Re Agreement

Beijing Datang Power Generation Com 22 October 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. (A Sino-foreign Joint Venture Limited Company incorporated in the People's Republic of China) DISCLOSEABLE TRANSACTION The Board of the Company wishes to announce that the Company has entered into the Li Xian Jiang Joint Venture Agreement, the Na Lan Joint Venture Agreement and the Ma Lu Tang Agreement. The Li Xian Jiang Joint Venture Agreement The Company and Si Mau Asset have entered into the Li Xian Jiang Joint Venture Agreement on 18 October 2002 to establish Li Xian Jiang Company for the purpose of constructing and operating three hydropower stations of the Li Xian Jiang Hydropower Project. Pursuant to the Li Xian Jiang Joint Venture Agreement, the Company and Si Mau Asset agreed to contribute RMB 98,000,000 and RMB 42,000,000 respectively in cash to the registered capital of Li Xian Jiang Company, representing 70% and 30% of such registered capital respectively. The Na Lan Joint Venture Agreement The Company, Jin Ping Power and Hua Ke Power have entered into the Na Lan Joint Venture Agreement on 18 October 2002 to establish Na Lan Company for the purpose of constructing and operating the Na Lan Hydropower Project. Pursuant to the Na Lan Joint Venture Agreement, the Company, Jin Ping Power and Hua Ke Power have agreed to contribute RMB 87,727,140, RMB 60,204,900 and RMB 24,001,960 respectively in cash to the registered capital of Na Lan Company, representing 51%, 35% and 14% of such registered capital respectively. The Ma Lu Tang Agreement Ma Lu Tang Power was established by seven Chinese companies in September 2001 for the purpose of constructing the Ma Lu Tang Hydropower Project. Pursuant to the Ma Lu Tang Agreement, Ma Lu Tang Power's shareholders and the Company agreed that the Company would contribute RMB 30,000,000 in cash to the registered capital of Ma Lu Tang Power and become one of the shareholders of Ma Lu Tang Power. The Li Xian Jiang Joint Venture Agreement constitutes a discloseable transaction. A Circular will be despatched to the shareholders with the relevant information. The disclosure of the Na Lan Joint Venture Agreement and the Ma Lu Tang Agreement is for the shareholders' information. The trading of shares of the Company was suspended from 9:30 a.m. on 21 October 2002 pending the issue of this announcement. The shares of the Company have resumed trading from 9:30 a.m. on 22 October 2002. The Li Xian Jiang Joint Venture Agreement Date 18 October 2002 Parties 1) The Company 2) Si Mau Asset Background The Li Xian Jiang Hydropower Project consists of 3 hydropower stations. The above parties have agreed to establish Li Xian Jiang Company as a joint venture company for the purpose of planning, constructing and operating the 3 hydropower stations of the Li Xian Jiang Hydropower Project (the 'Three Hydropower Stations'), namely: 1) Ya Yang Shan Hydropower Station The estimated total investment amounts to RMB 700,860,000. It is proposed to consist of a set of 3x33 MW hydraulic-turbine generating units. 2) Long Ma Hydropower Station The estimated total investment amounts to RMB 1,330,000,000. It is proposed to consist of a set of 3x80 MW hydraulic-turbine generating units. 3) Ju Pu Du Hydropower Station The estimated total investment amounts to RMB 1,022,000,000. It is proposed to consist of a set of 3x80 MW hydraulic-turbine generating units. The total amount of investment of the Three Hydropower Stations is approximately RMB 3,052,860,000. The final total investment will, however, be in accordance with the amount approved by the relevant government authorities in the PRC. Major Terms The registered capital of Li Xian Jiang Company is proposed to be RMB 140,000,000. The Company agreed to contribute towards 70% (RMB 98,000,000) while Si Mau Asset agreed to contribute towards 30% (RMB 42,000,000) of the registered capital of Li Xian Jiang Company. All contributions shall be paid by the parties in cash. Any profits generated by Li Xian Jiang Company will be shared between the Company and Si Mau Asset in accordance with the percentage of their respective shareholdings in Li Xian Jiang Company. The timing and the amount for the injection of capital shall be decided by the Board of Li Xian Jiang Company at a board meeting and approved at a shareholders' meeting. The total investment required by the Li Xian Jiang Hydropower Project is approximately RMB 3,052,860,000 (subject to any adjustment made by the relevant PRC government authorities). The Company and Si Mau Asset agreed that Li Xian Jiang Company will be responsible for obtaining further financing required for the Li Xian Jiang Hydropower Project, in respect of which the Company and Si Mau Asset agreed to guarantee 70% and 30% respectively on a several basis. The Company will comply with the relevant Listing Rules in relation to such guarantee. The Board of Directors of Li Xian Jiang Company shall consist of seven Directors in total, 4 of which shall be appointed by the Company, 2 of which shall be appointed by Si Mau Asset and 1 of which shall be appointed by and out of the employees of Li Xian Jiang Company. The Li Xian Jiang Joint Venture Agreement will become effective when all necessary approvals in the PRC have been obtained. The Directors expect that Li Xian Jiang Company, once established, will be treated as a subsidiary of the Company. Discloseable Transaction The Li Xian Jiang Joint Venture Agreement constitutes a discloseable transaction. The Na Lan Joint Venture Agreement Date 18 October 2002 Parties 1) The Company 2) Jin Ping Power 3) Hua Ke Power Background The Na Lan Hydropower Project consists of a set of 3x45MW hydraulic-turbine generating units. The above parties have agreed to establish Na Lan Company as a joint venture company for the purpose of constructing and operating the Na Lan Hydropower Project. Major Terms The registered capital of Na Lan Company is proposed to be approximately RMB 172,014,000, being 20% of the total investment of the Na Lan Hydropower Project. The Company agreed to contribute towards 51% (RMB 86,700,000) while Jin Ping Power agreed to contribute towards 35% (RMB 59,500,000) and Hua Ke Power agreed to contribute towards 14% (RMB 23,800,000) of the registered capital of Na Lan Company. All contributions shall be paid by the parties in cash. Any profits generated by Na Lan Company will be shared between the Company, Jin Ping Power and Hua Ke Power in accordance with the percentage of their respective shareholdings in Na Lan Company. The timing and the amount for the injection of capital shall be decided by the Board of Na Lan Company at a board meeting and approved at a shareholders' meeting. The total investment required by the Na Lan Hydropower Project is approximately RMB 860,070,000 (subject to any adjustment made by the relevant PRC government authorities) and Na Lan Company will be responsible for obtaining further financing, in respect of which the Company, Jin Ping Power and Hua Ke Power agreed to guarantee 51%, 35% and 14% respectively on a several basis. The Company will comply with the relevant Listing Rules in relation to such guarantee. The Board of Directors of Na Lan Company shall consist of seven Directors in total: 3 of which shall be appointed by the Company, 2 of which shall be appointed by Jin Ping Power, 1 of which shall be appointed by Hua Ke Power and 1 of which shall be appointed by and out of the employees of Na Lan Company. The Na Lan Joint Venture Agreement will become effective when all necessary approvals in the PRC have been obtained. The Directors expect that the Na Lan Company will be treated as a subsidiary of the Company. The Ma Lu Tang Agreement Date 17 October 2002 Parties • The Company • The State Power Corporation -- Kunming Exploration and Testing Design Research Institute Labour Union • Yunnan Wen Shan Power Company Limited • Wen Shan Pan Long He Hydropower Development Company Limited • Yunnan Wen Shan Power Industry Company • Jiang He Rural Electric Development Company Limited • Wen Shan Water Resource & Hydropower Company Limited • Wen Shan Zhou Water Resource Power Factory Background Ma Lu Tang Power was established by the above parties (except the Company) in September 2001 for the purpose of constructing the Ma Lu Tang Hydropower Project. The total investment of the Ma Lu Tang Hydropower Project amounts to RMB 415,000,000. Pursuant to the Ma Lu Tang Agreement, the Company and the seven other shareholders of Ma Lu Tang Power agreed that the Company would contribute RMB 30,000,000 to the registered capital of Ma Lu Tang Power and become a shareholder of Ma Lu Tang Power. Any profits generated by Ma Lu Tang Power will be shared between the parties in accordance with the percentage of their respective shareholdings in Ma Lu Tang Power. The Ma Lu Tang Hydropower Project will consist of a set of 2x50MW hydraulic-turbine generating units. Major Terms The Company agreed to contribute RMB 30,000,000 to the registered capital of Ma Lu Tang Power, increasing its registered capital from RMB 100,600,000 to RMB 130,600,000. After the capital injection of RMB 30,000,000 by the Company, the Company will own approximately 22.97% of the capital of Ma Lu Tang Power. The Ma Lu Tang Agreement is to be treated as an investment of the Company. There are currently nine Directors in Ma Lu Tang Power. When the Ma Lu Tang Agreement becomes effective, the Company is entitled to appoint two additional Directors to the Board of Ma Lu Tang Power. The Ma Lu Tang Agreement will become effective when all necessary approvals in the PRC have been obtained and when the Board of Ma Lu Tang Power and the shareholders of Ma Lu Tang Power have approved it. There is no provision in the Ma Lu Tang Agreement in relation to how the difference between the total investment and the registered capital of Ma Lu Tang Power is to be financed. The Directors expect that such difference would be financed by third party borrowings. Reasons for entering into the Agreements The resources for hydropower construction are abundant in Yunnan and the investment environment is relatively favourable for newly established power enterprises in the Western region of the PRC. In support of the development of the Western region, the PRC Government has granted certain favourable policies to such newly established power enterprises. The Li Xian Jiang Hydropower Project, the Na Lan Hydropower Project and the Ma Lu Tang Hydropower Project have been included into Yunnan's Power Construction Project Planning of the Tenth Five-Year Plan and the Eleventh Five-Year Plan. Entering into the Agreements will enable the Company to participate in the construction and operation of hydropower projects in Yunnan. This will expand the business horizon of the Company and enhance the Company's capability in sustainable development, thus raising the shareholder value of the Company. The Company is funding the three Agreements through its internal resources. General All the contractual parties to the Agreements (except the Company) are independent of each other and are not connected with the promoters, directors, supervisors, chief executive, substantial shareholders of the Company or any of their respective associates. The trading of shares of the Company was suspended from 9:30 a.m. on 21 October 2002 pending the issue of this announcement. The shares of the Company have resumed trading from 9:30 a.m. on 22 October 2002. Definitions The Agreements : The Li Xian Jiang Joint Venture Agreement, the Na Lan Joint Venture Agreement and the Ma Lu Tang Agreement. The Board : The Board of Directors The Company : Beijing Datang Power Generation Co. Ltd. Si Mau Asset : Si Mau Area State-Owned Asset Operation Company Limited Li Xian Jiang Company : Yunnan Datang Li Xian Jiang Hydropower Development Company Limited Na Lan Company : Yunnan Datang Jin Ping Hydropower Company Limited Hua Ke Power : Beijing Hua Ke Power Engineering Technology Company Limited Jin Ping Power : Jin Ping Power Company Limited Ma Lu Tang Power : Wen Shan Ma Lu Tang Power Generation Company Limited The Li Xian Jiang Joint : Venture The agreement dated 18 October 2002 between the Company and Si Mau Asset in Agreement respect of the establishment of Li Xian Jiang Company. The Na Lan Joint Venture Agreement: The agreement dated 18 October 2002 between the Company, Jin Ping Power and Hua Ke Power in respect of the establishment of Na Lan Company. The Ma Lu Tang Agreement : The agreement dated 17 October 2002 between the Company, the State Power Company Kunming Investigation Design and Research Union; Yunnan Wen Shan Power Company Limited, Wen Shan Pan Long He Hydropower Development Company Limited, Yunnan Wen Shan Power Industry Company; Jiang He Rural Electric Development Company; Wen Shan Water Resource & Hydropower Project Company and Wen Shan Zhou Water Resource Power Factory. The Three Power Stations : Ya Yang Shan Hydropower Station, Long Ma Hydropower Station, Ju Pu Du Hydropower Station. The Li Xian Jiang Hydropower Project: The planning, constructing and operation of the Three Hydropower Stations. The Listing Rules : The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Ltd. Note: For the purpose of this announcement, all amounts in RMB were translated into HK$ at an exchange rate of RMB 1.06: HK$1.00. By Order of the Board Beijing Datang Power Generation Co. Ltd. Yang Hongming Company Secretary Beijing, 21 October 2002 This information is provided by RNS The company news service from the London Stock Exchange
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