HUANENG POWER INTERNATIONAL, INC. Acquires Power Generating Assets from Huaneng Group and Huaneng International Power Development Corporation

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: [email protected]  

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: [email protected] / [email protected]

SOURCE Huaneng Power International, Inc.