Discloseable Transaction

RNS Number : 3513J

Datang Intl Power Generation Co Ld

02 December 2008

 



If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in DATANG INTERNATIONAL POWER GENERATION CO., LTD., you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

(a sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 991)

DISCLOSEABLE TRANSACTION

A letter from the Board of the Company is set out on pages 4 to 8 of this circular.

1 December 2008

                                                                                                                                                      Page

DEFINITIONS                                                                                                                                    1

LETTER FROM THE BOARD                                                                                                       4

APPENDIX - GENERAL INFORMATION                                                                                   9

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

'A Share(s)'    the domestic ordinary share(s) of the Company with a nominal value of RMB1.00 each and are listed on the Shanghai Stock Exchange

'Board'    the board of Directors

'Company'    Datang International Power Generation Co., Ltd., a sino-foreign joint stock limited company incorporated in the PRC on
13 December 1994, whose H Shares are listed on The Stock
Exchange of Hong Kong Limited and the London Stock Exchange
and whose A Shares are listed on the Shanghai Stock Exchange

'Directors'    the directors of the Company

'Domestic Shares'    ordinary shares issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi

'Fujian Coal Group'    Fujian Coal Industry Group Co., Ltd. (福建省煤炭工業(集團)

 (福煤集團)    有限責任公司), a wholly state-owned limited liability company incorporated in the PRC, whose principal businesses involve coal and power, with its current main business operations in Fujian Province, the PRC

'Group'    the Company and the Subsidiaries

'Guangdong Nuclear Power     Guangdong Nuclear Power Investment Company Limited

 Investment Company'    (廣東核電投資有限公司), a limited liability company

 (廣東核電公司)    incorporated in the PRC, whose principal business includes the investment on nuclear power project, and import and export of goods and technical services relating to nuclear power generation, with its current main operations in Guangdong Province, the PRC

'HK$'    Hong Kong dollar(s) and cent(s), the lawful currency of Hong Kong

'Hong Kong'    the Hong Kong Special Administrative Region of the PRC

'H Share(s)'    the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on The Stock Exchange of Hong Kong Limited and the London Stock Exchange

  'Investment'    the increase in contribution to the registered capital of Ningde Nuclear Power Company by the Company in the approximate sum of RMB2,046,000,000 for the purposes of constructing and operating the Ningde Nuclear Power Project

'Investment Agreement'    The 'Agreement on Joint Investment in Establishing Ningde Nuclear Power Company' (《共同投資設立寧德核電有限公司協議》) entered into between the Company and Guangdong Nuclear Power Investment Company on 25 January 2006 in accordance with the resolution of the eleventh meeting of the fifth session of the Board. The Company and Guangdong Nuclear Power Investment Company agreed to contribute to Ningde Nuclear Power Company in the proportion of 49% and 51%, respectively, for the purposes of constructing and operating the two 1,000MW level nuclear power generating units of the Ningde Nuclear Power Project

'Latest Practicable Date'    25 November 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

'Listing Rules'    The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

'London Stock Exchange'    The London Stock Exchange Limited

'MW'    megawatts

'NDRC'    the National Development and Reform Commission of the PRC

'Ningde Nuclear Power    Fujian Ningde Nuclear Power Company Limited, which is jointly

  Company'    established by the Company and Guangdong Nuclear Power Investment Company pursuant to the Investment Agreement. As at the Latest Practicable Date, the Company holds 44% interest in Fujian Ningde Nuclear Power Company Limited

'Ningde Nuclear Power    A project in which Ningde Nuclear Power Company constructs 

  Project'    and operates four 1,000MW level nuclear power generating units

'PRC'    the People's Republic of China

'RMB'    the lawful currency of the PRC

  'SFO'    the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

'Shares'    the ordinary share(s) of the Company with a nominal value of RMB1.00 each, comprising Domestic Shares and H Shares

'Shareholder(s)'    the holder(s) of the Share(s)

'Subsidiary'    has the meaning ascribed to it under the Listing Rules

'%'    per cent

Note:    Unless otherwise specified and for reference only, the conversion of Hong Kong dollars into Renminbi is based on the exchange rate of HK$1= RMB0.8821 in this circular.

(a sino-foreign joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 991)

Executive Directors:    Registered office:

Mr. Cao Jingshan    No. 482 Guanganmennei Avenue

Mr. Zhou Gang    Xuanwu District

    Beijing, 100053

Non-Executive Directors:    PRC

Mr. Zhai Ruoyu (Chairman)

Mr. Hu Shengmu    Principal place of business in

Mr. Fang Qinghai     Hong Kong:

Mr. Liu Haixia    c/o Huen Wong & Co. in association with

Ms. Guan Tiangang    Fried, Frank, Harris, Shriver &

Mr. Su Tiegang     Jacobson LLP

Mr. Ye Yonghui    1105-1108 Gloucester Tower

Mr. Li Gengsheng    The Landmark

    15 Queen's Road Central

Independent non-executive Directors:    Hong Kong

Mr. Xie Songlin

Mr. Liu Chaoan

Mr. Yu Changchun

Mr. Xia Qing

Mr. Li Hengyuan

    1 December 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

INTRODUCTION

Reference is made to the circular of the Company dated 27 March 2006 relating to the Investment Agreement entered into between the Company and Guangdong Nuclear Power Investment Company on 25 January 2006 for the purposes of constructing and operating two 1,000MW level nuclear power generating units of the Ningde Nuclear Power Project. Reference is also made to the announcement of the Company dated 11 November 2008 relating to the Ningde Nuclear Power Project.

Pursuant to the Investment Agreement, the Company and Guangdong Nuclear Power Investment Company agreed to contribute by way of cash to the registered capital of Ningde Nuclear Power Company in the proportion of 49% and 51%, respectively, for the purposes of constructing and operating two 1,000MW level nuclear power generating units of the Ningde Nuclear Power Project. Under the Investment Agreement, the total investment amount of the project is approximately RMB23,442,000,000 (equivalent to approximately HK$26,575,218,229), which is subject to the approval by the relevant government authorities in the PRC. The registered capital of Ningde Nuclear Power Company accounts for 20% of the total investment amount, i.e. approximately RMB4,688,000,000, equivalent to approximately HK$5,314,590,183. The Company is required to contribute approximately RMB2,297,000,000 (equivalent to approximately HK$2,604,013,150) to the registered capital of Ningde Nuclear Power Company while Guangdong Nuclear Power Investment Company is required to contribute approximately RMB2,390,880,000 (equivalent to approximately HK$2,710,440,993) to the registered capital of Ningde Nuclear Power Company. Such capital contribution by the Company was approved by the Shareholders pursuant to the requirement of Rule 14.44 of the Listing Rules.

Ningde Nuclear Power Company was incorporated in March 2006 and it is currently a jointly controlled entity of the Company. As at the Latest Practicable Date, the Company has contributed approximately RMB313,600,000 (equivalent to approximately HK$355,515,248) to the registered capital of Ningde Nuclear Power Company.

In accordance with the resolutions of the general meeting of Ningde Nuclear Power Company dated 3 February 2008, Ningde Nuclear Power Company implemented a shareholding structure adjustment plan, pursuant to which the capital contribution proportion of the Company in Ningde Nuclear Power Company decreased from 49% to 44% while the capital contribution proportion of Guangdong Nuclear Power Investment Company in Ningde Nuclear Power Company decreased from 51% to 46%. Fujian Coal Group become a shareholder of Ningde Nuclear Power Company and the capital contribution proportion of Fujian Coal Group was 10%.

Ningde Nuclear Power Company is established for the purposes of constructing and operating the Ningde Nuclear Power Project. The original construction scale of the Ningde Nuclear Power Project involves the construction of two 1,000MW level nuclear power generating units. Pursuant to the 'Notice on the adjustment to the construction scale of the Fujian Ningde Nuclear Power Project (Fa gai ban neng yuan (2008) No.73)' (《關於調整福建寧德核電項目建設規模的通知》發改辦能源
【2008】73 號) issued by the NDRC, the construction scale of the Ningde Nuclear Power Project was revised to involve the construction of four 1,000MW level nuclear power generating units. In view of the aforesaid, the total investment amount of the Ningde Nuclear Power Project is to be increased from approximately RMB23,442,000,000 (equivalent to approximately HK$26,575,218,229) to approximately RMB49,342,000,000 (equivalent to approximately HK$55,936,968,598). Accordingly, the Company, Guangdong Nuclear Power Investment Company and Fujian Coal Group are required to make further contribution to the registered capital of Ningde Nuclear Power Company.

The purpose of this circular is to provide you with further details of the Group's Investment and other information in compliance with the requirements of the Listing Rules.

  INVESTMENT DETAILS

After the aforementioned increase in investment in the Ningde Nuclear Power Project, the total investment of the Ningde Nuclear Power Project will be approximately RMB49,342,000,000 (equivalent to approximately HK$55,936,968,598). The registered capital of Ningde Nuclear Power Company accounts for approximately 20% of the total investment amount of the project, i.e. approximately RMB9,870,000,000 (equivalent to approximately HK$11,189,207,573). The Company's total capital commitment in Ningde Nuclear Power Project will be in the sum of approximately RMB4,343,000,000 (equivalent to approximately HK$4,923,478,064) and therefore the Company is required to increase its capital contribution by approximately RMB2,046,000,000 (equivalent to approximately HK$2,319,464,913) by way of cash to Ningde Nuclear Power Company. Guangdong Nuclear Power Investment Company is required to increase its capital contribution by approximately RMB2,149,320,000 (equivalent to approximately HK$2,436,594,490) by way of cash to Ningde Nuclear Power Company; and Fujian Coal Group is required to contribute approximately RMB987,000,000 (equivalent to approximately HK$1,118,920,757) to Ningde Nuclear Power Company. The Company's increase in contribution to the registered capital of Ningde Nuclear Power Company will be funded by the internal resources of the Company.

The Investment was approved by the Board on 11 November 2008. Other than the Investment Agreement, no further agreement has been or will be entered into by the parties relating to the increase in the registered capital by the Company.

All funds required for the Ningde Nuclear Power Project will be financed by Ningde Nuclear Power Company's registered capital and commercial loans (RMB and foreign currencies denominated) to be provided by financial institutions in the PRC to Ningde Nuclear Power Company. The Company is not required to provide any guarantees for the loans to be made by Ningde Nuclear Power Company.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of Guangdong Nuclear Power Investment Company, Fujian Coal Group and their ultimate beneficial owners are third parties independent of the Company.

INFORMATION RELATING TO THE GROUP

The Group is principally engaged in the development and operation of power plants, the sale of electricity and thermal power, and the repair, testing and maintenance of power equipment and power-related technical services, with its main service areas being in the PRC.

INFORMATION RELATING TO GUANGDONG NUCLEAR POWER INVESTMENT COMPANY

Guangdong Nuclear Power Investment Company is principally engaged in the investment in nuclear power project, and import and export of goods and technical services relating to nuclear power generation, with its current main operations in Guangdong Province, the PRC.

  INFORMATION RELATING TO FUJIAN COAL GROUP

Fujian Coal Group's businesses principally involve coal and power. As a conglomerate, its operations also cover heat supply, port, energy trading, explosion equipment, construction works, tours and hotels, pharmaceutical industry and scientific research, survey and design industry, with its current main business operations in Fujian Province, the PRC.

INFORMATION RELATING TO NINGDE NUCLEAR POWER COMPANY

Ningde Nuclear Power Company is established for the purposes of constructing and operating the Ningde Nuclear Power Project. The Ningde Nuclear Power Project is located in Qinyu Town, Fuding County, Ningde City, Fujian Province, the PRC and involves the construction project of nuclear power generating units. Pursuant to the Notice on the adjustment to the construction scale of the Fujian Ningde Nuclear Power Project (Fa gai ban neng yuan (2008) No.73) (《關於調整福建寧德核電項目建設規模的通知》(發改辦能源【2008】73 號) issued by the NDRC, the current construction scale of the Ningde Nuclear Power Project covers four 1,000MW level nuclear power generating units. In February 2008, the Ningde Nuclear Power Project was approved by the NDRC. Successive construction mode is adopted at the Ningde Nuclear Power Project. The construction of the first generating unit commenced in February 2008, with a construction period of 58 months and is scheduled to commence operation by 2012. Each of the remaining three generating units involves a construction period of 56 months. The commencement of operation for each generating unit at the Ningde Nuclear Power Project is subject to the approval of the relevant environment protection authorities in the PRC.

REASONS FOR AND BENEFITS OF INCREASE IN CAPITAL CONTRIBUTION IN THE NINGDE NUCLEAR POWER COMPANY

As a result of continuing growth in demand for electricity and the limited and inadequate coal resources in Fujian Province, the mismatch of power demand and supply in Fujian Province has emerged. The investment and development of nuclear power station in the area is in line with the State's power policies of 'diligently furthering the development of nuclear power' and 'diversifying the means of power generation'. The investment in the Ningde Nuclear Power Project represents an important move of the Company to implement the strategy of diversification of the mix of power generation which will in turn alleviate the pressure in respect of fuel supply in the power generation industry while complying with the relevant environmental protection requirements in the PRC at the same time. Further, approval has been obtained from the NDRC for the construction scale of the Ningde Nuclear Power Project. The Board believes that the operation of the Ningde Nuclear Power Project can take advantage of the growing demand for electricity in Fujian Province, which in turn will enhance the operating profits of the Company as a whole.

The Directors consider the Investment to be made by the Company is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

  DISCLOSEABLE TRANSACTION

Since the consideration ratio (as defined in Rule 14.07 of the Listing Rules) is more than 5% but less than 25%, the Investment constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules which is subject to the notification, announcement and dispatch of circular requirements as set out in Rules 14.34 to 14.39 of the Listing Rules.

GENERAL

The earnings of the Group will increase, while the assets and liabilities of the Group will not have material change, upon the commencement of operation of the Ningde Nuclear Power Project.

Yours faithfully,

By Order of the Board of

Datang International Power Generation Co., Ltd.

Zhou Gang

Secretary to the Board

1.    RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this circular misleading.

2.    DISCLOSURE OF INTERESTS

Directors, supervisors and chief executive of the Company

(i)    As at the Latest Practicable Date, save and except Mr. Fang Qinghai, being a Director, who held 24,000 A shares of the Company, none of the Directors, supervisors and chief executive of the Company have any interests and short positions in the shares, underlying shares and/or debentures (as the case may be) of the Company or any of its associated corporations (within the meaning of the SFO) which was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest and short position which any such Director, chief executive or supervisor is taken or deemed to have under such provisions of the SFO) or which was required to be entered into the register required to be kept by the Company under section 352 of the SFO or which was otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules.

(ii)    As at the Latest Practicable Date, none of the Directors, proposed Directors, supervisors or proposed supervisors of the Company has any direct or indirect interest in any assets which have since 31 December 2007 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

Substantial shareholders of the Company

As at the Latest Practicable Date, so far as the Directors are aware, each of the following persons, not being a Director, chief executive or supervisor of the Company, had an interest in the Shares which falls to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

			Percentage
			to total
		Number of	issued share	Percentage to	Percentage to
	Class of	issued ordinary	capital of	total issued	total issued
Name	Shares	shares held	the Company	Domestic Shares	H Shares
China Datang	A shares	3,959,241,160	33.61%	46.78%	–
Corporation (Note 1)
Beijing Energy Investment	A shares	1,343,584,800	11.41%	15.87%	–
(Group) Company
(Notes 2 & 3)
Hebei Construction	A shares	1,303,878,100	11.07%	15.40%	–
Investment Company
(Note 4)
Tianjin Jinneng	A shares	1,212,012,600	10.29%	14.17%	–
Investment Company
(Note 5)
Barclays PLC	H Shares	228,588,802 (L)	1.94% (L)	–	6.89% (L)
		13,069,568(S)	0.11% (S)		0.39% (S)
J.P. Morgan Chase & Co.	H Shares	198,371,222(L)	1.68% (L)	–	5.98% (L)
		14,403,324(S)	0.12% (S)		0.43% (S)
		163,815,880(P)	1.39% (P)		4.94% (P)

(L) means long position (S) means short position (P) means lending pool

Notes:

1.    Each of Mr. Zhai Rouyu, Mr. Hu Shengmu and Mr. Fang Qinghai, all non-executive Directors, is an employee of China Datang Corporation.

2.    Mr. Liu Haixia, the non-executive Director, is an employee of Beijing Energy Investment (Group) Company.

3.    Ms. Guan Tiangang is an employee of Beijing Jingneng International Energy Company Limited, a
wholly owned subsidiary of Beijing Energy Investment (Group) Company.

4.    Each of Mr. Su Tiegang and Mr. Ye Yonghui, both non-executive Directors, is an employee of Hebei Construction Investment Company.

5.    Mr. Li Gengsheng, a non-executive Director, is an employee of Tianjin Jinneng Investment Company.

Save as disclosed above and so far as the Directors are aware, as at the Latest Practicable Date, no other person had an interest or short position in the Company's shares or underlying shares (as the case may be) which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

Substantial shareholders of other members of the Group

Other members of the Group	Shareholders holding 10% or more in other members of the Group	Percentage shareholding of shareholders in other members of the Group
Other members of the Group	Shareholders holding 10% or more in other members of the Group	Percentage shareholding of shareholders in other members of the Group
Inner Mongolia Datang International Tuoketuo Power Generation Company Limited 內蒙古大唐國際托克托發電有限責任公司	Beijing Jingneng International Energy Company Limited 北京京能國際能源股份有限公司	25%
	Inner Mongolia Mengdian Huaneng Thermal Power Company Limited 內蒙古蒙電華能熱電股份有限公司	15%
Tianjin Datang International Panshan Power Generation Company Limited 天津大唐國際盤山發電有限責任公司	Tianjin Jinneng Investment Company 天津市津能投資公司	25%
Shanxi Datang International Shentou Power Generation Company Limited 山西大唐國際神頭發電有限責任公司	Tianjin Jinneng Investment Company 天津市津能投資公司	40%
Yunnan Datang International Honghe Power Generation Company Limited 雲南大唐國際紅河發電有限責任公司	Yunnan Investment Holdings Group  Company Limited 雲南省投資控股集團有限公司	15%
	Yunnan Xiaolongtan Mining Bureau 雲南省小龍潭礦務局	10%
Gansu Datang International Liancheng Power Generation Company Limited 甘肅大唐國際連城發電有限責任公司	State Power Development Company Limited 國電電力發展股份有限公司	25%
	Gansu Power Construction and Investment Company Limited 甘肅省電力建設投資開發公司	20%
Hebei Datang International Tangshan Thermal Power Company Limited 河北大唐國際唐山熱電有限責任公司	Tangshan Construction Investment Company 唐山市建設投資公司	20%
Yunnan Datang International Nalan Hydropower Development Company 雲南大唐國際那蘭水電開發有限公司	Honghezhou Development and Investment Company Limited 紅河州開發投資有限責任公司	20%
	Jinping County Xinshida Investment Company Limited 金平縣鑫世達投資有限公司	15%
	Beijing Huake Tonghe Technology Company Limited 北京華科同和科技有限公司	14%
Yunnan Datang International Lixianjiang Hydropower Development Company Limited 雲南大唐國際李仙江流域水電開發 有限公司	Beijing State Power Anrong Power Investment Company Limited 北京國電安融能源投資有限公司	25%
Shanxi Datang International Yuncheng Power Generation Company Limited 山西大唐國際運城發電有限責任公司	Jinzhou Huafu Power Investment Company Limited 錦州華富能源投資有限公司	20%
Jiangsu Datang International Lusigang Power Generation Company Limited 江蘇大唐國際呂四港發電有限責任公司	China Datang Corporation 中國大唐集團公司	35%
	Nantong State-owned Assets Investment  Holdings Limited 南通國有資產投資控股有限公司	10%
Guangdong Datang International Chaozhou Power Generation Company Limited 廣東大唐國際潮州發電有限責任公司	Beijing China Power Huaze Investment Company Limited 北京中電華澤投資有限公司	12%
Fujian Datang International Ningde Power Generation Company Limited 福建大唐國際寧德發電有限責任公司	Jinzhou Huafu Power Investment  Company Limited 錦州華富能源投資有限公司	34%
	Mindong Power Investment Company  Limited 閩東能源投資有限公司	10%
Chongqing Datang International Wulong Hydropower Development Company Limited 重慶大唐國際武隆水電開發有限公司	Chongqing Hangyun Construction Development Company Limited 重慶航運建設發展有限公司	24.5%
	Chongqing Dingtai Power (Group) Company Limited 重慶鼎泰能源(集團)有限公司	24.5%
Yunnan Datang International Wenshan Hydropower Development Company Limited 雲南大唐國際文山水電開發有限公司	Yunnan Wenshan Power Company Limited 雲南文山電力股份有限公司	25%
	China Hydro-power Consultancy Group Kunming Survey and Design Research Institute 中國水電顧問集團昆明勘測設計研究院	15%
Hebei Datang International Wangtan Power Co., Ltd. 河北大唐國際王灘發電有限責任公司	Hebei Construction Investment Company 河北省建設投資公司	30%
Chongqing Datang International Shizhu Power Generation Company Limited 重慶大唐國際石柱發電有限責任公司	Chongqing City Power Investment  Group Company 重慶市能源投資集團公司	30%
Inner Mongolia Datang International Duolun Hydropower Multiple Development Company Limited 內蒙古大唐國際多倫水利水電綜合  開發有限公司	Duolun Province Hydropower Generation Company Limited 多倫縣水電公司	49%
Sichuan Datang International Ganzi Hydropower Generation Development Company Limited 四川大唐國際甘孜水電開發有限公司	Ganzi Province Gantou Hydropower Generation Development Company Limited 甘孜州甘投水電開發有限公司	20%
Chongqing Datang International Pengshui Hydropower Development Company Limited 重慶大唐國際彭水水電開發有限公司	Chongqing Energy Resources Investment Group Company 重慶市能源投資集團公司	12%
	Chongqing Dingtai Power (Group) Company Limited 重慶鼎泰能源(集團)有限公司	12%
	Chongqing Tuoyuan Industry Co., Ltd. 重慶拓源實業有限公司	12%
	Guizhou Province Development Investment Company 貴州省開發投資公司	12%
	Guizhou Wujiang Hydropower Development Co., Ltd. 貴州烏江水電開發有限責任公司	12%
Zhejiang Datang Wushashan Power Generation Company Limited 浙江大唐烏沙山發電有限責任公司	Zhejiang Energy Group Co., Ltd. 浙江省能源集團有限公司	35%
	Ningbo City Power Development Company 寧波市電力開發公司	10%
Inner Mongolia Datang International Hohhot Thermal Power Generation Company Limited 內蒙古大唐國際呼和浩特熱電有限  責任公司	Beijing China Power Huaze Investment Co., Ltd. 北京中電華澤投資有限公司	49%
Inner Mongolia Datang International Renewable Energy Development Company Limited 內蒙古大唐國際再生能源開發有限  公司	Beijing Guoneng Zhixin Investment  Co., Ltd. 北京國能智信投資有限公司	25%
	Tongfang Environment Co., Ltd. 同方環境股份有限公司	25%
	Duolun Xinyuan Renewable Resources Co., Ltd. 多倫縣信遠再生資源有限公司	24%
Yunnan Datang International Hengjiang Hydropower Development Company Limited 雲南大唐國際橫江水電開發有限公司	Yunnan Huitai Power Generation Co., Ltd. 雲南匯泰發電有限公司	30%
Inner Mongolia Datang International Zhungeer Mining Company Limited 內蒙古大唐國際准格爾礦業有限公司	Lu Guiying 魯桂英	16.56%
	China Energy and Fuel Company Limited 中能源電力燃料有限公司	16%
	Chen Shengyi 陳勝義	14%
Shanxi Zhongqiang Trading Company Limited 山西中強經貿有限公司	Fushan Jietong Industrial Company Limited 浮山縣杰通實業有限公司	40%

Save as disclosed above, as at the Latest Practicable Date, there was no other person (other than a Director, supervisor or chief executive of the Company or a member of the Group), who had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group.

3.    SERVICE AGREEMENTS

As at the Latest Practicable Date, none of the Directors, proposed directors, supervisors or proposed supervisors of the Company had any existing or proposed service contract with any members of the Group (excluding contracts expiring or determinable by the Company within one year without payment of compensation (other than statutory compensation).

4.    INTEREST IN CONTRACT

As at the Latest Practicable Date, none of the Directors or supervisors of the Company was materially interested in any contract or arrangement entered into by any members of the Group, and which was significant in relation to the business of the Group.

5.    MATERIAL CHANGES

So far as the Directors are aware, the net profit attributable to the equity holders of the Company in 2008 is expected to record a decrease of approximately 85% as compared to 2007, mainly attributable to factors such as the substantial increase in the prices of thermal coal.

Apart from the above, so far as the Directors are aware, there is no other material adverse change in the financial or trading position of the Group since 31 December 2007.

6.    COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors of the Company and its Subsidiaries, or their respective Associates has interests in the businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Company and its subsidiaries.

7.    LITIGATION

No member of the Company and its Subsidiaries is at present engaged in any litigation or arbitration of material importance to the Company and its Subsidiaries and no litigation or claim of material importance to the Company and its Subsidiaries is known to the Directors or the Company to be pending or threatened by or against any members of the Company and its Subsidiaries.

8.    MISCELLANEOUS

(a)    The English text of this circular shall prevail over the Chinese text.

(b)    The registered and head office of the Company is situated at No. 482, Guanganmennei Avenue, Xuanwu District, Beijing, the PRC.

(c)    The place of business of the Company in Hong Kong is at c/o Huen Wong & Co. in association with Fried, Frank, Harris, Shriver & Jacobson LLP, 1105-1108 Gloucester Tower, The Landmark,15 Queen's Road Central, Hong Kong.

(d)    The Hong Kong share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

  (e)    The secretary to the Board of the Company is Mr. Zhou Gang. Mr. Zhou graduated from East China Institute of Water Conservancy (currently known as Hehai University), and is a senior engineer.

(f)    The Company has been using its best endeavour in finding a suitable candidate to assume the position of qualified accountant, as required under Rule 3.24 of the Listing Rules (the'Rule'), since the effective date of the Rule. Due to the practical difficulties in finding a candidate who has relevant experience in the power industry, the Company has yet to appoint a qualified accountant as required under the Rule and the Company will continue to use its best endeavour in finding a suitable candidate to assume such position as soon as practicable.

 

END

 

 

MSCIIFFDFILFIIT