PDF《华电国际电力股份有限公司》

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

华电国际电力股份有限公司 HUADIAN POWER INTERNATIONAL CORPORATION LIMITED* (A Sino-foreign investment joint stock company limited by shares incorporated in the PRC) (Stock code: 1071) DISCLOSEABLE AND CONNECTED TRANSACTION - DISPOSALS OF EQUITY INTERESTS IN HUADIAN COAL AND CONNECTED TRANSACTION- DISPOSAL OF EQUITY INTEREST IN FUXIN ENERGY On

29 November

2010 and in compliance with the relevant laws and regulations on transfer of state-owned equity interests in the PRC, the Company listed the Huadian Coal Equity Interests (being an aggregate of 3.3% equity interests in Huadian Coal) on SUAEE for open bidding by public bidders. China Huadian successfully bid the Huadian Coal Equity Interests through SUAEE and on

29 December 2010, the Company entered into the two separate Huadian Coal Equity Transfer Agreements with China Huadian for the Huadian Coal Disposals for the disposal of (i) 1.8% equity interest in Huadian Coal at a consideration of RMB252 million (equivalent to approximately HK$293 million);

and (ii) 1.5% equity interest in Huadian Coal at a consideration of RMB210 million (equivalent to approximately HK$244 million). Upon completion of the Huadian Coal Disposals, the Company will remain interested in 16.89% equity interests in Huadian Coal. On

29 November

2010 and in compliance with the relevant laws and regulations on transfer of state-owned equity interests in the PRC, the Company listed the Fuxin Energy Equity Interests (being 2.46% equity interest in Fuxin Energy) on SUAEE for open bidding by public bidders. China Huadian successfully bid the Fuxin Energy Equity Interests through SUAEE and on

29 December 2010, the Company entered into the Fuxin Energy Equity Transfer Agreement with China Huadian for the Fuxin Energy Disposal at a consideration of RMB254.61 million (equivalent to approximately HK$296.06 million). Upon completion of the Fuxin Energy Disposal, the Company will cease to have any interest in Fuxin Energy.

2 China Huadian, being the controlling Shareholder of the Company, is a connected person of the Company for the purpose of the Hong Kong Listing Rules. Hence, the Huadian Coal Disposals and the Fuxin Energy Disposal constitute connected transactions of the Company as defined under Rule14A.13(1)(a) of the Hong Kong Listing Rules. In respect of the Huadian Coal Disposals, as one of the applicable percentage ratios (as defined in Rule 14.07 of the Hong Kong Listing Rules) exceeds 5% but is less than 25%, the Huadian Coal Disposals in aggregation are subject to the reporting and announcement requirements and Independent Shareholders'

approval under Chapter 14A of the Hong Kong Listing Rules. As a relevant percentage ration exceeds 5%, the Huadian Coal Disposals also constitute a discloseable transaction for the Company under the Hong Kong Listing Rules. In respect of the Fuxin Energy Disposal, as one of the applicable percentage ratios (as defined in Rule 14.07 of the Hong Kong Listing Rules) is more than 0.1% but less than 5%, the Fuxin Energy Disposal is only subject to the reporting and announcement requirements and is exempt from the Independent Shareholders'

approval requirement under Chapter 14A of the Listing Rules. A circular containing, among other things, details of the Huadian Coal Disposals, a letter from the independent financial adviser containing its advice to the Independent Board Committee on the Huadian Coal Disposals, the recommendation of the Independent Board Committee regarding the Huadian Coal Disposals to the Independent Shareholders and the notice of the extraordinary general meeting is expected to be despatched to the Shareholders in accordance with the Hong Kong Listing Rules. As additional time is required for the Company to prepare and finalise certain information relating to the transaction between the Company and China Huadian Corporation Finance Company Limited, which would also be included in the circular, the circular is expected to be despatched on or before