Investment in Tuoketuo Power

Beijing Datang Power Generation Com 5 February 2002 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 According to Resolutions regarding the Investment and Expansion of Construction of Tuoketuo Power Plant Phase II passed at the 14th Shareholders' General Meeting of Inner Mongolia Datang Tuoketuo Power Generation Co., Ltd. ('Tuoketuo Power Generation Co.') (the 'Resolutions of the 14th Shareholders' General Meeting of Tuoketuo Power Generation Co.'), Tuoketuo Power Generation Co. shall continue to undertake construction of the Inner Mongolia Tuoketuo Power Plant (the 'Tuoketuo Plant') Phase II; it shall increase its total investment and registered capital; and Beijing Datang Power Generation Company Limited (the 'Company'), Beijing International Power Development and Investment Company ('BIC') and Inner Mongolia Mengdian Huaneng Power Generation Company Limited ('Meng Hua') shall (a) contribute in cash to the increased registered capital of Tuoketuo Power Generation Co., and (b) provide guarantees for the financing arrangements made by Tuoketuo Power Generation Co., both according to their investment interests of 60%, 25% and 15% respectively in Tuoketuo Power Generation Co. The guarantees to be provided by the Company constitute a connected transaction for the Company in the form of financial assistance under Rule 14.25(2)(b) of the Listing Rules and the Company is required to disclose such transaction in this announcement and its next published annual report and accounts. Introduction Tuoketuo Power Generation Co. was established on 17 November 1995 in Huhehaote of the Inner Mongolia Autonomous Region. Its principal business is power generation. The present investors of Tuoketuo Power Generation Co. are the Company, BIC and Meng Hua, and their investment interests in Tuoketuo Power Generation Co. are 60%, 25% and 15% respectively. On 15 January 2002, Tuoketuo Power Generation Co. held its 14th Shareholders' General Meeting and passed the Resolutions of the 14th Shareholders' General Meeting of Tuoketuo Power Generation Co. It was resolved that Tuoketuo Power Generation Co. shall continue to undertake construction of the Tuoketuo Plant Phase II; it shall increase its total investment and registered capital; and the Company, BIC and Meng Hua shall increase their investments in Tuoketuo Power Generation Co. according to their investment interests of 60%, 25% and 15% respectively in Tuoketuo Power Generation Co., for the construction of Tuoketuo Plant Phase II. Increase in Investment The Phase I project undertaken by Tuoketuo Power Generation Co. (two 600MW coal- fuelled power generation units) is under construction. The project of Tuoketuo Plant Phase II will be the construction of two other 600MW coal-fuelled power generation units and the project proposal of this phase has been approved by the State Development Planning Commission. Construction will commence in 2002 and the two coal-fuelled power generation units under the Phase II project are expected to be completed in 2004 and 2005 respectively. Pursuant to the Resolutions of the 14th Shareholders' General Meeting of Tuoketuo Power Generation Co., the total investment of Tuoketuo Power Generation Co. shall increase by approximately RMB4 billion and its registered capital shall increase by approximately RMB0.8 billion (the increase amounts of both the total investment and the registered capital being subject to the final amounts as approved by the State) in order to undertake the construction of Tuoketuo Plant Phase II. The total investment and the registered capital of Tuoketuo Power Generation Co. for the construction of Tuoketuo Plant Phases I and II will increase to approximately RMB10 billion and RMB2 billion respectively (both the total investment and the registered capital being subject to the final amounts as approved by the State). The contributions to the increased registered capital of Tuoketuo Power Generation Co. will be made in cash by the Company, BIC and Meng Hua according to their investment interests of 60%, 25% and 15% respectively in Tuoketuo Power Generation Co. and at the same terms. The contributions shall be made in phases as the amounts and timing of such contributions shall be based on the progress of the construction work. Accordingly, the Company shall contribute approximately RMB0.48 billion to the registered capital of Tuoketuo Power Generation Co. Such amount will be funded by the Company's own internal financial resources. According to the Resolutions of the 14th Shareholders' General Meeting of Tuoketuo Power Generation Co., the funding requirement for the construction of Tuoketuo Plant Phase II in excess of contributions to the registered capital shall be satisfied by financing. The three investors will provide guarantees for such financing arrangements according to the ratio of their investment interests. The Company will, therefore, provide several (but not joint and several) guarantees of 60% of the financing arrangements made by Tuoketuo Power Generation Co. for the construction of Tuoketuo Plant Phases I and II upon normal commercial terms if so required. The maximum amount of such guarantees will be RMB4.8 billion for the two phases. As BIC's shareholding in the Company amounts to approximately 13.01 % of the registered capital of the Company, BIC is a substantial shareholder of the Company pursuant to the Listing Rules. The above guarantees to be provided by the Company constitute a connected transaction for the Company in the form of financial assistance under Rule 14.25(2)(b) of the Listing Rules and the Company is required to disclose such transaction in this announcement and its next published annual report and accounts. Reasons for the Increase In Investment The principal business of the Company is to develop, construct, own and operate power plants. The Board of Directors believes that the increase of investment mentioned above will expand the production capacity of the Company, broaden the asset base, optimise the integral cost for power generation in the north east region, strengthen the Company's regional competitive edge, enlarge its market share and increase the return for shareholders. The Board of Directors believes that the terms of the above transaction are fair and reasonable. Tuoketuo Power Generation Co. is close by the Zhungeer coal mine (about 38 kilometres away). The coals required may be transported directly by exclusive railway. Therefore, the fuel cost is low. Upon the completion of Tuoketuo Plant Phase II when the two 600 MW power generation units commence operation, the electric power so generated will be transmitted to regions of Beijing, Tianjin and Tangshan, in order to satisfy part of the power demand in such regions, and at the same time, to achieve economies of scale of the Company. By order of the Board Beijing Datang Power Generation Company Limited Yang Hongming Company Secretary Beijing, 1 February 2002 This information is provided by RNS The company news service from the London Stock Exchange
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