Agreement

Beijing Datang Power Generation Com 15 May 2000 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Beijing Datang Power Generation Company Limited (A sino-foreign joint stock limited company incorporated in the People's Republic of China) Connected Transaction Summary Beijing Datang Power Generation Company Limited (the 'Company') has entered into an investors agreement dated 24 April 2000 with North China Power Group Company ('NCPGC') and Beijing Guohua Power Limited Liability Company ('Guohua') in relation to the establishment of Beijing Electricity Science and Technology Development Company Limited. Establishment of BESTDCL The directors of the Company are pleased to announce that the Company has entered into an investors agreement (the 'Investors Agreement') with NCPGC and Guohua on 24 April 2000 in connection with the establishment of Beijing Electricity Science and Technology Development Company Limited ('BESTDCL'), with each of the Company, NCPGC and Guohua respectively holding 30 per cent., 40 per cent. and 30 per cent. of investment interest in such company. It is proposed that BESTDCL will mainly be involved in the provision of services relating to power management technology, development technology and information technology and the testing and commissioning of power generation, transmission and distribution projects. It is proposed that BESTDCL will provide services to the Company in the future. If the provision of any such services by BESTDCL to the Company constitutes connected transactions under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ('Listing Rules'), the Company will ensure that the requirements of the Listing Rules are complied with at the time of the entering into of such transactions. The registered capital of BESTDCL will be RMB100 million (HK$94 million) to be contributed by each of the Company, NCPGC and Guohua in proportion to the percentage of its investment interest in BESTDCL. The registered capital constitutes the total amount of investment to be made by the investors. The total amount to be invested by the Company is RMB30 million (HK$28.2 million) which is to be funded by internal resources. The Company is not required to make any further capital contributions under the Investors Agreement. The amount to be invested by the Company represents less than 3 per cent. of the Company's net tangible asset value as disclosed in the latest published audited accounts for the year ended 31 December 1999. Description of the other investors NCPGC is a shareholder of the Company holding approximately 35.43 per cent. of the Company's issued capital. NCPGC is a connected person of the Company for the purpose of the Listing Rules. Guohua is a limited liability company wholly owned by Shenhua Group Corporation Limited, a state-owned company of the People's Republic of China independent from the Company, its directors, chief executive, promoters, supervisors and substantial shareholders of the Company and each of its subsidiaries and their respective associates. Connected Transaction By virtue of NCPGC being a connected person of the Company for the purpose of the Listing Rules, the entering into of the Investors Agreement will constitute a connected transaction for the purpose of Chapter 14 of the Listing Rules. The directors of the Company, including all of the directors independent of NCPGC, have confirmed that the Investors Agreement is on normal commercial terms. The independent non-executive directors of the Company have also confirmed that the terms of the Investors Agreement are fair and reasonable in so far as the Company and the shareholders are concerned. The Stock Exchange of Hong Kong Limited has however confirmed that this transaction is only subject to disclosure requirement in the form of this announcement and in the Company's annual report in accordance with the Listing Rules as the amount of investment by the Company represents less than 3 per cent. of the Company's net tangible asset value as disclosed in its latest published audited accounts for the year ended 31 December 1999. The Company, a joint stock limited company organised under the laws of the PRC, was established by the Company's major shareholder, NCPGC, to develop, construct, own and operate coal-fired electric power plants within the NCPGC Service Area. The Company has a current total installed capacity of 4,050 MW. By order of the Board Huang Jinkai Chairman Beijing, 08 May 2000 The exchange rate between RMB and HK$ as used in this announcement is RMB1 to HK$0.94.
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