09:58     CITIC PACIFIC<00267> - Announcement (3)                             

    venture partners. The board of Huaibei Guoan Power comprises              
    9 directors, one of whom can be appointed by A-A Dynamic                  
    both before and after the completion of the Acquisition.                  
                                                                              
    The shareholders of Huaibei Guoan Power have agreed in                    
    principle to convert Huaibei Guoan Power from a Sino-foreign              
    cooperative joint venture to a Sino-foreign equity joint                  
    venture and to enter into the equity joint venture contract               
    and articles of association for such conversion, which                    
    conversion does not require any contribution to the                       
    registered capital of the equity joint venture. Tallian has               
    no present plan to make capital contribution to Huaibei                   
    Guoan Power other than the payment of the Purchase Price                  
    under the Acquisition Agreement. Subject to the approval                  
    of the said conversion by the PRC government, the                         
    Sino-foreign equity joint venture will have a registered                  
    capital of RMB849 million (approximately HK$798 million),                 
    a total investment of RMB2,830 million (approximately                     
    HK$2,660 million) and a term ended on 28 January 2025 and                 
    a business scope of building, possession and operation of                 
    Huaibei No. 2 Power Plant *, generation and                               
    sales of electricity and related products. It is expected                 
    that the equity joint venture contract will not stipulate                 
    that the shareholder of Huaibei Guoan Power is bound to                   
    provide any equity or loan capital to meet the total                      
    investment amount. After the conversion into a Sino-foreign               
    equity joint venture, A-A Dynamic will have a 12.5% equity                
    interest in Huaibei Guoan Power; Huaibei Guoan Power's                    
    profit sharing ratio will be the same as the capital                      
    contribution ratio of its shareholders during the term of                 
    the equity joint venture; and all the assets of Huaibei Guoan             
    Power will upon its dissolution be distributed to its                     
    shareholders based on their capital contribution ratio.                   
                                                                              
    Under the existing cooperative joint venture articles in                  
    relation to Huaibei Guoan Power, any transfer by the                      
    shareholder of Huaibei Guoan Power of the equity                          
    contribution to Huaibei Guoan Power, which does not cover                 
    the transfer of any shareholding interest in such                         
    shareholder, is subject to the pre-emptive right of the                   
    shareholders of Huaibei Guoan Power and the approval of the               
    PRC government. It is expected that similar pre-emptive                   
    right and transfer restriction will also be provided for                  
    in the equity joint venture contract in relation to Huaibei               
    Guoan Power to be agreed upon for the conversion of Huaibei               
    Guoan Power into a Sino-foreign equity joint venture.                     
                                                                              
    Consideration Payable under the Acquisition Agreement                     
    The total Purchase Price payable to CITIC Group for the Sale              
    Shares and the Shareholder's Loan shall be RMB148 million                 
    (approximately HK$139 million), which shall be payable upon               
    completion of the Acquisition Agreement in Hong Kong dollars              
    based on the exchange rate as quoted by The State                         
    Administration of Foreign Exchange of the PRC as at the close             
    of business on the business day immediately preceding the                 
    Completion Date. The Acquisition Agreement specifies an                   
    amount of approximately HK$99,477,290 as the consideration                
    for the Shareholder's Loan and the remaining balance of the               
    Purchase Price as the consideration for the Sale Shares.                  
    Assuming that the said exchange rate as at the business day               
    immediately preceding the Completion Date is RMB1.0 =                     
    HK$0.94, the total Purchase Price will be approximately                   
    HK$139 million, and the consideration for the Sale Shares                 
    will