July 31, 2002 Morgan Guaranty Trust Company of New York
July 31, 2002
Xxxxxx Guaranty Trust Company of New York
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
To whom it may concern:
By this letter, and pursuant to Section 6.02 of the Deposit Agreement dated as of 09/19/97 (the “Deposit Agreement”) among Huaneng Power International, Inc. (“Huaneng Power”), Xxxxxx Guaranty Trust Company of New York (“Xxxxxx Guaranty”), as Depositary, and the holders from time to time of Global Depositary Receipts issued thereunder (the “Receipt”), Huaneng Power effective 11/11/02 (the “Succession Date”), hereby removes Xxxxxx Guaranty as Depositary under the Deposit Agreement and appoints The Bank of New York (“BNY”) as successor Depositary thereunder. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Deposit Agreement. By execution of this letter by BNY in the space provided below, BNY accepts its appointment as successor Depositary under the Deposit Agreement, effective on the Succession Date, and agrees to be bound by the terms of this letter and to perform its obligations set forth herein.
In connection with this appointment and in accordance with Section 6.02 of the Deposit Agreement and in confirmation of the provisions of the foregoing paragraph, Huaneng Power directs Xxxxxx Guaranty to transfer to BNY all of Xxxxxx Guaranty’s rights and powers under the Deposit Agreement, to duly assign, transfer, and deliver all right, title, and interest in the Deposited Securities to BNY, and to delivery to BNY a list of the Holders of all American Depositary Receipts on the books for the registration of transfer thereof maintained by Xxxxxx Guaranty effective on the Succession Date. By execution of this letter by Xxxxxx Guaranty in the space provided below, Xxxxxx Guaranty effects such assignment and transfer and agrees to effect such deliveries.
By this letter and pursuant to Section 6.02 of the Deposit Agreement, Huaneng Power and BNY remove Xxxxxx Guaranty as registrar for the registry of Receipts or American Depositary Shares evidenced thereby on any stock exchanges or securities markets in the United States, effective on the Succession Date and BNY hereby agrees to act as substitute registrar effective on the Succession Date.
By separate letter, BNY will provide you with the first request for information in order to ensure a smooth transition for our ADR holders. Effective on the Succession Date, Xxxxxx Guaranty’s custodian, acting as agent for Xxxxxx Guaranty as the original Depositary, shall cease to act as Custodian and Custodian or Custodians appointed by BNY shall become the substitute Custodian. BNY will be in contact with you and your current Custodian regarding delivery of the Deposited Securities and any relevant records to the substitute Custodian.
In accordance with Section 6.02, BNY will promptly mail notice of its appointment and of the appointment of the substitute Custodian to the record holders of Receipts in the manner provided in Section 6.02, and accordingly will be in further touch with you for these purpose.
BNY will absorb your reasonable out-of-pocket expenses in connection with the transition. We understand that you will not, and by Xxxxxx Guaranty’s execution of this letter, Xxxxxx Guaranty confirms that it will not charge Huaneng Power or any Holder any fees or any additional expense or other charges associated with this change of Depositaries.
Please execute both of the enclosed copies of this letter in the same provided below and return them to me.
We look forward to your cooperation in this matter.
Yours sincerely,
Huaneng Power International, Inc.
By: /s/ Xxxxx Long
Name: Xxxxx Long
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
Xxxxxx Guaranty Trust Company of New York
By: ______________________
Name:
Title:
