
policy set out in Note 2(t), the Company and its subsidiaries did not recognize deferred income tax assets in respect of certain
deductible temporary differences and accumulated tax losses that can be carried forward against future taxable income, of approximately
RMB7,200 million as at December 31, 2013 (2012: RMB6,602 million).
The expiry dates of such tax
losses for which no deferred income tax assets were recognized are summarized as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Year of expiry
|
|
|
|
|
|
|
|
|
2013
|
|
|
-
|
|
|
|
837,456
|
|
2014
|
|
|
500,575
|
|
|
|
581,380
|
|
2015
|
|
|
938,601
|
|
|
|
938,601
|
|
2016
|
|
|
1,589,375
|
|
|
|
1,703,980
|
|
2017
|
|
|
1,932,014
|
|
|
|
1,934,582
|
|
2018
|
|
|
1,256,983
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,217,548
|
|
|
|
5,995,999
|
|
|
31
|
Additional financial information on balance sheets
|
As at December 31, 2013, the
net current liabilities of the Company and its subsidiaries amounted to approximately RMB64,792 million (2012: RMB57,508 million).
On the same date, total assets less current liabilities were approximately RMB163,254 million (2012: RMB165,506 million).
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Current income tax expense
|
|
|
4,579,901
|
|
|
|
2,659,038
|
|
|
|
829,458
|
|
Deferred income tax (Note 30)
|
|
|
(57,230
|
)
|
|
|
(148,668
|
)
|
|
|
39,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,522,671
|
|
|
|
2,510,370
|
|
|
|
868,927
|
|
No Hong Kong profits tax has
been provided as there were no estimated assessable profits in Hong Kong for the year (2012 and 2011: nil).
|
32
|
Income tax expense (continued)
|
The reconciliation of the effective
income tax rate from the notional income tax rate is as follows:
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Notional tax on profit before income tax expense, calculated at the applicable income tax rates in the countries concerned
|
|
|
24.33
|
%
|
|
|
24.28
|
%
|
|
|
18.43
|
%
|
Effect of tax losses and deductible temporary differences not recognized
|
|
|
1.01
|
%
|
|
|
3.28
|
%
|
|
|
22.67
|
%
|
Effect of the tax rate differential on deferred income tax balance
|
|
|
-
|
|
|
|
-
|
|
|
|
0.41
|
%
|
Effect of non-taxable income
|
|
|
(1.15
|
)%
|
|
|
(1.95
|
)%
|
|
|
(9.78
|
)%
|
Effect of non-deductible expenses
|
|
|
1.80
|
%
|
|
|
2.67
|
%
|
|
|
10.70
|
%
|
Others
|
|
|
(0.03
|
)%
|
|
|
-
|
|
|
|
(0.05
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
25.96
|
%
|
|
|
28.28
|
%
|
|
|
42.38
|
%
|
The Company and its PRC branches
and subsidiaries are subject to income tax at 25%, except for certain PRC branches and subsidiaries that are taxed at preferential
tax rates ranging from 0% to 15%.
Pursuant to Guo Shui Han [2009]
No. 33, starting from 1 January 2008, the Company and its PRC branches calculate and pay income tax on a consolidated basis according
to relevant tax laws and regulations. The original regulation specifying locations for power plants and branches of the Company
to make enterprise income tax payments was abolished. The income tax of subsidiaries remains to be calculated individually based
on their individual operating results.
The income tax rate applicable
to Singapore subsidiaries is 17% (2012 and 2011: 17%).
The basic earnings per share
is calculated by dividing the consolidated net profit attributable to the equity holders of the Company by the weighted average
number of the Company’s outstanding ordinary shares during the year:
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net profit attributable to equity holders of the Company
|
|
|
10,426,024
|
|
|
|
5,512,454
|
|
|
|
1,180,512
|
|
Weighted average number of the Company’s outstanding ordinary shares
(’000)
|
|
|
14,055,383
|
|
|
|
14,055,383
|
|
|
|
14,055,383
|
|
Basic and diluted earnings per share (RMB)
|
|
|
0.74
|
|
|
|
0.39
|
|
|
|
0.08
|
|
There was no dilutive effect
on earnings per share since the Company had no dilutive potential ordinary shares for the years ended December 31, 2013, 2012 and
2011.
|
34
|
Notes to consolidated statements of cash flows
|
Bank balances and cash comprised
the following:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Total bank balances and cash
|
|
|
9,433,385
|
|
|
|
10,624,497
|
|
|
|
8,670,015
|
|
Add: Cash and cash equivalents Reclassified to assets held for sale (Note 19)
|
|
|
34,488
|
|
|
|
-
|
|
|
|
-
|
|
Less: Restricted cash
|
|
|
(126,201
|
)
|
|
|
(119,110
|
)
|
|
|
(117,233
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as at year end
|
|
|
9,341,672
|
|
|
|
10,505,387
|
|
|
|
8,552,782
|
|
The bank balances and cash
of the Company and its subsidiaries are denominated in the following currencies:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
7,780,145
|
|
|
|
7,935,202
|
|
|
|
5,040,151
|
|
S$ (RMB equivalent)
|
|
|
1,109,913
|
|
|
|
2,142,873
|
|
|
|
2,935,792
|
|
US$ (RMB equivalent)
|
|
|
543,312
|
|
|
|
545,514
|
|
|
|
693,823
|
|
JPY (RMB equivalent)
|
|
|
15
|
|
|
|
404
|
|
|
|
248
|
|
HK$ (RMB equivalent)
|
|
|
-
|
|
|
|
504
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,433,385
|
|
|
|
10,624,497
|
|
|
|
8,670,015
|
|
There is no material non-cash
investing and financing transaction for the year ended December 31, 2013, 2012 and 2011.
|
35
|
Related party balances and transactions
|
The related parties of the
Company and its subsidiaries that had transactions with the Company and its subsidiaries are as follows:
Names of related parties
|
|
Nature of relationship
|
|
|
|
Huaneng Group
|
|
Ultimate parent Company
|
HIPDC
|
|
Parent Company
|
Huaneng Property Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
Xi’an Thermal and its subsidiaries
|
|
Subsidiaries of Huaneng Group
|
Huaneng Energy & Communications Holdings Co., Ltd.
|
|
Subsidiaries of Huaneng Group
|
(“HEC”) and its subsidiaries
|
|
|
Shandong Power Limited and its subsidiaries
|
|
Subsidiaries of Huaneng Group
|
Huaneng Renewables Corporation Limited
|
|
A subsidiary of Huaneng Group
|
(“Huaneng Renewables”)
|
|
|
Huaneng Guicheng Trust Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
(“Huaneng Guicheng Trust”)
|
|
|
Huaneng Hulunbeier Energy Development
|
|
A subsidiary of Huaneng Group
|
Company Ltd. (“Hulunbeier Energy”)
|
|
|
Huaneng Suzhou Thermoelectric Power Company Ltd.
|
|
A subsidiary of Huaneng Group
|
Alltrust Insurance Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
Huaneng Wuhan Power Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
North United Power Coal Transportation
|
|
A subsidiary of Huaneng Group
|
and Marketing Co., Ltd. (“North United Power”)
|
|
|
Huaneng Group Technology Innovation Center
|
|
A subsidiary of Huaneng Group
|
Gansu Huating Coal and Power Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
(“Huating Coal and Power”)
|
|
|
Huaneng Clean Energy
|
|
A subsidiary of Huaneng Group
|
China Huaneng Group Hongkong Company Limited
|
|
A subsidiary of Huaneng Group
|
Huaneng Xinjiang Energy Development Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
Huaneng Henan Zhongyuan Gas Power
|
|
A subsidiary of Huaneng Group
|
Generation Co., Ltd.
|
|
|
Huaneng Carbon Assets Management Company Limited
|
|
A subsidiary of Huaneng Group
|
Huaneng Heilongjiang Power Generation Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
Zhejiang Zheneng Power Co., Ltd. *
|
|
An investee of Huaneng Group
|
Zhejiang Southeast Electric Power Co., Ltd.*
|
|
An investee of Huaneng Group
|
Huaneng Group Fuel Company
|
|
An associate of the Company
|
and also a subsidiary of
|
|
|
Huaneng Group
|
|
|
Huaneng Ruijin Power Generation Co., Ltd.
|
|
A subsidiary of HIPDC
|
(“Ruijin Power Generation”)
|
|
|
Huaneng Anyuan Power Generation Co., Ltd
|
|
A subsidiary of HIPDC
|
(“Anyuan Power Generation”)
|
|
|
Rizhao Power Company
|
|
An associate of the Company
|
and also a subsidiary of
|
|
|
Huaneng Group
|
|
|
Huaneng Chaohu Power Generation Co., Ltd.
|
|
A subsidiary of HIPDC
|
Huaneng Tibet Power Generation Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
|
35
|
Related party balances and transactions (continued)
|
Names of related parties
|
|
Nature of relationship
|
|
|
|
Huaneng Finance
|
|
An associate of the Company
|
|
|
and also a subsidiary of
|
|
|
Huaneng Group
|
Lime Company
|
|
An associate of a subsidiary
|
Shanghai Time Shipping
|
|
A joint venture of the Company
|
Nantong Power
|
|
A joint venture of the Company
|
Subsidiaries of Jiangsu Province Guoxin Asset
|
|
A minority shareholder of
|
Management Group Limited Company
|
|
the Company’s subsidiaries
|
(“Jiangsu Guoxin”)**
|
|
|
Huaneng Shanxi Qinling Power Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
Coal Gasification Co.
|
|
An associate of the Company and
|
|
|
also a subsidiary of
|
|
|
Huaneng Group
|
Huaneng Jilin Power Generation Co., Ltd.
|
|
A subsidiary of Huaneng Group
|
(“Huaneng Jilin Company”)
|
|
|
Government-related enterprises***
|
|
Related parties of the Company
|
|
*
|
Zhejiang Southeast Electric Power Co., Ltd. was merged by Zhejiang Zheneng Power Co., Ltd. in December
2013. Mr. Gu Biquan, the vice president of the Company, acted as the vice chairman of Zhejiang Southeast Electric Power Co., Ltd..
Meanwhile, Huaneng Group holds 25.57% equity interest of Zhejiang Southeast Electric Power Co., Ltd.. After the merger, Zhejiang
Southeast Electric Power Co., Ltd. was revoked and Huaneng Group holds 5% equity interest of Zhejiang Zheneng Power Co., Ltd..
|
|
**
|
The director of the Company, Mr. Xu Zujian also serves as the Vice President of Jiangsu Guoxin.
Meanwhile, Jiangsu Guoxin holds 30%, 30%, 26.36%, 30% and 21% equity interest of Huaneng Nanjing Combined Cycle Co-generation Co.,
Ltd., Huaneng Nantong Power Generation Limited Liability Company, Huaneng Huaiyin II Power Limited Company, Jinling Power Company.
and Jinling CCGT, respectively.
|
|
***
|
Huaneng Group is a state-owned enterprise. In accordance
with the revised IAS 24, “Related Party Disclosures”, government-related enterprises, other than entities under Huaneng
Group, which the PRC government has control, joint control or significant influence over are also considered as related parties
of the Company and its subsidiaries (“other government-related enterprises”).
|
The majority of the business
activities of the Company and its subsidiaries are conducted with other government-related enterprises. For the purpose of the
related party balances and transactions disclosure, the Company and its subsidiaries have established procedures to determine,
to the extent possible, the identification of the ownership structure of its customers and suppliers as to whether they are government-
related enterprises. However, many government-related enterprises have a multi-layered corporate structure and the ownership structures
change over time as a result of transfers and privatization programs. Nevertheless, management believes that all material related
party balances and transactions have been adequately disclosed.
In addition to the related
party information shown elsewhere in these financial statements, the following is a summary of significant related party transactions
entered into in the ordinary course of business between the Company and its subsidiaries and their related parties during the year
and significant balances arising from related party transactions as at year end.
|
35
|
Related party balances and transactions (continued)
|
|
(a)
|
Related party balances
|
|
(i)
|
Cash deposits in a related party
|
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
Deposits in Huaneng Finance
|
|
|
|
|
|
|
|
|
- Savings deposit
|
|
|
2,363,735
|
|
|
|
3,662,365
|
|
For the year ended December 31,
2013, the annual interest rates for these savings deposits placed with Huaneng Finance ranged from 0.35% to 1.35% (2012: from 0.35%
to 1.49%).
|
(ii)
|
As described in Note 23 and 29, certain loans of the Company and its subsidiaries were borrowed
from Huaneng Group, Huaneng Finance, Xi’an Thermal and Huaneng Clean Energy.
|
|
(iii)
|
Except for those disclosed in Note 35(a)(ii), the balances with Huaneng Group, HIPDC, subsidiaries,
associates, joint ventures and other related parties are unsecured, non- interest bearing and receivable/repayable within one year.
As at and for the years ended December 31, 2013 and 2012, no provision is made on receivable balances from these parties.
|
Other receivables and assets comprised
the following balances due from related parties:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Due from Huaneng Group
|
|
|
-
|
|
|
|
38
|
|
Due from associates
|
|
|
159,867
|
|
|
|
152,891
|
|
Due from a joint venture
|
|
|
50,000
|
|
|
|
50,000
|
|
Due from other related parties
|
|
|
61,354
|
|
|
|
260,026
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
271,221
|
|
|
|
462,955
|
|
|
(iv)
|
Accounts payable and other liabilities comprised the following balances due to related parties:
|
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Due to Huaneng Group
|
|
|
1,083
|
|
|
|
10,685
|
|
Due to HIPDC
|
|
|
14,313
|
|
|
|
28,052
|
|
Due to associates
|
|
|
2,637,506
|
|
|
|
13,414
|
|
Due to a joint venture
|
|
|
776,720
|
|
|
|
272,684
|
|
Due to other related parties
|
|
|
850,886
|
|
|
|
827,157
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,280,508
|
|
|
|
1,151,992
|
|
|
35
|
Related party balances and transactions (continued)
|
|
(a)
|
Related party balances (continued)
|
|
(v)
|
As at December 31, 2013, included in long-term loans (including current portion) and short- term
loans are loans payable to other government-related enterprises amounting to RMB109 billion (2012: RMB106 billion).
|
The balances with government-related
enterprises also included substantially all the accounts receivable of domestic power plants from government-related power grid
companies, most of the bank deposits which are placed in government-related financial institutions as well as accounts payables
and other payables arising from the purchases of coal and property, plant and equipment construction and related labor employed
with other government-related enterprises. Except for bank deposits, these balances are unsecured, non-interest bearing and the
majority of receivable/repayable is within one year.
|
(b)
|
Related party transactions
|
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Group
|
|
|
|
|
|
|
|
|
|
|
|
|
Drawdown of long-term loans
|
|
|
640,485
|
|
|
|
-
|
|
|
|
-
|
|
Interest expense on long-term loans
|
|
|
(51,923
|
)
|
|
|
(23,955
|
)
|
|
|
(36,220
|
)
|
Training fees
|
|
|
(10
|
)
|
|
|
(22
|
)
|
|
|
(37
|
)
|
Purchase of capacity quota
|
|
|
(478,620
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HIPDC
|
|
|
|
|
|
|
|
|
|
|
|
|
Service fees expenses on transmission and transformer facilities
|
|
|
(140,771
|
)
|
|
|
(140,771
|
)
|
|
|
(140,771
|
)
|
Rental charge on land use rights of Huaneng Nanjing Power Plant
|
|
|
(1,657
|
)
|
|
|
(1,657
|
)
|
|
|
(1,334
|
)
|
Rental charge on office building
|
|
|
-
|
|
|
|
-
|
|
|
|
(450
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
Drawdown of short-term loans
|
|
|
1,290,000
|
|
|
|
3,555,000
|
|
|
|
4,115,000
|
|
Drawdown of long-term loans
|
|
|
-
|
|
|
|
417,000
|
|
|
|
-
|
|
Interest expense on short-term loans
|
|
|
(66,756
|
)
|
|
|
(174,930
|
)
|
|
|
(51,668
|
)
|
Interest expense on long-term loans
|
|
|
(23,169
|
)
|
|
|
(12,338
|
)
|
|
|
(11,235
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Renewables
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency fee on CDM projects
|
|
|
(900
|
)
|
|
|
(1,200
|
)
|
|
|
(200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HEC and its subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of coal and service fee occurred for transportation
|
|
|
(771,807
|
)
|
|
|
(611,474
|
)
|
|
|
(404,257
|
)
|
Purchase of equipment
|
|
|
(55,424
|
)
|
|
|
(82,685
|
)
|
|
|
(204,207
|
)
|
Purchase of materials
|
|
|
(479
|
)
|
|
|
(3,994
|
)
|
|
|
-
|
|
|
35
|
Related party balances and transactions (continued)
|
|
(b)
|
Related party transactions (continued)
|
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Lime Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of lime
|
|
|
(113,697
|
)
|
|
|
(116,741
|
)
|
|
|
(112,157
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xi’an Thermal and its subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical services and industry-specific technological project contracting services obtained
|
|
|
(258,188
|
)
|
|
|
(166,520
|
)
|
|
|
(156,997
|
)
|
Purchase of equipment
|
|
|
(311,565
|
)
|
|
|
(170,741
|
)
|
|
|
(47,499
|
)
|
Service fees expenses on transmission and transformer facilities
|
|
|
(1,290
|
)
|
|
|
-
|
|
|
|
-
|
|
Drawdown of short-term loans
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
70,000
|
|
Interest expense on short-term loans
|
|
|
(1,978
|
)
|
|
|
(4,347
|
)
|
|
|
(2,197
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hulunbeier Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of coal
|
|
|
(425,978
|
)
|
|
|
(970,328
|
)
|
|
|
(676,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rizhao Power Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of coal
|
|
|
(1,623,360
|
)
|
|
|
(1,795,217
|
)
|
|
|
(2,119,430
|
)
|
Sales of electricity
|
|
|
2,779
|
|
|
|
2,372
|
|
|
|
2,743
|
|
Purchase of materials
|
|
|
(58,962
|
)
|
|
|
(47,235
|
)
|
|
|
(44,084
|
)
|
Purchase of electricity
|
|
|
(8,369
|
)
|
|
|
(6,160
|
)
|
|
|
(4,822
|
)
|
Sales of coal
|
|
|
20,559
|
|
|
|
202,819
|
|
|
|
524,979
|
|
Rental charge on lease of cetain property, plant and
equipment
|
|
|
(14,763
|
)
|
|
|
(16,228
|
)
|
|
|
(13,337
|
)
|
Purchase of power generation quota
|
|
|
(15,356
|
)
|
|
|
(30,396
|
)
|
|
|
-
|
|
Sales of power generation quota
|
|
|
7,704
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Suzhou Thermoelectric Power Company Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of coal
|
|
|
-
|
|
|
|
31,682
|
|
|
|
70,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Wuhan Power Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of coal
|
|
|
8,851
|
|
|
|
88,694
|
|
|
|
144,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ruijin Power Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of coal
|
|
|
34,885
|
|
|
|
206,731
|
|
|
|
238,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Property Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental charge on office building
|
|
|
(96,868
|
)
|
|
|
(95,595
|
)
|
|
|
(96,485
|
)
|
|
35
|
Related party balances and transactions (continued)
|
|
(b)
|
Related party transactions (continued)
|
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
North United Power
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of coal
|
|
|
(134,975
|
)
|
|
|
(100,364
|
)
|
|
|
(196,430
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huating Coal and Power
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of coal
|
|
|
(1,190,240
|
)
|
|
|
(1,658,401
|
)
|
|
|
(2,364,518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Guicheng Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
Drawdown of short-term loans
|
|
|
-
|
|
|
|
-
|
|
|
|
4,500,000
|
|
Interest expense on short-term loans
|
|
|
-
|
|
|
|
(157,610
|
)
|
|
|
(246,747
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alltrust Insurance Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums for property insurance
|
|
|
(159,727
|
)
|
|
|
(148,525
|
)
|
|
|
(158,937
|
)
|
Rental revenue
|
|
|
982
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Tibet Power Generation Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Labor service
|
|
|
-
|
|
|
|
-
|
|
|
|
190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Group Technology Innovation Center
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical services and industry-specific technological project contracting services obtained
|
|
|
(70,400
|
)
|
|
|
(21,480
|
)
|
|
|
(27,750
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanghai Time Shipping
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of coal and service fee paid for transportation
|
|
|
(2,654,082
|
)
|
|
|
(1,432,619
|
)
|
|
|
(1,711,838
|
)
|
Purchase of tug boats
|
|
|
-
|
|
|
|
(88,889
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Chaohu Power
Generation
Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of coal
|
|
|
-
|
|
|
|
-
|
|
|
|
24,675
|
|
|
35
|
Related party balances and transactions (continued)
|
|
(b)
|
Related party transactions (continued)
|
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Group Fuel Company and its subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of coal
|
|
|
(9,751,792
|
)
|
|
|
(658,317
|
)
|
|
|
(497,806
|
)
|
Sales of coal
|
|
|
65,586
|
|
|
|
27,593
|
|
|
|
-
|
|
Handling service provided
|
|
|
30,066
|
|
|
|
8,971
|
|
|
|
-
|
|
Transportation service provided
|
|
|
4,057
|
|
|
|
-
|
|
|
|
-
|
|
Port usage fee
|
|
|
13,571
|
|
|
|
4,539
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Shanxi Qinling Power Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of capacity quota
|
|
|
-
|
|
|
|
-
|
|
|
|
(244,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Clean Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
Drawdown of short-term loans
|
|
|
150,000
|
|
|
|
120,000
|
|
|
|
100,000
|
|
Interest expense on short-term loans
|
|
|
(6,422
|
)
|
|
|
(5,784
|
)
|
|
|
(1,257
|
)
|
Service fee
|
|
|
-
|
|
|
|
(540
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Jilin Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer of 100% equity interest in Huaneng Jilin Biological Power Generation Limited Company
|
|
|
-
|
|
|
|
-
|
|
|
|
106,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinling CCGT*
|
|
|
|
|
|
|
|
|
|
|
|
|
Lending of short-term loans
|
|
|
-
|
|
|
|
-
|
|
|
|
(100,000
|
)
|
Interest income on short-term loans
|
|
|
-
|
|
|
|
2,849
|
|
|
|
-
|
|
Entrusted management fee
|
|
|
-
|
|
|
|
38,810
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal Gasification Co.
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance from Coal Gasification Co.
|
|
|
-
|
|
|
|
-
|
|
|
|
1,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Henan Zhongyuan Gas Power Generation Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of power generation quota
|
|
|
(119,196
|
)
|
|
|
(49,500
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Xinjiang Energy Development Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of assets
|
|
|
-
|
|
|
|
8,900
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhejiang Southeast Electric Power Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of power generation quota
|
|
|
(39,591
|
)
|
|
|
(37,744
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anyuan Power Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
Training Fee
|
|
|
-
|
|
|
|
(319
|
)
|
|
|
-
|
|
Provision of entrusted power generation
|
|
|
295,020
|
|
|
|
235,195
|
|
|
|
-
|
|
|
*
|
Jinling CCGT became a subsidiary of the Company in 2013 (see Note 40).
|
|
35
|
Related party balances and transactions (continued)
|
|
(b)
|
Related party transactions (continued)
|
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Shandong Power Limited and its subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of power generation quota
|
|
|
(183,866
|
)
|
|
|
(138,484
|
)
|
|
|
-
|
|
Purchase of materials
|
|
|
(1
|
)
|
|
|
(159
|
)
|
|
|
-
|
|
Purchase of coal
|
|
|
(1,558,130
|
)
|
|
|
(957,275
|
)
|
|
|
-
|
|
Drawdown of short-term loans
|
|
|
-
|
|
|
|
50,000
|
|
|
|
-
|
|
Interest expense on short-term loans
|
|
|
(2,200
|
)
|
|
|
(867
|
)
|
|
|
-
|
|
Service fee
|
|
|
(1,590
|
)
|
|
|
-
|
|
|
|
-
|
|
Training service provided
|
|
|
61
|
|
|
|
-
|
|
|
|
-
|
|
Transportation service provided
|
|
|
33,037
|
|
|
|
-
|
|
|
|
-
|
|
Handling service provided
|
|
|
3,250
|
|
|
|
-
|
|
|
|
-
|
|
Sales of coal
|
|
|
-
|
|
|
|
-
|
|
|
|
29,892
|
|
Sales of fuel
|
|
|
-
|
|
|
|
-
|
|
|
|
127
|
|
Advance from Dongying New Energy
|
|
|
-
|
|
|
|
-
|
|
|
|
2,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantong Power
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer of assets
|
|
|
-
|
|
|
|
1,034,777
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Carbon Assets Management Company Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency fee on CDM projects
|
|
|
(1,702
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huaneng Heilongjiang Power Generation Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Service fee
|
|
|
(300
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries of Jiangsu Guoxin
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision of entrusted power generation
|
|
|
75,736
|
|
|
|
163,512
|
|
|
|
-
|
|
Entrusting other parties for power generation
|
|
|
(7,977
|
)
|
|
|
-
|
|
|
|
-
|
|
For the years ended December 31,
2013, 2012 and 2011, the Company provided management service to certain power plants owned by Huaneng Group and HIPDC. The Company
did not receive any management fee. At the same time, Shandong Power Limited provided management services to certain branches and
subsidiaries of the Company which located in Shandong Province. The Company did not pay any management fee for such arrangements.
For the additional capital injection
in associates and joint ventures, please refer to Note 8.
|
35
|
Related party balances and transactions (continued)
|
|
(b)
|
Related party transactions (continued)
|
Transactions with government-related
enterprises
For the years ended December 31,
2013, 2012 and 2011, the Company and its domestic subsidiaries sold substantially all their products to local government-related
power grid companies. Please refer to Note 5 for details of sales information to major power grid companies. The Company and its
domestic subsidiaries maintained most of its bank deposits in government-related financial institutions while lenders of most of
the Company and its subsidiaries’ loans are also government- related financial institutions.
For the years ended December 31,
2013, 2012 and 2011, other collectively-significant transactions with government-related enterprises also include a large portion
of fuel purchases, property, plant and equipment construction and related labor employed.
|
|
|
As at December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
(i)
|
Long-term loans guaranteed by
|
|
|
|
|
|
|
|
|
|
- Huaneng Group
|
|
|
427,332
|
|
|
|
532,508
|
|
|
- HIPDC
|
|
|
2,000,000
|
|
|
|
2,000,000
|
|
(ii)
|
Long-term bonds guaranteed by
|
|
|
|
|
|
|
|
|
|
- HIPDC
|
|
|
4,000,000
|
|
|
|
4,000,000
|
|
|
- Government-related banks
|
|
|
5,000,000
|
|
|
|
5,000,000
|
|
|
(d)
|
Pre-tax benefits and social insurance of key management personnel
|
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Salaries
|
|
|
9,126
|
|
|
|
7,572
|
|
|
|
7,272
|
|
Pension
|
|
|
1,324
|
|
|
|
1,043
|
|
|
|
1,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
10,450
|
|
|
|
8,615
|
|
|
|
8,305
|
|
|
35
|
Related party balances and transactions (continued)
|
|
(e)
|
Related party commitments
|
Related party commitments which
were contracted but not recognized in balance sheet as at balance sheet dates are as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Xi’an Thermal and its subsidiaries
|
|
|
249,095
|
|
|
|
213,444
|
|
HEC and its subsidiaries
|
|
|
44,702
|
|
|
|
14,679
|
|
Shanghai Time Shipping
|
|
|
33,500
|
|
|
|
-
|
|
A subsidiary of Shandong Power Limited
|
|
|
5,722
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
333,019
|
|
|
|
228,123
|
|
|
(ii)
|
Fuel purchase and transportation commitments
|
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Shanghai Time Shipping
|
|
|
207,287
|
|
|
|
181,544
|
|
Huaneng Group Fuel Company
|
|
|
1,633,705
|
|
|
|
24,986
|
|
HEC and its subsidiaries
|
|
|
19,380
|
|
|
|
113,463
|
|
Huating Coal and Power
|
|
|
88,200
|
|
|
|
409,680
|
|
North United Power
|
|
|
10,044
|
|
|
|
11,276
|
|
Hulunbeier Energy
|
|
|
-
|
|
|
|
4,849
|
|
Shandong Power Limited and its subsidiaries
|
|
|
83,571
|
|
|
|
62,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,042,187
|
|
|
|
808,108
|
|
|
(iii)
|
Operating lease commitments
|
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
HIPDC
|
|
|
57,990
|
|
|
|
59,647
|
|
Huaneng Property Co., Ltd.
|
|
|
32,528
|
|
|
|
125,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,518
|
|
|
|
185,086
|
|
Other than the salaries and
staff welfare, the labor cost of the Company and its subsidiaries mainly comprises the following:
All PRC employees of the Company
and its subsidiaries are entitled to a monthly pension upon their retirements. The PRC government is responsible for the pension
liability to these employees on retirement. The Company and its subsidiaries are required to make contributions to the publicly
administered retirement plan for their PRC employees at a specified rate, currently set at 14% to 22% (2012 and 2011: 14% to 22%
and 14% to 22%) of the basic salary of the PRC employees. The retirement plan contributions paid by the Company and its subsidiaries
for the year ended December 31, 2013 were approximately RMB565 million (2012 and 2011: RMB487 million and RMB466 million), including
approximately RMB539 million (2012 and 2011: RMB474 million and RMB448 million) charged to profit or loss.
In addition, the Company and
its subsidiaries have also implemented a supplementary defined contribution retirement scheme for PRC employees. Under this scheme,
the employees are required to make a specified contribution based on the number of years of service with the Company and its subsidiaries,
and the Company and its subsidiaries are required to make a contribution equal to two to four times the employees’ contributions.
The employees will receive the total contributions upon their retirement. For the year ended December 31, 2013, the contributions
to supplementary defined contribution retirement scheme paid by the Company and its subsidiaries amounted to approximately RMB154
million (2012 and 2011: RMB138 million and RMB135 million), including approximately RMB150 million (2012 and 2011: RMB134 million
and RMB130 million) charged to profit or loss.
SinoSing Power and its subsidiaries
in Singapore appropriate a specified rate, currently set at 6.5% to 16% (2012 and 2011: 6.5% to 16% and 5% to 16%) of the basic
salary to central provident funds in accordance with the local government regulations. The contributions made by SinoSing Power
and its subsidiaries for the year ended December 31, 2013 amounted to approximately RMB14.70 million (2012 and 2011: RMB17.10 million
and RMB18.91 million), all of which were charged to profit or loss.
The Company and its subsidiaries
have no further obligation for post-retirement benefits beyond the annual contributions made above.
In addition, the Company and
its subsidiaries also make contributions of housing funds and social insurance to the social security institutions at specified
rates of the basic salary and no more than the upper limit. The housing funds and social insurance contributions paid by the Company
and its subsidiaries were charged to the costs or expenses, the amounts of which for the year ended December 31, 2013 were approximately
RMB414 million (2012 and 2011: RMB377 million and RMB332 million) and RMB428 million (2012 and 2011: RMB397 million and RMB355
million), respectively.
|
37
|
Directors’, supervisors’ and senior management’s emoluments
|
|
(a)
|
Pre-tax benefits and social insurance of directors and supervisors
|
The remuneration of every director
and supervisor of the Company for the year ended December 31, 2013 is set out below:
|
|
|
|
|
|
|
|
Performance
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
Basic salaries
|
|
|
salaries
|
|
|
Pension
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Cao Peixi
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Huang Long
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Li Shiqi
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Huang Jian
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Liu Guoyue
|
|
|
-
|
|
|
|
318
|
|
|
|
353
|
|
|
|
113
|
|
|
|
784
|
|
Mr. Fan Xiaxia
|
|
|
-
|
|
|
|
351
|
|
|
|
484
|
|
|
|
113
|
|
|
|
948
|
|
Mr. Shan Qunying
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Guo Hongbo
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Xu Zujian
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Xie Rongxing
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Ms. Huang Mingyuan
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Liu Shuyuan
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Shao Shiwei
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Wu Liansheng
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Li Zhensheng
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Qi Yudong
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Zhang Shouwen
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
562
|
|
|
|
669
|
|
|
|
837
|
|
|
|
226
|
|
|
|
2,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of supervisor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Guo Junming
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Hao Tingwei
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Ms. Zhang Mengjiao
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Gu Jianguo
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Wang Zhaobin
|
|
|
-
|
|
|
|
299
|
|
|
|
412
|
|
|
|
99
|
|
|
|
810
|
|
Ms. Zhang Ling
|
|
|
-
|
|
|
|
113
|
|
|
|
438
|
|
|
|
95
|
|
|
|
646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
96
|
|
|
|
412
|
|
|
|
850
|
|
|
|
194
|
|
|
|
1,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
658
|
|
|
|
1,081
|
|
|
|
1,687
|
|
|
|
420
|
|
|
|
3,846
|
|
|
37
|
Directors’, supervisors’ and senior management’s
emoluments (continued)
|
|
(a)
|
Pre-tax benefits and social insurance of directors and supervisors (continued)
|
The remuneration of every director
and supervisor of the Company for the year ended December 31, 2012 is set out below:
|
|
|
|
|
|
|
|
Performance
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
Basic salaries
|
|
|
salaries
|
|
|
Pension
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Cao Peixi
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Huang Long
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Li Shiqi
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Huang Jian
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Liu Guoyue
|
|
|
-
|
|
|
|
347
|
|
|
|
485
|
|
|
|
108
|
|
|
|
940
|
|
Mr. Fan Xiaxia
|
|
|
-
|
|
|
|
347
|
|
|
|
485
|
|
|
|
108
|
|
|
|
940
|
|
Mr. Shan Qunying
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Guo Hongbo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(appointed in 2012)
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Xu Zujian
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Xie Rongxing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(appointed in 2012)
|
|
|
24
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24
|
|
Ms. Huang Mingyuan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(resigned in 2012)
|
|
|
24
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24
|
|
Mr. Liu Shuyuan (resigned in 2012)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Shao Shiwei
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Wu Liansheng
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Li Zhensheng
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Qi Yudong
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Zhang Shouwen
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
562
|
|
|
|
694
|
|
|
|
970
|
|
|
|
216
|
|
|
|
2,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of supervisor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Guo Junming
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Hao Tingwei
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Ms. Zhang Mengjiao
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Gu Jianguo
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Wang Zhaobin
|
|
|
-
|
|
|
|
250
|
|
|
|
376
|
|
|
|
89
|
|
|
|
715
|
|
Ms. Zhang Ling
|
|
|
-
|
|
|
|
113
|
|
|
|
447
|
|
|
|
88
|
|
|
|
648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
96
|
|
|
|
363
|
|
|
|
823
|
|
|
|
177
|
|
|
|
1,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
658
|
|
|
|
1,057
|
|
|
|
1,793
|
|
|
|
393
|
|
|
|
3,901
|
|
|
37
|
Directors’, supervisors’ and senior management’s
emoluments (continued)
|
|
(a)
|
Pre-tax benefits and social insurance of directors and supervisors (continued)
|
The remuneration of every director
and supervisor of the Company for the year ended December 31, 2011 is set out below:
|
|
|
|
|
|
|
|
Performance
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
Basic salaries
|
|
|
salaries
|
|
|
Pension
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Cao Peixi
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Huang Long
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Wu Dawei
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Li Shiqi
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Huang Jian
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Liu Guoyue
|
|
|
-
|
|
|
|
331
|
|
|
|
463
|
|
|
|
101
|
|
|
|
895
|
|
Mr. Fan Xiaxia
|
|
|
-
|
|
|
|
331
|
|
|
|
463
|
|
|
|
101
|
|
|
|
895
|
|
Mr. Shan Qunying
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Xu Zujian
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Ms. Huang Mingyuan
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Liu Shuyuan
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Liu Jipeng
|
|
|
40
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
Mr. Yu Ning
|
|
|
40
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
Mr. Shao Shiwei
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Zheng Jianchao
|
|
|
40
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
Mr. Wu Liansheng
|
|
|
74
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
Mr. Li Zhensheng
|
|
|
40
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
Mr. Qi Yudong
|
|
|
40
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
Mr. Zhang Shouwen
|
|
|
40
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
580
|
|
|
|
662
|
|
|
|
926
|
|
|
|
202
|
|
|
|
2,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of supervisor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Guo Junming
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Hao Tingwei
|
|
|
24
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24
|
|
Ms. Zhang Mengjiao
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ms. Yu Ying
|
|
|
24
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24
|
|
Ms. Wu Lihua
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Gu Jianguo
|
|
|
48
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
Mr. Wang Zhaobin
|
|
|
-
|
|
|
|
109
|
|
|
|
330
|
|
|
|
84
|
|
|
|
523
|
|
Ms. Zhang Ling
|
|
|
-
|
|
|
|
45
|
|
|
|
136
|
|
|
|
35
|
|
|
|
216
|
|
Mr. Dai Xinmin
|
|
|
-
|
|
|
|
54
|
|
|
|
166
|
|
|
|
58
|
|
|
|
278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
96
|
|
|
|
208
|
|
|
|
632
|
|
|
|
177
|
|
|
|
1,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
676
|
|
|
|
870
|
|
|
|
1,558
|
|
|
|
379
|
|
|
|
3,483
|
|
During the year, no option was
granted to the directors or the supervisors (2012 and 2011: nil).
During the year, no emolument
was paid to the directors or the supervisors (including the five highest paid employees) as an inducement to join or upon joining
the Company or as compensation for loss of office (2012 and 2011: nil).
No director or supervisor had
waived or agreed to waive any emoluments during the years 2013, 2012 and 2011.
|
37
|
Directors’, supervisors’ and senior management’s emoluments (continued)
|
|
(b)
|
Five highest paid individuals
|
The five individuals whose emoluments
were the highest in the Company and its subsidiaries for the year include one director (2012 and 2011: two and two directors) whose
emoluments are reflected in the analysis presented above. The emoluments payable to the remaining four (2012 and 2011: three and
three) individuals during the year (within the range of nil to RMB1 million) are as follows:
|
|
For the Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Basic salaries
|
|
|
1,197
|
|
|
|
888
|
|
|
|
844
|
|
Performance salaries
|
|
|
1,647
|
|
|
|
1,236
|
|
|
|
1,181
|
|
Pension
|
|
|
418
|
|
|
|
298
|
|
|
|
279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,262
|
|
|
|
2,422
|
|
|
|
2,304
|
|
|
(a)
|
Capital and operational commitments
|
|
(i)
|
Commitments mainly relate to the construction of new power projects, certain ancillary facilities
and renovation projects for existing power plants and the purchases of coal. Details of such commitments are as follows:
|
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Contracted but not provided for
|
|
|
|
|
|
|
|
|
– purchase of inventories
|
|
|
14,034,609
|
|
|
|
6,284,455
|
|
– construction
|
|
|
16,915,952
|
|
|
|
10,463,817
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
30,950,561
|
|
|
|
16,748,272
|
|
|
|
|
|
|
|
|
|
|
Authorized but not contracted for
|
|
|
|
|
|
|
|
|
– construction
|
|
|
1,069,370
|
|
|
|
1,062,672
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
32,019,931
|
|
|
|
17,810,944
|
|
|
38
|
Commitments (continued)
|
|
(a)
|
Capital and operational commitments (continued)
|
|
(ii)
|
The Company and its subsidiaries have entered into various long-term fuel supply agreements with
various suppliers in securing fuel supply for various periods. All the agreements require minimum, maximum or forecasted volume
purchases and subject to certain termination provisions. Related purchase commitments are as follows:
|
|
|
2013
|
|
2012
|
|
|
|
|
|
Purchase
|
|
Estimated
|
|
Purchase
|
|
Estimated
|
|
|
|
Periods
|
|
quantities
|
|
unit costs (RMB)
|
|
quantities
|
|
unit costs (RMB)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A government
|
|
2014 – 2015
|
|
2.8 million
|
|
not defined
|
|
-
|
|
-
|
|
-related
|
|
|
|
ton/year
|
|
|
|
|
|
|
|
e
nterprise
|
|
|
|
|
|
|
|
|
|
|
|
A government
|
|
2014 – 2023
|
|
541 million m
3
/year *
|
|
1.97/m
3
|
|
486.9 million
|
|
1.63/m
3
|
|
-related
|
|
|
|
|
|
|
|
m
3
/year
|
|
|
|
enterprise
|
|
2014 – 2023
|
|
450 million m
3
/year *
|
|
2.92/m
3
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other suppliers
|
|
2013
|
|
-
|
|
-
|
|
175.1 BBtu**/day
|
|
approximately
|
|
|
|
|
|
|
|
|
|
|
|
100,000/BBtu
|
|
|
|
2014
|
|
90.1 BBtu/day
|
|
(i)
|
|
90.0 BBtu/day
|
|
(i)
|
|
|
|
2015 – 2022
|
|
72.5 BBtu/day
|
|
(i)
|
|
72.4 BBtu/day
|
|
(i)
|
|
|
|
2023
|
|
72.4 BBtu/day
|
|
(i)
|
|
72.4 BBtu/day
|
|
(i)
|
|
|
|
2024 – 2028
|
|
49.9 BBtu/day
|
|
(i)
|
|
49.9 BBtu/day
|
|
(i)
|
|
|
*
|
The quantities represent maximum volume, others represent minimum or forecasted volume if not specified.
|
|
**
|
BBtu: Billion British Thermal Unit
|
|
(i)
|
No estimated unit cost information available for daily
purchase quantities of 42.4 BBtu from 2014 to 2028. The estimated unit costs are 100,000/BBtu for the rest quantities.
|
|
(b)
|
Operating lease commitments
|
The Company and its subsidiaries
have various operating lease arrangements for land and buildings. Some of the leases contain renewal options and most of the leases
contain escalation clauses. Lease terms do not contain restrictions on the Company and its subsidiaries’ activities concerning
dividends, additional debts or further leasing.
Total future minimum lease payments
under non-cancelable operating leases are as follows:
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Land and buildings
|
|
|
|
|
|
|
|
|
- not later than 1 year
|
|
|
61,775
|
|
|
|
127,219
|
|
- later than 1 year and not later than 2 years
|
|
|
27,441
|
|
|
|
59,172
|
|
- later than 2 year and not later than 5 years
|
|
|
27,147
|
|
|
|
81,822
|
|
- later than 5 years
|
|
|
1,150,419
|
|
|
|
1,180,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,266,782
|
|
|
|
1,448,628
|
|
|
38
|
Commitments (continued)
|
|
(b)
|
Operating lease commitments (continued)
|
In addition, in accordance with
a 30-year operating lease agreement signed by Huaneng Dezhou Power Plant (“Dezhou Power Plant”) and Shandong Land Bureau
for the land occupied by Dezhou Power Plant Phases I and II in June 1994, annual rental amounted to approximately RMB30 million
effective from June 1994 and is subject to revision at the end of the fifth year from the contract date. Thereafter, the annual
rental is subject to revision once every three years. The increment for each rental revision is restricted to no more than 30%
of the previous annual rental amount. For the years ended December 31, 2013, 2012 and 2011, the annual rentals were approximately
RMB34 million, respectively.
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
Granted to a joint venture
|
|
|
-
|
|
|
|
5,566
|
|
2013
Business combinations
|
(a)
|
Acquisition of Luoyang Cogeneration
|
In April 2013, the Company acquired
60% equity interests of Luoyang Cogeneration from Luoyang Silicon Industry Group Co., Ltd. and Luoyang Hairun Power Project Management
Ltd. The aggregate cash consideration of the acquisition amounted to RMB180 million. The fair values of assets and liabilities
arising from the acquisition of Luoyang Cogeneration and proportionate share of acquiree’s net assets by non-controlling
interests on the acquisition date are as follows:
|
|
Luoyang
Cogeneration
|
|
|
|
|
|
Bank balances and cash
|
|
|
131,485
|
|
Other receivables
|
|
|
2,316
|
|
Property, plant and equipment
|
|
|
30,885
|
|
Land use rights
|
|
|
145,075
|
|
Payables and other liabilities
|
|
|
(9,761
|
)
|
|
|
|
|
|
Total identifiable net assets
|
|
|
300,000
|
|
Non-controlling interests
|
|
|
(120,000
|
)
|
Goodwill
|
|
|
-
|
|
|
|
|
|
|
Consideration
|
|
|
180,000
|
|
As at December 31, 2013, Luoyang
Cogeneration was still under construction.
|
40
|
Business combinations (continued)
|
2013
Business combinations (continued)
|
(b)
|
Acquisition of control in Jinling CCGT
|
Jinling CCGT was previously
an associate of the Company. In 2013, one of the non-controlling shareholders with 21% equity interests in Jinling CCGT entered
into a voting in concert agreement with the Company whereby it agreed to vote the same in respect of significant financial and
operating decisions made by the Company effective from 1 January 2013. As a result, the Company acquired control of Jinling CCGT
since 1 January 2013.
Jinling CCGT is a limited liability
company established on 6 December 2011 in Nanjing, Jiangsu Province. Jinling CCGT is primarily engaging in construction, management
of cogeneration power plants and related projects. As at the acquisition date, Jinling CCGT was still under construction and its
two power generation units went into operation in 2013 in succession. Financial information of Jinling CCGT is as follows:
|
|
From
the
acquisition
date
|
|
Items
|
|
to
December 31,
2013
|
|
|
|
|
|
Revenue
|
|
|
697,176
|
|
Net loss
|
|
|
(16,243
|
)
|
Net cash outflow from operating activities
|
|
|
(37,163
|
)
|
The identifiable assets and liabilities of Jinling
CCGT as at the acquisition date are as follows:
|
|
Jinling
CCGT
|
|
|
|
|
|
Bank balances and cash
|
|
|
78,249
|
|
Accounts receivable
|
|
|
9,621
|
|
Property, plant and equipment
|
|
|
733,602
|
|
Accounts payable
|
|
|
(56,472
|
)
|
Long-term loans
|
|
|
(490,000
|
)
|
|
|
|
|
|
Total identifiable net assets
|
|
|
275,000
|
|
Non-controlling interests
|
|
|
(134,750
|
)
|
|
|
|
|
|
Net assets acquired
|
|
|
140,250
|
|
|
|
|
|
|
Fair value of the investment in associate before the acquisition date
|
|
|
140,250
|
|
2012 Business Combinations
There was no material business
combination in 2012.
|
40
|
Material business combinations (continued)
|
2011 Business Combinations
In January 2011, the Company
acquired 100% equity interest of Diandong Energy, 100% equity interest of Diandong Yuwang, 58.30% equity interest of Luoyuanwan
Pier, 60.25% equity interest of Luoyuanwan Harbour and 73.46% equity interest of Ludao Pier from Shandong Power, and 39.75% equity
interest of Luoyuanwan Harbour from Shandong Luneng Development Group Company Limited (“Luneng Development”). Both
Shandong Power and Luneng Development are government-related enterprises.
The aggregate cash considerations
of the above acquisitions amounted to RMB7,465.13 million.
In addition, the Company also
acquired the remaining 26.54% equity interest of Ludao Pier from the non-controlling shareholders at a consideration of RMB65 million
in January 2011.
The acquisition reflects the
Company’s implementation of its development strategy which focuses on both green-field development and acquisition. Upon
completion of the acquisitions above, the Company also further strengthened its coastal port operations and expanded the geographical
coverage to Yunnan Province.
Fair value of total consideration
transferred is as follows:
Purchase consideration:
|
|
|
|
|
– Cash consideration
|
|
|
7,530,127
|
|
Acquisition-related costs of
RMB5.71 million have been charged to the profit or loss for the year ended December 31, 2010.
In December 2011, the Company
acquired 100% equity interest of Enshi Hydropower from Beijing Ance Hengxing Investment Limited Company, Zhuhai Jingyang Investment
Limited Company, Wu Songling and Fang Xiaogui.
Fair value of total consideration
transferred is as follows:
Purchase consideration:
|
|
|
|
|
– Cash consideration
|
|
|
227,000
|
|
Acquisition-related cost of
RMB0.32 million has been charged to the profit or loss for the year ended December 31, 2011.
Upon completion of the acquisition,
the Company further expanded the geographical coverage of hydropower to Hubei Province.
The fair values of assets and
liabilities arising from the acquisitions of Diandong Yuwang, Diandong Energy, Luoyuanwan Pier, Luoyuanwan Harbour, Ludao Pier
and Enshi Hydropower and proportionate share of acquiree’s net assets attributable to non-controlling interests on respective
acquisition dates are as follows:
|
40
|
Material business combinations (continued)
|
2011 Business Combinations
(continued)
|
|
Diandong
|
|
|
Diandong
|
|
|
Luoyuanwan
|
|
|
Luoyuanwan
|
|
|
|
|
|
Enshi
|
|
|
|
|
|
|
Yuwang
|
|
|
Energy
|
|
|
Pier
|
|
|
Harbour
|
|
|
Ludao
Pier
|
|
|
Hydropower
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
69,313
|
|
|
|
186,480
|
|
|
|
1,724
|
|
|
|
38,021
|
|
|
|
880
|
|
|
|
52,113
|
|
|
|
348,531
|
|
Property, plant and equipment
|
|
|
5,523,233
|
|
|
|
10,649,705
|
|
|
|
193,513
|
|
|
|
1,462,089
|
|
|
|
161,932
|
|
|
|
332,433
|
|
|
|
18,322,905
|
|
Land use rights
|
|
|
-
|
|
|
|
246,333
|
|
|
|
54,341
|
|
|
|
68,007
|
|
|
|
28,501
|
|
|
|
-
|
|
|
|
397,182
|
|
Mining rights*
|
|
|
278,318
|
|
|
|
1,644,337
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,922,655
|
|
Other non-current assets
|
|
|
312
|
|
|
|
141
|
|
|
|
332
|
|
|
|
690,081
|
|
|
|
12,007
|
|
|
|
-
|
|
|
|
702,873
|
|
Inventories
|
|
|
168,729
|
|
|
|
401,523
|
|
|
|
321
|
|
|
|
10,570
|
|
|
|
78
|
|
|
|
-
|
|
|
|
581,221
|
|
Receivables and other assets
|
|
|
329,426
|
|
|
|
587,284
|
|
|
|
35,639
|
|
|
|
137,402
|
|
|
|
54,595
|
|
|
|
14,608
|
|
|
|
1,158,954
|
|
Payables and other liabilities
|
|
|
(604,743
|
)
|
|
|
(1,020,057
|
)
|
|
|
(18,397
|
)
|
|
|
(815,517
|
)
|
|
|
(7,095
|
)
|
|
|
(42,763
|
)
|
|
|
(2,508,572
|
)
|
Salary and welfare payables
|
|
|
(2,761
|
)
|
|
|
(5,516
|
)
|
|
|
(24
|
)
|
|
|
(547
|
)
|
|
|
(738
|
)
|
|
|
-
|
|
|
|
(9,586
|
)
|
Borrowings
|
|
|
(4,546,000
|
)
|
|
|
(9,225,000
|
)
|
|
|
(100,798
|
)
|
|
|
(713,721
|
)
|
|
|
(2,200
|
)
|
|
|
(262,150
|
)
|
|
|
(14,849,869
|
)
|
Deferred income tax liabilities
|
|
|
(29,571
|
)
|
|
|
(260,728
|
)
|
|
|
(12,961
|
)
|
|
|
(61,175
|
)
|
|
|
(12,655
|
)
|
|
|
(1,994
|
)
|
|
|
(379,084
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total identifiable net assets
|
|
|
1,186,256
|
|
|
|
3,204,502
|
|
|
|
153,690
|
|
|
|
815,210
|
|
|
|
235,305
|
|
|
|
92,247
|
|
|
|
5,687,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
(64,089
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(64,089
|
)
|
Goodwill
|
|
|
414,407
|
|
|
|
1,197,574
|
|
|
|
28,693
|
|
|
|
309,270
|
|
|
|
49,309
|
|
|
|
134,753
|
|
|
|
2,134,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration
|
|
|
1,600,663
|
|
|
|
4,402,076
|
|
|
|
118,294
|
|
|
|
1,124,480
|
|
|
|
284,614
|
|
|
|
227,000
|
|
|
|
7,757,127
|
|
|
*
|
The mining rights are related to coal mining operations of Diandong Yuwang and Diandong Energy.
As the coal mines are still under construction, no amortization was provided for the year ended December 31, 2011.
|
Goodwill arising from the acquisitions
is attributable to the economies of scale and significant synergies expected to arise after the acquisitions of the Company on
the equity interests in the subsidiaries stated above. None of the goodwill recognised is expected to be deductible for income
tax purposes.
The fair value of receivables
and other assets includes accounts receivables and other receivables of RMB669 million and RMB459 million, respectively. The gross
contractual amounts of accounts receivables and other receivables are RMB672 million and RMB461 million, respectively. Management
estimated accounts receivables of RMB669 million and other receivables of RMB459 million to be collectible.
The revenue included in the
consolidated statement of comprehensive income since acquisition dates contributed by acquisitions above was RMB5,006.86 million.
These acquisitions above also contributed a net loss of RMB681.75 million over the same periods.
Had the acquisitions above
been consolidated from 1 January 2011, the consolidated statement of comprehensive income would show unaudited revenue of RMB133,432.97
million and unaudited net profit of RMB1,177.85 million.
|
41
|
Non-controlling interests
|
The following table summarizes
the information relating to each of the Company and subsidiaries that have material non-controlling interests (“NCI”):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Qinbei
|
|
|
|
|
|
Luohuang
|
|
|
Weihai
|
|
|
Jinling
|
|
|
Yueyang
|
|
|
Shidongkou
|
|
|
|
|
|
individually
|
|
|
|
|
|
|
Power
|
|
|
Beijing
|
|
|
Power
|
|
|
Power
|
|
|
Power
|
|
|
Power
|
|
|
Power
|
|
|
Yangliuqing
|
|
|
immaterial
|
|
|
|
|
|
|
Company
|
|
|
Cogeneration
|
|
|
Company
|
|
|
Company
|
|
|
Company
|
|
|
Company
|
|
|
Company
|
|
|
Cogeneration
|
|
|
subsidiaries
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NCI percentage
|
|
|
40
|
%
|
|
|
59
|
%
|
|
|
40
|
%
|
|
|
40
|
%
|
|
|
40
|
%
|
|
|
45
|
%
|
|
|
50
|
%
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
12,846,706
|
|
|
|
4,993,083
|
|
|
|
4,697,318
|
|
|
|
5,210,683
|
|
|
|
7,614,270
|
|
|
|
5,730,660
|
|
|
|
4,353,809
|
|
|
|
2,805,530
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
1,739,894
|
|
|
|
945,067
|
|
|
|
980,195
|
|
|
|
693,725
|
|
|
|
1,031,919
|
|
|
|
1,071,740
|
|
|
|
443,995
|
|
|
|
606,043
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
(3,431,060
|
)
|
|
|
(654,821
|
)
|
|
|
(706,101
|
)
|
|
|
(42,560
|
)
|
|
|
(3,786,577
|
)
|
|
|
(1,931,979
|
)
|
|
|
(2,275,801
|
)
|
|
|
(697,662
|
)
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
(7,065,834
|
)
|
|
|
(2,214,356
|
)
|
|
|
(1,842,635
|
)
|
|
|
(2,975,210
|
)
|
|
|
(2,249,999
|
)
|
|
|
(2,543,955
|
)
|
|
|
(737,365
|
)
|
|
|
(749,917
|
)
|
|
|
|
|
|
|
|
|
Net assets
|
|
|
4,089,706
|
|
|
|
3,068,973
|
|
|
|
3,128,777
|
|
|
|
2,886,638
|
|
|
|
2,609,613
|
|
|
|
2,326,466
|
|
|
|
1,784,638
|
|
|
|
1,963,994
|
|
|
|
|
|
|
|
|
|
Carrying amount of NCI
|
|
|
1,635,882
|
|
|
|
1,810,694
|
|
|
|
1,251,511
|
|
|
|
1,154,655
|
|
|
|
1,043,845
|
|
|
|
1,046,910
|
|
|
|
892,319
|
|
|
|
883,797
|
|
|
|
3,022,696
|
|
|
|
12,742,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
7,740,172
|
|
|
|
4,109,609
|
|
|
|
5,083,562
|
|
|
|
4,403,700
|
|
|
|
5,815,540
|
|
|
|
4,051,236
|
|
|
|
2,869,727
|
|
|
|
2,577,167
|
|
|
|
|
|
|
|
|
|
Net profit
|
|
|
989,508
|
|
|
|
260,224
|
|
|
|
629,482
|
|
|
|
831,852
|
|
|
|
1,017,767
|
|
|
|
379,155
|
|
|
|
533,979
|
|
|
|
252,446
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
989,508
|
|
|
|
260,224
|
|
|
|
629,482
|
|
|
|
831,852
|
|
|
|
1,017,767
|
|
|
|
379,155
|
|
|
|
533,979
|
|
|
|
252,446
|
|
|
|
|
|
|
|
|
|
Profit allocated to NCI
|
|
|
395,803
|
|
|
|
153,532
|
|
|
|
251,793
|
|
|
|
332,741
|
|
|
|
407,107
|
|
|
|
170,620
|
|
|
|
266,990
|
|
|
|
113,601
|
|
|
|
381,807
|
|
|
|
2,473,994
|
|
Other comprehensive income/(loss) allocated to NCI
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(757
|
)
|
|
|
(757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities
|
|
|
2,379,982
|
|
|
|
943,889
|
|
|
|
1,330,704
|
|
|
|
1,473,143
|
|
|
|
1,741,649
|
|
|
|
926,746
|
|
|
|
685,572
|
|
|
|
627,390
|
|
|
|
|
|
|
|
|
|
Cash flow from investment activities
|
|
|
(792,933
|
)
|
|
|
(352,980
|
)
|
|
|
(260,088
|
)
|
|
|
(313,930
|
)
|
|
|
(304,778
|
)
|
|
|
(320,987
|
)
|
|
|
(127,757
|
)
|
|
|
(116,495
|
)
|
|
|
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
(1,960,638
|
)
|
|
|
(564,632
|
)
|
|
|
(1,079,801
|
)
|
|
|
(1,256,761
|
)
|
|
|
(1,480,323
|
)
|
|
|
(648,793
|
)
|
|
|
(643,589
|
)
|
|
|
(504,954
|
)
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(373,589
|
)
|
|
|
26,277
|
|
|
|
(9,185
|
)
|
|
|
(97,548
|
)
|
|
|
(43,452
|
)
|
|
|
(43,044
|
)
|
|
|
(85,774
|
)
|
|
|
5,957
|
|
|
|
|
|
|
|
|
|
Dividends paid to NCI
|
|
|
-
|
|
|
|
132,865
|
|
|
|
69,595
|
|
|
|
33,358
|
|
|
|
158,649
|
|
|
|
-
|
|
|
|
75,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
12,433,411
|
|
|
|
4,981,131
|
|
|
|
4,944,450
|
|
|
|
5,430,101
|
|
|
|
8,033,948
|
|
|
|
5,798,508
|
|
|
|
4,559,723
|
|
|
|
2,898,232
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
1,528,059
|
|
|
|
782,727
|
|
|
|
1,050,783
|
|
|
|
711,054
|
|
|
|
1,044,944
|
|
|
|
1,188,235
|
|
|
|
523,252
|
|
|
|
551,242
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
(3,911,330
|
)
|
|
|
(775,275
|
)
|
|
|
(1,448,333
|
)
|
|
|
(235,140
|
)
|
|
|
(4,966,657
|
)
|
|
|
(2,519,706
|
)
|
|
|
(2,594,640
|
)
|
|
|
(726,847
|
)
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
(7,010,528
|
)
|
|
|
(1,951,099
|
)
|
|
|
(1,847,510
|
)
|
|
|
(3,824,960
|
)
|
|
|
(1,057,878
|
)
|
|
|
(2,509,766
|
)
|
|
|
(1,082,515
|
)
|
|
|
(1,006,689
|
)
|
|
|
|
|
|
|
|
|
Net assets
|
|
|
3,039,612
|
|
|
|
3,037,484
|
|
|
|
2,699,390
|
|
|
|
2,081,055
|
|
|
|
3,054,357
|
|
|
|
1,957,271
|
|
|
|
1,405,820
|
|
|
|
1,715,938
|
|
|
|
|
|
|
|
|
|
Carrying amount of NCI
|
|
|
1,215,845
|
|
|
|
1,792,116
|
|
|
|
1,079,756
|
|
|
|
832,422
|
|
|
|
1,221,743
|
|
|
|
880,772
|
|
|
|
702,910
|
|
|
|
772,172
|
|
|
|
1,332,472
|
|
|
|
9,830,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
6,322,927
|
|
|
|
3,981,246
|
|
|
|
4,343,146
|
|
|
|
4,369,510
|
|
|
|
5,902,752
|
|
|
|
3,331,508
|
|
|
|
2,929,123
|
|
|
|
2,473,610
|
|
|
|
|
|
|
|
|
|
Net (loss)/profit
|
|
|
(455,310
|
)
|
|
|
220,674
|
|
|
|
50,457
|
|
|
|
563,058
|
|
|
|
647,785
|
|
|
|
10,640
|
|
|
|
388,303
|
|
|
|
95,819
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss)/income
|
|
|
(455,310
|
)
|
|
|
220,674
|
|
|
|
50,457
|
|
|
|
563,058
|
|
|
|
647,785
|
|
|
|
10,640
|
|
|
|
388,303
|
|
|
|
95,819
|
|
|
|
|
|
|
|
|
|
(Loss)/profit allocated to NCI
|
|
|
(182,124
|
)
|
|
|
130,198
|
|
|
|
20,183
|
|
|
|
225,223
|
|
|
|
259,114
|
|
|
|
4,788
|
|
|
|
194,152
|
|
|
|
43,119
|
|
|
|
159,308
|
|
|
|
853,961
|
|
Other comprehensive income allocated to NCI
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,195
|
|
|
|
1,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities
|
|
|
1,402,214
|
|
|
|
829,378
|
|
|
|
871,119
|
|
|
|
1,302,405
|
|
|
|
1,757,588
|
|
|
|
472,564
|
|
|
|
1,395,089
|
|
|
|
547,213
|
|
|
|
|
|
|
|
|
|
Cash flow from investment activities
|
|
|
(1,483,148
|
)
|
|
|
(396,826
|
)
|
|
|
(213,057
|
)
|
|
|
(533,926
|
)
|
|
|
(284,839
|
)
|
|
|
(245,893
|
)
|
|
|
(408,843
|
)
|
|
|
(85,651
|
)
|
|
|
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
417,198
|
|
|
|
(451,645
|
)
|
|
|
(671,234
|
)
|
|
|
(646,544
|
)
|
|
|
(1,292,322
|
)
|
|
|
(230,948
|
)
|
|
|
(873,042
|
)
|
|
|
(473,161
|
)
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
336,264
|
|
|
|
(19,093
|
)
|
|
|
(13,172
|
)
|
|
|
121,935
|
|
|
|
180,427
|
|
|
|
(4,277
|
)
|
|
|
113,204
|
|
|
|
(11,599
|
)
|
|
|
|
|
|
|
|
|
Dividends paid to NCI
|
|
|
5,274
|
|
|
|
195,709
|
|
|
|
41,595
|
|
|
|
-
|
|
|
|
84,008
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
41
|
Non-controlling interests (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Qinbei
|
|
|
|
|
|
Luohuang
|
|
|
Weihai
|
|
|
Jinling
|
|
|
Yueyang
|
|
|
Shidongkou
|
|
|
|
|
|
individually
|
|
|
|
|
|
|
Power
|
|
|
Beijing
|
|
|
Power
|
|
|
Power
|
|
|
Power
|
|
|
Power
|
|
|
Power
|
|
|
Yangliuqing
|
|
|
immaterial
|
|
|
|
|
|
|
Company
|
|
|
Cogeneration
|
|
|
Company
|
|
|
Company
|
|
|
Company
|
|
|
Company
|
|
|
Company
|
|
|
Cogeneration
|
|
|
subsidiaries
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NCI percentage
|
|
|
40
|
%
|
|
|
59
|
%
|
|
|
40
|
%
|
|
|
40
|
%
|
|
|
40
|
%
|
|
|
45
|
%
|
|
|
50
|
%
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
5,046,233
|
|
|
|
2,292,148
|
|
|
|
5,079,066
|
|
|
|
3,944,729
|
|
|
|
5,922,345
|
|
|
|
3,994,248
|
|
|
|
2,543,093
|
|
|
|
2,455,885
|
|
|
|
|
|
|
|
|
|
Net profit/(loss)
|
|
|
83,944
|
|
|
|
158,865
|
|
|
|
110,913
|
|
|
|
47,459
|
|
|
|
353,639
|
|
|
|
(62,695
|
)
|
|
|
22,291
|
|
|
|
(12,067
|
)
|
|
|
|
|
|
|
|
|
Total comprehensive
income/(loss)
|
|
|
83,944
|
|
|
|
158,865
|
|
|
|
110,913
|
|
|
|
47,459
|
|
|
|
353,639
|
|
|
|
(62,695
|
)
|
|
|
22,291
|
|
|
|
(12,067
|
)
|
|
|
|
|
|
|
|
|
Profit/(loss) allocated
to NCI
|
|
|
33,295
|
|
|
|
93,730
|
|
|
|
44,365
|
|
|
|
18,984
|
|
|
|
141,456
|
|
|
|
(28,213
|
)
|
|
|
11,145
|
|
|
|
(5,430
|
)
|
|
|
(308,404
|
)
|
|
|
928
|
|
Other comprehensive
income/(loss) allocated to NCI
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,367
|
)
|
|
|
(1,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating
activities
|
|
|
371,287
|
|
|
|
689,549
|
|
|
|
698,453
|
|
|
|
805,262
|
|
|
|
1,252,055
|
|
|
|
214,410
|
|
|
|
332,957
|
|
|
|
390,283
|
|
|
|
|
|
|
|
|
|
Cash flow from investment
activities
|
|
|
(650,955
|
)
|
|
|
(1,435,156
|
)
|
|
|
(158,050
|
)
|
|
|
(340,311
|
)
|
|
|
(488,886
|
)
|
|
|
(205,392
|
)
|
|
|
(156,719
|
)
|
|
|
(53,292
|
)
|
|
|
|
|
|
|
|
|
Cash flow from financing
activities
|
|
|
323,631
|
|
|
|
743,043
|
|
|
|
(514,281
|
)
|
|
|
(480,657
|
)
|
|
|
(784,737
|
)
|
|
|
101,984
|
|
|
|
(439,721
|
)
|
|
|
(301,792
|
)
|
|
|
|
|
|
|
|
|
Net increase/(decrease)
in cash and cash equivalents
|
|
|
43,963
|
|
|
|
(2,564
|
)
|
|
|
26,122
|
|
|
|
(15,706
|
)
|
|
|
(21,568
|
)
|
|
|
111,002
|
|
|
|
(263,483
|
)
|
|
|
35,199
|
|
|
|
|
|
|
|
|
|
Dividends paid to NCI
|
|
|
-
|
|
|
|
-
|
|
|
|
29,595
|
|
|
|
-
|
|
|
|
40,520
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
After the end of the reporting
period, the directors proposed a final dividend. Further details are disclosed in Note 22.