BEIJING, Oct. 13, 2014 /PRNewswire/ -- Huaneng Power
International, Inc. ("HPI" or the "Company") (NYSE: HNP;
HKEx: 902; SSE: 600011) today announced that the
Company has entered into a transfer agreement concerning the
transfer of certain equity interests with Huaneng Group (the
"Huaneng Group Transfer Agreement"), and (i) a transfer agreement
concerning the transfer of certain equity interests (the "HIPDC
Transfer Agreement") and (ii) a transfer agreement concerning the
transfer of 60% equity interests in Huaneng Chaohu Power Generation
Co., Ltd. (the "Chaohu Power Transfer Agreement") with Huaneng
International Power Development Corporation ("HIPDC").
Subject to the satisfaction of the Huaneng Group Transfer
Agreement's terms and conditions, upon consummation of the
transaction contemplated thereunder, HPI will acquire from Huaneng
Group: (i) 91.8% equity interests in the registered capital
of Huaneng Hainan Power Inc. (the "Hainan Power Interests");
(ii) 75% equity interests in the registered capital of
Huaneng Wuhan Power Generation Co., Ltd. (the "Wuhan Power
Interests"); (iii) 53.45% equity interests in the registered
capital of Huaneng Suzhou Thermal Power Co., Ltd. (the "Suzhou
Thermal Power Interests"); (iv) 97% equity interests in the
registered capital of Enshi Qingjiang Dalongtan Hydropower
Development Co., Ltd. (the "Dalongtan Hydropower Interests"); and
(v) 100% equity interests in the registered capital of Huaneng
Hualiangting Hydropower Co., Ltd. (the "Hualiangting Hydropower
Interests" and, together with the Hainan Power Interests, Wuhan
Power Interests, Suzhou Thermal Power Interests and Dalongtan
Hydropower Interests, the "Huaneng Group Interests"). The Company
will acquire the Huaneng Group Interests at a price of RMB7, 337,647,400.
Subject to the satisfaction of the HIPDC Transfer Agreement and
the Chaohu Power Transfer Agreement's terms and conditions, upon
consummation of the transaction contemplated thereunder, HPI will
acquire from HIPDC: (i) 60% equity interests in the
registered capital of Huaneng Chaohu Power Generation Co., Ltd.
(the "Chaohu Power Interests"); (ii) 100% equity interests in
the registered capital of Huaneng Ruijin Power Generation Co., Ltd.
(the "Ruijin Power Interests"); (iii) 100% equity interests in the
registered capital of Huaneng Anyuan Power Generation Co., Ltd.
(the "Anyuan Power Interests"); (iv) 100% equity interests in the
registered capital of Huaneng Jingmen Thermal Power Co., Ltd. (the
"Jingmen Thermal Power Interests"); and (v) 100% equity interests
in the registered capital of Huaneng Yingcheng Thermal Power Co.,
Ltd. (the "Yingcheng Thermal Power Interests" and, together with
the Chaohu Power Interests, the Ruijin Power Interests, the Anyuqn
Power Interests and the Jingmen Thermal Power Interests, the "HIPDC
Interests"). The Company will acquire the HIPDC Interests at a
price of RMB1, 938,178,900.
The companies which equity interests are being acquired
currently engage in the investment, construction or operation of
various types of power generating facilities, the development of
conventional and renewable energy, and various related engineering
and technical support services. After the completion of the
transactions, the HPI can increase total operational installed
capacity of 7,087,500 kilowatts, equity-based operational installed
capacity of 5,737,700 kilowatts and 2,300,000 kilowatts of capacity
under construction, with total thermal power operational installed
capacity of 6,968,000 kilowatts, and total hydropower operational
installed capacity of 150,000 kilowatts and wind power operational
installed capacity of 49,500 kilowatts.
The Company will pay the consideration in each transaction with
its own funds.
The Company's Board of Directors approved the transactions at a
meeting on October 13, 2014, and the
Company entered into the Huaneng Group Transfer Agreement, the
HIPDC Transfer Agreement and the Chaohu Power Transfer Agreement on
the same day.
Huaneng Group is the ultimate controlling shareholder of HPI. As
of September 30, 2014, Huaneng Gorup
holds a 51.98% direct interest and a 5% indirect interest in HIPDC,
while HIPDC, being the largest direct controlling shareholder of
HPI, holds 36.05% interest in HPI. Additionally, Huaneng Group also
holds a 11.06% direct interest in HPI and holds a 15.25% indirect
interest in HPI through Huaneng Group's other subsidiaries. HPI has
been strictly separate from both Huaneng Group and HIPDC in terms
of assets and financial matters, and the transactions will not
cause any change to such status.
The transactions are subject to the approval by the Company's
shareholders. The Company will convene an extraordinary general
meeting of its shareholders in November of 2014 to seek public
shareholders' approval of the transactions. Huaneng Group, HIPDC
and their affiliates having interests in the transactions will
abstain from voting at the extraordinary general meeting. An
independent committee of the Board of Directors will be established
(the "Independent Board Committee") to consider the transactions
and advise the public shareholders on the desirability of the
transactions. The Independent Board Committee will comprise of Li
Zhengsheng, Qi Yudong, Zhang Shouwen, Yue Heng and Zhang Lizi, the
independent nonexecutive directors of the Company. The Independent
Board Committee will appoint Guotai Junan Capital Limited as
independent financial advisor to advise both the Independent Board
Committee and the public shareholders in respect of the
transactions.
Additional Information about the Transaction
The Company will file with the Securities and Exchange
Commission (the "SEC") a Current Report on Form 6-K regarding the
transaction. All parties desiring details regarding the transaction
are urged to review these documents, which are available at the
SEC's website (http://www.sec.gov).
About Huaneng Power International, Inc.
Huaneng Power International, Inc. is one of China's largest listed power producers with
controlled generation capacity of 66,888 MW and equity-based
generation capacity of 60,184 MW. The power plants of the
Company are located in 19 provinces, municipalities and autonomous
regions in China. The Company also has a wholly-owned power
company in Singapore.
For Enquires, Please Contact
Huaneng Power International, Inc.
Ms. MENG Jing / Ms. ZHAO Lin
Tel: +86-10-6608-6765 /
+86-6322-6596
Fax: +86-10-6641-2321
E-mail: zqb@hpi.com.cn
Wonderful Sky Financial Group Limited
Wonderful Sky Financial Group Limited
Ms. Erica Tao / Ms. Shiloh Xiang
Tel: +852-2851-1038
Fax: +852-2865-1638
Email: ericatao@wsfg.hk / shilohxiang@wsfg.hk
SOURCE Huaneng Power International, Inc.