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; IX-1 APPENDIX IX STATUTORY AND GENERAL INFORMATION (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 IX-2 APPENDIX IX STATUTORY AND GENERAL INFORMATION (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.