APPENDIX IX STATUTORY AND GENERAL INFORMATION

FURTHER INFORMATION ABOUT THE COMPANY AND ITS SUBSIDIARIES

Incorporation of the Company A1a(5) CRP was incorporated in Hong Kong under the Companies Ordinance as a limited liability company on 27 August, 2001. Its registered office is at Rooms 2001-2002, 20th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong. CRP was incorporated as a wholly-owned subsidiary of CRH and is subject to the laws of Hong Kong. A summary of the Articles of Association is set out in Appendix VIII to this prospectus. A representative office of CRP was established in Shenzhen, PRC on 12 November, 2001. Its registered address is at Flat F, 60th Floor, Shun Hing Square, Di Wang Commercial Centre, No. 5002 Shennandong Road, Shenzhen, PRC.

Changes in share capital of the Company A1a(26)

CRP was incorporated with an authorized share capital of HK$360,000,000 divided into 360,000,000 3d Sch(11) A1a(23)(1) ordinary shares of HK$1.00 each. 2 ordinary shares were issued and credited as fully paid to the subscribers 3rd Sch(2) on 27 August, 2001 and such shares were transferred to CRH and China Resources Development & Investment Co., Limited (as nominee for and on behalf of CRH), respectively, on 8 September, 2001. 9,998 ordinary shares were issued and credited as fully paid to CRH on 11 September, 2001. Its authorized share capital was increased to HK$3,600,000,000 by the creation of an additional 3,240,000,000 shares of HK$1.00 each on 14 May, 2002. Its authorized share capital was further increased to HK$10,000,000,000 by the creation of 6,400,000,000 new Shares pursuant to a resolution in writing passed by the shareholders of CRP as referred to in the section entitled “Written resolutions of the shareholders of CRP” below. On 17 October, 2003, by way of a resolution in writing passed by the shareholders of CRP, the shareholders’ loan of HK$5,416,067,395.85 owed by CRP was capitalised pursuant to the issue of 2,749,990,000 shares to CRH. Immediately following the Global Offering becoming unconditional and the issue of Offer Shares as mentioned in this prospectus being made (taking no account of any Shares which may be allotted and issued pursuant to the exercise of the subscription right attached to the options that have been conditionally granted under the Pre-IPO Share Option Scheme and may be granted under the Share Option Scheme and upon the exercise of the Over-allotment Option), the authorized share capital of CRP will be HK$10,000,000,000 divided into 10,000,000,000 Shares, of which 3,670,000,000 Shares will be issued fully paid or credited as fully paid, and 6,330,000,000 Shares will remain unissued. Other than pursuant to the exercise of any options which were conditionally granted under the Pre-IPO Share Option Scheme and which may be granted under the Share Option Scheme or the exercise of the Over-allotment Option, CRP does not have any present intention to issue any of the authorized but unissued share capital and, without the prior approval of the shareholders of CRP in general meeting, no issue of Shares will be made which would effectively alter the control of CRP. Save as disclosed herein and in the section entitled “Further Information about the Company and its subsidiaries — Written Resolutions of the shareholders of CRP” in this Appendix, there has been no alteration in the share capital of CRP since its incorporation.

Written resolutions of the shareholders of CRP On 6 October, 2003, written resolutions of the shareholders of CRP were passed pursuant to which, inter alia: (a) the authorized share capital of CRP was increased from HK$3,600,000,000 to HK$10,000,000,000 by the creation of an additional 6,400,000,000 new Shares;

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(b) the adoption of the Articles of Association, the terms of which are summarized in Appendix VIII to this prospectus; (c) conditional upon: (i) the Listing Committee of the Hong Kong Stock Exchange granting approval of the Share Option Scheme, and the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of the options under the Pre-IPO Share Option Scheme and the Share Option Scheme; and (ii) the commencement of dealing in the Shares on the Hong Kong Stock Exchange, the rules of the Pre-IPO Share Option Scheme and the Share Option Scheme were conditionally approved and adopted and the Directors were authorized to approve any further amendments to the rules of the Pre-IPO Share Option Scheme and the Share Option Scheme that may be requested by the Hong Kong Stock Exchange and, at their absolute discretion, to grant options to subscribe for shares thereunder, to allot or issue and deal with shares pursuant to the exercise of such option and to take all such steps as may be necessary or desirable to implement the Pre-IPO Share Option Scheme and the Share Option Scheme; (d) conditional on conditions (i) to (iii), as stated in the section entitled “Structure of the Global Offering — Conditions of the Hong Kong Public Offering” of this prospectus: (i) the Global Offering and the Over-allotment Option were approved and the Directors were authorized to allot and issue the Offer Shares pursuant to the Global Offering and any Shares which may be required to be issued if the Over-allotment Option is exercised; (ii) a general unconditional mandate was given to the Directors to allot, issue and deal with unissued Shares, otherwise than pursuant to, or in consequence of, the Global Offering, a rights issue, the exercise of any subscription rights under the options granted under the Pre-IPO Share Option Scheme and the Share Option Scheme, any scrip dividend or similar arrangement, any adjustment of rights to subscribe for Shares under options and warrants or a specific authority granted by CRP’s shareholders, such mandate is limited to Shares with an aggregate nominal value not exceeding the sum of (a) 20% of the aggregate nominal amount of the share capital of CRP in issue immediately following completion of the Global Offering (such share capital shall include Shares which may be issued upon the exercise of the Over-allotment Option); and (b) the aggregate nominal amount of the share capital of CRP which may be repurchased by CRP under the authority referred to in (iii) below, such mandate to expire (aa) at the conclusion of the next annual general meeting of CRP, (bb) on the date of the expiration of the period within which the next annual general meeting of CRP is required by the Articles of Association or the Companies Ordinance or any other applicable laws of Hong Kong to be held or (cc) when revoked or varied by an ordinary resolution of the shareholders in general meeting of CRP, whichever occurs first; (iii) a general unconditional mandate was given to the Directors to exercise all powers of and on behalf of CRP to repurchase, on the Hong Kong Stock Exchange or on any other stock exchange on which the Shares may be listed and which is recognized by the SFC and the Hong Kong Stock Exchange for this purpose, such aggregate nominal amount of the Shares as shall not exceed 10% of the aggregate nominal amount of the share capital of CRP in issue immediately following completion of the Global Offering (including Shares which may be issued pursuant to the exercise of the Over-allotment Option), such mandate to expire (aa) at the conclusion of the next annual general meeting of CRP, (bb) on the date of the expiration of the period within which the next annual general meeting of CRP is required by the Articles of Association or the Companies Ordinance or any other applicable laws of Hong Kong to be held or (cc) when revoked or varied by an ordinary resolution of the shareholders in general meeting of CRP, whichever occurs first; and

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(iv) subject to sub-paragraph (ii) above, the general unconditional mandate mentioned in sub-paragraph (ii)(a) above was extended by the addition to the aggregate nominal value of the share capital of CRP which may be allotted or agreed to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of CRP repurchased by CRP pursuant to the mandate to repurchase Shares referred to in sub-paragraph (iii) above, provided that such extended amount shall not exceed 10% of the aggregate nominal value of the share capital of CRP in issue immediately following completion of the Global Offering (including the Shares which may be issued pursuant to the exercise of the Over-allotment Option).

Further information of our project companies in the PRC

A. Our existing companies

Below are brief particulars of our project companies in the PRC and HIPDC. The total investment and registered capital of each of the project companies are based on the certificate of approval and business licence of each of the project companies:

1. (Puqi Sithe Power Generating Co., Ltd.)

(A) Date of incorporation: 17 February, 2000 (B) Place of incorporation: PRC (C) Nature: Wholly foreign owned enterprise (a built-operate-transfer project) (D) Term: 24 years (including 4 construction years from 17 February, 2000 to 16 February, 2024 with a right to extend the term if the date of commencement of commercial operation of the second unit is later than the fourth anniversary of the date of incorporation with the approval of the board of directors) (E) Registered office: (F) Total investment: US$454,200,000 (G) Registered capital: US$150,000,000 (H) Equity holder: CRP (100%) (I) Directors: 7 (all from CRP)

2. (China Resources Power (Changshu) Co., Ltd.)

(A) Date of incorporation: 30 December, 2002 (B) Nature: Wholly foreign owned enterprise (C) Term: 20 years (from 30 December, 2002 to 29 December, 2022) (D) Registered office: (E) Total investment: US$694,000,000 (F) Registered capital: US$173,520,000 (G) Equity holder: CRP (100%) (H) Directors: 5 (all from CRP)

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3. (China Resources (Dengfeng Henan) Electric Power Development Co., Ltd.)

(A) Date of incorporation: 17 June, 2002 (B) Nature: Sino-foreign equity joint venture (C) Term: 15 years (from 17 June, 2002 to 16 June, 2017) (D) Registered office: (E) Total investment: US$26,510,000 (F) Registered capital: US$26,510,000 (G) Joint venture partners: CRP (85%) (Dengfeng Power Plant Group Co., Ltd.) (15%) (“DPPGC”) (H) Directors: 7 (5 from CRP and 2 from DPPGC) 4. (China Resources Power Hunan Liyujiang Co., Ltd.)

(A) Date of incorporation: 28 September, 2002 (B) Nature: Sino-foreign equity joint venture (C) Term: 20 years (from 28 September, 2002 to 27 September, 2022) (D) Registered office: (E) Total investment: RMB2,542,000,000 (F) Registered capital: RMB696,000,000 (G) Joint venture partners: CRP (60%) (Hunan Provincial Electric Power Construction and Development General Company) (40%) (“HPEPC”) (H) Directors: 10 (6 from CRP and 4 from HPEPC)

Note: HPEPC is currently in the process of being replaced by (China Power Group Investment Co., Ltd.) as a result of the restructuring of the PRC power industry. The relevant approval of the PRC authorities is pending. Please refer to the section entitled “Business — Description of Power Plants — Power Plants Supplying Power to Guangdong Province — China Resources Power Hunan Liyujiang Power Plant” for further details. 5. (China Resources (Luoyang) Thermal Power Co., Ltd.)

(A) Date of incorporation: 9 July, 2002 (B) Nature: Sino-foreign equity joint venture (C) Term: 20 years (from 9 July, 2002 to 8 July, 2022) (D) Registered office: (E) Total investment: RMB183,680,000 (F) Registered capital: RMB80,000,000 (G) Joint venture partners: CRP (51%) (Luoyang Shoulong Group Co., Ltd.) (24%) (“Luoyang Shoulong”) (Henan Provincial Xiangshan Cement Co., Ltd.) (15%) (“Henan Xiangshan”) (Yanshi City Zhongcheng Real Estate Development Co., Ltd.) (10%) (“Yanshi Zhongcheng”) (H) Directors: 13 (7 from CRP, 3 from Luoyang Shoulong, 2 from Henan Xiangshan, and 1 from Yanshi Zhongcheng)

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6. (Hebei Harv Power Generation Co., Ltd.)

(A) Date of incorporation: 1 August, 1996 (B) Nature: Sino-foreign equity joint venture (C) Term: 20 years (from 1 August, 1996 to 1 August, 2016) (D) Registration office: (E) Total investment: RMB3,108,000,000 (F) Registered capital: RMB777,000,000 (G) Joint venture partners: (Hebei Provincial Electric Power Company) (40%) (“Hebei Electric”) (Hebei Provincial Construction and Investment Company) (35%) (“Hebei D&I”) Leader Best Limited (a wholly owned subsidiary of CRP) (“Leader Best”) (25%) (H) Directors: 9 (4 from Hebei Electric, 3 from Hebei D&I, 2 from Leader Best) 7. (Zhejiang Wenzhou Telluride Power Generating Company Limited)

(A) Date of incorporation: 25 September, 1998 (B) Nature: Sino-foreign co-operative joint venture

(C) Term: 231⁄2 years (from 25 September, 1998 to 24 March, 2022, including a construction period of 31⁄2 years) (D) Registered office: (E) Total investment: RMB3,445,000,000 (F) Registered capital: RMB861,250,000 (G) Joint venture partners: Telluride International Energy, L.P. (a wholly owned limited partnership of CRP) (“Telluride”) (40%) (Zhejiang Provincial Electric Power Development Company) (30%) (“Zhejiang Power”) (Wenzhou Electric Power Investment Co., Ltd.) (30%) (“Wenzhou Power”) (H) Directors: 7 (3 from Telluride, 2 from Zhejiang Power and 2 from Wenzhou Power) 8. (Guangdong Guanghope Power Co., Ltd.)

(A) Date of incorporation: 15 June, 1992 (B) Nature: Sino-foreign co-operative joint venture (C) Term: 24 years (from 15 June, 1996 to 14 June, 2016, includinga4year construction period) (D) Registered office: (E) Total investment: US$1,071,092,880 (F) Registered capital: US$375,000,000 (G) Joint venture partners: (Guangdong Province Shajiao (Plant C) Power Generation Corporation) (60%) (“Guangdong Shajiao”) (Resources Shajiao C Investments Limited, a subsidiary of CRP) (40%) (Resources Shajiao C) (H) Directors: 9 directors (5 from Guangdong Shajiao and 4 from Resources Shajiao C)

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9. (China Resources (Xuzhou) Electric Power Co., Ltd.)

(A) Date of incorporation: 20 June, 1994 (B) Nature: Sino-foreign equity joint venture (C) Term: 25 years (from 20 June, 1994 to 19 June, 2019) (D) Registered office: (E) Total investment: RMB1,833,240,000 (F) Registered capital: RMB458,310,000 (G) Joint venture partners: China Resources Power Excellence Limited (a wholly owned subsidiary of CRP) (“CRP Excellence”) (35%) (SDIC Huajing Power Holding Co., Ltd.) (“SDIC”) (30%) (Jiangsu Province Guoxin Asset Management Group Co., Ltd.) (“Jiangsu Guoxin”) (20%) (Xuzhou Municipal Investment General Company) (“Xuzhou Investment”) (15%) (H) Directors: 11 (4 from CRP Excellence, 3 from SDIC, 2 from Jiangsu Guoxin, 2 from Xuzhou Investment) 10. (Huaneng International Power Development Corporation) (“HIPDC”)

(A) Date of incorporation: 8 June, 1985 (B) Nature: Sino-foreign equity joint venture (C) Term: 20 years (from 8 June, 1985 to 7 June, 2005) (D) Registered office: (E) Total investment: US$450,000,000 (F) Registered capital: US$450,000,000 (fully paid up) (G) Joint venture partners: (China Hua Neng Group) (51.98%) (“China Hua Neng”) (Guohua Energy Investment Co., Ltd.) (15.77%) (“Guohua Energy”) (China Group Development Limited) (15.00%) (“CGDL”) (China Resources Power Investments Company Limited) (“CRP Investments”) (an associate of CRP) (10.00%) (China Xinda Trust Investment Co., Ltd.) (5.80%) (“China Xinda”) (China International Water & Electric Corp.) (1.45%) (“China Water & Electric”) (H) Directors: 11 (3 from China Hua Neng, 1 from Guohua Energy, 1 from CGDL, 1 from CRP Investments, 1 from China Xinda, 1 from China Water & Electric and 3 from the senior management of HIPDC)

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B. Companies to be incorporated

Below are brief particulars of our joint venture companies to be established in the PRC. The particulars are based on the project proposals or feasibility study reports approved by the PRC authorities, which are subject to change when each company is finally incorporated with its business licence issued.

1. (Henan China Resources Power Shouyang Shan Co., Ltd.)

(A) Nature: to be a sino-foreign equity joint venture (B) Term: to be 25 years (C) Registered office: Henan Province (registered address to be determined) (D) Total investment: to be RMB4,964,350,000 (E) Registered capital: to be RMB1,241,087,500 (F) Joint venture partners: CRP (86%) (Shoulong Group Company Limited) (10%) (Yanshi Shenda Shiye Co., Ltd.) (4%)

2. (Tangshan China Resources Thermal Power Co., Ltd.)

(A) Nature: to be a sino-foreign equity joint venture (B) Term: to be 20 years (C) Registered office: Hebei Province (registered address to be determined) (D) Total investment: to be RMB811,480,000 (E) Registered capital: to be RMB270,490,000 (F) Joint venture partners: China Resources Power Northtown Co. Ltd (a wholly owned subsidiary of CRP) (80%) (Tangshan Construction Investment Company) (20%)

3. China Resources (Jiaozuo) Thermal Power Co., Ltd.

(A) Nature: to be a sino-foreign equity joint venture (B) Term: to be 20 years (C) Registered office: (D) Total investment: to be RMB802,610,000 (E) Registered capital: to be RMB267,540,000 (F) Joint venture partners: China Resources Power Nicety Co., Ltd. (a wholly owned subsidiary of CRP) (60%) (Jiaozuo Electric Power Group Co., Ltd.) (40%)

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Reorganization Please refer to the section entitled “Business — Reorganization” of this prospectus for details of the Reorganization.

Changes in share capital of the subsidiaries of CRP A1a(26) Our subsidiaries are set out in the Accountants’ Report in Appendix I to this prospectus. The following alterations in the share capital or registered capital of the subsidiaries of CRP have taken place within the two years preceding the date of this prospectus: (a) on 4 December, 2001, China Resources Power Southbound Co. Ltd (“CRP Southbound”)was incorporated in the British Virgin Islands (“BVI”) with an authorized share capital of HK$600,000,000 divided into 600,000,000 shares with a par value of HK$1.00 per share. On 12 August, 2003, a directors’ resolution of CRP Southbound was passed for its authorized share capital to be reduced from HK$600,000,000 to HK$380,000. One ordinary share of HK$1.00 was allotted and issued for cash at par to CRP on 12 August, 2003; (b) on 4 December, 2001, China Resources Power (Asia) Holdings Co. Ltd. (“CRP Asia”)was incorporated in the BVI with an authorized share capital of HK$2,000,000,000 divided into 2,000,000,000 shares with a par value of HK$1.00 per Share of which one ordinary share was allotted and issued for cash at par to CRP on 28 May, 2003; (c) on 27 December, 2001, China Resources Power North Achievement Co., Ltd. (“CRP North Achievement”) was incorporated in the BVI with an authorized share capital of HK$600,000,000 divided into 600,000,000 shares with a par value of HK$1.00 per share of which one ordinary share was allotted and issued for cash at par to CRP Asia on 28 May, 2003. On 5 August, 2003, a directors’ resolution of CRP North Achievement was passed for its authorised share capital to be reduced from HK$600,000,000 to HK$380,000. On 1 September, 2003, CRP Asia transferred the entire issued share capital of CRP North Achievement to China Resources Power Notary Co., Ltd. (“CRP Notary”). On 30 September, 2003, CRP North Achievement allotted and issued 99 ordinary share for cash at par to CRP Notary. On 17 October, 2003, CRP Notary transferred the entire issued share capital of CRP North Achievement to BOCGICRP; (d) on 15 May, 2002, the authorized share capital of Leader Best Limited was increased from HK$10,000 to HK$20,000 by the creation of 10,000 new ordinary shares of HK$1.00 each which rank pari passu in all respects with the existing ordinary shares of Leader Best Limited. On 16 May, 2002, 9,999 and 1 ordinary shares of HK$1.00 each of Leader Best Limited were allotted and issued for cash at par to CRP and China Resources Development & Investment Co., Limited (as nominee for and on behalf of CRP) respectively. On 17 May, 2002, 9,999 and 1 ordinary shares of HK1.00 each held by CRH and China Resources Development & Investment Co. Limited respectively were converted into “non-voting 5% deferred shares”* of HK$1.00 each. Leader Best Limited holds 25% of the registered capital of (Hebei Harv Power Generation Co., Ltd.);

*Note: Pursuant to the special resolutions of Leader Best Limited passed and the amended articles of association of 3rd Sch(4) Leader Best Limited adopted by its shareholders on 17 May, 2002, the holder (“Deferred Share Holder”)ofthe “non-voting 5% deferred share” shall be entitled to a fixed non-cumulative dividend at the rate of 5% per annum for any financial year in the event that the net profits of Leader Best Limited available for dividend distribution of such financial year (as certified by its auditors whose decision shall be final and binding) exceed HK$1,000,000,000,000. In the event that Leader Best Limited is being wound up, the Deferred Share Holder shall be entitled to the surplus assets of Leader Best Limited after a sum of HK$1,000,000,000,000 has been distributed to the holders of each of the ordinary shares of Leader Best Limited. The Deferred Share Holder is not entitled to any participation in the profits or surplus assets, nor to receive any notice of or attend or vote at any general meeting of Leader Best Limited.

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(e) on 17 June, 2002, (China Resources (Dengfeng Henan) Electric Power Development Co., Ltd.) was incorporated in the PRC with a registered capital of US$26,510,000 of which CRP holds 85% as the foreign joint venture partner and (Dengfeng Power Plant Group Co., Ltd.) holds 15% as the Chinese joint venture partner. Such registered capital has been fully contributed in cash by all parties;

(f) on 9 July, 2002, (China Resources (Louyang) Thermal Power Co., Ltd.) was incorporated in the PRC with a registered capital of RMB80,000,000, of which CRP holds 51% as the foreign joint venture partner and the Chinese partners hold the remaining balance. Such registered capital has been fully contributed in cash by all parties;

(g) on 22 October, 2002, (Puqi Sithe Power Generating Co., Ltd.) which was incorporated in the PRC on 17 February, 2000 and having a contributed registered capital of US$23,237,500 was acquired by CRP from Sithe China Holdings Limited and Marubeni Corporation pursuant to a sale and purchase agreement dated 31 August, 2002. On 22 October, 2002, CRP was registered as its new sole equity holder;

(h) on 2 September, 2002, China Resources Power Radiance Co., Ltd. was incorporated in the BVI with an authorized share capital of HK$380,000 divided into 38,000,000 shares with a par value of HK$0.01 per share of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

(i) on 2 September, 2002, China Resources Power Dominance Co., Ltd. (“CRP Dominance”) was incorporated in the BVI with an authorized share capital of HK$380,000 divided into 38,000,000 shares with a par value of HK$0.01 per share of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

(j) on 27 September, 2002, the entire issued share capital of China Resources Power (Offshore) Limited (formerly known as Sithe China (Offshore) Holdings Limited) (“CRP Offshore”), a company incorporated in the BVI on 29 April, 2002, with an authorized share capital of US$50,000 divided into 50,000 shares with a par value or US$1.00 per share, was acquired by CRP Dominance from Sithe Asia Holdings Limited pursuant to a sale and purchase agreement dated 27 September, 2002. CRP Offshore then held: (aa) the entire issued share capital of China Resources Telluride Power Limited (formerly known as Sithe Telluride Power Limited) (“CRP Telluride”), a company incorporated in the Cayman Islands on 5 January, 1998, and the entire issued share capital of China Resources Wenzhou Power Limited (formerly known as Sithe Wenzhou Power Limited) (“CRP Wenzhou”), a company incorporated in the Cayman Islands on 5 January, 1998. CRP Telluride is the general partner which holds 1% of the entire partnership interests of Telluride International Energy, L.P. (“Telluride L.P.), a limited partnership registered in the Cayman Islands on 29 September, 1994. CRP Wenzhou is one of the limited partners which holds 93% of the entire partnership interests of Telluride L.P.. Telluride L.P. holds 40% of the entire registered capital of (Zhejiang Wenzhou Telluride Power Generating Co., Ltd.); and (bb) 80% of the entire issued share capital of Sithe FWA Power Limited (“Sithe FWA”), a company incorporated in the BVI on 5 January, 1995. Sithe FWA holds 60% of the entire registered capital of (Dongguan Houjie Power Co., Ltd.);

(k) effective on 27 September, 2002, the entire issued share capital of CRP Telluride and the entire issued share capital of CRP Wenzhou were transferred by CRP Offshore to CRP Dominance under a sale and purchase agreement dated 31 July, 2003;

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(l) effective on 27 September, 2002 immediately after the completion of the transfer referred to in sub-paragraph (k) above, the entire issued share capital of CRP Offshore was transferred by CRP Dominance to CRH under a sale and purchase agreement dated 31 July, 2003;

(m) on 28 September, 2002, (China Resources Power Hunan Liyujiang Co., Ltd.) was incorporated in the PRC with a registered capital of RMB696,000,000, of which CRP holds 60% as the foreign joint venture partner and (Hunan Province Electric Power Construction and Development General Company) holds 40% as the Chinese joint venture partner. A sum of RMB354,960,000 in cash, being 85% of the capital contribution of CRP to CR Liyujiang, has been fully paid up in cash by CRP. The remaining 15% of the capital contribution of CRP will be payable by CRP before 27 September, 2004;

(n) on 25 November, 2002 , China Resources Power Performance Co., Ltd. (“CRP Performance”)was incorporated in the BVI with an authorized share capital of HK$380,000 divided into 38,000,000 shares with a par value of HK$0.01 per share of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

(o) on 9 December, 2002, China Resources Power NicenEase Limited (“CRP NicenEase”)was incorporated in the BVI with an authorized share capital of US$50,000 divided into 50,000 shares with a par value of US$1 per share of which one ordinary share was allotted and issued for cash at par to CRP on 5 August, 2003;

(p) on 9 December, 2002, China Resources Power Excellence Limited (“CRP Excellence”)was incorporated in the BVI with an authorized share capital of US$50,000 divided into 50,000 shares with a par value of US$1.00 per share of which 100 ordinary shares were allotted and issued for cash at par to CRH on 22 March, 2003. On 10 September, 2003 further 100 fully paid up ordinary shares of US$1.00 were allotted and issued for cash at par to CRH. On 10 September, 2003, the entire issued share capital of CRP Excellence was transferred by CRH to CRP under a sale and purchase agreement dated 10 September, 2003 pursuant to the Reorganization. CRP Excellence holds 35% of the entire registered capital of (China Resources (Xuzhou) Electric Power Co., Ltd.);

(q) on 23 December, 2002, 82.5% of the entire issued share capital in Resources Shajiao C Investments Limited ( ) (formerly known as Mirant Shajiao C Investments Limited) (“Resources Shajiao C”) was acquired by CRP Performance from Mirant Guangdong (Shajiao C) Limited, Laito Company Limited and Stenus Limited pursuant to a sale and purchase agreement dated 20 December, 2002. In September 2003, an additional 3.9% shares in the entire issued capital of Resources Shajiao C was acquired by China Resources Power Persona Co., Ltd. from Bank of China Group Investment Limited and Nam Tung (Macao) Investment Ltd. pursuant to a sale and purchase agreement entered into in September 2003. Resources Shajiao C Investments Limited holds 40% interest in the entire registered capital of (Guangdong Guanghope Power Co., Ltd.);

(r) on 30 December, 2002, (China Resources Power (Changshu) Co., Ltd.), a wholly owned subsidiary of CRP, was incorporated in the PRC with a registered capital of US$173,520,000. A sum of US$26,029,981 in cash had been contributed as registered capital by CRP. The remaining capital will be contributed by CRP by instalments and should be fully paid up on or before 29 December, 2004;

(s) on 28 May, 2003, China Resources Power Investments Company Limited (“CRP Investments”) was incorporated in Hong Kong. Its authorized share capital is HK$1,000 divided into 1,000 shares with a par value of HK$1.00 per share of which 99 and 1 ordinary shares were allotted and

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issued for cash at par to CRP North Achievement and CRP Asia (as nominee for and on behalf of CRP North Achievement), respectively, on 30 May, 2003. On 1 September, 2003, following the transfer of the entire issued share capital of CRP North Achievement by CRP Asia to CRP Notary, CRP Investments becomes an indirect wholly owned subsidiary of CRH;

(t) on 10 June, 2003, the entire issued share capital of Oxbow Asia-Pacific Power Corporation “Oxbow”), a company incorporated in the Cayman Islands on 1 July, 1994 and held 6% of the entire partnership interests of Telluride L.P., was acquired by CRP Dominance from Oxbow Power Corporation pursuant to a sale and purchase agreement dated 10 June, 2003. On 29 September, 2003, 6% of the entire partnership interests of Telluride L.P. were distributed as a dividend in specie by Oxbow to CRP Dominance. On 30 September, 2003, a resolution was passed in general meeting of Oxbow for it to be voluntarily liquidated because it was an excessive subsidiary of CRP and its corporate director, CRP Dominance was appointed as the liquidator. The voluntary liquidation procedure would take at least five months to complete;

(u) on 22 July, 2003, China Resources Power Endeavour Co., Ltd. (“CRP Endeavour”)was incorporated in the BVI with an authorised share capital of HK$380,000 divided into 380,000 shares with a par value of HK$1.00 per share of which one ordinary share was allotted and issued for cash at par to CRP on the same date. On 23 July, 2003, CRP transferred the entire issued share capital of CRP Endeavour to CRH;

(v) on 25 July, 2003, China Resources Power Nicety Co., Ltd. was incorporated in the BVI with an authorised share capital of HK$380,000 divided into 380,000 shares with a par value of HK$1.00 per share of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

(w) on 31 July, 2003, CR Power (China) Co., Ltd. (“CRP China”) was incorporated in the BVI with an authorised share capital of HK$380,000 divided into 380,000 shares with a par value of HK$1.00 per share of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

(x) on 1 August, 2003, CR Power (South China) Co., Ltd. was incorporated in Hong Kong. Its authorised share capital is HK$3,600,000,000 divided into 3,600,000,000 shares with a par value of HK$1.00 per share of which 99 and 1 ordinary shares were allotted and issued for cash at par to CRP China and CRP Asia (as nominee for and on behalf of CRP China), respectively, on 1 August, 2003;

(y) on 15 August, 2003, China Resources Power Persona Co., Ltd. was incorporated in the BVI with an authorised share capital of HK$380,000 divided into 380,000 shares with a par value of HK$1.00 each, of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

(z) on 20 August, 2003, China Resources Power North Dimension Co., Ltd. was incorporated in the BVI with an authorised share capital of HK$380,000 divided into 380,000 shares with a par value of HK$1.00 each, of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

(aa) on 20 August, 2003, China Resources Power Northshell Co., Ltd. was incorporated in the BVI with an authorised share capital of HK$380,000 divided into 380,000 shares with a par value of HK$1.00 each, of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

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(bb) on 20 August, 2003, China Resources Power Northtown Co., Ltd. was incorporated in the BVI with an authorised share capital of HK$380,000 divided into 380,000 shares with a par value of HK$1.00 each, of which one ordinary share was allotted and issued for cash at par to CRP on the same date;

(cc) on 1 September, 2003, CRP Notary was incorporated in the BVI was an authorised share capital of HK$380,000 divided into 380,000 shares with a par value of HK$1.00 each, of which one ordinary share was allotted and issued for cash at par to CRH on the same date. On 30 September, 2003, further 99 ordinary shares were allotted and issued to CRH for cash at par. On 17 October, 2003, CRH transferred the entire issued share capital of CRP Notary to CRP under a sale and purchase agreement dated 17 October, 2003 pursuant to the Reorganization; and

(dd) on 15 October, 2003, BOCGI China Resources Power Co., Ltd. (“BOCGICRP”) was incorporated in the BVI. Its authorised share capital is US$25 divided into 25 shares with a par value of US$1.00 per share of which 10 and 15 ordinary shares were allotted and issued for cash at par to CRP Notary and Goldway Investment Holdings Corp. (a wholly owned subsidiary of Bank of China Group Investment Limited), respectively, on 17 October, 2003.

Save as disclosed herein, there has been no alteration in the share capital of any of the subsidiaries of CRP within the two years preceding the date of this prospectus.

SHARE REPURCHASE MANDATE

This section includes information required by the Hong Kong Stock Exchange to be included in this prospectus concerning the repurchase by us of our own shares.

(a) Provisions of the Listing Rules

The Hong Kong Listing Rules permit companies whose primary listing is on the Hong Kong Stock Exchange to repurchase their securities on the Hong Kong Stock Exchange subject to certain restrictions, the more important of which are summarized below:

(i) Shareholders’ approval

All proposed repurchases of securities (which must be fully paid up in the case of shares) by a company whose primary listing is on the Hong Kong Stock Exchange must be approved by its shareholders in advance by an ordinary resolution, either by way of a general mandate to its directors or by a specific approval of a particular transaction.

Note: Pursuant to a written resolution passed by CRP’s shareholders on 6 October, 2003, a general unconditional repurchase mandate (the “Repurchase Mandate”) was given to the Directors to exercise all powers of CRP to repurchase, on the Hong Kong Stock Exchange or on any other stock exchange on which the Shares may be listed and which is recognized by the SFC and the Hong Kong Stock Exchange for this purpose, such aggregate nominal amount of Shares as shall not exceed 10% of the aggregate nominal amount of our share capital in issue and to be issued as mentioned in this prospectus (including Shares which may be issued pursuant to the exercise of the Over-allotment Option); such mandate to expire at the conclusion of our next annual general meeting, or the expiration of the period within which our next annual general meeting is required by the Articles of Association or the Companies Ordinance or any other applicable laws of Hong Kong to be held, or when revoked or varied by ordinary resolution of CRP’s shareholders in general meeting, whichever occurs first.

The exercise in full of the Repurchase Mandate, on the basis of 3,670,000,000 Shares in issue immediately following LR10.06(1) completion of the Global Offering (without taking into account any Shares which may be issued upon the exercise of the (b)(i) Over-allotment Option), and on the basis of 3,808,000,000 Shares in issue immediately following completion of the Global Offering (assuming the Over-allotment Option is exercised in full), could result in the repurchase of up to 367,000,000 Shares and 380,800,000 Shares respectively during the period in which the Repurchase Mandate remains in force.

IX-12 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(ii) Source of funds LR10.06(1)(b)(iii)

Repurchases must be funded out of funds legally available for such purpose in accordance with the Memorandum of Association and Articles of Association, the Hong Kong Listing Rules and the applicable laws of Hong Kong. A listed company may not repurchase its own securities on the Hong Kong Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Hong Kong Stock Exchange.

Any repurchases by CRP may be made out of funds which would otherwise be available for dividend or distribution or out of an issue of new shares made for the purpose of the repurchase or out of capital paid up on the Shares to be repurchased and, in the case of any premium payable on the repurchase, and in the case of any premium paid on the repurchase, out of funds which would otherwise be available for dividend or distribution or from sums standing to the credit of CRP’s share premium account.

(b) Trading Restrictions

The total number of shares which a company may repurchase on the Hong Kong Stock Exchange or another stock exchange recognized for this purpose by the SFC under the Code on Share Repurchases is the number of shares representing up to a maximum of 10% of the aggregate number of shares in issue as at the date on which the repurchase mandate is granted. A company may not issue or announce a proposed issue of new securities for a period of 30 days immediately following a repurchase (other than an issue of securities pursuant to an exercise of warrants, share options or similar instruments requiring the company to issue securities which were outstanding prior to such repurchase) without the prior approval of the Hong Kong Stock Exchange.

In addition, the repurchase of securities on the Hong Kong Stock Exchange in any calendar month is limited to a maximum of 25% of the trading volume of such securities on the Hong Kong Stock Exchange in the immediately preceding calendar month.

The Hong Kong Listing Rules also prohibit a company from repurchasing its securities on the Hong Kong Stock Exchange if the repurchase would result in the number of listed securities which are in the hands of the public falling below the relevant prescribed minimum percentage as required by the Hong Kong Stock Exchange.

A company is required to procure that the broker appointed by it to effect a repurchase of securities discloses to the Hong Kong Stock Exchange such information with respect to the repurchase as the Hong Kong Stock Exchange may require.

(c) Status of Repurchased Shares

All repurchased securities (whether effected on the Hong Kong Stock Exchange or otherwise) will be automatically delisted and the certificates for those securities must be cancelled and destroyed.

(d) Suspension of Repurchase

A company may not make any repurchase of securities after a price sensitive development has occurred or has been the subject of a decision until such time as the price sensitive information has been made publicly available. In particular, during the period of one month immediately preceding either the preliminary announcement of a company’s annual results or the publication of its interim report, a company (other than an investment company listed pursuant to the provisions of Chapter 21 of the Hong Kong Listing Rules) may not repurchase its securities on the Hong Kong Stock Exchange unless the circumstances are exceptional. In addition, the Hong Kong Stock Exchange may prohibit a repurchase of securities on the Hong Kong Stock Exchange if a company has breached the Hong Kong Listing Rules.

IX-13 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(e) Reporting Requirements

Certain information relating to repurchases of securities on the Hong Kong Stock Exchange or otherwise must be reported to the Hong Kong Stock Exchange not later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the following business day. In addition, a company’s annual report is required to disclose details regarding repurchases of securities made during the year, including a monthly analysis of the number of securities repurchased, the purchase price per share or the highest and lowest price paid for all such purchases, where relevant, and the aggregate prices paid.

(f) Reasons for repurchases

The Directors believe that it is in the best interest of CRP and its shareholders for the Directors to have LR10.06(1) (b)(ii) a general authority from CRP’s shareholders to enable CRP to repurchase Shares in the market at any appropriate time. Such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit CRP and its shareholders.

(g) Financial effect of repurchases

On the basis of CRP’s current financial position as disclosed in this prospectus and taking into account LR10.06(1) (b)(iv) our current working capital position, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or gearing position of CRP, as compared with the position disclosed in this prospectus. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of CRP which, in the opinion of the Directors, are from time to time appropriate for CRP.

(h) General

(i) Applicability

Exercise in full of the Repurchase Mandate, on the basis of 3,670,000,000 Shares in issue after LR10.06(1) (b)(i) completion of the Global Offering (but taking no account of any Shares which may be issued upon the exercise of the Over-allotment Option) and on the basis of 3,808,000,000 Shares in issue after completion of the Global Offering (assuming exercise of the Over-allotment Option in full), could accordingly result in up to 367,000,000 Shares and 380,800,000 Shares, respectively, being repurchased by CRP during the period prior to:

● the conclusion of the next annual general meeting of CRP;

● the expiration of the period within which CRP’s next annual general meeting is required by the Articles of Association or the Companies Ordinance or any other applicable laws of Hong Kong to be held; or

● the revocation or variation of the Repurchase Mandate by ordinary resolution of the shareholders of CRP in general meeting, whichever occurs first.

(ii) Directors and connected persons

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of LR10.06(1) (b)(v) their respective associates (as defined in the Hong Kong Listing Rules), have any present intention to sell any Shares to CRP or its subsidiaries if the Repurchase Mandate is exercised.

IX-14 APPENDIX IX STATUTORY AND GENERAL INFORMATION

A company is prohibited from knowingly repurchasing securities on the Hong Kong Stock Exchange from a “connected person,” that is, a director, chief executive or substantial shareholder of such company or any of its subsidiaries or any of their respective associates (as defined in the Hong Kong Listing Rules) and a connected person shall not knowingly sell the securities to the company on the Hong Kong Stock Exchange.

No connected person has notified CRP that he has a present intention to sell any Shares to CRP, or has LR10.06(1) (b)(ix) undertaken not to do so if the Repurchase Mandate is exercised.

(iii) Undertaking

The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be LR10.06(1) (b)(vi) applicable, they will exercise the Repurchase Mandate in accordance with the Hong Kong Listing Rules, the Memorandum of Association and the Articles of Association and the applicable laws of Hong Kong for the time being and from time to time.

(iv) Effect of the Takeovers Code

If, as the result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of LR10.06(1) (b)(vii) CRP is increased, such increase will be treated as an acquisition for the purposes of the Code on Takeovers and Mergers (“Takeovers Code”). Accordingly, a shareholder or a group of shareholders acting in concert could obtain or consolidate control of CRP and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

(v) Others

Any repurchase of Shares which results in the number of Shares held by the public being reduced to less than 25% of the Shares then in issue could only be implemented with the approval of the Hong Kong Stock Exchange to waive the Hong Kong Listing Rules requirements regarding the public shareholding. It is believed that a waiver of this provision would not normally be granted other than in certain exceptional circumstances.

FURTHER INFORMATION ABOUT THE BUSINESS OF THE GROUP

Summary of material contracts A1a(52) 3rd Sch(17) The following contracts (not being contracts in the ordinary course of business) have been entered into by our Company within two years preceding the date of this prospectus and are or may be material:

(a) a share transfer agreement dated 31 July, 2003 between China Resources Power (Offshore) Limited (“CRP Offshore”) and China Resources Power Dominance Co., Ltd. (“CRP Dominance”) for the transfer to CRP Dominance of the entire issued share capital of China Resources Telluride Power Limited and the entire issued share capital of China Resources Wenzhou Power Limited in consideration of HK$446,438,146.44, effective as of 27 September, 2002;

(b) a sale and purchase agreement dated 31 July, 2003 between CRP Dominance and CRH for the transfer to CRH of the entire issued share capital of CRP Offshore in consideration of HK$88,559,098.06, effective as of 27 September, 2002;

(c) a sale and purchase agreement dated 10 September, 2003 between CRH and CRP for the transfer to CRP of the entire issued share capital of China Resources Power Excellence Limited in connection with 35% of the entire registered capital of (China Resources (Xuzhou) Electric Power Co., Ltd.) in consideration of HK$238,000,000;

IX-15 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(d) a sale and purchase agreement dated 17 October, 2003 between CRH and CRP for the transfer to CRP of the entire issued share capital of China Resources Power Notary Co., Ltd. in connection with 10% of the entire registered capital of (Huaneng International Power Development Corporation) in consideration of HK$1,000,000,000;

(e) a transfer agreement (in Chinese) dated 31 July, 2003 between CRP and CRH for the transfer to CRH of all rights and obligations in connection with CRP’s interest in a power plant company to be incorporated, Yunnan China Resources Power (Honghe) Co., Ltd., in consideration of RMB19,500,000;

(f) a management agreement (in Chinese) dated 17 October, 2003 between CRH and CRP in respect of the management and exercise by CRP, for and on behalf of CRH, the rights of CRH as a shareholder of each of (Sichuan Shurun Electric Development Co., Ltd.) and (Dongguan Houjie Power Co., Ltd.) for a term of one year in return for a fixed service fee of HK$600,000 per annum;

(g) a management agreement (in Chinese) dated 17 October, 2003 between CRH and CRP in respect of the management and exercise by CRP, for and on behalf of CRH, the interest of CRH in (Yunnan China Resources Power (Honghe) Co., Ltd.) and (Fuyang China Resources Power Co., Ltd.) for a term of 3 years in return for a fixed service fee in aggregate of HK$2,000,000 per annum;

(h) a management agreement (in Chinese) dated 17 October, 2003 between CRNC and CRP in respect of the management and exercise by CRP, for and on behalf of CRNC, the rights of CRNC as a shareholder of (Hengshui Hengxing Power Generation Co., Ltd.) for a term of one year in return for a fixed service fee of HK$300,000 per annum;

(i) a deed of option (in Chinese) dated 17 October, 2003 executed by CRNC in favour of CRP, under which an option was granted (for a nominal consideration of HK$1.00) for CRP or any of its wholly owned subsidiaries to acquire CRNC’s entire 25% interest in (Hengshui Hengxing Power Generation Co., Ltd.) (“Hengfeng Phase II”). The exercise period of such option is 10 years from the date of the deed of option within which CRP may acquire the relevant interest in Hengfeng Phase II at a price equal to its net book value as shown in the financial statements of CRNC or a price as determined by an independent valuer with reference to the market value as at the date the option is exercised;

(j) a deed of option (in Chinese) dated 17 October, 2003 executed by CRH in favour of CRP under which options were granted (for a nominal consideration of HK$1.00) for CRP or any of its wholly owned subsidiaries to acquire CRH’s entire 48% interest in (Dongguan Houjie Power Co., Ltd.), entire 65% interest in (Yunnan China Resources Power (Honghe) Co., Ltd.) and entire 55% interest in (Fuyang China Resources Power Co., Ltd.). The exercise period of the option for each power plant is 10 years from the date of the deed of option within which CRP may acquire each power plant at a price equal to its net book value as shown in the financial statements of CRH or a price as determined by an independent valuer with reference to the market value as at the date each option is exercised;

(k) a trade mark licence agreement dated 17 October, 2003 between CRH and CRP pursuant to which CRP, for a nominal consideration of HK$1.00, is granted an irrevocable, royalty free and non-exclusive licence to use certain trade marks and the right to sub-license the same to any member of the Group;

IX-16 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(l) a trade mark licence agreement dated 17 October, 2003 between CRNC and CRP pursuant to which CRP, for a nominal consideration of HK$1.00, is granted an irrevocable, royalty free and non-exclusive licence to use certain trade marks and the right to sub-license the same to any member of the Group; (m) a deed of indemnity dated 17 October, 2003 executed by CRH in favor of CRP (for itself and as trustee for the companies in which CRP has a direct or indirect investment of 5% or above) containing indemnities in respect of taxation and estate duty referred to in the section entitled “Other Information — Estate duty and tax indemnity” of this Appendix; (n) a deed of non-competition undertakings dated 17 October, 2003 executed by CRNC, CRL and CRH in favor of CRP, details of which are set out in the section entitled “Business — Competition” in this prospectus; and (o) the Hong Kong Underwriting Agreement, details of which are set out in the section entitled “Underwriting” in this prospectus.

Intellectual property rights CRH is (i) the proprietor of the trade marks and CHINA RESOURCES in Hong Kong, (ii) applying for the registration of the trade marks in Hong Kong (the trade marks described in (i) and (ii) collectively, the “Hong Kong Trade Marks”) and (iii) applying for the registration of the trade marks and in the PRC (the “PRC Trade Marks”). CRNC is the proprietor and/or is applying for the registration of the trade marks and in the PRC (the “CRNC Trade Marks”). Pursuant to the trade mark licence agreement dated 17 October, 2003 between CRH and CRP, CRP, in consideration of a nominal amount of HK$1.00, has been granted an irrevocable, royalty free and non-exclusive licence to use the Hong Kong Trade Marks and the PRC Trade Marks on or in relation to the activities as described in the agreement and the right to sub-licence the same to any member of the Group. The licence will remain in force from the date of the agreement until the agreement is terminated in accordance with the terms of the agreement provided that the licence in respect of the PRC Trade Marks should not exceed the term of registration of each PRC Trade Mark save where renewed or extended from time to time. On the same terms of the above-mentioned agreement, CRNC granted CRP an irrevocable, royalty-free and non-exclusive licence to use the CRNC Trade Marks with a term commencing from the date of the agreement until it is terminated in accordance with the terms of the agreement provided that the licence should not exceed the term of registration of each PRC Trade Mark save where renewed or extended from time to time. Details of Hong Kong Trade Marks are as follows:

(Note) Territory of Registration Trade mark Class registration Expiry date number

7 Hong Kong 8 May, 2005 199905917 9 Hong Kong 8 May, 2005 199911166 16 Hong Kong 15 January, 2013 199302635 35 Hong Kong 19 June, 2005 200009042 37 Hong Kong 8 April, 2013 199407494 39 Hong Kong 8 April, 2013 199501505 42 Hong Kong 20 August, 2013 200006425 35 Hong Kong 8 April, 2013 1995B07352 35 Hong Kong 19 June, 2005 2001B09662 42 Hong Kong 20 August, 2013 2000B16003

IX-17 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(Note) Territory of Date of Application Trade mark Class registration application number

7 Hong Kong 3 March, 2003 200303158 9 Hong Kong 3 March, 2003 200303160 16 Hong Kong 3 March, 2003 200303162 35 Hong Kong 3 March, 2003 200303176 37 Hong Kong 3 March, 2003 200303178 39 Hong Kong 3 March, 2003 200303180 40 Hong Kong 3 March, 2003 200303181 41 Hong Kong 3 March, 2003 200303182 42 Hong Kong 3 March, 2003 200303183

Note:

Class Specification 7 inter alia, machines and machine tools; motors and engines (except for land vehicle), machine coupling and transmission components (except for land vehicles); agricultural implements; incubators for eggs 9 inter alia, apparatus for recording, transmission or reproduction of sound or images; electrical and scientific apparatus; electric connector plugs, electric terminal strips, control knobs for electric apparatus, fuses for electric apparatus, cases adapted for aligning electrical communication apparatus; telecommunication and communication switching apparatus; electronic mail apparatus; integrated circuits, electrical discharge devices; 16 inter alia, paper, cardboard and goods made from these materials not included in other classes, instructional and teaching material (except apparatus); plastic materials for packaging (not included in other classes); printers’ type; printing blocks; playing cards 35 inter alia, advertising; advertising agency services; updating of advertising material; dissemination of advertising matter; rental of advertising space; outdoor advertising; services of publicity; organisation of exhibitions for commercial or advertising purposes; professional business consultancy; business information services; business organisation consultancy; business research; economic forecasting; import-export agency services; sales promotion services for others and marketing services, distribution of samples; arranging, conducting and organization of trade events, trade shows; arranging, conducting and organization of exhibitions for business, commercial, advertising or trade purposes; paper and paper products 37 inter alia, civil and construction engineering; building construction; construction of power generating plants; machinery installation 40 inter alia, generation of gas and electricity 41 inter alia, education services in the fields of oil, gas and petrochemical industries, workshops and training courses relating to business, commercial, provision of information, consultancy services and advisory services relating to all the aforesaid services 42 inter alia, design of equipment for use in industrial processes; liaison services to facilitate the exchange of technical and technological information; technical project studies and research; product development

IX-18 APPENDIX IX STATUTORY AND GENERAL INFORMATION

DISCLOSURE OF INTERESTS

(a) Interests of the Directors in the Shares A1a(45)(1)

Immediately following completion of the Global Offering and taking no account of any Shares which may be allotted and issued pursuant to the Pre-IPO Share Option Scheme and the Share Option Scheme or the exercise of the Over-allotment Option, the interests or short positions of the Directors and the chief executive in the shares, underlying shares and debentures of the Company and its associated corporations, within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”) which will have to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XI of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein or which will be required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Hong Kong Listing Rules, will be as follows:

Long Positions in the shares, underlying shares and debentures of the Company or its associated corporations:

Approximate Total number percentage of of ordinary interest in the Name of Director Name of Corporation Nature of interest shares corporation

Ning Gao Ning China Resources Cement Personal interest 163,000 0.045% Holdings Limited China Resources Personal interest 1,630,000 0.078% Enterprise, Limited

Song Lin China Resources Interest of spouse 200,000 0.010% Enterprise, Limited

Short positions in the shares, underlying shares and debentures of the Company or its associated corporations:

Approximate Total number percentage of of ordinary interest in the Name of Director Name of Corporation Nature of interest shares corporation

Ning Gao Ning China Resources Personal interest 4,500,000 0.216% Enterprise, Limited China Resources Logic Personal interest 3,000,000 0.114% Limited China Resources Land Personal interest 5,000,000 0.332% Limited CRP Personal interest 1,000,000 0.027%

IX-19 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Approximate Total number percentage of of ordinary interest in the Name of Director Name of Corporation Nature of interest shares corporation

Song Lin China Resources Interest of spouse 200,000 0.010% Enterprise, Limited China Resources Personal interest 2,000,000 0.096% Enterprise, Limited China Resources Logic Personal interest 10,500,000 0.4% Limited CRP Personal interest 2,000,000 0.054%

Jiang Wei China Resources Personal interest 600,000 0.029% Enterprise, Limited China Resources Logic Personal interest 720,000 0.027% Limited China Resources Land Personal interest 720,000 0.048% Limited CRP Personal interest 1,000,000 0.027%

Wang Shuai Ting China Resources Personal interest 450,000 0.022% Enterprise, Limited China Resources Logic Personal interest 540,000 0.021% Limited China Resources Land Personal interest 540,000 0.036% Limited CRP Personal interest 4,500,000 0.123%

Tang Cheng China Resources Personal interest 80,000 0.004% Enterprise, Limited China Resources Logic Personal interest 90,000 0.003% Limited China Resources Land Personal interest 100,000 0.007% Limited CRP Personal interest 3,000,000 0.082%

Zhang Shen Wen China Resources Personal interest 50,000 0.002% Enterprise, Limited China Resources Logic Personal interest 60,000 0.002% Limited China Resources Land Personal interest 60,000 0.004% Limited CRP Personal interest 3,000,000 0.082%

IX-20 APPENDIX IX STATUTORY AND GENERAL INFORMATION

As at the date of this prospectus, the following options have been conditionally granted to certain Directors under the Pre-IPO Share Option Scheme:

Number of Shares subject Name Date of grant to the option Exercise price Song Lin...... 6October,2003 2,000,000 Offer price Wang Shuai Ting ...... 6October,2003 4,500,000 Offer price Shen Zhong Min ...... 6October,2003 3,000,000 Offer price TangCheng...... 6October,2003 3,000,000 Offer price ZhangShenWen...... 6October,2003 3,000,000 Offer price NingGaoNing...... 6October,2003 1,000,000 Offer price Jiang Wei ...... 6October,2003 1,000,000 Offer price Total...... 17,500,000

The exercise of the above options granted under the Pre-IPO Option Scheme is conditional on (1) the Listing Committee granting approval of the listing of, and permission to deal in, Shares which may be issued pursuant to the exercise of options under the Pre-IPO Share Option Scheme and (2) the commencement of dealings in the Shares on the Hong Kong Stock Exchange.

(b) Substantial Shareholder

Information on the persons, not being Directors or the chief executive of CRP, who will have, 3rd Sch(30) immediately following the completion of the Global Offering and taking no account of any Shares which may be taken up under the Global Offering or which may be allotted and issued pursuant to the Pre-IPO Share Option Scheme and the Share Option Scheme or the exercise of the Over-allotment Option, an interest or short position in the shares or underlying shares of CRP which would fall to be disclosed to CRP under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance or who is, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of our Company is set out in the section entitled “Substantial Shareholders” of this prospectus.

(c) Particulars of Directors’ service contracts A1a(46)

Each of Mr. Wang Shuai Ting, Mr. Shen Zhong Min, Mr. Tang Cheng and Mr. Zhang Shen Wen has entered into a service agreement with CRP dated 17 October, 2003 with effect from 22 August, 2003. Particulars of these agreements, except as indicated below, are in all material respects identical and are set out below:

(i) each service agreement has a term of 3 years ending on 21 August, 2006 or the annual general meeting of CRP held in the year of 2006, whichever is the earliest;

(ii) each service agreement may be terminated by either party by giving six months’ prior written notice;

(iii) Each of Mr. Wang Shuai Ting, Mr. Shen Zhong Min, Mr. Tang Cheng and Mr. Zhang Shen Wen is entitled to a discretionary bonus, payable at the absolute discretion of the Board; and

(iv) the salary of each of Mr. Wang Shuai Ting, Mr. Shen Zhong Min, Mr. Tang Cheng and Mr. Zhang Shen Wen will be HK$1,100,000, HK$780,000, HK$600,000 and HK$564,000 per annum, respectively, subject to review by CRP from time to time.

IX-21 APPENDIX IX STATUTORY AND GENERAL INFORMATION

During the year ended 31 December, 2002 and for the 7 months ended 31 July, 2003, the aggregate A1a(46)(2) remuneration paid and benefits in kind granted to the Directors were about HK$1,007,000 and HK$304,000 respectively.

Under the arrangements in force as at the date of this prospectus, for the year ending 31 December, 2003, the aggregate remuneration payable by CRP to the executive Directors (including any benefits in kind but excluding any discretionary bonus payment) is estimated to be approximately HK$1,655,000 and the aggregate remuneration, payable by CRP to the non-executive Directors is estimated to be approximately HK$50,430.

None of the independent non-executive Directors has entered into any service agreement with CRP. A1a(46)(3) Each independent non-executive Director will receive an annual director’s fee of HK$126,000 with effect from 22 August, 2003.

Related party transactions

Save as disclosed in the section entitled “Business — Connected Transactions” of this prospectus and in note 38 in paragraph A of the accountants’ report, the text of which is set out in Appendix I to this prospectus, during the two years preceding the date of this prospectus, our Company has not engaged in any other material related party transaction.

Disclaimers

Save as disclosed in this prospectus:

(a) the Directors are not aware of any person (not being a Director or chief executive of CRP) who will, immediately after completion of the Global Offering (taking no account of any exercise of the Over-allotment Option or any Shares which may be taken up under the Global Offering or any exercise of options under the Pre-IPO Share Option Scheme and the Share Option Scheme), have an interest or a short position in Shares or underlying Shares which would fall to be disclosed to CRP under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who will, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of our Company;

(b) none of the Directors nor the persons referred to in the section entitled “Other information — A1a(47)(1) Consents and qualifications” of this Appendix has any direct or indirect interest in the promotion 3rd Sch(19) of, or in any assets which have been, within the two years immediately preceding the date of this prospectus, acquired or disposed of by or leased to, CRP or any of its subsidiaries, or are proposed to be acquired or disposed of by or leased to CRP or any of its subsidiaries;

(c) none of the Directors nor the persons referred to in the section entitled “ Other Information — A1a(47)(2) Consents and qualifications” of this Appendix is materially interested in any contract or 3rd Sch(19) arrangement subsisting at the date of this prospectus which is significant in relation to the business of CRP and any of its subsidiaries;

(d) save in connection with the Underwriting Agreements, none of the persons named in the section 3rd Sch(19) A1a(47)(1) entitled “Other Information — Consents and qualifications” of this Appendix has any A1a(9)(1) shareholding in CRP or any of its subsidiaries or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in CRP or any of its subsidiaries or is in the employment as an officer or servant of CRP or any of its subsidiaries; and

(e) none of the Directors has entered into or is proposing to enter into a service contract with CRP A1a(46)(1) or any of its subsidiaries (other than contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

IX-22 APPENDIX IX STATUTORY AND GENERAL INFORMATION

PRE-IPO SHARE OPTION SCHEME

The purpose of the Pre-IPO Share Option Scheme is to, amongst others, give the participants an opportunity to have a personal stake in CRP and help motivate the participants to optimise their performance and efficiency and retain the participants whose contributions are important to the long-term growth and profitability of our Company. The principal terms of the Pre-IPO Share Option Scheme conditionally approved and adopted on 6 October, 2003 are substantially the same as the terms of the Share Option Scheme (where applicable) except for the following principal terms:

(a) the subscription price per Share shall be the Offer Price; and

(b) save for the options which have been granted but have not lapsed, been cancelled or exercised in full (with details set out below), no further options will be offered or granted upon the commencement of dealings in the Shares on the Hong Kong Stock Exchange.

Application has been made to the Listing Committee for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the options conditionally granted under the Pre-IPO Share Option Scheme.

As at the date of this prospectus, in consideration of HK$1.00 per option, 591 options to subscribe for an aggregate of 167,395,000 Shares at an exercise price equal to the Offer Price have been conditionally granted to 591 grantees under the Pre-IPO Share Option Scheme. Each option has a 10-year exercise period within which there is a total vesting period of five years. Commencing from the first, second, third, forth, and fifth anniversaries of the date of grant of an option, the relevant grantee may exercise up to 20%, 40%, 60%, 80%, and 100% respectively of the Shares comprised in his or her option (less any number of Shares in respect of which the option has been previously exercised). Save for the number of Shares which may be subscribed for pursuant to the exercise of options, each option so granted under the Pre-IPO Share Option Scheme has the same terms and conditions. Details of the options that have been conditionally granted to certain Directors are disclosed under the section entitled “Disclosure of Interests — Interests of the Directors in the Shares” of this Appendix. A1 a(27) 3rd Sch(10) Particulars of the options that have been conditionally granted to all directors and senior management of CRP, its subsidiaries and associated companies (the “Group”) who may acquire most Shares under the Pre-IPO Share Option Scheme if the options are exercised in full are set out as follows:

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Wang Shuai Ting Room 1456, Block B 6 October, 2003 4,500,000 Offer Price Director Ming Yuen Mansion 2 Peacock Road North Point Hong Kong

Shen Zhong Min Flat D, 25th Floor 6 October, 2003 3,000,000 Offer Price Director Minster Court 38 Ming Yuen Western Street North Point Hong Kong

IX-23 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Tang Cheng No. 17 Jianshe 6 October, 2003 3,000,000 Offer Price Director East Road Xuzhou Jiangsu Province China

Zhang Shen Wen Flat E, 20th Floor 6 October, 2003 3,000,000 Offer Price Director Minster Court 38 Ming Yuen Western Street North Point Hong Kong

Song Lin 5th Floor 6 October, 2003 2,000,000 Offer Price Director No. 7 Sing Woo Crescent Happy Valley Hong Kong

Ning Gao Ning 8/F, 6 October, 2003 1,000,000 Offer Price Director No. 7 Sing Woo Crescent Happy Valley Hong Kong

Jiang Wei Room 3206, Block D 6 October, 2003 1,000,000 Offer Price Director Fortress Tower 238 King’s Road North Point Hong Kong

Deng An 17/F, Fengyuan Building 6 October, 2003 1,500,000 Offer Price Director of Guangdong No. 1-3 Tiyuxi Road Guanghope Power Co., Guangzhou Ltd. China

Du Hua Dong* Room 7-3, Guwan City 6 October, 2003 2,250,000 Offer Price Director and general 382 Pengcheng South Road manager of Xuzhou Puqi Sithe Power Jiangsu Province Generating Co., Ltd China (“CR Puqi”)

Sun Wen Xian Room 2035, Building 2 6 October, 2003 1,000,000 Offer Price Director and chief Hanxing Garden financial controller of Donghu Villa CR Puqi Wuchang District Wuhan City Hubei Province China

IX-24 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Cheng Guo Xian Residential Area 6 October, 2003 1,000,000 Offer Price Director and deputy Dengfeng Power general manager of China Resources Development Co., Ltd. (Dengfeng Henan) Dengfeng City Electric Power Henan Province Development Co., Ltd. China (“CR Dengfeng”)

Wang Xiao Bin* Flat H, 38th Floor 6 October, 2003 2,800,000 Offer Price Chief financial controller Block 3 Villa Esplanada Tsing Yi Hong Kong

Li She Tang* Room 5-22, Block 8 6 October, 2003 2,800,000 Offer Price Chief technical officer Section 1 Liupukang Xicheng District Beijing China

Chen Jian* 7 Huashan Road 6 October, 2003 2,200,000 Offer Price General manager of Louyang operation management Henan Province department China

Liu Fan Shun* 41 Daxing Road 6 October, 2003 2,190,000 Offer Price General manager of Zixing China Resources Power Hunan Province Hunan Liyujiang Co., China Ltd. (“CR Liyujiang”)

Jia Xi* Room 103, Block 54 6 October, 2003 2,000,000 Offer Price General manager of 332 Gong Ren South Road business development Zhenzhou department Henan Province China

Ding Qi* Flat A, 12th Floor 6 October, 2003 1,800,000 Offer Price General manager of Minster Court human resources and 38 Ming Yuen Western administration Street department North Point Hong Kong

Sub-total: 37,040,000

* Our senior executives

IX-25 APPENDIX IX STATUTORY AND GENERAL INFORMATION

In addition to the above grantees, below are particulars of other Eligible Persons who have been conditionally granted options to acquire not less than 700,000 Shares under the Pre-IPO Share Option Scheme if the options are exercised in full:

(a) Grantees who are employees of the Group:

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Zhang Xin Ke Room 1402, Building 1 6 October, 2003 2,200,000 Offer Price Consultant of Xing Long Garden Shouyangshan project Luoyang China

Wang Ya Ping Room 301, Entrance 1 6 October, 2003 2,000,000 Offer Price General manager of Building B8 China Resources Kangjuxiaoqu (Xuzhou) Electric Power Xuzhou Co.,Ltd.(“CR Xuzhou”) China

Wang Qing Jiang No.152, Jin Pu Dong Road 6 October, 2003 1,800,000 Offer Price Director and deputy Xuzhou general manager and China chief financial manager of CR Changshu

Zhao Hou Chang Room 701, Block 2 6 October, 2003 1,700,000 Offer Price Deputy general manager No.13 Shun He Street of China Resources Xuzhou Power (Changshu) Co., China Ltd. (“CR Changshu”)

Ji Guo Qing No.35 Nanxiange 6 October, 2003 1,600,000 Offer Price Representative of Xuanwu Area CRP in Beijing Office Beijing China

Wang Lin Suite A1, 33/F 6 October, 2003 1,600,000 Offer Price Representative of Crown Plaza CRP in East China No.89 Hanzhong Road Office Nanjing China

Wang Yong Gang Room 602, Building 30 6 October, 2003 1,500,000 Offer Price Deputy general manager Cai Xiang Garden in CR Changshu Suzhou China

IX-26 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Yang Tong He No. 669 Renminxi Road 6 October, 2003 1,330,000 Offer Price General manager of Hengshui City Hebei Harv Power Hebei Province Generation Co., Ltd China (“Hebei Harv”)

Cao Yu Feng Room 302, Block A 6 October, 2003 1,300,000 Offer Price Deputy general manager Hungdianli Da Fang of Zhejiang Wenzhou Wenzhou Power Dormitory Telluride Power Wenzhou Generating Co., Ltd. China (“Zhejiang Wenzhou”)

Zhang Junzheng Room 402, Entrance 3 6 October, 2003 1,200,000 Offer Price Deputy general manager Building B8 of CR Xuzhou Kangjuxiaoqu Xuzhou Jiangsu Province China

Wang Yu Jun A11-401 Kangjuxiaoqu 6 October, 2003 1,200,000 Offer Price Deputy general manager Xuzhou of CR Liyujiang Jiangsu Province China

Fung Mei Ling Jackie Flat A, 22/F 6 October, 2003 1,200,000 Offer Price Assistant general Block 11, South Horizons manager of Guangdong Hong Kong Guanghope Power Co., Ltd.

Dou Jian 23C, Lantiange 6 October, 2003 1,000,000 Offer Price General manager of Bihailantian internal audit and legal Haitao Road affairs department of Yantian District CRP Shenzhen China

Li Jian Xing Room 902, 9/F, Block C 6 October, 2003 1,000,000 Offer Price General manager of Causeway Centre investors’ relationship 28 Harbour Road department of CRP Wanchai Hong Kong

IX-27 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Jiang Li Hui Room 2024, Building 2 6 October, 2003 1,000,000 Offer Price Deputy general manager Hanxing Garden of CR Puqi Donghu Villa Wuchang District Wuhan City Hubei Province China

Wu Zhiming 88-303 6 October, 2003 1,000,000 Offer Price Deputy general manager Changfu District No. 1 of CR Changshu Changshu City China

Nie Wei Min Room 302, Unit 4 6 October, 2003 1,000,000 Offer Price Chief financial controller No. 6 Residential Area of of CR Dengfeng State Tax Bureau Wangling Road Xuzhou City China

Luo Hua Room 401, Unit 1 6 October, 2003 1,000,000 Offer Price General manager of Building 8 China Resources Power Plant Residential (Luoyang) Thermal Area Power Co., Ltd. Xinglong Garden Luoyang Henan Province China

Wang Guo Huai Tangshan Xijiao Thermal 6 October, 2003 1,000,000 Offer Price Executive officer of Power Plant Phase II Preparation Department Preparation Department of Tangshan China Xi Dian Road Resources Thermal Lubei District Power Co., Ltd. (“CR Tangshan Tangshan”) Hebei Province China

Li Xiao Ye 109-2-201 6 October, 2003 1,000,000 Offer Price General manager of CR Tianyuan Garden Tangshan Lubei District Tangshan Hebei Province China

IX-28 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Hu Min Room 1708 6 October, 2003 1,000,000 Offer Price General manager of Building 5 Shajiao C Power Plant East District, Xinyuan Humen Town Dongguan City Guangdong Province China

Fang Jiangtao Room 602 6 October, 2003 1,000,000 Offer Price Director of Guangdong No. 50 Long Kou Garden Guanghope Power Co., Long Kou West Road Ltd. Guangzhou China

Zhou Jie Room 201, Entrance 3 6 October, 2003 900,000 Offer Price Deputy general manager Building B8 of China Resources Kangjuxiaoqu (Jiazhou) Thermal Power Xuzhou Co.,Ltd.(“CR Jiazhou”) China

Liu Ping Room 1205, Block B 6 October, 2003 800,000 Offer Price Manager of finance No. 6 department of CRP Changcheng Building Baihuaxi Road Shenzhen China

Li Cunde Room 2, Entrance 2, 6 October, 2003 800,000 Offer Price Chief engineer of CR Building F 6 Xuzhou Kangjuxiaoqu Xuzhou China

Bu Xian Dou Room 201, Entrance 1 6 October, 2003 800,000 Offer Price Deputy general manager Building 4 of CR Dengfeng China Resources Garden Xuzhou China

Xu Xin Dong No. 8, Street 14 6 October, 2003 800,000 Offer Price Deputy general manager Chongfu Road of CR Dengfeng Dengfeng City Henan Province China

IX-29 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Wang Xue Hua Room 701, Entrance 1 6 October, 2003 800,000 Offer Price Chief financial controller Building 2 of CR Jiazhou Hepingxi Area Xuzhou China

Peng Ze Wen 99 Jiangshezhong Road 6 October, 2003 700,000 Offer Price Deputy general manager Zhuzhou City of CR Liyujiang Hunan Province China

Ou You Cheng Block 30 6 October, 2003 700,000 Offer Price Deputy general manager Leiyang Power Plant of CR Liyujiang Residential Building 185 Zhengxing Road Leiyang City Hunan Province China

Fan Lian Ping Room 102, Entrance 2 6 October, 2003 700,000 Offer Price Chief financial controller Building 6, Area 5 of CR Liyujiang 41 Daxing Road Zixing City Hunan Province China

Ge Chang Xin Room 2023, Building 2 6 October, 2003 700,000 Offer Price Assistant general Hanxing Garden manager of CR Puqi Donghu Villa Wuchang District Wuhan City Hubei Province China

Liu Zhong Jun Room 607 Entrance 4 6 October, 2003 700,000 Offer Price Assistant general Building 4 manager of CR Puqi Hongshanxiaoqu Huabei City Anhui Province China

IX-30 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Number of Shares Grantee and Position subject to Exercise in the Group Address Date of Grant the option price Wang Qiuyan 8-3-101 6 October, 2003 700,000 Offer Price Deputy general manager Tieyizhongbei of administration and Tielu No. 3 Dormitory human resources Xuzhou department of CR China Changshu

Wei Yong Room 708, Building 12 6 October, 2003 700,000 Offer Price Deputy chief financial Shangtumen Bazutuan controller of Zhejiang Wenzhou Wenzhou China

Yu Ren Yi-14-5-541 Dongchang 6 October, 2003 700,000 Offer Price Deputy general manager Hutong of CR Tangshan Dongcheng District Beijing China

Sub-total: 39,130,000

(b) Grantees who are employees of CRH:

Number of Shares subject to Exercise Grantee and Position Address Date of Grant the option price Chen Xin Hua 9/F, No. 7 6 October, 2003 1,200,000 Offer Price Chairman of CRH Sing Woo Crescent Happy Valley Hong Kong

Wang Hui Heng 7/F, No. 7 6 October, 2003 800,000 Offer Price Deputy general manager Sing Woo Crescent of CRH Happy Valley Hong Kong

Liu Hu 6/F, No. 7 6 October, 2003 800,000 Offer Price Deputy general manager Sing Woo Crescent of CRH Happpy Valley Hong Kong

Ding Ya Li Rooms 2803-2804 6 October, 2003 800,000 Offer Price Deputy general manager 28/F, Block A of CRH Causeway Centre 28 Harbour Road Wanchai Hong Kong

Sub-total: 3,600,000

IX-31 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(c) Grantees who are employees of CRH’s subsidiaries (other than the Group):

Number of Shares subject to Exercise Grantee and Position Address Date of Grant the option price Liu Xiao Gang Room 301, Entrance 1 6 October, 2003 1,980,000 Offer Price General manager of Building 3, No. 127 Fuyang China Resources Dong Qing Bei Road Power Co., Ltd. Yingzhou District (“CR Fuyang”) Fuyang China

Liu Wen Tian Rong B8-402 6 October, 2003 1,300,000 Offer Price Deputy general manager Kangjuxiaoqu of CR Fuyang Xuzhou China

Yang Zhi Yong 203, Building 44 6 October, 2003 1,300,000 Offer Price Deputy general manager Yuyuan District 2, Changsu of CR Fuyang Jiangsu Province China

Guo Peng 5/F Industrial and 6 October, 2003 1,200,000 Offer Price General manager of Commerical Bank Yunan China Resources Jiuhua Road Power (Honghe) Co., Luxi County Ltd. Yunnan Province China

He Zhang Cheng 206, Building 19 6 October, 2003 1,000,000 Offer Price Chief financial controller Hefei Power Plant of CR Fuyang Hefei City Anhui Province China

Yan Xue Zhou 1-1-11 6 October, 2003 1,000,000 Offer Price Chief technical officer 332 Gongren Road of CR Fuyang Zhongyuan District Zhengzhou City Henan Province China

Sub-total: 7,780,000

IX-32 APPENDIX IX STATUTORY AND GENERAL INFORMATION

Number of Shares subject to Exercise Grantee and Position Address Date of Grant the option price Number of Shares subject to options granted to the remaining grantees who are:

(i) employees of our Group with a number of 250: 44,405,000

(ii) employees of CRH with a number of 58: 8,750,000

(iii) employees of CRH’s subsidiaries (other than our Group) 26,690,000 with a number of 220:

subtotal of (i) to (iii): 79,845,000

Total: 167,395,000

The total number of grantees who are employees (other than the directors of the Group) of the Group, CRH and CRH’s subsidiaries (other than the Group) and may acquire not less than 700,000 Shares under the Pre-IPO Share Option Scheme if the options are exercised in full are 36, 4 and 6 respectively. The total number of Shares they may acquire under the options granted are 39,130,000, 3,600,000 and 7,780,000 respectively, representing approximately 23.38%, 2.15% and 4.65% of the Shares that may be subscribed for under all the options conditionally granted pursuant to the Pre-IPO Share Option Scheme as at the date of this prospectus. The exercise of the options is conditional on (1) the Listing Committee granting approval of the listing of, and permission to deal in, the Shares on the Hong Kong Stock Exchange which may be issued pursuant to the exercise of options conditionally granted under the Pre-IPO Share Option Scheme and (2) the commencement of dealings in the Shares on the Hong Kong Stock Exchange. We have applied to the Securities and Futures Commission for an exemption from strict compliance with the disclosure requirements of paragraph 10 of the Third Schedule to the Companies Ordinance (the “Exemption”) and to the Hong Kong Stock Exchange for a waiver from strict compliance with the disclosure requirements under paragraph 27 of Part A of Appendix I to the Hong Kong Listing Rules (the “Waiver”), on the ground, amongst others, that full compliance with the disclosure requirements would be unduly burdensome for us. The Securities and Futures Commission has granted the Exemption and the Hong Kong Stock Exchange have granted the Waiver on the following conditions: (a) full details of all the options granted by our Company under the Pre-IPO Share Option Scheme to the grantees who are (i) directors of CRP, its subsidiaries and associated companies, (ii) members of senior management of CRP, its subsidiaries and associated companies, and (iii) persons entitled to acquire 700,000 Shares or more are disclosed in this prospectus. Such details include all the particulars under paragraph 10 of the Third Schedule to the Companies Ordinance (in the case of the Exemption) and paragraph 27 of Appendix 1A of the Hong Kong Listing Rules (in the case of the Waiver); (b) the grouping of such grantees in accordance with the following categories with reference to the companies to which their services are rendered: (i) directors and members of senior management of CRP, its subsidiaries and associated companies; (ii) employees of CRP, its subsidiaries and associated companies; (iii) employees of CRH; and (iv) employees of CRH’s subsidiaries, other than CRP and its subsidiaries.

IX-33 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(c) a full list of all the grantees who have been offered or granted options under the Pre-IPO Share Option Scheme (including the persons referred to in paragraph (a) above) containing all the particulars as required under paragraph 10 of the Third Schedule to the Companies Ordinance (in the case of the Exemption) and paragraph 27 of Appendix 1A of the Hong Kong Listing Rules (in the case of the Waiver), be made available for public inspection in accordance with the section entitled “Documents Available for Inspection” in Appendix X to this prospectus.

Save as disclosed above, no options have been granted or agreed to be granted by us under the Pre-IPO Share Option Scheme as at the date of this prospectus.

SHARE OPTION SCHEME Ch.17 A1a(44)

The following is a summary of all the principal terms of the Share Option Scheme conditionally R17.02(1)(b) 3rd Sch(10) approved and adopted by a resolution in writing passed by our shareholders on 6 October, 2003:

(a) Purposes of the Share Option Scheme R17.03(1)

The purposes of the Share Option Scheme are to attract and retain the best available personnel, to provide additional incentive to employees, directors (including independent non-executive directors), consultants and advisors of (a) CRH and its subsidiaries, and (b) CRP, its subsidiaries and associated companies (as defined in the Codes on Takeovers and Mergers and Share Repurchases) (the “Associated Companies”) and to promote the success of the business of CRP, its subsidiaries and Associated Companies.

The Share Option Scheme provides that CRP, in granting the options, may specify applicable terms and R17.03(6) conditions which must be satisfied before options can be exercised by the options holders. The terms and conditions may include, amongst others, a minimum holding period and performance conditions. In addition, the basis for the determination of the exercise price of the options has been set out in the Share Option Scheme. The board of Directors of CRP (the “Board”) considers that the aforesaid criteria and the terms of the Share Option Scheme will serve to preserve the value of CRP and encourage option holders to acquire proprietary interests in CRP.

(b) Who may join

The Board may, at its absolute discretion, offer any employee (whether full-time or part-time), director R17.03(2)(8) 3rd Sch(10)(d) (including independent non-executive directors), consultant or advisor of (a) CRH and its subsidiaries, and 3rd Sch(10)(c) A1a(28)(7) (b) CRP, its subsidiaries and Associated Companies (the “Eligible Person”) options to subscribe for Shares at a price calculated in accordance with paragraph (d) below and subject to the other terms of the Share Option Scheme summarized below. The Board may grant options to Eligible Persons who are considered to have contribution to the development and growth of CRP. Upon acceptance of the offer of an option, the grantee shall pay HK$1.00 to CRP as nominal consideration for the grant.

(c) Maximum number of Shares R17.03(3) R17.03(3)(2) (i) The maximum number of Shares which may be issued upon the exercise of all options under the Share Option Scheme which have been granted and have neither lapsed nor been cancelled or exercised in full (the “Subsisting Option”) and all outstanding options granted and yet to be exercised under any other schemes of CRP or any of its subsidiaries shall not exceed such number of Shares as shall represent 30% of CRP’s issued share capital from time to time. No options under the Share Option Scheme or any other schemes of CRP or any of its subsidiaries may be granted if such options will result in such overall limit being exceeded;

IX-34 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(ii) Subject always to the overall limit specified in paragraph (c)(i) above:

● the Board may grant options under the Share Option Scheme, generally and without further R17.03(3)(1) authority, to the extent to which the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other schemes of CRP or any of its subsidiaries in aggregate not exceeding 10% of the Shares in issue immediately prior to the date on which dealings in the Shares commence on the Hong Kong Stock Exchange (the “Scheme Mandate Limit”) (being 367,000,000 Shares). For the avoidance of doubt, options which have lapsed in accordance with the terms of the Share Option Scheme and any options lapsed in accordance with any other schemes of CRP or any of its subsidiaries shall not be counted for the purpose of calculating the Scheme Mandate Limit;

● the Scheme Mandate Limit may be refreshed by obtaining approval of the shareholders in R17.03(3)(1) general meeting of CRP provided that such refreshed limit shall not exceed 10% of the Shares in issue as at the date of approval of such limit (the “Refreshed Limit”). Options previously granted under the Share Option Scheme and any other schemes of CRP or any of its subsidiaries (including those outstanding, exercised, cancelled, lapsed in accordance with the Share Option Scheme or any other scheme of CRP or any of its subsidiaries) shall not be counted for the purpose of calculating the Refreshed Limit; and

● the Board may issue a circular to the shareholders of CRP and seek separate shareholders’ R17.03(3)(1) approval in general meeting of CRP to grant options under the Share Option Scheme beyond the 10% limit to Eligible Persons specifically identified by CRP before such approval is sought. CRP shall send a circular to its shareholders in accordance with and containing such information as required under rule 17.03(3) of the Hong Kong Listing Rules.

(iii) Unless approved by CRP’s shareholders in the manner set out in the following sub-paragraph, the R17.03(4) total number of Shares issued and to be issued upon the exercise of the options granted to or to be granted to each Eligible Person under the Share Option Scheme and any other schemes of CRP or any of its subsidiaries (including exercised, cancelled and outstanding options) in any 12-month period shall not exceed 1% of the Shares in issue.

(iv) Further options may be granted under the Share Option Scheme in excess of the limit stated in the sub-paragraph above, by issuing a circular to the shareholders of CRP and obtaining separate approval of the shareholders of CRP in general meeting with such Eligible Person and his associate(s) (as defined in the Hong Kong Listing Rules) abstaining from voting, provided that the terms and number (including the exercise price) of the options to be granted to such Eligible Person are fixed before the relevant shareholders’ approval is obtained, and the date of the meeting of the Board proposing such further grant shall be deemed to be the Date of Grant (as defined below) for the purpose of determining the subscription price for Shares under the Share Option Scheme.

(d) Exercise price 3rd Sch(10)(b)

The amount payable for each Share to be subscribed for under an option in the event of the option being R17.03(9)(1) exercised in accordance with the terms of the Share Option Scheme shall be determined by the Board and notified to an Eligible Person at the time of offer of the option and shall be not less than the greater of (subject to any adjustments made as described in paragraph (l) below):

(i) the closing price of the Shares as stated in the Hong Kong Stock Exchange’s daily quotation sheet on the date, which must be a business day, of the written offer of the option (the “Date of Grant”); and

IX-35 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(ii) the average closing price of the Shares as stated in the Hong Kong Stock Exchange’s daily quotation sheet for the five business days immediately preceding the Date of Grant; and

(iii) the nominal value of the Shares.

(e) Rights are personal to grantee

An offer to grant an option and an option under the Share Option Scheme shall be personal to the R17.03(10) R17.03(17) Eligible Person to whom it is granted or made and shall not be assignable. No Eligible Person shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any option or enter into any agreement to do any of the foregoing.

(f) Options granted to directors or substantial shareholders

(i) Any options to be granted to an Eligible Person who is a director, chief executive or substantial shareholder (as defined in the Hong Kong Listing Rules) of CRP or any of their respective R17.04 associates (as defined in the Hong Kong Listing Rules) shall be approved by the independent non-executive directors of CRP (excluding any independent non-executive director who is the proposed grantee of such options).

(ii) Without prejudice to the generality of the sub-paragraph above, if any options to be granted to an Eligible Person who is a substantial shareholder (as defined in the Hong Kong Listing Rules) or independent non-executive director of CRP or any of their respective associates (as defined in the Hong Kong Listing Rules) would result in the total number of Shares issued and to be issued upon exercise of all the options granted and to be granted (including options exercised, cancelled and outstanding) to such person in the period of 12 months up to and including the date of such grant:

● representing in aggregate over 0.1% of the Shares in issue; and

● having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5,000,000,

such further grant of options must be approved by CRP’s shareholders in general meeting by poll convened and held in accordance with the Articles of Association. All connected persons (as defined in the Hong Kong Listing Rules) of CRP shall abstain from voting, except that any connected person may vote against such resolution provided that his intention to do so has been stated in the circular to be dispatched to CRP’s shareholders. The aforementioned circular shall contain such information as required under rule 17.04 of the Hong Kong Listing Rules.

(iii) any change in the terms of the option granted to an Eligible Person who is a substantial shareholder (as defined in the Hong Kong Listing Rules) of CRP or an independent non-executive Director of CRP or any of their respective associates (as defined in the Hong Kong Listing Rules) shall be approved by CRP’s shareholders in general meeting by poll convened and held in accordance with the Articles of Association in the manner set out in the above sub-paragraph (ii).

(g) Grant of option

(i) Each grantee of options will receive an option certificate sealed by CRP specifying the number of options granted and specifying the applicable terms and conditions relating to such options. These terms and conditions may include provisions as to the performance conditions which must R17.03(6), (7) be satisfied before the option can be exercised, the minimum period for which an option must be held before it can be exercised, vesting conditions (if any), lapse conditions and such other provisions as the Board may determine.

IX-36 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(ii) The Board shall not grant any option under the Share Option Scheme after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced pursuant to the requirements of the Hong Kong Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (1) the date of the Board meeting for the approval of CRP’s interim or annual results; and (2) the deadline for CRP to publish its interim or annual results announcement under the listing agreement between CRP and the Hong Kong Stock Exchange, and ending on the date of the results announcement, no option shall be granted.

(h) Exercise of option

The grantees can exercise the option granted to the following extent at any time during the period in which the option remains a Subsisting Option (in this paragraph, “year” means each successive period of twelve months, the first such period being year 0 commencing on the Date of Grant):

Date Percentage of Option exercisable

from Year 1 onwards: up to 20 per cent. of the Shares comprised in the option at the Date of Grant (or if applicable, as subsequently adjusted in accordance with the Scheme);

from Year 2 onwards: up to 40 per cent. of the Shares so comprised, less the number of Shares in respect of which the option had been previously exercised;

from Year 3 onwards: up to 60 per cent. of the Shares so comprised, less the number of Shares in respect of which the option had been previously exercised;

from Year 4 onwards: up to 80 per cent. of the Shares so comprised, less the number of Shares in respect of which the option had been previously exercised;

from Year 5 onwards: all unexercised options the option holder is entitled.

(i) Time of exercise of an option

Subject to paragraph (h) above, an option may be exercised in accordance with the terms of the Share 3rd Sch(10)(a) R17.03(5) Option Scheme at any time during the period to be notified by the Board to each option holder upon the grant of option, such period not to exceed ten years from the Date of Grant of the relevant option (the “Exercise Period”).

(j) Cancellation of options

Any cancellation of any Subsisting Option shall be conditional on the approval by the Board (including R17.03(14) the approval of independent non-executive Directors) and the option holder(s) concerned.

In the event that the Board elects to cancel Subsisting Options and issue new options to the same option holder, the issue of such new options shall be made with available unissued options (excluding the cancelled options) within the limits described in paragraph (c) above.

(k) Voting and dividend rights

No voting rights shall be exercisable and no dividends shall be payable in relation to options that have R17.03(10) not been exercised.

IX-37 APPENDIX IX STATUTORY AND GENERAL INFORMATION

(l) Effects of alterations in the capital structure of CRP

Subject to the limits described in paragraph (c) above, in the event of any capitalization issue, rights 3rd Sch(10) R17.03(13) issue, consolidation, subdivision or reduction of the share capital of CRP in accordance with applicable laws and regulatory requirements, such corresponding alterations (if any) shall be made in relation to any Subsisting Option to:

● the number of Shares subject to the unexercised option and/or;

● the amount payable for each Share to be subscribed for under an option granted to the extent it is unexercised and/or;

● the maximum number of Shares referred to in paragraph (c) above, and such alteration shall be certified by the auditors for the time being of CRP as being fair and reasonable, provided any such alteration shall give an option holder the same proportion of the issued share capital of CRP as that to which he was previously entitled and shall not have the effect of enabling any Share to be issued at less than its nominal value or which would result in the aggregate amount payable on the exercise of any option in full being increased. Where any such alterations shall the required for any alteration in the capital structure of CRP (other than by way or a capitalization of profits or reserves), such alteration shall be further conditional upon the auditors for the time being of CRP also certifying in writing that the alterations satisfy the foregoing proviso. The issue of Shares or other securities of CRP as consideration in a transaction shall not be regarded as a circumstance requiring any adjustments referred to above.

(m) Rights on a takeover

If, during the Exercise Period, an offer is made to acquire all or part of the issued Shares, or all or part of the issued Shares (other than those held by the offeror and persons acting in concert (as defined in The Codes on Takeovers and Mergers and Share Repurchases of Hong Kong) with it) and such offer becomes or is declared unconditional, CRP shall give written notice to all persons then holding Subsisting Options and each such option holder may, by notice in writing to CRP, within 14 days of the date of such notice, exercise his option (in accordance with the terms of the Share Option Scheme) in full or to the extent specified in such notice.

(n) Rights on schemes of compromise or arrangement

If, during the Exercise Period, an application is made to the court (otherwise than where CRP is being voluntarily wound up) pursuant to sections 166 and 167 of the Companies Ordinance in connection with a proposed compromise or arrangement between CRP and its creditors (or any class of them) or between CRP and its members (or any class of them), CRP will give written notice of such event as soon as reasonably practicable to all option holders. An option holder may by notice in writing to CRP, within a period of 21 days after the date of such application, exercise his Subsisting Option (in accordance with the terms of the Share Option Scheme) in full or to the extent specified in such notice.

(o) Rights on a voluntary winding up

In the event of a notice of a meeting being convened to consider a resolution for the voluntary winding up of CRP during the Exercise Period, CRP shall forthwith upon such notice being given, give written notice to option holders of the convening of such meeting and an option holder may thereupon by notice in writing to CRP exercise any Subsisting Option at any time not later than five business days prior to the proposed general meeting of CRP (in accordance with the terms of the Share Option Scheme) to its full extent or to the extent specified in such notice.

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(p) Ranking of Shares

Shares issued or transferred on the exercise of an option shall rank equally in all respects with fully paid up Shares in issue at the date of allotment (including without limitation as to voting, dividend and transfer rights and rights arising on the liquidation of CRP) and will be subject to the Articles of Association for the time being in force. They shall not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. A share issued upon the exercise of an option shall not carry voting rights until the registration of the grantee (or any other person) as the holder thereof.

(q) Present status of the Share Option Scheme

The Share Option Scheme shall take effect subject to the following conditions being fulfilled:

(i) the Listing Committee granting approval of the rules of the Share Option Scheme and the granting of options under the Share Option Scheme and the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of the options; and

(ii) the commencement of dealings in the Shares on the Hong Kong Stock Exchange, in each case, on or before 30 November 2003.

The Board considers that it is not appropriate to state the value of all options that can be granted under the Share Option Scheme as if they had been granted on the Latest Practicable Date, as a number of variables which are crucial for the calculation of the option value have not been determined. Such variables include the exercise price, exercise period, lock up period (if any), performance targets set (if any) and other relevant variables. The Board believes that any calculation of the value of the options as at the Latest Practicable Date would be based on a great number of speculative assumptions and would therefore not be meaningful and be misleading to CRP’s shareholders.

As at the date of this prospectus, no option has been granted or agreed to be granted by CRP under the Share Option Scheme.

(r) Duration of the Share Option Scheme

Unless otherwise terminated by the Board or the shareholders of CRP in general meeting in accordance with the terms of the Share Option Scheme, the Share Option Scheme shall be valid and effective for a period R17.03(11) of 10 years from the date on which it is conditionally adopted by resolution of our shareholders in general meeting (the “Scheme Period”), and after which no further options will be granted or offered but the provisions of the Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Subsisting Options granted within the Scheme Period or otherwise as may be required in accordance with the provisions of the Share Option Scheme.

(s) Amendment of the Share Option Scheme R17.03(18)

(i) Subject to sub-paragraph (ii) below, the Board may amend any of the provisions of the Share Option Scheme or withdraw or otherwise terminate the Share Option Scheme at any time but no alterations shall be made to the advantage of any option holder unless approved by CRP’s shareholders in general meeting. In addition, no alteration shall operate to affect adversely any rights which have accrued to any option holder at that date.

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(ii) Provided that no alteration shall operate to affect adversely any rights which have accrued to any option holder at that date, CRP in general meeting must approve in advance by ordinary resolution any proposed change which relates to the following:

● the persons to or for whom Shares may be provided under the Share Option Scheme;

● the authority of the Board in relation to any alteration to the terms of the Share Option Scheme;

● the limitations on the number of Shares which may be issued under the Share Option Scheme;

● the individual limit for each option holder under the Share Option Scheme;

● the determination of the amount payable for each Share to be subscribed for under an option;

● any rights attaching to the options and the Shares;

● the terms of the granted options;

● the rights of option holders in the event of a capitalization issue, rights issue, sub-division or consolidation of shares or reduction or any other variation of capital of CRP;

● the provisions under the Share Option Scheme as described in paragraph (h) above and this sub-paragraph (ii);

● any matters set out in rule 17.03 of the Hong Kong Listing Rules as amended from time to time; and

● any alterations to the Share Option Scheme which are of a material nature.

(iii) Except as described in sub-paragraph (ii) above and subject to sub-paragraph (i) above, the Board need not obtain the approval of CRP’s shareholders in general meeting for any minor changes:

● to benefit the administration of the Share Option Scheme;

● to comply with or take account of the provisions of any proposed or existing legislation; or

● to take account of any changes to a relevant legislation or the Hong Kong Listing Rules; or

● to obtain or maintain favourable tax, exchange control or regulatory treatment of CRP or any of its subsidiaries or any present or future option holder.

(iv) Any alterations to the terms and conditions of the Share Option Scheme of material nature shall be subject to the approval of the Hong Kong Stock Exchange (if required), save where such alterations take effect automatically under the existing terms of the Share Option Scheme.

(v) The amended terms of the Share Option Scheme or the options shall comply with the relevant requirements of the Hong Kong Listing Rules.

(t) Lapse of options R17.03(12)

(1) An option shall lapse automatically (to the extent not already exercised) on the earliest of the following events:

(i) expiry of the Exercise Period;

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(ii) the first anniversary of the death of the option holder (and in the 12 months following such death, the personal representative may exercise the option (to the extent not already exercised) in whole or in part in accordance with the terms of the Share Option Scheme);

(iii) in the case of an option holder who is an employee or director of (a) CRH or its subsidiaries, or (b) CRP, its subsidiaries or Associated Companies, upon the option holder ceasing to be such employee or director by reason of dismissal from employment or termination of office or, in the case of an option holder who is a consultant or advisor of (a) CRH or its subsidiaries or (b) CRP, its subsidiaries or Associated Companies, upon such option holder ceasing to be such consultant or advisor by reason of termination by the relevant company of the contract for provision of such services, in each case on the ground of:

● the option holder’s misconduct;

● the option holder committing an act of bankruptcy;

● the option holder becoming insolvent or making any arrangements or composition with his or her creditors generally; or

● the option holder being convicted of any criminal offence involving his or her integrity or honesty;

(2) An option, to the extent that it is not a Subsisting Option which has been validly vested to and exercisable by the grantee in the manner as described under paragraph (h) above, shall lapse automatically on the earliest of the following events:

(i) three months after the option holder ceases to be an employee of (a) CRH, or its subsidiaries or (b) CRP, its subsidiaries or Associated Companies by reason of:

● his retirement on or after attaining normal retirement age;

● his resignation;

● ill health or disability;

● the company by which he is employed ceasing to be a subsidiary of CRP;

● the expiry of his contract of employment with the relevant company; or

● termination of his employment with the relevant company for reasons other than the reasons specified in sub-paragraphs (1)(ii) and (1)(iii) above;

(ii) in the case of an option holder who is a consultant or advisor of (a) CRH, or its subsidiaries or (b) CRP, its subsidiaries or Associated Companies, three months after the date on which such option holder is notified of the passing of a resolution of the Board resolving that in the reasonable opinion of the Board, the option holder no longer provides consultancy or advisory (as appropriate) services to the relevant company;

(iii) three months after the option holder ceases to be a director of (a) CRH, or its subsidiaries or (b) CRP, its subsidiaries or Associated Companies for reasons other than the reasons specified in sub-paragraphs (1)(ii) and (1)(iii) above;

(iv) in the case of any takeovers, schemes of compromise or arrangement and voluntary winding R17.03(10) up, the expiry of the periods of notice as specified in the Share Option Scheme provided that in the case of schemes of compromise or arrangement, the proposed compromise or arrangement becomes effective;

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(v) save as otherwise provided in paragraph (o) above, the close of business on the fifth business day prior to the general meeting of CRP for considering the resolution for the voluntary winding up of CRP or the date of the commencement of the winding up of CRP, whichever is earlier; or

(vi) any breach of the provision described in paragraph (e) above.

If an option shall lapse, the Board shall notify the option holder (or his personal representative as the case may be) in writing of such lapse and forthwith upon such notification the option holder (or his personal representative as the case may be) shall be bound to surrender to CRP the option certificate evidencing such option.

(u) Termination R17.03(16)

The Board or the shareholders of CRP in general meeting may at any time terminate the Share Option Scheme and in such event, no further option shall be granted or offered but the provisions of the Share Option Scheme shall remain in force in all other respects. All options granted prior to such termination and not then exercised shall continue to be valid and exercisable subject to and in accordance with the terms of the Share Option Scheme.

(v) Disclosure of the Share Option Scheme

CRP shall disclose all information as required by the Hong Kong Listing Rules or any other applicable rules and regulations in its annual and interim reports.

OTHER INFORMATION

Estate duty and tax indemnity A1a(10)

CRH has, pursuant to a deed of indemnity dated 17 October, 2003 as described in the section entitled “Further Information about the Business of the Group — Summary of material contracts” of this Appendix, given indemnities in favor of CRP (for itself and as trustee for the companies in which CRP has a direct or indirect investment of 5% or above (the “Group Companies”)) in respect of, among other matters:

(a) any liability for Hong Kong estate duty which might be incurred and payable by CRP and the Group Companies (the “CRP Group”) by reason of any transfer of property (within the meaning of section 35 of the Estate Duty Ordinance (Chapter 111 of the Laws of Hong Kong)) to CRP or any Group Company or to any other person, entity or company made or deemed to have been made on or before the date of the fulfillment of the last of the conditions set out under the section entitled “Structure of the Global Offering — Conditions of the Hong Kong Public Offering” of this prospectus (the “Date of Fulfillment”); and/or

(b) any tax which might be payable by the CRP Group in respect of any income, profits or gains earned, accrued or received or which are alleged to have, or which should have been earned or accrued and received on or before the Date of Fulfillment;

The Indemnifiers will, however, not be liable under the deed of indemnity to indemnify the relevant parties in, amongst others, circumstances where:

(a) provision, reserve or allowance has been made for the relevant taxation in the audited financial statements of the CRP Group or any member thereof as at 31 July, 2003;

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(b) the taxation arises or is incurred as a result of a retrospective change in law coming into force after the Date of Fulfillment or a retrospective increase in tax rates coming into force after the date of the deed of indemnity;

(c) the profits tax falling on any member of the CRP Group after the Date of Fulfillment unless such liability would not have arisen, but for any act or omission of, or transaction entered into by, CRH or any member of the CRP Group (whether alone or in conjunction with some other act, omission or transaction, whenever occurring) otherwise than in the course of normal day to day operations or pursuant to a legally binding commitment created on or before the Date of Fulfillment; and

(d) any penalty imposed on CRP or any Group Company under section 42 of the Estate Duty Ordinance by reason of CRP or any Group Company defaulting, at any time after the Date of Fulfillment, in any obligation to give information to the Commissioner (as defined in the Estate Duty Ordinance) under section 42(1) of the Estate Duty Ordinance, but CRH shall be liable for any interest on unpaid estate duty.

Litigation

Save as disclosed in the section entitled “Business — Legal Proceedings” of this prospectus, no A1a(40) member of our Company is engaged in any litigation or arbitration or claims of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened by or against any member of our Company.

Sponsor

Morgan Stanley Dean Witter Asia Limited has, on behalf of CRP, made an application to the Listing Committee for the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in this prospectus (including any Shares which may be issued upon the exercise of the Over-allotment Option) and any Shares which may be issued pursuant to the exercise of any options conditionally granted under the Pre-IPO Share Option Scheme and which may be granted under the Share Option Scheme.

Preliminary expenses 3rd Sch(15) A1a(20)(1) Preliminary expenses of HK$166,018 have been paid by CRP. No other preliminary expenses have been incurred and are payable by the Company.

Agency fees or commission granted

The Underwriters will receive an underwriting commission as mentioned in the section entitled “Underwriting” in this prospectus.

Promoter A1a(8)(1) A1a(8)(2) 3rd Sch(16) CRP has no promoter.

Consents and qualifications

Each of Morgan Stanley Dean Witter Asia Limited, Haiwen & Partners, Deloitte Touche Tohmatsu, A1a(9)(2) A1a(9)(3) Chesterton Petty Limited and PB Power has given and has not withdrawn its written consent to the issue of S38C this prospectus with the inclusion of its reports, valuation certificates, letters and/or opinions (as the case may be), dated the date they respectively appear, and the references to its name or summaries of opinions included herein in the form and context in which they respectively appear.

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The following are the qualifications of the experts who have given opinions which are contained in this A1a(9)(1) 3rd Sch(43) prospectus: 3rd Sch(46)

Name Qualification

Morgan Stanley Dean Witter Licensed to conduct type 1 (dealing in securities), type 4 Asia Limited (advising on securities) and type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance

Haiwen & Partners Legal advisor to CRP on PRC law

Deloitte Touche Tohmatsu Certified Public Accountants

Chesterton Petty Limited Independent Professional Valuer

PB Power Independent Technical Consultant

Taxation of holders of Shares Tax on Dividends No tax is payable in Hong Kong in respect of dividends paid by us. Profits

No tax is imposed in Hong Kong in respect of capital gains from the sale of property such as the Shares. Trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profits tax, which is currently imposed at the rate of 17.5% on corporations and at a maximum rate of 15.5% on individuals. Gains from sales of the Shares effected on the Hong Kong Stock Exchange will be considered to be derived from or arise in Hong Kong. Liability for Hong Kong profits tax would thus arise in respect of trading gains from sales of the Shares realized by persons carrying on a business of trading or dealing in securities in Hong Kong. Stamp Duty

Hong Kong stamp duty will be payable by the purchaser on every purchase and by the seller on every sale of the Shares. The duty is charged at the current rate of 0.2% of the consideration or, if higher, the fair value of the Shares being sold or transferred (the buyer and seller each paying half of such stamp duty). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of shares. If one of the parties to the sale is a non-resident of Hong Kong and does not pay the required stamp duty, the duty not paid will be charged on the instrument of transfer (if any) (in addition to the stamp duty otherwise chargeable thereon), and the transferee will be liable for payment of such duty. Estate Duty

The Shares are Hong Kong property for the purpose of the Estate Duty Ordinance (Chapter 111 of the Laws of Hong Kong). Accordingly, the Shares may be subject to Hong Kong estate duty on the death of the beneficial owner of the Shares, regardless of the place of the owner’s residence, citizenship or domicile. Hong Kong estate duty is imposed on a progressive scale from 5% to 15%. No estate duty is payable when the aggregate value of the dutiable estate does not exceed HK$7.5 million, and the maximum rate of duty of 15% applies when the aggregate value of the dutiable estate exceeds HK$10.5 million.

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Consultation with professional advisors

Potential investors in the Global Offering are recommended to consult their professional advisors if they are in any doubt as to the taxation implications of subscribing for, purchasing, holding or disposing of or dealing in the Shares. None of our Company, the Joint Global Coordinators, the Sponsor, the Underwriters, any of their respective directors, or any other person or party involved in the Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from the subscription for, purchase, holding or disposal of, or dealing in, Shares.

Binding effect

This prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all S44A S44B persons concerned bound by all of the provisions (other than the penal provisions) of sections 44A and 44B of the Companies Ordinance insofar as applicable.

MISCELLANEOUS

(a) Save as disclosed in this prospectus:

(i) within the two years immediately preceding the date of this prospectus:

(aa) no share or loan capital of our Company has been issued, agreed to be issued or is proposed A1a(26)(1) 3rd Sch(11) to be issued fully or partly paid either for cash or for a consideration other than cash;

(bb) no commissions, discounts, brokerages or other special terms have been granted in 3rd Sch(14) A1a(13) connection with the issue or sale of any share or loan capital of our Company; and

(cc) no commission has been paid or is payable (excluding commission to sub-underwriters) for 3rd Sch(14) A1a(13) subscribing or agreeing to subscribe, or procuring or agreeing to procure subscription for any shares in CRP;

(ii) no share or loan capital of any member of our Company is under option or is agreed conditionally A1a(27) or unconditionally to be put under option; and

(iii) since 31 July, 2003 (being the date to which the latest audited combined financial statements of our Company were made up), there has been no material adverse change in the financial or trading position or prospects of our Company.

(b) Save as disclosed in note (a) of the Accountants’ Report in Appendix I to this prospectus, there are no A1a(24) founder, management or deferred shares in any member of our Company.

(c) All necessary arrangements have been made to enable the Shares to be admitted into CCASS.

(d) There has not been any interruption in the business of any member of our Company which may have A1a(28)(6) or have had a material adverse effect on the financial position of any member of our Company in the 24 months preceding the date of this prospectus.

(e) BNP Paribas Peregrine Capital Limited is retained by our Company to give advice generally in connection with the Global Offering. Its role therefore includes, but is not limited to, reviewing and commenting on the prospectus.

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