FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March, 2004
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F _____
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934. )
Yes ____No X
(If "Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b): 82-__________. )
N/A
Huaneng Power International, Inc.
West Wing, Building C, Tianyin Mansion
No. 2C Fuxingmennan Street
Xicheng District
Beijing, 100031 PRC
This Form 6-K consists of:
A notice of 2003 annual general meeting, made on March 25, 2004, in
English by Huaneng Power International Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
under-signed, thereunto duly authorized.
HUANENG POWER INTERNATIONAL, INC.
By /s/ Wang Xiaosong
Name: Wang Xiaosong
Title: Vice Chairman
Date: March 25, 2004
Exhibit 99.1
OMITTED][GRAPHIC OMITTED]
(A Sino-foreign joint stock limited company incorporated
in the People's Republic of China)
NOTICE OF 2003 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2003 Annual General Meeting of Huaneng Power
International, Inc. (the "Company") will be held at 9:00 a.m. on Tuesday, 11th
May, 2004 at Beijing International Convention Centre at No. 8 Beichen East
Road, Chaoyang District, Beijing, the People's Republic of China for the
conduct of approving the following resolutions:
Ordinary Resolutions:
1. To consider and approve the working report from the Board of Directors
of the Company for year 2003.
2. To consider and approve the working report from the Supervisory
Committee of the Company for year 2003.
3. To consider and approve the audited financial statements of the Company
for year 2003.
4. To consider and approve the proposal regarding the re-appointment of
PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd as the PRC auditors of
the Company and PricewaterhouseCoopers as the Company's international
auditors for 2004 with a total remuneration of US$1.58 million.
5. To consider and approve the proposal regarding the adjustment of the
remuneration of independent directors. (Note 1)
Special Resolutions:
6. To consider and approve the profit distribution plan of the Company for
year 2003. (Note 2)
7. To consider and approve the proposal regarding issue of new shares by
conversion of the additional paid-in capital and the surplus reserve
fund. (Note 3)
8. To consider and approve the proposed amendments to the Articles of
Association. (Note 4)
By Order of the Board
Huang Long
Company Secretary
Beijing, the PRC
26th March, 2004
Notes:
1. (i) During the term of service, the Company shall pay to each
independent director an annual allowance of Rmb60,000 (tax
exclusive) by two instalments.
(ii) The Company shall reimburse to the independent directors all
their expenses (including travelling expenses and
administrative expenses) reasonably incurred by them for the
purpose of attending the meetings of board of directors and
shareholders meetings and performing their duties as required
by the relevant laws and under the Company's articles of
association.
(iii) Save and except for the above, the Company shall not provide
any other benefits to the independent directors.
2. Having been audited by PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd.
and PricewaterhouseCoopers, the Company's net profit under the PRC GAAP,
International Financial Reporting Standards and US GAAP were
Rmb5,457,142,551, Rmb5,430,407,607 and Rmb5,470,041,000 respectively.
10% and 7.5% of the net profit for year 2003 of the Company under the
PRC GAAP (Rmb5,457,142,551) should be appropriated to the statutory
surplus reserve fund and the statutory public welfare fund respectively,
amounting to a total of Rmb954,999,946. No appropriation will be made to
discretionary surplus reserve fund. According to the articles of
association of the Company, dividends for distribution by the Company
will be based on the lowest of the amounts determined in accordance with
the aforesaid standards. The amount of the profit attributable to
shareholders was Rmb4,475,407,661. As at 31st December, 2003, the
accumulated profit attributable to shareholders was Rmb10,967,358,000.
The distribution of profit for year 2003 by the Company should be based
on the total issued share capital of 6,027,671,200 shares of the
Company, and the Company would make a distribution of cash dividends to
all shareholders on the basis of Rmb5 (including tax) together with five
bonus shares for each 10 shares of the Company. It is estimated that the
total amount of dividends and bonus shares to be paid from the profit
attributable to shareholders as at 31st December, 2003 would be
Rmb6,027,671,200. The remaining Rmb4,939,686,800 would be reserved for
future distribution.
3. As at 31st December, 2003, the Company's additional paid-in capital and
surplus reserve fund under the PRC GAAP were Rmb10,403,229,361 and
4,374,668,188 respectively. On the basis that the Company's total issued
share capital being 6,027,671,200 shares as at the year end of 2003, the
Company will issue additional new shares on the basis of five new shares
for every 10 existing ordinary shares to its shareholders by conversion
of reserve fund (three of which from additional paid-in capital and two
from surplus reserve fund).
4. Details will be set out in a circular of the Company to be issued before
the end of March 2004 and are also available for inspection on the
website of the Shanghai Stock Exchange (http://www.sse.com.cn).
5. Eligibility for attending the Annual General Meeting
Holders of the Company's H Shares whose names appear on the HK$ Dividend
H Shares Register and/or the US$ Dividend H Shares Register maintained
by Hong Kong Registrars Limited and holders of the Company's Domestic
Shares whose names appear on the Domestic Shares Register maintained by
the Company at the close of business on 16th April, 2003 are eligible to
attend the Annual General Meeting and are entitled to receive cash
dividends, bonus shares and new shares issued pursuant to the capital
conversion plan.
6. Proxy
(i) A member eligible to attend and vote at the Annual General Meeting
is entitled to appoint, in written form, one or more proxies to
attend and vote on his behalf. A proxy needs not be a shareholder.
(ii) A proxy should be appointed by a written instrument signed by the
appointor or its attorney duly authorised in writing. If the form
of proxy is signed by the attorney of the appointor, the power of
attorney authorising that attorney to sign or other authorisation
document(s) shall be notarised.
(iii) To be valid, the power of attorney or other authorisation
document(s) which have been notarised together with the completed
form of proxy must be delivered, in the case of holders of
Domestic Shares, to the Company and, in the case of holders of H
Shares, to Computershare Hong Kong Investor Services Limited, not
less than 24 hours before the time designated for holding of the
Annual General Meeting.
(iv) A proxy may exercise the right to vote by a show of hands or by
poll. However, if more than one proxy is appointed by a
shareholder, such proxies shall only exercise the right to vote by
poll.
7. Registration procedures for attending the Annual General Meeting
(i) A shareholder or his proxy shall produce proof of identity when
attending the meeting. If a shareholder is a legal person, its legal
representative or other persons authorised by the board of directors or
other governing body of such shareholder may attend the Annual General
Meeting by producing a copy of the resolution of the board of directors
or other governing body of such shareholder appointing such persons to
attend the meeting.
(ii) Holders of H Shares intending to attend the Annual General Meeting
should return the reply slip for attending the Annual General Meeting to
the Company on or before 20th April, 2004.
(iii) Shareholders may send the reply slip to the Company in person, by
post or by fax.
8. Closure of H Share Register of MembersThe H share register of members
of the Company will be closed from 11th April, 2004 to 10th May, 2004
(both days inclusive).
Due to Hong Kong public holidays the last trading day before the closure
of H Share Register is 8th April, 2004.
9. Other Businesses
(i) The Annual General Meeting will last for half day. Shareholders
who attend shall bear their own travelling and accommodation
expenses.
(ii) The address of the Share Registrar for H Shares of the Company,
Computershare Hong Kong Investor Services Limited, is at:
1901-5
19/F., Hopewell Centre
183 Queen's Road East
Hong Kong
(iii) The registered address of the Company is at:
West Wing,
Building C,
Tianyin Mansion,
2C Fuxingmennan Street,
Xicheng District,
Beijing 100031,
The People's Republic of China
Telephone No.: (+86)-10-66491999
Facsimile No.: (+86)-10-66491888