Exhibit 3.1 English Translation
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Amendment to the Shareholders' Agreement of Huaneng Power International, Inc.
The Amendment to the Shareholders' Agreement (this "Amendment") is entered into
as of May 12, 2006 among the following parties (the "Parties") in Beijing:
(1) Huaneng International Power Development Corporation
(2) Hebei Provincial Construction Investment Company
(3) Jiangsu Provincial Investment & Management Corporation
(4) Fujian Investment Enterprise Holdings Limited
(5) Liaoning Energy Investment (Group) Limited Liability Company
(6) Dalian Municipal Construction Investment Company
(7) Minxin Group Limited Company
(8) Nantong Investment Management Limited Company
(9) Shantou Power Development Joint Stock Company Limited
(10) Dandong Energy Investment Development Centre
(11) Shantou Electric Power Development Company
WHERAS:
1. The original promoters of Huaneng Power International, Inc.("HPI"),
Huaneng International Power Development Corporation, Liaoneng Energy
Corporation, Dalian Municipal Construction Investment Company,
Jiangsu Province Investment Company, Nantong Municipal Construction &
Investment Company, Fujian Investment & Development Company, Hebei
Provincial Construction Investment Corporation and Shantou Electric
Power Development Company entered into the Shareholders' Agreement of
Huaneng Power International Inc. ("Sharteholders' Agreement");
2. The parties to this Amendment are the original promoters and other
shareholders who hold the shares previously owned by the original
promoters due to share allocation or share transfer and thereby
assume the rights and obligations of the original promoters pursuant
to the Shareholders' Agreement;
3. The shares held by all the parties to this Agreement are given
circulation rights following the completion of the HPI's share
reform.
NOW THEREFORE, the Parties, through friendly consultation, hereby agree as
follow:
1. Article 1 and Article 2 of the Shareholders' Agreement are rescinded
as of the date of this Amendment, and thereby the rights and
obligations of the Parties pursuant to Article 1 and Article 2 of the
Shareholders' Agreement shall terminate accordingly.
2. The parties to this Amendment agree that, as of the date of this
Amendment, there shall be no any outstanding rights, obligations,
liabilities or claims among the signatories to the Shareholders'
Agreement relevant to Article 1 and Article 2 of the Shareholders'
Agreement. The parties to this Amendment further agree that, for the
rights exercised, obligation performed and other relevant matters
executed by any party or parties pursuant to the Shareholders'
Agreement before the date of this Amendment, the validity shall not
be affected by the termination of Article 1 and Article 2 of the
Shareholders' Agreement. Any party or parties may not claim for
restitution, damages (if any) or bring any other claims.
3. The Shareholders' Agreement shall be revised pursuant to this
Amendment, and the order of the provisions shall be adjusted
accordingly.
4. This Amendment shall be executed in eighteen copies. Each party to
this Amendment shall have one copy and the remaining shall be
reserved by HPI or submitted to the regulatory agency (if required).
Each copy shall have the same effect.
IN WITNESS WHEREOF, the Parties hereto have executed or have caused
their respective duly authorized representatives to execute this
Amendment as of the date and year first above written.
REMINDER OF THIS PAGE LEFT INTENTINALLY BLANK.
Huaneng International Power Development Corporation
By: /s/ Ju Zhanghua
Name of Authorized Representative: Ju Zhanghua
Date: May 12, 2006
Hebei Provincial Construction Investment Company
By: /s/ Shan Qunying
Name of Authorized Representative: Shan Qunying
Date: May 12, 2006
Jiangsu Provincial Investment & Managment Corporation
By: /s/ Xu Zujian
Name of Authorized Representative: Xu Zujian
Date: May 12, 2006
Fujian Investment Enterprise Holdings Limited
By: /s/ Ding Shida
Name of Authorized Representative: Ding Shida
Date: May 12, 2006
Liaoning Energy Investment (Group) Limited Liability Company
By: /s/ Liu Shuyuan
Name of Authorized Representative: Liu Shuyuan
Date: May 12, 2006
Dalian Municipal Construction Investment Company
By: /s/ Yu Ying
Name of Authorized Representative: Yu Ying
Date: May 12, 2006
Minxin Group Limited Company
By: /s/ Ding Shida
Name of Authorized Representative: Ding Shida
Date: May 12, 2006
Nantong Investment Management Limited Company
By: /s/ Gu Jianguo
Name of Authorized Representative: Gu Jianguo
Date: May 12, 2006
Shantou Power Development Joint Stock Company Limited
By: /s/ Huang Zhenguang
Name of Authorized Representative: Huang Zhenguang
Date: May 12, 2006
Dandong Energy Investment Development Centre
By: /s/ Wang Zhenshan
Name of Authorized Representative: Wang Zhenshan
Date: May 12, 2006
Shantou Electric Power Development Company
By: /s/ Shen Zongmin
Name of Authorized Representative: Shen Zongmin
Date: May 12, 2006