10:20 WEIQIAO TEXTILE<02698> - Announcement (5) 131,000,000 meters of denim for the year ended 31 December 2004. Due to the full operation of the First Production Area of Binzhou Industrial Park, the partial operation of the Second Production Area of Binzhou Industrial Park, the full operation of the First Industrial Park of Zouping at Zouping Production Base and the partial operation of the Second Industrial Park of Zouping during the year ended 31 December 2004, the aggregate volume of cotton yarn and grey fabric increased significantly by 68% and 106%, respectively, as compared to the same period in 2003. The Group expects that further improvement of the production capacity, development of higher valued products and the upgrading of the quality of the existing products of the Group will have a positive impact on the turnover of the Group for the financial years ending 31 December 2005 to 2007. As a result of the significant increase in the operation and production volume of the Group, its demand for electricity has increased correspondingly. At present, the coal-fired power plants of Holding Company supply electricity and steam to the Group. Coal is the main fuel used in Holding Company's coal-fired power plants. The price of coal has increased significantly from RMB258 per ton in September 2003 to the present RMB420 per ton, and is expected to remain at a high level in the medium term. Consequently, the electricity generation costs of Holding Company are expected to be high as a result of the significant increase in the costs of purchasing coal. Further, the Group's business has sustained rapid growth since the H shares of the Company were first listed on the Stock Exchange in September 2003. Holding Company estimates that the total amount of electricity to be supplied to the Group in 2005 would exceed the amount as originally contemplated when the Company and Holding Company entered into the Supply of Electricity and Steam Agreement. Considering the accelerated growth of the Group's business in both the immediate and medium terms, the Directors believe that the Group's demand for electricity and steam would remain consistently high. Holding Company has already incurred substantial investments in its power plants to enhance its electricity generation capacity and stability so as to meet the demands of the Group. Accordingly, such investments would result in financial burden to Holding Company. Based on the above reasons, Holding Company has informed the Company of the necessity to adjust the pricing bases of the Supply of Electricity and Steam Agreement. The Directors consider that as a stable electricity and steam supply from Holding Company is significant to the daily operation of the Group, the entering into of the Supplemental Agreement is beneficial to the Group in the long run because the Group can continue to benefit from the stable supply of electricity and steam at favourable capped rates that would either be lower than or at market rates from Holding Company, given the recent severe power shortage conditions in the PRC. The increase in the costs of electricity and steam arising from the Transaction would increase the production costs of the Group in the future. 6. General The Group is principally engaged in the production, sale and distribution of cotton yarn, grey fabric and denim. Holding Company is principally engaged in the processing and sale of cotton, lint cotton, cotton seed oil, fabrics, cotton yarn, print cloth, retail and distribution of garment. 7. Listing Rules Requirements Holding Company currently holds 410,311,100 Domestic Shares, representing approximately 46.87% of the entire issued share capital of the Company. As Holding Company is one of the promoters and the controlling shareholder of the Company, it constitutes a connected person of the Company. In respect of the transactions contemplated under the Supply of Electricity and Steam Agreement, the Company has obtained a waiver from the Stock Exchange from strict compliance with the shareholders' approval and/or announcement requirements set out in the abrogated Chapter 14 of the Listing Rules. Due to the entering into of the Supplemental Agreement, the Company is required to take appropriate steps to comply with Chapter 14A of the Listing Rules. As certain applicable percentage ratios (as defined in Listing Rule 14.07), calculated on an annual basis, are more than 2.5%, the Transaction constitutes a non-exempt continuing connected transaction of the Company under Listing Rule 14A.35. The Transaction is not only subject to the reporting and announcement requirements under Listing Rules 14A.45 to 14A.47 but also require the approval of the Independent Shareholders under Listing Rule 14A.48. The Transaction also constitutes a discloseable transaction of the Company for the purpose of the Listing Rules since certain applicable percentage ratios (as defined in Listing Rule 14.07) exceed 5% but are less than 25%.