Re Agreement

Beijing Datang Power Generation Com 20 February 2001 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 an Investment Agreement to Establish Yunnan Kaiyuan Power Plant made amongst Beijing Datang Power Generation Company Limited (the 'Company'), Honghe Tobacco Factory, Yunnan Power Group Company Limited, Yunnan Province Xiaolongtan Mining Bureau and Yunnan Development and Investment Company Limited, and in accordance with the regulations of the PRC Company Law, the parties to such agreement have agreed to establish Yunnan Kaiyuan Power Generation Company Limited to jointly develop the Yunnan Kaiyuan Power Plant. The matter constitutes a connected transaction for the Company under Chapter 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. INTRODUCTION On 7 January 2001, the Company entered into an Investment Agreement to Establish Yunnan Kaiyuan Power Plant ('Investment Agreement') with Honghe Tobacco Factory ('Honghe Factory'), Yunnan Power Generation Group Company Limited ('Yunnan Power'), Yunnan Province Xiaolongtan Mining Bureau ('Mining Bureau') and Yunnan Province Development and Investment Company Limited ('Development and Investment Co') to establish Yunnan Kaiyuan Power Generation Company Limited. Pursuant to the Investment Agreement, the Company, Honghe Factory, Yunnan Power, Mining Bureau and Development and Investment Co, in accordance with the PRC Company Law, will have investment interest of 15%, 32%, 19%, 18% and 16%, respectively in Yunnan Kaiyuan Power Generation Company Limited ('Kaiyuan Power Generation Co'). The parties to the Investment Agreement agreed to invest in Kaiyuan Power Generation Co with the view to jointly develop Yunnan Kaiyuan Power Plant ('Kaiyuan Power Plant'). As North China Power Group Company ('NCPGC') holds shares of the Company representing approximately 35.43% of the total registered share capital of the Company, according to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the 'Listing Rules'), NCPGC is a controlling shareholder of the Company. Both NCPGC and Yunnan Power are subsidiaries of the State Power Company ('State Power'), the transaction therefore constitutes a connected transaction of the Company pursuant to Chapter 14 of the Listing Rules. THE INVESTMENT Pursuant to the Investment Agreement, the total investment of Kaiyuan Power Generation Co is RMB2,690 million (pending final examination and approval of the budgetary estimate by the parties to the agreement and the State) and the registered capital is RMB538 million. The registered capital of Kaiyuan Power Generation Co will be contributed in cash by the Company, Honghe Factory, Yunnan Power, Mining Bureau and Development and Investment Co as to 15%, 32%, 19%, 18% and 16%, respectively. Accordingly, the Company will contribute RMB80.7 million to the registered capital of Kaiyuan Power Generation Co. Such amount will be funded from the Company's own internal financial resources. No decision has yet been made on how the balance of the total investment other than the registered capital will be funded. It is proposed that such amount will be funded by way of project financing or from bank borrowings. Kaiyuan Power Generation Co is a company with limited liability and has a term of 20 years (excluding the project construction period). Kaiyuan Power Generation Co will be located close to Yunnan Xiaolongtan Coal Mine in Kaiyuan City, Honghe Zhou, Yunnan Province. Kaiyuan Power Plant will comprise two 300MW coal-fired generation units. Construction of the project is expected to start in 2002, and the two coal-fired generation units are expected to be completed in 2004 and 2005, respectively. The electric power produced by Kaiyuan Power Generation Co will be purchased and sold by Yunnan Power in accordance with the relevant PRC regulations and a Power Purchase and Sale Contract to be made separately between Kaiyuan Power Generation Co and Yunnan Power. Kaiyuan Power Generation Co will produce and operate according to the Yunnan grid's centralised management and a Grid Connection Agreement and Management Agreement to be made separately between Kaiyuan Power Generation Co and Yunnan Power. REASON FOR THE INVESTMENT The principal business of the Company is to develop, construct, own and operate coal-fired power plants. The Directors believe that the investment will not only increase the installed capacity of the Company, increase its investment base, strengthen its asset base and increase the return for shareholders, but will also help the Company realise its development plan to expand its investment base to areas outside the Beijing-Tianjin-Tangshan region. In 1999, the Chinese government announced its policy to develop China's western area. One of the key projects for development was to construct an electric power grid to develop the rich power resources in China's western area, which includes Yunnan Province and to transmit the electric power to east China. On 3 August 2000, the Yunnan Provincial Government entered into a power supply agreement with the Guangdong Provincial Government. The agreement envisaged that, starting from 2003, Yunnan Province would supply to Guangdong Province approximately 1,600,000kw of electric power per year during the high-water season, and 900,000kw of electric power per year during the low- water season. The Kaiyuan Power Plant project is part of The Tenth Five Year Plan For The Power Industry for Yunnan Province. Yunnan Province is adjacent to Vietnam and other Southeast Asian countries. Yunnan's abundant water and coal resources have given it great advantages for power generation. The Company's investment in Kaiyuan Power Generation Co and vis-a-vis Yunnan Province will provide the Company with a strategic position to strengthen its power investment in Yunnan, and to supply countries in Southeast Asia with electric power via Yunnan. GENERAL For reasons set out above, the investment constitutes a connected transaction for the Company. As the consideration for the transaction represents less than 3% of the net tangible assets value of the Company, this announcement is made for the purpose of compliance with the Listing Rules. The transaction details will be included in the Company's next annual report and accounts. The Directors consider the provisions of the Investment Agreement are fair and reasonable and are on normal commercial terms. The independent non-executive directors of the Company have also approved the terms of the Investment Agreement. By order of the Board Beijing Datang Power Generation Company Limited Yang Hongming Company Secretary Beijing, 19 February 2001
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