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					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in any doubt about any of the contents of this circular or as to what action to take in relation to
this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional
accountant or other professional adviser.

If you have sold or transferred all your shares in Huadian Power International Corporation Limited*
(the “Company”), you should at once hand this circular and the proxy form and reply slip to the purchaser(s)
or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer
was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this circular, make no representation as to its accuracy or completeness and
expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this circular.




                            華電國際電力股份有限公司
                  Huadian Power International Corporation Limited*
    (A Sino-foreign investment joint stock company limited by shares incorporated in the People’s Republic of China (the “PRC”))
                                                       (Stock Code: 1071)


                  (1) SUPPLEMENTAL CIRCULAR IN RELATION TO THE
                   EXTRAORDINARY GENERAL MEETING TO BE HELD
                           ON 28 DECEMBER 2012 IN RELATION
                              TO THE PROPOSED MANDATE
                          FOR THE POSSIBLE MAJOR DISPOSAL
                                         AND
                             (2) SUPPLEMENTAL NOTICE OF
                        THE EXTRAORDINARY GENERAL MEETING


The controlling shareholder of the Company, China Huadian, has, in accordance with the relevant provisions
under the articles of association of the Company, proposed and submitted an additional proposal in
connection with a mandate for Possible Major Disposal to be considered and approved at the EGM. The
supplemental notice of EGM is set out on pages 18 to 20 of the Circular.

If you are not able to attend and/or vote at the EGM, you are strongly urged to complete and return the
attached new proxy form in accordance with the instructions thereon and return it to Hong Kong Registrars
Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong,
as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM
or any adjournment thereof.

Completion and return of the new proxy form will not preclude you from attending and voting at the EGM or
at any adjournment thereof should you so wish.

                                                                                                           12 December 2012

*   For identification purposes only
                                                         CONTENTS


                                                                                                                                     Pages

Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               3

Appendix I       – Financial Information of the Group                    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11

Appendix II – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      13

Supplemental Notice of the Extraordinary General Meeting                          . . . . . . . . . . . . . . . . . . . . . . . .      18




                                                                 - i -
                                          DEFINITIONS


       In this circular, unless the context otherwise requires, the following expressions shall have the
following meanings:

“associate(s)”                         has the meaning ascribed to it under the Listing Rules;

“Board”                                means the board of directors of the Company;

“CEA”                                  means China Enterprise Appraisals Co., Ltd.* 中企華資產評估有限
                                       責任公司, an qualified independent valuer;

“China Huadian”                        means 中 國 華 電 集 團 公 司 China Huadian Corporation*, a
                                       wholly PRC State-owned enterprise, and the controlling shareholder
                                       of the Company;

“Company”                              means 華 電 國 際 電 力 股 份 有 限 公 司 Huadian Power
                                       International Corporation Limited*, a Sino-foreign investment joint
                                       stock company limited by shares incorporated in the PRC, whose H
                                       shares and A shares are listed on the Stock Exchange and the
                                       Shanghai Stock Exchange, respectively;

“connected person(s)”                  has the meaning ascribed to it under the Listing Rules;

“controlling shareholder”              has the meaning ascribed to it under the Listing Rules;

“Directors”                            means the directors of the Company;

“EGM”                                  means the extraordinary general meeting of the Company to be held
                                       at Huabin International Hotel, No. 4 Xuanwumen Nei Avenue,
                                       Xicheng District, Beijing, the PRC at 10 a.m. on Friday, 28
                                       December 2012;

“Group”                                means the Company and its subsidiaries as at the Latest Practicable
                                       Date;

“HK$”                                  means the Hong Kong dollar(s), the lawful currency of Hong Kong;

“Hong Kong”                            means the Hong Kong Special Administrative Region of the PRC;

“Latest Practicable Date”              means Friday, 7 December 2012, being the latest practicable date
                                       prior to the printing of this circular for ascertaining certain
                                       information contained herein;

“Listing Rules”                        means the Rules Governing the Listing of Securities on The Stock
                                       Exchange of Hong Kong Limited;



*   For identification purposes only


                                                  - 1 -
                                            DEFINITIONS


“Minimum Consideration”                  means the minimum consideration of RMB1,362 million, i.e. the
                                         initial bidding price, for the disposal of Ningxia Group Interest
                                         under the Possible Major Disposal;

“Ningxia Group”                          means 寧 夏 發 電 集 團 有 限 責 任 公 司 Ningxia Electric Power
                                         Group Co., Ltd.*, a company incorporated in the PRC with limited
                                         liability;

“Ningxia Group Interest”                 means the Company’s entire 23.66% equity interests in Ningxia
                                         Group;

“Ningxia Group Tender”                   means the public tender (掛牌出讓) for the disposal of the Ningxia
                                         Group Interest through SUAEE;

“Ningxia Group Tender Notice”            means the tender notice (掛牌出讓公告) for the disposal of the
                                         Ningxia Group Interest through SUAEE;

“PRC”                                    means the People’s Republic of China;

“Possible Major Disposal”                the Company’s proposed disposal of the Ningxia Group Interest
                                         through SUAEE;

“Proposed Mandate”                       means a general mandate to be granted in advance to the Directors
                                         to enter into and complete the Possible Major Disposal by the
                                         Shareholders at the EGM;

“Publication Period”                     means the publication period for the Ningxia Group Tender during
                                         which period qualified bidders may indicate their interest in
                                         purchasing Ningxia Group Interest and registered as interested
                                         bidders;

“RMB”                                    means Renminbi, the lawful currency of the PRC;

“SFO”                                    means the Securities and Futures Ordinance (Chapter 571 of the
                                         Laws of Hong Kong), as amended, supplemented or otherwise
                                         modified from time to time;

“Shareholder(s)”                         means the shareholders of the Company;

“Stock Exchange”                         means The Stock Exchange of Hong Kong Limited;

“SUAEE”                                  means Shanghai United Assets And Equity Exchange, an approved
                                         equity exchange for the transfer of State-owned asset; and

“%”                                      means per cent.

*     For identification purposes only



                                                   - 2 -
                                         LETTER FROM THE BOARD




                             華電國際電力股份有限公司
                   Huadian Power International Corporation Limited*
     (A Sino-foreign investment joint stock company limited by shares incorporated in the People’s Republic of China (the “PRC”))
                                                        (Stock Code: 1071)

Directors:                                                                             Office address:
Yun Gongmin (Chairman, Non-executive Director)                                         No. 2 Xuanwumennei Street
Chen Feihu (Vice Chairman, Non-executive Director)                                     Xicheng District
Chen Dianlu (Vice Chairman, Non-executive Director)                                    Beijing, the PRC
Chen Jianhua (Executive Director)
Wang Yingli (Non-executive Director)                                                   Place of business in Hong Kong:
Chen Bin (Non-executive Director)                                                      8th Floor, Gloucester Tower
Zhong Tonglin (Executive Director)                                                     The Landmark
Chu Yu (Non-executive Director)                                                        15 Queen’s Road Central
Wang Yuesheng (Independent Non-executive Director)                                     Hong Kong
Wang Jixin (Independent Non-executive Director)
Ning Jiming (Independent Non-executive Director)
Yang Jinguan (Independent Non-executive Director)

                                                                                       12 December 2012

To the Shareholders

Dear Sir or Madam,

                   (1) SUPPLEMENTAL CIRCULAR IN RELATION TO THE
                    EXTRAORDINARY GENERAL MEETING TO BE HELD
                            ON 28 DECEMBER 2012 IN RELATION
                               TO THE PROPOSED MANDATE
                           FOR THE POSSIBLE MAJOR DISPOSAL
                                          AND
                              (2) SUPPLEMENTAL NOTICE OF
                         THE EXTRAORDINARY GENERAL MEETING

I.        BACKGROUND AND PROCESS OF POSSIBLE MAJOR DISPOSAL

        Reference is made to the announcement of the Company dated 30 November 2012. The Company
proposes to dispose the Ningxia Group Interest. The Ningxia Group Interest constitutes a State-owned asset
and the disposal of the same is required to go through the process of open tender through an approved equity
exchange in accordance with the relevant PRC laws and regulations concerning the disposal of State-owned
assets. The Possible Major Disposal will be carried out through SUAEE.



*    For identification purposes only


                                                                - 3 -
                                  LETTER FROM THE BOARD


        To commence the Ningxia Group Tender process, the Company has, on 30 November 2012, submitted
to SUAEE the Ningxia Group Tender Notice setting out, among others, (i) the Minimum Consideration, i.e.,
the initial bidding price for the disposal of Ningxia Group Interest, (ii) the major terms for the disposal of the
Ningxia Group Interest, and (iii) descriptions of and qualifications required for potential bidders.

       After the Ningxia Group Tender Notice was submitted, the Publication Period has commenced and
will be open for 20 working days ending 28 December 2012. During the Publication Period, qualified bidders
may indicate their interest in purchasing Ningxia Group Interest and register themselves as interested bidders.
The Company is permitted to withdraw the Ningxia Group Tender Notice at any time before the expiry of the
Publication Period and will not be bound to enter into any sale and purchase agreement concerning the
disposal of Ningxia Group Interest with any bidder if the Ningxia Group Tender Notice is withdrawn.
Pursuant to the relevant regulations of SUAEE, the Company is only required to pay a service charge of
approximately RMB590,000 to SUAEE to withdraw the Ningxia Group Tender Notice and there would be no
other expenses payable by the Company nor other liabilities for the Company to carry.

       Upon expiry of the Publication Period and depending on the number of bidders who have tendered
their bidding proposals, SUAEE will notify the Company the identity of the successful bidder. Within 3
working days of the notification of the successful bidder by SUAEE, the Company will enter into a sale and
purchase agreement in relation to the disposal of Ningxia Group Interest with the successful bidder and to
complete the disposal contemplated under the agreement.

       As the highest size test percentage ratio in relation to the Possible Major Disposal exceeds 25% but is
less than 75%, the Possible Major Disposal, if materialized, will constitute a major disposal of the Company
and will be subject to announcement and shareholders’ approval requirements under Chapter 14 of the Listing
Rules. The controlling shareholder of the Company, China Huadian, has, in accordance with the relevant
provisions under the articles of association of the Company, proposed and submitted an additional proposal in
connection with granting the Proposed Mandate for the Possible Major Disposal to be considered and
approved at the EGM.

       This supplemental circular is to provide you with further details of the Possible Major Disposal and
the supplemental notice of the EGM. Shareholders are advised to refer to this supplemental circular to make a
properly-informed decision with respect to the Possible Major Disposal.

II.    THE POSSIBLE MAJOR DISPOSAL

       1.     Major terms of the Possible Major Disposal as specified under the Ningxia Group Tender
              Notice

              A.     Description and qualifications of the potential bidders

                     The potential bidders shall satisfy, among others, the following description and
              qualifications:

                     (a)    a potential bidder must be an enterprise registered in the PRC which has legally
                            subsisted for a period not less than eight years with its registered capital being not
                            less than RMB5 billion;


                                                      - 4 -
                   LETTER FROM THE BOARD


      (b)    the net assets of a potential bidder as at 31 December 2011 shall be not less than
             RMB5 billion (as shown in its 2011 audited annual report); and

      (c)    a potential bidder must have a sound business reputation and financial conditions
             and must comply with other conditions required under the PRC law and
             administrative regulations.

      The potential bidders and their ultimate beneficial owners must be third parties
independent of the Company and connected persons of the Company.

B.    Date of the Ningxia Group Tender

       The Ningxia Group Tender Notice has been submitted to SUAEE on 30 November 2012.
The Publication Period of the Ningxia Group Tender will be open for 20 working days
(excluding public holidays in the PRC) and shall end on 28 December 2012.

       Upon expiry of the Publication Period and depending on the number of bidders who
have tendered their bidding proposals, the SUAEE will notify the Company the identity of the
successful bidder.

      Within 3 working days of the notification of successful bidder by SUAEE, the Company
must enter into a sale and purchase agreement in relation to the Possible Major Disposal with
the successful bidder. Should there be a successful bidder for Ningxia Group Tender, it is
expected that the sale and purchase agreement will be entered into on or around 29 December
2012.

C.    Consideration

       The Minimum Consideration, i.e. the initial bidding price, for the Ningxia Group Interest
is approximately RMB1,362 million (equivalent to approximately HK$1,681 million).
Shareholders should note that the final consideration will depend on the final bid price
offered by the successful bidder, but will in any event be no less than the Minimum
Consideration.

       The Minimum Consideration is determined after having taken into account a number of
factors, including the valuation results of Ningxia Group prepared by a qualified independent
valuer, CEA, and the status of production and operation of Ningxia Group. The Directors
consider that the Minimum Consideration is fair and reasonable.

       The consideration shall be paid in cash. The first payment (including the deposit which
shall form part of the first payment), i.e. 40% of the consideration for the Possible Major
Disposal shall be paid on the same date of entering into the sale and purchase agreement and
the remaining 60% of the consideration shall be paid within 2 months from the effective date of
the sale and purchase agreement. Pursuant to the relevant regulations of SUAEE, the successful
bidder may proceed with the registration of transfer of the Ningxia Group Interest with
competent business registration authority after the sale and purchase agreement is entered into


                                      - 5 -
                          LETTER FROM THE BOARD


      and the first instalment of the consideration is paid. Pursuant to the relevant regulations of
      SUAEE, in order to secure the payment of the second instalment of consideration, the
      successful bidder shall pledge the Ningxia Group Interest to the Company after the transfer is
      completed and until the payment of second instalment of consideration is settled in full. The
      successful bidder shall also pay the interest to the Company with respect to the amount of
      second instalment of consideration for the period starting from the first payment date and
      ending on the second payment date according to the bank interest rates for bank loan for the
      same period.

      D.     Conditions precedent to the entering into and completion of the Possible Major
             Disposal

             The entering into and completion of the Possible Major Disposal are subject to, among
      others, the fulfilment of the following conditions:

             (a)    the sale and purchase agreement with respect to the Possible Major Disposal
                    having been validly executed by both parties; and

             (b)    the Proposed Mandate having been approved by the Shareholders at the EGM.

             Should the Company fail to obtain the Proposed Mandate from the Shareholders at the
      EGM, the Company is permitted to and must withdraw the Ningxia Group Tender Notice
      before the expiry of the Publication Period and no disposal of the Ningxia Group Interest will
      take place.

2.    Reason for and benefits of the Possible Major Disposal

       The Possible Major Disposal is expected to be conducive to optimize the Group’s assets
structure and liquidize the Group’s remnant assets. The Minimum Consideration for the Possible Major
Disposal also represents a reasonable gain over the costs of the Group’s investment in Ningxia Group.

      The Directors are of the view that the Possible Major Disposal will be carried out upon normal
commercial terms which are fair and reasonable and in the interest of the Company and the
Shareholders as a whole.

3.    Financial effects of the Possible Major Disposal

       The Company intends to use the net proceeds arising from the Possible Major Disposal as
working capital. The gain expected to accrue to the Company from the Possible Major Disposal
(before deducting taxes and other expenses payable by the Company in respect of the Possible Major
Disposal), being the difference between the Minimum Consideration and the carrying amount of the
Group’s investment in Ningxia Group at the date of 31 December 2011, is approximately RMB280
million (equivalent to approximately HK$346 million). The excess of the Minimum Consideration
over the net book value of the Ningxia Group at the date of 31 December 2011, is approximately
RMB366 million (equivalent to approximately HK$452 million). The Directors are of the view that the
Possible Major Disposal will not have any material effect on the assets and liabilities of the Company.


                                             - 6 -
                                  LETTER FROM THE BOARD


III.   LISTING RULES IMPLICATIONS

       As the highest size test percentage ratio in relation to the Possible Major Disposal exceeds 25% but is
less than 75%, the Possible Major Disposal, if it materializes, will accordingly constitute a major transaction
for the Company and will, therefore, be subject to the announcement and the shareholders’ approval
requirements under the Listing Rules.

       If there is a successful bidder upon expiry of the Publication Period, the Company will thereupon
become unconditionally obliged to enter into and complete a sale and purchase agreement with the successful
bidder to dispose the Ningxia Group Interest and will not, at that time, be able to seek the approval of the
Shareholders which is required under Chapter 14 of the Listing Rules. Accordingly, the Directors are seeking
the Shareholders’ advance approval for the grant of the Proposed Mandate at the EGM.

        It is a requirement that the potential bidders and their ultimate beneficial owners must be third parties
independent of the Company and connected persons of the Company, and the identity of the successful
bidder will only be determined until after the expiry of the Publication Period. To the best of the Directors’
knowledge, information and belief, no Director is required to abstain from voting on the board resolution in
relation to the approval of the Possible Major Disposal and no Shareholder is required to abstain from voting
on the resolution to approve the grant of the Proposed Mandate at the EGM.

        An announcement containing, among other things, (i) the result of the Ningxia Group Tender; (ii) the
final bid price offered by the successful bidder; and (iii) the entering into the sale and purchase agreement in
relation to the Possible Major Disposal will be made by the Company as soon as practicable after the expiry
of the Publication Period in compliance with Chapter 14 of the Listing Rules.

      As the Possible Major Disposal may or may not proceed, Shareholders and potential investors
should exercise caution when dealing in the shares of the Company.

IV.    INFORMATION ON NINGXIA GROUP AND THE COMPANY

       1.     Information on Ningxia Group

              Ningxia Group is a limited liability company established in the PRC on 26 June 2003. It is an
       integrated power generation company with conventional coal-fire power generation and new energy
       generation, each with its own industry chain and supporting assets/facilities. The new energy
       generation business of Ningxia Group comprises mainly wind power and solar power, with its own




                                                      - 7 -
                                       LETTER FROM THE BOARD


        wind/solar power manufacturing facilities. As at the date of the Latest Practicable Date, the registered
        capital of Ningxia Electric Power was approximately RMB3,573 million and its equity interests were
        held by 6 equity holders, details of which are set out as below:

                                                                                               Equity Interest
                Name of equity holder                                                             Percentage

                Ningxia State-owned Investment and Operation Limited Liability
                  Company* (寧夏國有投資運營有限責任公司)                                                             25.26%

                The Company                                                                             23.66%

                Bank of China Group Investment Limited (Hong Kong)*
                  (中銀集團投資有限公司          (香港)    )                                                        23.42%

                China Zhongtou Trust Co., Ltd.*
                  (中投信託有限責任公司)                                                                          11.88%

                Beijing Energy Investment (Holding) Co., Ltd.*
                  (北京能源投資       (集團)   有限公司)                                                             7.96%

                Ningxia Power Investment Corporation*
                  (寧夏電力投資集團有限公司)                                                                         7.82%

               As at 31 December 2011, the audited book value of the net asset of Ningxia Group was
        approximately RMB4,210 million (equivalent to approximately HK$5,198 million). The valuation of
        the net asset of Ningxia Group as at 31 December, 2011, as prepared by CEA by adopting cost
        method, was approximately RMB4,919 million (equivalent to approximately HK$6,073 million).
        Further audited consolidated financial information of Ningxia Group is set out in the table below
        (prepared under the PRC accounting standards):

                                                                                                Unit: RMB’000
                                                                              For the year       For the year
                                                                                 ended 31             ended 31
                                                                                December             December
                                                                                      2011                2010

                Net profit (before taxation and extraordinary items)                 34,012              41,131

                Net profit (after taxation and extraordinary items)                  28,615              35,333

        2.      Information on the Company

              The Company and its subsidiaries are principally engaged in the construction and operation of
        power plants and other businesses related to power generation.



*   For identification purposes only


                                                      - 8 -
                                   LETTER FROM THE BOARD


V.      THE EGM

      The Company will hold the EGM as originally scheduled at Huabin International Hotel, No. 4
Xuanwumen Nei Avenue, Xicheng District, Beijing, the PRC at 10 a.m. on Friday, 28 December 2012. A
supplemental notice of the EGM is set out on pages 18 to 20 of this circular.

       For details of the other resolutions submitted to the EGM for consideration and approval as well as the
closure of register of members, eligibility for attending the EGM, registration procedures of attending the
EGM, appointment of proxies and other matters, please refer to the notice of the EGM of the Company dated
9 November 2012 (the “Notice”).

       Since the proxy form for the EGM (the “Old Proxy Form”) sent together with the Notice does not
contain the newly-added resolution as set out in the supplemental notice of EGM under this supplemental
circular, a new proxy form for the EGM (the “New Proxy Form”) has been prepared and is enclosed with
this supplemental circular.

       You are requested to complete and return the New Proxy Form in accordance with the instructions
printed thereon to Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183
Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 24 hours
before the time appointed for holding the EGM or any adjournment thereof (the “Closing Time”).

       A Shareholder who has not yet lodged the Old Proxy Form with the Company’s registrar is requested
to lodge the New Proxy Form if he or she wishes to appoint proxies to attend the EGM on his or her behalf.
In this case, the Old Proxy Form should not be lodged with the Company’s registrar.

        A Shareholder who has already lodged the Old Proxy Form with the Company’s registrar should note
that:

        (i)     If no New Proxy Form is lodged with the Company’s registrar, the Old Proxy Form will
                be treated as a valid proxy form lodged by him or her if correctly completed. The proxy so
                appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain on
                any resolution properly put to the EGM other than those referred to in the Notice and the Old
                Proxy Form, including the newly-added resolution as set out in the supplemental notice of
                EGM under this supplemental circular.

        (ii)    If the New Proxy Form is lodged with the Company’s registrar before Closing Time, the
                New Proxy Form will revoke and supersede the Old Proxy Form previously lodged by him
                or her. The New Proxy Form will be treated as a valid proxy form lodged by the
                Shareholder if correctly completed.

        (iii)   If the New Proxy Form is lodged with the Company’s registrar after the Closing Time, the
                New Proxy Form will be invalid. However, it will revoke the Old Proxy Form previously
                lodged by the Shareholder, and any vote that may be cast by the purported proxy
                (whether appointed under the Old Proxy Form or the New Proxy Form) will not be
                counted in any poll which may be taken on a proposed resolution. Accordingly,
                Shareholders are advised not to lodge the New Proxy Form after the Closing Time. If such


                                                      - 9 -
                                   LETTER FROM THE BOARD


               Shareholder wishes to vote at the EGM, he/she will have to attend in person and vote at the
               EGM by himself/herself. Shareholders are reminded that completion and delivery of the Old
               Proxy Form and/or the New Proxy Form will not preclude Shareholders from attending and
               voting in person at the EGM or at any adjournment thereof should they so wish.

VI.      RECOMMENDATIONS

       The Directors are of the opinion that the Possible Major Disposal is fair and reasonable and in the
interests of the Company and the Shareholders as a whole. The Directors recommend the Shareholders to
vote in favour of the relevant resolution to be proposed at the EGM.

VII.     FURTHER INFORMATION

       Your attention is drawn to the financial information of the Group as set out in Appendix I to this
circular, the other general information as set out in Appendix II to this circular and the supplemental notice of
the EGM.

                                                                       Yours faithfully,
                                                                For and on behalf of the Board
                                                       Huadian Power International Corporation Limited*
                                                                          Chairman
                                                                        Yun Gongmin

*      For identification purposes only




                                                     - 10 -
APPENDIX I                                    FINANCIAL INFORMATION OF THE GROUP


1.    FINANCIAL INFORMATION OF THE GROUP FOR THE LAST THREE YEARS

       The Company is required to set out in this circular the information for the last three financial years
with respect to the Group’s profits and losses, financial record and position (set out as a comparative table),
and the latest published audited balance sheet together with the notes to the annual accounts for the latest
financial year.

        The audited consolidated financial statements together with relevant notes thereto of the Company for
the years ended 31 December 2009, 2010 and 2011 have been disclosed in the following documents
published on the Stock Exchange’s website (http://www.hkexnews.hk) and the Company’s website
(http://www.hdpi.com.cn):

      •      Annual report of the Company for the year ended 31 December 2011 published on 23 April
             2012 (Page 34 to page 158);

      •      Annual report of the Company for the year ended 31 December 2010 published on 21 April
             2011 (Page 36 to page 158); and

      •      Annual report of the Company for the year ended 31 December 2009 published on 23 April
             2010 (Page 59 to page 206).

2.     STATEMENT OF INDEBTEDNESS

       As at the close of business on 31 October 2012, being the latest practicable date for the purpose of
ascertaining the indebtedness of the Group prior to the printing of this circular, the Group had total interest-
bearing borrowings of approximately RMB116.26 billion, comprising secured bank loan and other
borrowings of approximately RMB21.66 billion, and unsecured bank loan and other borrowings of
approximately RMB94.60 billion.

       As at 31 October 2012, the capital commitment of the Group for purchase of fixed assets and external
investment amounted to approximately RMB30 billion; pursuant to the operating lease agreements in respect
of land and buildings, the minimum lease payments payable by the Group are RMB5 billion. In addition, the
Group did not have any other material capital commitment.

       As at 31 October 2012, Guang’an Company, a subsidiary of the Company, provided guarantees to
banks for loans amounting to RMB164 million to Sichuan Huayingshan Longtan Coal Power Company
Limited, an associated company of Guang’an Company; and Zhongning Company provided guarantees to
banks for loans amounting to RMB25 million to Ningxia Power Generation (Group) Company Limited. Save
as stated above, the Group had no other material contingent liabilities.

      As at 31 October 2012, the Group’s balance of unguaranteed and unsecured short-term debenture
payable amounted to approximately RMB3.5 billion, the unguaranteed and unsecured ultra-short-term
debenture payable amounted to approximately RMB6.5 billion, the unguaranteed and unsecured medium-term
notes payable (including those due within one year) amounted to approximately RMB5.4 billion, and the
balance of unguaranteed and unsecured private placement bond amounted to approximately RMB5 billion.




                                                    - 11 -
APPENDIX I                                     FINANCIAL INFORMATION OF THE GROUP


       As at 31 October 2012, the Group has pledged approximately RMB81 million of deposit to secure
approximately RMB401 million of interest-bearing bank borrowings, bank facilities and other financial
instruments.

         Save as aforesaid, as at the close of business on 31 October 2012, the Group did not have any
indebtedness in respect of any debentures, borrowings or indebtedness including bank overdrafts and
liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase
commitments, loan capital, bank loans, term loans and other borrowings, debt securities or other similar
liabilities, finance lease commitments (whether or not secured), mortgages, charges, guarantees or other
contingent liabilities.

       The Directors have confirmed that there has not been any material change in the indebtedness or
contingent liabilities of the Group since 31 October 2012.

3.     WORKING CAPITAL

       As at the Latest Practicable Date, having made appropriate inquiries and taking into account of the
internal resources of the Group and currently available loan facilities, the Directors are of the opinion that the
Group will have sufficient working capital for its present requirements for at least the next 12 months from
the date of this circular.

4.     FINANCIAL AND BUSINESS OUTLOOK

        The Directors are of the view that the Group’s operation environment will be improved. China’s
demand for electricity in the remaining of year 2012 and year 2013 is expected to maintain its stable growth
momentum. The supply-and-demand of coal and electricity is expected to maintain balanced position and be
less stringent to the Group, which may be favourable for the Group to control its costs of fuel for electricity
generation. It is expected that the profitability of coal-fired generating units of the Group will be improved in
the remaining of year 2012 and year 2013.

       Except for the coal-fired power generation business, the Group is expected to reap a stable return from
its wind power sector, hydropower sector and its investment in the coal business. Such return from the
aforementioned sectors will continue to contribute to the over-all increase of the Group’s profitability.

       Along with the Group’s high-capacity and high-efficiency generating units being put into production,
the energy consumption indicators of the Group will be further optimized. In addition, in light of the People’s
Bank of China having lowered the lending rates twice in 2012, the Group is expected to be in a better
position to control its finance costs in year 2013. With the further optimization of the energy consumption
indicators of its generating units and the improvement of external operation environment, the competitiveness
of the Group will be further enhanced and bring economic benefits to the Group.

5.     MATERIAL ADVERSE CHANGE

       As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the
financial or trading position of the Group since 31 December 2011, being the date to which the latest
published audited consolidated financial statements of the Group were made up.


                                                     - 12 -
APPENDIX II                                                                 GENERAL INFORMATION


1.     RESPONSIBILITY STATEMENT

       This circular, for which the Directors collectively and individually accept full responsibility, includes
particulars given in compliance with the Listing Rules for the purpose of giving information with regard to
the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their
knowledge and belief the information contained in this circular is accurate and complete in all material
respects and not misleading or deceptive, and there are no other matters the omission of which would make
any statement herein or this circular misleading.

2.    DISCLOSURE OF INTERESTS

      (a)    Interests of Directors, Supervisors, Chief Executive and Senior Management

                                                               Number of A shares
                               Position In the                 of the Company held
             Name              Company                         as personal interest              Capacity

             Gou Wei           Deputy general manager          10,000 (Note)                     Beneficial owner

             Note:   Representing approximately 0.0002% of the total issued A shares of the Company as at the Latest
                     Practicable Date.


             Save as disclosed above, so far as the Company is aware, as at the Latest Practicable Date, none
      of the Directors, proposed Director, supervisors, chief executives or members of the senior
      management of the Company and their respective associates had any interest or short position in
      the shares, underlying shares and/or debentures (as the case may be) of the Company and/or any of its
      associated corporations (within the meaning of Part XV of the SFO) which was required to be notified
      to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of
      the SFO (including interests and short positions which any such Director, proposed Director,
      supervisor, chief executive or member of senior management was taken or deemed to have under such
      provisions of the SFO), or which was required, pursuant to section 352 of the SFO, to be entered in
      the register referred to therein, or which was required pursuant to the Model Code for Securities
      Transactions by Directors of Listed Companies as set out in Appendix 10 to the Listing Rules to be
      notified to the Company and the Stock Exchange (which for this purpose shall be deemed to apply to
      the supervisors of the Company to the same extent as it applies to the Directors).

      (b)     Interests of Substantial Shareholders

            So far as the Directors are aware, as at the Latest Practicable Date, each of the following
      persons, not being a Director, supervisor, chief executive or member of the senior management of the
      Company, had an interest or short position in the Company’s shares which would fall to be disclosed




                                                      - 13 -
APPENDIX II                                                                                   GENERAL INFORMATION


    to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the
    SFO, or was otherwise interested in 5% or more of any class of the then issued share capital of the
    Company, or was a substantial shareholder (as defined in the Listing Rules) of the Company:

                                                                                               Interests in shares as at the Latest Practicable Date
                                                                                                Approximate         Approximate          Approximate
                                                                                                percentage of       percentage of        percentage of
                                                                                              shareholding in     shareholding in     shareholding in
                                                                                              the Company’s       the Company’s        the Company’s
                                          Class of      Number of                                 total issued     total issued A       total issued H
          Name of Shareholder             shares        shares held    Capacity                 share capital              shares               shares

          China Huadian Corporation       A shares    3,171,061,853    Beneficial owner               43.02%               53.38%                      –


                                          H shares    85,862,000 (L)                                   1.16%                    –               6.00%
                                                            (Note 1)


          Shangdong International Trust   A shares   800,766,729 (L) Beneficial owner                 10.86%               13.48%                      –
             Corporation


          Cheah Cheng Hye                 H shares   100,202,000 (L) Founder of a                      1.36%                    –               7.00%
                                                            (Note 2)    discretionary trust


          The letter “L” denotes a long position in the relevant shares.

          Note 1:         These H shares were held in name of HKSCC Nominees Limited and were directly held through a
                          wholly-owned subsidiary of China Huadian, namely, China Huadian Hong Kong Co., Ltd.


          Note 2:         These H shares were held in name of HKSCC Nominees Limited. Each of Cheah Capital
                          Management Limited, Cheah Company Limited and Value Partners Group Limited was deemed to
                          be interested in the same tranche of H Shares by virtue of their direct or indirect control by Cheah
                          Cheng Hye; Hang Seng Bank Trustee International Limited was deemed to be interested in the same
                          tranche of H Shares by virtue of being trustee for Cheah Cheng Hye and To Hau Yin was deemed to
                          be interested in the same tranche of H Shares by virtue of being a child under 18 or spouse of Cheah
                          Cheng Hye.


           Save as disclosed above and so far as the Directors were aware, as at the Latest Practicable
    Date, no other person (other than the Directors, supervisors, chief executives or members of senior
    management of the Company) had an interest or short position in the Company’s shares or underlying
    shares (as the case may be) which would fall to be disclosed to the Company and the Stock Exchange
    under the provisions of Divisions 2 and 3 of Part XV of the SFO and as recorded in the register
    required to be kept under section 336 of the SFO, or was otherwise a substantial shareholder (as
    defined in the Listing Rules) of the Company.

          Four Directors, namely, Yun Gongmin, Chen Feihu, Chen Bin and Chu Yu, hold positions in
    China Huadian Corporation. They are not directors of China Huadian Corporation.




                                                              - 14 -
APPENDIX II                                                              GENERAL INFORMATION


             Save as disclosed above, as at the Latest Practicable Date, none of the Directors, proposed
      Director or supervisors was also a director or employee of a company which had an interest or short
      position in the shares or underlying shares of the Company which would fall to be disclosed to the
      Company under the provisions of Division 2 and 3 of Part XV of the SFO.

3.    SERVICE CONTRACTS

       As at the Latest Practicable Date, none of the Directors, proposed Director or supervisors of the
Company had entered into or proposed to enter into any service contract with any member of the Group
(excluding contracts expiring or determinable by the relevant member of the Group within one year without
payment of compensation (other than statutory compensation)).

4.    COMPETING INTERESTS

       As at the Latest Practicable Date, none of the Directors or proposed Director or their respective
associates had any interest in other business which competes or is likely to compete with the business of the
Group as if each of them were treated as a controlling shareholder of the Company under Rule 8.10 of the
Listing Rules.

5.    INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS
      SIGNIFICANT TO THE GROUP

       As at the Latest Practicable Date, none of the Directors, proposed Director or supervisors of the
Company had any direct or indirect interest in any assets which had been since 31 December 2011 (being the
date to which the latest published audited accounts of the Company were made up) acquired or disposed of
by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group.

      As at the Latest Practicable Date, none of the Directors, proposed Director, or supervisors of the
Company was materially interested in any contract or arrangement entered into by any member of the Group
which was subsisting as at the Latest Practicable Date and which was significant in relation to the business of
the Group.

6.    MATERIAL LITIGATION

         As at the Latest Practicable Date, certain members of the Group were a party to certain litigations
arising from the ordinary course of business or assets acquisition. The likely outcome of these contingent
liabilities, litigations or other legal proceedings cannot be ascertained at present, but the management of the
Group believes that any possible legal liability which may result from the aforesaid cases will not have
material adverse effect on the financial position and operating results of the Group. Save as disclosed, as at
the Latest Practicable Date, no material litigation or claims were pending or threatened or made against the
Group so far as the Directors were aware.




                                                    - 15 -
APPENDIX II                                                              GENERAL INFORMATION


7.    MATERIAL CONTRACTS

       As at the Latest Practicable Date, the particulars of the material contract (not being contracts entered
into in the ordinary course of business) entered into by any member of the Group within the two years
immediately preceding the issue of this circular are set out as follows:

       The subscription agreement and the supplemental subscription agreement entered into between the
Company and China Huadian on 20 May 2011 and 22 November 2011, respectively, with respect to the
subscription of new A Shares of the Company by China Huadian, pursuant to which China Huadian will, at a
subscription price of not less than RMB3.00 (approximately HK$3.68) per A share, subscribe in cash for not
less than 60,000,000 and not more than 90,000,000 new A shares of par value of RMB1.00 each with a total
subscription price of approximately RMB270 million (approximately HK$331 million) (assuming
subscription of the maximum 90,000,000 new A Shares under the CH Subscription Agreement). Details of
the agreement are set out in the circular of the Company dated 12 December 2011.

      Save as disclosed above, none of the members of the Group had entered into any contracts within the
two years immediately preceding the date of this circular which are not in the ordinary course of business and
which are or may be material.

8.    MISCELLANEOUS

      (a)    The registered office of the Company is situated at No. 14800, Jingshi Road, Jinan City,
             Shandong Province, the PRC.

      (b)    The business office of the Company is situated at No. 2 Xuanwumennei Street, Xicheng
             District, Beijing, the PRC.

      (c)    The secretary of the Company is Mr. Zhou Lianqing. Mr. Zhou is a senior engineer, and he
             graduated from the Shandong University. Mr. Zhou has been an associated member of the Hong
             Kong Institute of Chartered Secretaries since 1 January 2005.

      (d)    The Hong Kong H share registrar and H share transfer office of the Company is Hong Kong
             Registrars Limited situated at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s
             Road East, Hong Kong.

      (e)    The English text of this circular and the supplemental notice of EGM shall prevail over their
             respective Chinese text in the case of inconsistency.

9.    DOCUMENTS AVAILABLE FOR INSPECTION

      Copies of the following documents will be available for inspection during normal business hours on
any weekday from the date of this circular up to and including 14 days (except public holidays) at the offices
of KCS Hong Kong Limited, 8th Floor, Gloucester Tower, the Landmark 15 Queen’s Road Central, Hong
Kong:

      (a)    the existing articles of association of the Company;


                                                    - 16 -
APPENDIX II                                                          GENERAL INFORMATION


    (b)   the annual reports of the Company for the two years ended 31 December 2011;

    (c)   the interim report of the Company for the six months ended 30 June 2012;

    (d)   all material contracts referred to in the paragraph headed “Material contracts’’ in this appendix;

    (e)   the valuation report of Ningxia Group prepared by CEA;

    (f)   the circular of the Company dated 10 February 2012 on (1) the continuing connected
          transactions and major transaction in respect of the deposit services under the proposed
          financial services agreement and (2) the establishment of the nomination committee; and

    (g)   the circular of the Company dated 9 November 2012 on (1) continuing connected transaction,
          (2) proposed amendment to the articles of association and (3) proposed election and
          appointment of a director.




                                                - 17 -
SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING




                            華電國際電力股份有限公司
                  Huadian Power International Corporation Limited*
    (A Sino-foreign investment joint stock company limited by shares incorporated in the People’s Republic of China (the “PRC”))
                                                       (Stock Code: 1071)

      SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

       Reference is made to the notice (the “Notice”) of the extraordinary general meeting of the Company
(“EGM”) dated 9 November 2012, which set out the time and venue of the EGM and the resolutions (the
“Original Resolutions”, each an “Original Resolution”) to be proposed at the EGM for approval by the
shareholders of the Company (the “Shareholders”). Unless otherwise stated, the terms used herein shall have
the same meanings as those defined in the circular of the Company dated 12 December 2012 (the
“Circular”). Subsequent to the despatch of the Notice, the Company received from 中 國 華 電 集 團 公 司
(China Huadian Corporation*), the controlling Shareholder, a notice of its intention to propose one more
additional resolution for consideration and approval at the EGM.

       SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT, the EGM will be held as originally
scheduled at time and venue as set out under the Notice, and in addition to the Original Resolutions, the
following resolution (the “New Resolution”) will be included as one newly-added resolution numbered 4 for
approval by the Shareholders by way of an ordinary resolution at the EGM. Save for the above, all
information and contents set out in the Notice remain unchanged.

                                               ORDINARY RESOLUTION

         “THAT

         1.      the Company is hereby authorised to dispose its entire 23.66% equity interest in the Ningxia
                 Group through SUAEE by way of open tender in accordance with the major terms as delineated
                 in the Circular; and the general manager of the Company or his prox(ies) be and are hereby
                 authorised to proceed with the Ningxia Group Tender and, should there be a successful bidder
                 after the expiry of the Publication Period, to complete the Possible Major Disposal and to
                 exercise all the powers of the Company and to do all things and acts and execute and deliver all
                 agreements and documents, as may be necessary, desirable or expedient to carry out or to give




*   For identification purposes only



                                                              - 18 -
 SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING


                   effect to any or all transactions in connection with the Ningxia Group Tender and, should there
                   be a successful bidder after the expiry of the Publication Period, the Possible Major Disposal
                   including, where necessary, affix the common seal of the Company on such documents.”

                                                                                By order of the Board
                                                                   Huadian Power International Corporation Limited*
                                                                                    Yun Gongmin
                                                                                      Chairman

As at the date of this notice, the Board comprises:

Yun Gongmin (Chairman, Non-executive Director), Chen Feihu (Vice Chairman, Non-executive Director),
Chen Dianlu (Vice Chairman, Non-executive Director), Chen Jianhua (Executive Director), Wang Yingli
(Non-executive Director), Chen Bin (Non-executive Director), Zhong Tonglin (Executive Director), Chu Yu
(Non-executive Director), Wang Yuesheng (Independent Non-executive Director), Wang Jixin (Independent
Non-executive Director), Ning Jiming (Independent Non-executive Director) and Yang Jinguan (Independent
Non-executive Director).

Beijing, the PRC
12 December 2012

Notes:

1.       Proxies

         Since the proxy form for the EGM (the “Old Proxy Form”) sent together with the Notice does not contain the newly-
         added resolution as set out in the supplemental notice of EGM under this supplemental circular, a new proxy form for
         the EGM (the “New Proxy Form”) has been prepared and is enclosed with this supplemental circular.

         You are requested to complete and return the New Proxy Form in accordance with the instructions printed thereon to
         Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
         Hong Kong, as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM
         or any adjournment thereof (the “Closing Time”).

         A Shareholder who has not yet lodged the Old Proxy Form with the Company’s registrar is requested to lodge the New
         Proxy Form if he or she wishes to appoint proxies to attend the EGM on his or her behalf. In this case, the Old Proxy
         Form should not be lodged with the Company’s registrar.

         A Shareholder who has already lodged the Old Proxy Form with the Company’s registrar should note that:

         (i)       If no New Proxy Form is lodged with the Company’s registrar, the Old Proxy Form will be treated as a
                   valid proxy form lodged by him or her if correctly completed. The proxy so appointed by the Shareholder
                   will be entitled to vote at his or her discretion or to abstain on any resolution properly put to the EGM other than
                   those referred to in the Notice and the Old Proxy Form, including the newly-added resolution as set out in the
                   supplemental notice of EGM under this supplemental circular.




*    For identification purposes only


                                                                 - 19 -
 SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

     (ii)    If the New Proxy Form is lodged with the Company’s registrar before Closing Time, the New Proxy Form
             will revoke and supersede the Old Proxy Form previously lodged by him or her. The New Proxy Form
             will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

     (iii)   If the New Proxy Form is lodged with the Company’s registrar after the Closing Time, the New Proxy
             Form will be invalid. However, it will revoke the Old Proxy Form previously lodged by the Shareholder,
             and any vote that may be cast by the purported proxy (whether appointed under the Old Proxy Form or
             the New Proxy Form) will not be counted in any poll which may be taken on a proposed resolution.
             Accordingly, Shareholders are advised not to lodge the New Proxy Form after the Closing Time. If such
             Shareholder wishes to vote at the EGM, he/she will have to attend in person and vote at the EGM by himself/
             herself. Shareholders are reminded that completion and delivery of the Old Proxy Form and/or the New Proxy
             Form will not preclude Shareholders from attending and voting in person at the EGM or at any adjournment
             thereof should they so wish.

2.   Miscellaneous

     (1)     Each of the Shareholders (or his proxy) shall exercise his voting rights according to the number of shares with
             voting rights represented by him and shall be entitled to one vote for each share held.

     (2)     The EGM is expected to take about half a day. Shareholders who attend the EGM shall be responsible for their
             own travel and accommodation expenses.

     (3)     The office address of the Company and the contact details of the Secretarial Office of the Board are as follows:

             No. 2 Xuanwumennei Street
             Xicheng District
             Beijing, the PRC
             Tel No.: (86) 10 8356 7903
             Fax No.: (86) 10 8356 7963

     (4)     The address and contact details of Hong Kong Registrars Limited are as follows:

             Rooms 1712-1716, 17th floor
             Hopewell Centre
             183 Queen’s Road East
             Wanchai
             Hong Kong
             Tel No.: (852) 2862 8628
             Fax No.: (852) 2865 0990/2529 6087




                                                         - 20 -

				
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