PDF《华润电力控股有限公司》

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CHINA RESOURCES POWER HOLDINGS COMPANY LIMITED 华润电力控股有限公司(Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 836) Discloseable and Connected Transaction Acquisitions of Entire Equity Interest in Jiangsu Investment CR Power Project Service, a wholly-owned subsidiary of the Company, has entered into an agreement with each of CRL and Jiangsu Kunlun respectively to acquire their respective 60% and 40% equity interest in Jiangsu Investment for a total consideration of RMB 2,513 million. Jiangsu Investment has a total attributable operational capacity of 1,965MW, with 840MW of attributable capacity under construction. CR Power Project Service, a wholly-owned subsidiary of the Company, has entered into an agreement with each of CRL and Jiangsu Kunlun respectively to acquire their respective 60% and 40% equity interest in Jiangsu Investment for a total consideration of RMB 2,513 million. A. THE BACKGROUND INFORMATION OF JIANGSU INVESTMENT Jiangsu Investment was incorporated in Nanjing City, Jiangsu Province, the PRC as a limited liability company on

24 August 2005. It has a registered capital of RMB1,500 million. As at the date of the announcement, Jiangsu Investment is owned as to 60% by CRL and 40% by Jiangsu Kunlun Investments Co., Ltd.* (江苏昆仑投资有限公司). CR Power Project Service is a wholly-owned subsidiary of the Company and CRL is a connected person of the Company. As such, the CRL Acquisition constitutes a connected transaction of the Company. Jiangsu Kunlun and its ultimate beneficial owners are, to the best of the Directors'

knowledge, information and belief having made all reasonable enquiries, independent of the Company and its connected person. ―

1 ― R14.58(1) R13.51(A) R14.60(1) Jiangsu Investment is principally an investment holding company which holds equity interests in various coal-fired power plants in Jiangsu Province, the PRC. As at the date of this announcement, Jiangsu Investment holds: (i) 65% equity interest in Nanjing China Resources Thermal Power Company Limited (南京华润热电有限公司) ( Nanjing Banqiao Power Plant ). Nanjing Banqiao Power Plant comprises two 330MW and two 135MW coal-fired heat and power co-generation units. The two 135MW generation units were commissioned in June and December 2004, respectively, and the two 330MW generation units were commissioned in July and December 2005, respectively. The total installed capacity attributable to Jiangsu Investment is 604.5MW. Nanjing Banqiao Power Plant sells its electricity to Jiangsu Provincial Power Grid under Eastern China Power Grid Company of the PRC. The approved tariff of Nanjing Banqiao Power Plant is RMB0.39/kWh (inclusive of value-added tax);

(ii) 42.5% equity interest in Jiangsu Zhenjiang Generator Company Limited (江苏镇江发电有限公司) ( Zhenjiang Power Plant ). Zhenjiang Power Plant comprises two 137.5MW, two 140MW and two 630MW coal-fired generation units. The two 137.5MW generation units were commissioned in July and December 2000, respectively. The two 140MW generation units were commissioned in March and May 2003, respectively. The two 630MW generation units were commissioned in July and November 2005, respectively. The total installed capacity attributable to Jiangsu Investment is 771.375MW. Zhenjiang Power Plant sells its electricity to Jiangsu Provincial Power Grid under Eastern China Power Grid Company of the PRC. The approved tariff of Zhenjiang Power Plant is RMB0.3883/kWh (inclusive of value-added tax);

(iii) 45% equity interest in Nanjing Chemical Industry Park Thermoelectricity Company Limited (南京化学工业园热电有限公司) ( Nanjing Chemical Industry Park Power Plant ). Nanjing Chemical Industry Park Power Plant comprises two 55MW heat and power co-generation units which were commissioned in May and June 2005, respectively. The total operational installed capacity attributable to Jiangsu Investment is 49.5MW. Nanjing Chemical Industry Park Power Plant sells its electricity to Jiangsu Provincial Power Grid under Eastern China Power Grid Company of the PRC. The approved tariff of Nanjing Chemical Industry Park Power Plant is RMB0.4691/kWh (inclusive of value-added tax). The Company indirectly holds 25% equity interest in Nanjing Chemical Industry Park Power Plant;

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2 ― (iv) 70% equity interest in Jiangsu Nanre Power Generation Company Limited (江苏南热发电有限责任公司) ( Jiangsu Nanre Power Plant ) which plans to construct two 600MW heat and power co-generation units subject to the approvals by the relevant PRC authorities. The Company holds the remaining 30% equity interest in Jiangsu Nanre Power Plant. The two generation units are expected to be commissioned in 2009. The capacity under construction attributable to Jiangsu Investment is 840MW;

(v) 20% equity interest in Zhangjiagang Shazhou Power Corporation (张家港沙州电力有限公司) ( Zhangjiagang Power Plant ) which comprises two 600MW coal-fired generation units. The two generation units were commissioned in April and August 2006, respectively. The installed capacity attributable to Jiangsu Investment is 240MW. Zhangjiagang Power Plant sells its electricity to Jiangsu Provincial Power Grid under Eastern China Power Grid Company of the PRC. The approved tariff of Zhangjiagang Power Plant is RMB0.39/kWh (inclusive of value-added tax);

and (vi) 25% equity interest in Guodian Changzhou Power Corporation (国电常州发 电有限公司) ( Changzhou Power Plant ) which comprises two 600MW coal-fired generation units. The two generation units were commissioned in May and November 2006, respectively. Changzhou Power Plant sells its electricity to Jiangsu Provincial Power Grid under Eastern China Power Grid Company of the PRC. The total installed capacity attributable to Jiangsu Investment is 300MW. The approved tariff of Changzhou Power Plant is RMB0.39/kWh (inclusive of value-added tax). The group structure chart of Jiangsu Investment as at the date of this announcement is set out as below: 65% 42.5% 45% 70% 20% 25% 60% 40% Nanjing Banqiao Power Plant Zhenjiang Power Plant Nanjing Chemical Industry Park Power Plant Jiangsu Nanre Power Plant Zhangjiagang Power Plant Changzhou Power Plant Jiangsu Kunlun CRL Jiangsu Investment ―

3 ― As at

31 December 2007, the audited net asset value of Jiangsu Investment (prepared in accordance with the PRC accounting rules and regulations) amounted to approximately RMB1,713.01 million (equivalent to approximately HK$1,903.34 million). The audited net profits before and after taxation and extraordinary items of Jiangsu Investment (prepared in accordance with the PRC accounting rules and regulations) for each of the two years ended

31 December

2006 and

2007 are set out below: Year ended

31 December

2006 2007 Profit before tax, extraordinary items and minority interests RMB597.78 million (equivalent to approximately HK$664.20 million) RMB301.02 million (equivalent to approximately HK$334.47 million) Profit after tax, extraordinary items and minority interests RMB151.07 million (equivalent to approximately HK$167.86 million) RMB181.16 million (equivalent to approximately HK$201.29 million) Note: (1) In the financial statements prepared in accordance with the PRC accounting rules and regulations, Zhenjiang Power Plant was treated as a subsidiary of Jiangsu Investment for the year ended

31 December

2006 and an associated company of Jiangsu Investment for the year ended

31 December 2007. (2) The above financial information represented the consolidated figures of Jiangsu Investment group. ―

4 ― R14.58(6) Upon completion of the CRL Acquisition and the Jiangsu Kunlun Acquisition, the diagram below sets out the structure of the Jiangsu Investment: 100% 65% 42.5% 45% 70% 20% 100% 25% 30% 25% CR Power Project Service Jiangsu Investment Nanjing Chemical Industry Park Power Plant Jiangsu Nanre Power Plant Nanjing Banqiao Power Plant Zhenjiang Power Plant The Company Zhangjiagang Power Plant Changzhou Power Plant B. THE ACQUISITION AGREEMENTS 1. CRL Acquisition Agreement Parties (a) CR Power Project Service (as purchaser);

and (b) CRL (as vendor) Date

20 May

2008 Interests to be acquired CR Power Project Service has entered into the CRL Acquisition Agreement with CRL whereby CR Power Project Service has conditionally agreed to acquire, ........