As filed with the Securities and Exchange Commission on July 28, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
HUANENG POWER INTERNATIONAL, INC.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
THE PEOPLE’S REPUBLIC OF CHINA
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
Timothy F. Keaney
The Bank of New York
101 Barclay Street
New York, New York, 10286
(212) 815-2129
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
For Further Information Contact:
Timothy F. Keaney
The Bank of New York
ADR Department
101 Barclay Street
New York, New York 10286
(212) 815-2129
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing Class H shares, par value RMB 1.00 each, of Huaneng Power International, Inc. | 20,000,000 American Depositary Shares | $5.00 | $1,000,000 | $80.90 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 3, 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 6, 9, 12, 13, 14,
dividends
15, 18 and 21
(iv)
The transmission of notices, reports
Articles number 11, 12, 13, 15, 16,
and proxy soliciting material
17, 18, 19 and 21
(v)
The sale or exercise of rights
Articles number 5, 6, 13, 14, 15,
18 and 21
(vi)
The deposit or sale of securities
Articles number 3, 4, 7, 12, 13, 14,
resulting from dividends, splits
15, 17, 18 and 21
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6, 7,
or withdraw the underlying securities
8, 13, 24 and 25
(x)
Limitation upon the liability
Articles number 14, 18, 19, 21 and
of the depositary
24
3.
Fees and Charges
Articles number 7, 8, 12 and 21
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of amended and restated Deposit Agreement dated as of ____________, 2003, among Huaneng Power International, Inc., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b(1).
Letter agreement, dated July 31, 2002, among Huaneng Power International, Inc., Morgan Guaranty Trust Company and The Bank of New York. - Filed herewith as Exhibit 2.1.
b(2).
Form of letter agreement among Huaneng Power International, Inc. and The Bank of New York relating to pre-release activities. - Filed herewith as Exhibit 2.2.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.
Certification under Rule 466. – Not applicable.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 28, 2003.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Class H shares, par value RMB 1.00 each, of Huaneng Power International, Inc.
By:
The Bank of New York,
As Depositary
By:
/s/ Anthony Moro
Name: Anthony Moro
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Huaneng Power International, Inc. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Beijing, The People’s Republic of China, on July 25, 2003.
HUANENG POWER INTERNATIONAL, INC.
By: /s/ Wang Xiaosong
Name: Wang Xiaosong
Title: Vice Chairman of the Board of Directors
Each person whose signature appears below hereby constitutes and appoints Li Xiaopeng and Wang Xiaosong, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on July 25, 2003.
/s/ Li Xiaopeng
Li Xiaopeng
Chairman of the Board of Directors
/s/ Wang Xiaosong
Wang Xiaosong
Vice Chairman of the Board of Directors
/s/ Ye Daji
Ye Daji
Director/President of the Company
(Principal Executive Officer)
/s/ Huang Jinkai
Huang Jinkai
Director
______________________________
Liu Jinlong
Director
______________________________
Shan Qunying
Director
/s/ Yang Shengming
Yang Shengming
Director
/s/ Xu Zujian
Xu Zujian
Director
/s/ Gao Zongze
Gao Zongze
Independent Director
/s/ Zheng Jianchao
Zheng Jianchao
Independent Director
/s/ Qian Zhongwei
Qian Zhongwei
Independent Director
/s/ Xia Donglin
Xia Donglin
Independent Director
/s/ Huang Jian
Huang Jian
Chief Accountant
(Principal Financial and Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities indicated on July 28, 2003.
/s/ Gregory F. Lavelle
Name: Puglisi & Associates, Gregory F. Lavelle
Authorized U.S. Representative
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1
Form of amended and restated Deposit Agreement dated as of ____________, 2003, among Huaneng Power International, Inc., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.
2.1
Letter agreement, dated July 31, 2002, among Huaneng Power International, Inc., Morgan Guaranty Trust Company and The Bank of New York.
2.2
Form of Letter agreement among Huaneng Power International, Inc. and The Bank of New York relating to pre-release activities.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.