09:29 CITIC PACIFIC<00267> - Announcement (1) 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. CITIC Pacific Limited (Incorporated in Hong Kong with limited liability) (Stock Code: 267) CONNECTED TRANSACTION VARIATION ARRANGEMENT IN RELATION TO JIANGSU LIGANG ELECTRIC POWER COMPANY LIMITED The Directors announce that on 28 February 2005, Sunspark, a wholly owned subsidiary of the Company, entered into the Agreement with other JV Shareholders, pursuant to which Sunspark and other JV Shareholders have agreed to the Variation Arrangement in relation to the JV Contract and Articles in consideration of Sunspark paying the Compensation of RMB500 million (approximately HK$470 million) to the other JV Shareholders. Wuxi Power (one of the JV Shareholders) and its holding company are substantial shareholders of certain subsidiaries of the Company. Accordingly, Wuxi Power is a connected person of the Company. SDIC (another JV Shareholder) is a connected person of the Company due to its substantial interest held in a subsidiary of the Company. Hence, the Agreement constitutes a connected transaction for the Company. Pursuant to the Listing Rules, as each of the applicable Percentage Ratios is less than 2.5%, the Agreement is only subject to announcement and reporting requirements and does not require the approval of the independent shareholders of the Company. Details of the Agreement is accordingly disclosed in this announcement and will be disclosed in the Company's forthcoming annual report pursuant to Rule 14A.45 of the Listing Rules. DETAILS OF THE AGREEMENT Date: 28 February 2005 Parties: Sunspark as one of the JV Shareholders, an investment holding company and a wholly owned subsidiary of the Company; Sunburst as one of the JV Shareholders (on behalf of itself and another JV Shareholder, namely SDIC), a company in which the Company owns a 65% shareholding interest; Jiangsu Provincial Investment as one of the JV Shareholders; and Wuxi Power as one of the JV Shareholders. Wuxi Power and its holding company are substantial shareholders of certain subsidiaries of the Company. Therefore, Wuxi Power is also a connected person of the Company. SDIC is a connected person of the Company due to its substantial interest held in a subsidiary of the Company. The Directors confirm that to the best of their knowledge, information and belief having made all reasonable enquiries, Jiangsu Provincial Investment is independent of, and not connected with the directors, chief executive, substantial shareholders of the Company